Annual Report FY 2021 22

FORWARD - LOOKING STATEMENT
In this Annual Report, we have disclosed forward-looking information

to enable investors to fully appreciate our prospects and take informed
investment decisions. This report and other statements – written and oral
– that we periodically make, contain forward-looking statements that set
our anticipated results based on management plans and assumptions.
We have tried, where possible to identify such statements by using such
words as ‘anticipate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’ and
words of similar substance in connection with any discussion of future
performance.
We cannot, of course, guarantee that these forward-looking statement

will be realized, although we believe we have been prudent in our
assumptions. Achievement of results is subject to risks, uncertainties,
or potentially inaccurate assumptions. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. Readers should bear this in mind.
We undertake no obligation to publicly update any forward- looking

statements, whether as a result of new information, future events, or
otherwise.
CHAIRMAN’S MESSAGE
Dear Shareholder,
I hope you and your family are keeping safe and well. I am quite
pleased to advise that we have achieved creditable market and financial
performance during 2021-22. The success is gratifying especially
because your Company could overcome the strong headwinds the
industry faced, with collective will and determination. While the
intensity of the global pandemic abated to a significant extent, the
second wave impacted us in the first quarter of the last fiscal. While the
market began improving from the second quarter, dampeners surfaced
in the form of continued shortage of semiconductors, unanticipated
and unprecedented increases in commodity prices and severe logistics
bottlenecks.
In this backdrop, your Company posted a gradual increase in market

share month over month from September 2021 in the Medium and
Heavy Commercial Vehicle (MHCV) range, reaching a 30 percent share
in March 2022. We have also improved our market share in the Light
Commercial Vehicle (LCV) on a year-on-year basis. It is commendable
that our International Operations registered a 38 percent growth in
sales volume over the last fiscal year. In addition, the businesses of
Power Solutions, Defence products and Aftermarket have posted
notable gains.
through which significant progress has been made in India, U.K., and
All things considered, for FY22 our Profit after Tax was ` 542 Crores
against a Loss after Tax of ` 314 Crores last year. Spain. Switch is actively participating in several EV related market
opportunities in India and abroad. Very recently contemporary 12m
I would like to take this opportunity to gratefully acknowledge the buses for the Indian and European markets were showcased.
immense contribution of each of our employee and every other
stakeholder, for rising to the occasion contributing to Ashok Leyland Our International Operations market expansion strategy is built on our
reasserting its position in the industry in these challenging times. strong presence in SAARC and the GCC and making significant new
inroads into the African markets where 15 new distributors have been
I believe a few other developments would be of interest to you that appointed last year and product models Falcon Super, Gazl and Phoenix
would promote the long-term sustainability of our business. Products RHD were launched.
and technology being our core competence, we have developed a
robust product plan that has the flexibility to adapt to dynamic market In the Defence sector, we now have a full range of offerings which
requirements. The AVTR range in the MHCV segment has gained consists of combat support, armoured, light specialist and tracked
widespread customer acceptance based on proven performance and vehicles. The Power Solutions Business is well prepared for the
reliability. The launch of the CNG vehicles in the ICV range has added upcoming CPCB 4 emission shift. The previous fiscal saw good growth in
further strength to our portfolio. the Power Gen and BS CEV 4 industrial segments. We are now looking
to expand the business in the non-automotive segment, globally.
Following on the success of Dost, the Bada Dost model, with its best-
in-class power, payload and comfort, is rapidly gaining ground in the Moving forward, our assessment is that the volatility in environment
LCV segment. It has bagged the Apollo award for “CV of the Year” in the near term will be high. The Russia-Ukraine war has triggered
and “Pickup of the Year”, ET Now Global Retail Excellence Award and massive spikes in crude oil, food, and commodity prices. Globally,
CII Design Excellence Award. The LCV portfolio was also extended to inflation has become a major concern. Supply chain disruptions,
include a Reefer version in Partner model and an ambulance in Mitr. including chip shortages, are expected to continue. On the positive
side, the Indian economy is expected to post a GDP growth rate of
With our commitment to clean emission vehicles, we have developed
over 7 percent. The Government of India is committed to boosting
a roadmap covering CNG, LNG, hydrogen, fuel cell and battery electric
infrastructure spend which should augur well for your Company.
vehicles to cater to different applications and customer needs. Action is
This along with the announcement of the vehicle scrappage policy is
already on to extend CNG and LNG across the full range of trucks and
buses. We are pursuing a proactive approach to develop technologies favourable for our industry. In my view, carefully balancing the long-
in the areas of Safety, Digital, and Green energy. In Safety, we are term sustainable growth aspirations with short term needs is more
working on enabling various levels of Advanced Drive Assistance important now than ever before. This requires flexibility and quick
Systems and plan to roll out these products over the next 3 years. We adaptability to ever changing needs, which we have integrated well
are closely engaged with key technology partners and customers to in our strategies. As always, we will continue to invest in products
enable the development and deployment of these features. In parallel, and people regardless of short-term business fluctuations while
we are working on developing an ecosystem to enable the customers being constantly vigilant on costs and returns. Diversity and Inclusion
to deploy the green energy vehicles as well. In Digital, we will continue along with customer orientation will be cornerstones of our strategy
to work on solutions such as prognostics, customized AMC. As I had implementation. We will continue on our digital transformation journey,
mentioned last year, we have structured our Electric Vehicles in bus which has become an all-encompassing business facet and a growing
and LCV segments as a separate business entity called Switch Mobility, imperative to respond to dynamic consumer expectations.
Annual Report 2021-22 1

CHAIRMAN’S MESSAGE
We have taken an early lead in adopting the Environment, Social and owe it to our people who spare no pains to achieve the goals. I am
Governance (ESG) targets in our plans and operations. Ten focus areas confident that with the actions seeded and the team we have, we
covering various aspects of ESG will be pursued as relevant to our will continue our growth trajectory towards our Vision and identified
industry and in line with UN SDG goals. Our sustainability initiatives Missions.
focus on net zero carbon footprint and positive water balance. Our
CSR programme “Road to School” covers today 969 schools with about I look forward to keeping you posted on the progress of our endeavours
100,000 children benefitting from this initiative. To recall, this initiative and thank you for your continued support to Ashok Leyland.
is focusing on improving the quality of education, health, nutrition,
social and civic awareness amongst children from Government schools. Yours sincerely,
Our target is to reach 1 million students as soon as possible.
In conclusion, I wish to assure our shareholders that your Company Dheeraj G Hinduja
is committed to grow its business sustainably based on operational Chairman
excellence and strategic foresight. We have always converted every London
crisis into an opportunity and the last year was no different. We truly June 30, 2022
2 Ashok Leyland Limited

CORPORATE INFORMATION
BOARD OF DIRECTORS BANKERS

Dheeraj G Hinduja, Executive Chairman Axis Bank
(appointed as Executive Chairman w.e.f. November 26, 2021) Bank of Baroda
Prof. Dr. Andreas H Biagosch Central Bank of India
Dr. Andrew C Palmer Citi Bank N A
Dr. C Bhaktavatsala Rao DBS Bank
Jean Brunol Federal Bank
Jose Maria Alapont HDFC Bank Limited
Manisha Girotra ICICI Bank Limited
Sanjay K Asher IDBI Bank
Saugata Gupta Standard Chartered Bank
Shom Ashok Hinduja State Bank of India
(appointed w.e.f. November 12, 2021)
MUFG Bank Limited
Vipin Sondhi, Managing Director and Chief Executive Officer
(resigned w.e.f December 31, 2021) Yes Bank Limited
Gopal Mahadevan, Whole-time Director and Chief Financial Officer

REGISTERED OFFICE
COMPANY SECRETARY
No.1, Sardar Patel Road, Guindy, Chennai- 600 032
N Ramanathan
CORPORATE IDENTIFICATION NUMBER

SENIOR MANAGEMENT
L34101TN1948PLC000105
N V Balachandar
Venkatesh Natarajan
PLANTS
Dr. N Saravanan
Tamil Nadu - Ennore (Chennai), Sriperumbudur (Foundry) and Hosur
Sanjay Saraswat
Maharashtra - Bhandara, Rajasthan - Alwar, Uttarakhand – Pantnagar
Amanpreet Singh
Tamil Nadu – Vellivoyalchavadi (Technical Centre), Andhra Pradesh -
Amandeep Singh
Vijayawada
Sanjeev Kumar
S Krishnan
WEBSITE
K M Balaji
www.ashokleyland.com
K C Sathiyanarayanan
K Ram Kumar REGISTRAR AND SHARE TRANSFER AGENT
Sudhir Chikhle Integrated Registry Management Services Private Limited
Kanakasabapathi Subramanian 2nd Floor, Kences Towers
1 Ramakrishna Street, North Usman Road
STATUTORY AUDITOR
T. Nagar, Chennai-600 017
Price Waterhouse & Co Chartered Accountants LLP
Tel- +91 44 28140801/03
Fax- 91 44 2814 2479
COST AUDITOR
Email: csdstd@integratedindia.in
Geeyes & Co

CONTENTS
A Historical Perspective of the Company ..................................................................................................................................................................... 5
Notice to Shareholders .................................................................................................................................................................................................. 7
Board’s Report ............................................................................................................................................................................................................... 32
Report on Corporate Governance ................................................................................................................................................................................ 42
Management Discussion and Analysis Report ............................................................................................................................................................. 62
Business Responsibility Report ..................................................................................................................................................................................... 77
Standalone Financial Statements (Pages 86 to 173)
Independent Auditors’ Report to the members .............................................................................................................................................. 86
Balance Sheet .................................................................................................................................................................................................... 98
Statement of Profit and Loss ............................................................................................................................................................................ 99
Statement of Cash Flows .................................................................................................................................................................................. 100
Statement of Changes in Equity ....................................................................................................................................................................... 102
Notes annexed to and forming part of the Standalone Financial Statements ............................................................................................... 103
Consolidated Financial Statements (Pages 174 to 284)
Independent Auditors’ Report to the members .............................................................................................................................................. 174
Balance Sheet ................................................................................................................................................................................................... 182
Statement of Profit and Loss ............................................................................................................................................................................ 183
Statement of Cash Flows .................................................................................................................................................................................. 184
Statement of Changes in Equity ....................................................................................................................................................................... 186
Notes annexed to and forming part of the Consolidated Financial Statements ............................................................................................ 188

A HISTORICAL PERSPECTIVE OF THE COMPANY
` Crores
Particulars 2012-13 2013-14 2014-15
Sales Volume
Vehicles (numbers) 114,611 89,337 104,902
Engines (numbers) 21,757 17,441 14,023
Spare parts and others 1,815 1,213 1,392
Revenue (Gross sales) 13,299 10,561 14,486

Profit before tax 471 (91) 442
Profit after tax 434 29 335
Assets
Fixed assets 5,971 5,841 5,376
Non-Current Investments 2,338 2,405 2,240
Long term loans and advances 499 1,002 983
Other non-current assets 12 33 20
Non-Current Assets 8,820 9,281 8,619
Current Investments - 384 408
Inventories 1,896 1,189 1,398
Trade Receivables 1,419 1,299 1,243
Cash and Bank balances 14 12 751
Short Term loans and Advances 871 472 564
Other current assets 76 171 328
Current assets 4,276 3,527 4,692
Total 13,096 12,808 13,311
Financed by
Share capital 266 266 285
Reserves and surplus 4,189 4,182 4,834
Shareholders funds 4,455 4,448 5,119
Long term borrowings 2,738 3,297 2,566
Deferred tax liability - Net 527 407 510
Long-term provisions and Liabilities 80 70 99
Non-current liabilities 3,345 3,774 3,175
Short-term borrowings 767 587 25
Trade payables 2,485 2,214 2,828
Other current liabilities 1,735 1,697 1,908
Short-term provisions 309 88 256
Current liabilities 5,296 4,586 5,017
Total 13,096 12,808 13,311
Basic Earnings Per Share ( ` ) 1.63 0.11 1.20
Dividend per share ( ` ) (Face value ` 1 each) 0.60 - 0.45
Employees (numbers) 14,668 11,552 11,204

A HISTORICAL PERSPECTIVE OF THE COMPANY
As per Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015
` Crores
Particulars 2015-16 2016-17 2017-18** 2018-19 2019-20 2020-21 2021-22
Sales Volume
Vehicles (numbers) 140,457 145,066 174,873 197,366 125,200 100,725 128,326
Engines (numbers) 15,551 16,491 18,751 21,859 20,359 23,923 20,944
Spare parts and others 1,273 1,694 1,950 1,880 1,766 1,703 2,063
Revenue (Gross sales) 19,993 21,453 26,633 29,055 17,467 15,301 21,688
Profit before tax 827 1,330 2,386 2,497 362 (412) 528
Profit after tax 390 1,223 1,718 1,983 240 (314) 542
Assets
Property, Plant and Equipment, CWIP, Right-of-use 4,868 5,177 5,971 6,272 7,398 7,422 6,795
asset, Goodwill, Tangible and Intangible Assets
Investments 1,980 2,002 2,451 2,637 2,720 3,069 3,522
Trade Receivables# - - - - 1 - -
Loans and Other Financial assets 135 182 60 73 102 58 68
Income tax asset and other non-current assets 610 579 791 1,056 746 450 427
Non-Current Assets 7,593 7,940 9,273 10,038 10,967 10,999 10,812
Inventories 1,625 2,631 1,758 2,685 1,238 2,142 2,075
Investments - 877 3,155 - - - 1,298
Trade Receivables 1,251 1,064 945 2,505 1,188 2,816 3,111
Cash and Bank balances 1,593 912 1,042 1,374 1,322 823 1,047
Loans and Other Financial assets 196 211 414 487 926 829 996
Other current assets (including Contract assets) 516 282 749 1,135 749 841 931
Current assets 5,181 5,977 8,063 8,186 5,423 7,451 9,458
Assets classified as held for sale - 123 - - - - 64
Total 12,774 14,040 17,336 18,224 16,390 18,450 20,334
Financed by
Equity Share capital 285 285 293 294 294 294 294
Other Equity 5,123 5,841 6,953 8,039 6,970 6,683 7,043
Equity 5,408 6,126 7,246 8,333 7,264 6,977 7,337
Borrowings, Lease liabilities and other financial 1,995 1,194 514 333 1,431 2,625 2,914
liabilities
Deferred tax liability - Net 329 127 298 249 265 171 144
Other Non-current liabilities and provisions (including 152 172 459 520 431 403 391
Contract liabilities)
Non-current liabilities 2,476 1,493 1,271 1,102 2,127 3,199 3,449
Borrowings, Lease liabilities and other financial 1,517 2,172 1,894 1,700 2,651 1,951 1,369
liabilities
Trade payables 2,563 3,117 4,888 5,019 3,037 5,165 6,875
Other current liabilities and provisions (incl.Current 810 1,132 2,037 2,070 1,310 1,158 1,292
Tax liabilities-net and Contract liabilities)
Current liabilities 4,890 6,421 8,819 8,789 6,999 8,274 9,536
Liabilities directly associated with assets classified as - - - - - - 12
held for sale
Total 12,774 14,040 17,336 18,224 16,390 18,450 20,334
Basic Earnings Per Share ( ` ) 1.37 4.24 5.87 6.76 0.82 (1.07) 1.85
Dividend per share ( ` ) (Face value ` 1 each) 0.95 1.56 2.43 3.10 0.50@ 0.60 1.00
Employees (numbers) 10,352 11,906 11,865 12,133 11,463 10,758 10,101
Contract asset and Contract liabilities is applicable from 2018-19.
Right-of-use asset and Lease liabilities is applicable from 2019-20.
Figures may not be strictly comparable due to presentation changes resulting from adoption of IND AS
# amount is below rounding off norms adopted by the Group
@ Interim dividend declared by the Board during the year.
** Pursuant to amalgamation of three wholly owned subsidiaries of the Company with the Company from April 1, 2017.

NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the Seventy Third Annual General Meeting “RESOLVED FURTHER that the Board of Directors and the
(AGM) of Ashok Leyland Limited will be held on Friday, July 29, 2022 Nomination and Remuneration Committee thereof, be and
at 3.00 P.M. IST through Video Conferencing (‘VC’)/Other Audio Visual are hereby severally authorized to take such steps as may be
Means (‘OAVM’) to transact the following businesses: necessary, viz., statutory, contractual or otherwise, in relation
to the above, to settle all matters arising out of and incidental
ORDINARY BUSINESS thereto, to sign and execute deeds, applications, documents and
1. To receive, consider and adopt: writings that may be required, on behalf of the Company and
generally to do all such other acts, deeds, matters and things
a) the Audited Standalone Financial Statements of the as may be necessary, proper, expedient or incidental for giving
Company for the financial year ended March 31, 2022, effect to this Resolution.”
together with the Reports of the Board of Directors and
the Auditors thereon; and 6. To consider and if thought fit, to pass with or without
modification(s), the following resolution as a Special Resolution:
b) the Audited Consolidated Financial Statements of the
Company for the financial year ended March 31, 2022 “RESOLVED that pursuant to the provisions of Section 197,
together with the Report of Auditors thereon. Schedule V and other applicable provisions of the Companies
Act, 2013 (‘the Act’) [including any statutory modification(s)
2. To declare a dividend for the financial year ended March 31, or re-enactment(s) thereof for the time being in force] and
2022. the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, the
3. To appoint a Director in place of Dr. C Bhaktavatsala Rao (DIN:
Ordinary Resolution passed by the Members at the AGM held
00010175) who retires by rotation and being eligible, offers
on July 31, 2019, and pursuant to the recommendations of the
himself for re-appointment.
Nomination and Remuneration Committee and the Board of
4. To consider and if thought fit, to pass with or without Directors of the Company, the Members do hereby ratify and
modification(s), the following resolution as an Ordinary confirm the remuneration of ` 5,73,13,925/-paid/payable to
Resolution: Mr. Gopal Mahadevan (DIN: 01746102), Whole-time Director
and Chief Financial Officer of the Company for the financial
“RESOLVED that pursuant to the provisions of Section 139, year 2021-22 as the minimum remuneration as per the terms
142 and other applicable provisions, if any, of the Companies of his appointment, including in particular an amount of
Act, 2013 (‘the Act’) read with the Companies (Audit and ` 4,05,05,545/- paid/payable to him for the financial year 2021-
Auditors) Rules, 2014 [including any statutory modification(s) or 22 being the amount in excess of the limits prescribed under
re-enactment(s) thereof for the time being in force], the provisions of Section 197 read with Schedule V of the Act,
Messers. Price Waterhouse & Co Chartered Accountants LLP in view of inadequacy of profits for the financial year 2021-22.”
(FRN 304026E/E-300009), Chennai, be and are hereby
reappointed as the Statutory Auditors of the Company to hold “RESOLVED FURTHER that the Board of Directors and the
office for a second term of five consecutive financial years, from Nomination and Remuneration Committee thereof, be and
the conclusion of this Seventy Third Annual General Meeting till are hereby severally authorized to take such steps as may be
the conclusion of the Seventy Eighth Annual General Meeting necessary, viz., statutory, contractual or otherwise, in relation
at such remuneration and out of pocket expenses in connection to the above, to settle all matters arising out of and incidental
with the audit, as may be mutually agreed upon by the Board of thereto, to sign and execute deeds, applications, documents and
Directors and the Statutory Auditors.” writings that may be required, on behalf of the Company and
SPECIAL BUSINESS
as may be necessary, proper, expedient or incidental for giving
5. To consider and if thought fit, to pass with or without effect to this Resolution.”
7. To consider and if thought fit, to pass with or without
“RESOLVED that pursuant to the provisions of Section 197, modification(s), the following resolution as a Special Resolution:
Schedule V and other applicable provisions of the Companies
Act, 2013 (‘the Act’) [including any statutory modification(s) “RESOLVED that pursuant to the provisions of Section 197,
or re-enactment(s) thereof for the time being in force] and Schedule V and other applicable provisions of the Companies
the Companies (Appointment and Remuneration of Managerial Act, 2013 (‘the Act’) [including any statutory modification(s)
Personnel) Rules, 2014, as amended from time to time, the or re-enactment(s) thereof for the time being in force] and
Ordinary Resolution passed by the Members through postal ballot the Companies (Appointment and Remuneration of Managerial
on February 26, 2020 and pursuant to the recommendations of Personnel) Rules, 2014, as amended from time to time, the
the Nomination and Remuneration Committee and the Board Ordinary Resolution passed by the Members through Postal
of Directors of the Company, the Members do hereby ratify Ballot on January 22, 2022 and pursuant to the recommendations
and confirm the remuneration of ` 14,72,63,745/- paid to of the Nomination and Remuneration Committee and the Board
Mr. Vipin Sondhi (DIN: 00327400), Managing Director and Chief of Directors of the Company, the Members do hereby ratify and
Executive Officer of the Company for the period April 1, 2021 to confirm the remuneration of ` 1,73,61,111/-paid/payable to
December 31, 2021 as the minimum remuneration as per the Mr. Dheeraj G Hinduja (DIN: 00133410), Executive Chairman of
terms of his appointment, including in particular an amount of the Company for the period from November 26, 2021 till March
` 12,64,69,213/- paid to him for the aforesaid period, being the 31, 2022 as the minimum remuneration as per the terms of his
amount in excess of the limits prescribed under the provisions appointment, including in particular an amount of ` 1,11,13,224/-
of Section 197 read with Schedule V of the Act, in view of paid/payable to him for the aforesaid period, being the amount
inadequacy of profits for the financial year 2021-2022.” in excess of the limits prescribed under the provisions of Section

197 read with Schedule V of the Act, in view of inadequacy of payable to Mr. Dheeraj G Hinduja (DIN: 00133410), Executive
profits for the financial year 2021-22.” Chairman of the Company be and is hereby revised as per details
given below, with effect from April 1, 2022 :
“RESOLVED FURTHER that the Board of Directors and the
Nomination and Remuneration Committee thereof, be and Basic Salary, Allowances etc., with liberty to the Nomination and
are hereby severally authorized to take such steps as may be Remuneration Committee and the Board to alter and vary the
necessary, viz., statutory, contractual or otherwise, in relation terms and conditions of the compensation in such manner as
to the above, to settle all matters arising out of and incidental may be agreed between the Company and Mr. Dheeraj G Hinduja
thereto, to sign and execute deeds, applications, documents and subject to compensation not exceeding ` 9,00,00,000/- (Rupees
writings that may be required, on behalf of the Company and Nine Crores only) per annum.
as may be necessary, proper, expedient or incidental for giving Mr. Dheeraj G Hinduja is entitled to perquisites, commission and
effect to this Resolution.” retiral benefits as applicable to him as per Company’s policy.
8. To consider and if thought fit, to pass with or without For calculating the perquisites and allowances, the same shall be
modification(s), the following resolution as an Ordinary evaluated as per the Income Tax Rules, wherever applicable. In
Resolution: the absence of any such rules, perquisites and allowances shall
be evaluated at actual cost incurred by the Company in providing
“RESOLVED that pursuant to the provisions of Section 197, the same.
Schedule V and other applicable provisions of the Companies
Act, 2013 (‘the Act’) [including any statutory modification(s) Mr. Dheeraj G Hinduja will not be entitled to any sitting fees for
or re-enactment(s) thereof for the time being in force] and attending meetings of the Board or Committees thereof.
the Companies (Appointment and Remuneration of Managerial Mr. Dheeraj G Hinduja will be subject to all other service
Personnel) Rules, 2014, as amended from time to time, the conditions as applicable to any other employee of the Company.
approval of the Members be and is hereby accorded for payment
of remuneration to the Non-Executive Directors of the Company Overall remuneration:
for the financial year 2021-2022, as detailed hereunder:
The Nomination and Remuneration Committee/Board of
S.No. Name ` in lakhs Directors as it may in its absolute discretion deem fit, revise
the remuneration payable to Executive Chairman, during any
1. Prof. Dr. Andreas H Biagosch, 35.03 financial year, during the currency of the tenure of office, in
Independent Director such manner as may be agreed to between the Nomination
2. Dr. Andrew C Palmer, Non-Executive 27.51 and Remuneration Committee/Board and Executive Chairman,
Non Independent Director subject to the condition that the remuneration by way of salary,
3. Mr. Jean Brunol, Independent Director 35.86 perquisites, variable compensation/commission, allowances and
other benefits, shall be within the limits permissible under
4. Mr. Jose Maria Alapont, Independent 38.54 Section 197 read with Schedule V of the Act.
Director
5. Ms. Manisha Girotra, Independent 30.38 Minimum Remuneration:
Director Notwithstanding anything to the contrary herein contained,
6. Mr. Sanjay K Asher, Independent Director 36.87 where in any financial year, the Company has no profits, or its
7. Mr. Saugata Gupta, Independent Director 35.38 profits are inadequate, the Company will pay to the Executive
Chairman the above as minimum remuneration subject to such
8. Dr. C Bhaktavatsala Rao, Non-Executive 44.18 limits and approvals as may be applicable.”
Non-Independent Director
9. Mr. Shom Ashok Hinduja, Non-Executive 16.25 “RESOLVED FURTHER that for the purpose of giving effect to
Non-Independent Director the foregoing resolutions, the Nomination and Remuneration
Committee and the Board be and are hereby severally authorised
RESOLVED FURTHER that for the purpose of giving effect to this to do all such acts, matters, deeds and things, as it may in its
resolution, the Board of Directors be and is hereby authorized absolute discretion deem necessary, proper or desirable, and to
to do all such acts, deeds, matters and things as it may, in its settle any question, difficulty or doubt that may arise in respect
discretion deem desirable, necessary, expedient, usual or proper of aforesaid without being required to seek any further approval
to implement this Resolution.” of the Members of Company, or otherwise to the end and intent
that they shall be deemed to have given their approval thereto
9. To consider and if thought fit, to pass with or without expressly by the authority of this resolution.”
“RESOLVED that pursuant to the provisions of Sections 196, 197 modification(s), the following resolution as an Ordinary
and other applicable provisions, if any, of the Companies Act, Resolution:
2013 (‘the Act’) and the Rules made thereunder and Regulation
17(6)(e) of Securities and Exchange Board of India (Listing “RESOLVED that pursuant to the provisions of Section 148(3)
Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions of the Companies Act, 2013
[including any statutory modification(s) or re-enactment(s) thereof (‘the Act’) and the Rules made thereunder [including any
for the time being in force] and based on the recommendation statutory modification(s) or re-enactment(s) thereof for the time
of the Nomination and Remuneration Committee and approval being in force], the remuneration payable to Messers. Geeyes
of the Board of Directors of the Company, the remuneration & Co., Cost & Management Accountants (Firm Registration No.

000044), appointed by the Board of Directors as Cost Auditors to in force], the Company’s Policy on dealing with Related Party
conduct the audit of the cost accounting records of the Company Transactions and all other applicable laws and regulations
for the financial year ended March 31, 2022, amounting to including but not limited to the relevant provisions of the
` 7,00,000/- (Rupees Seven lakhs only) plus applicable taxes and Companies Act, 2013 as may be applicable, the approval of
reimbursement of out of pocket expenses incurred in connection the Members, be and is hereby accorded for the Related Party
with the aforesaid audit, be and is hereby ratified.” Transactions (whether an individual transaction or transactions
taken together or series of transactions or otherwise) with the
11. To consider and if thought fit, to pass with or without Company’s step down subsidiary - Switch Mobility Automotive
modification(s), the following resolution as an Ordinary Limited, a ‘Related Party’ of the Company as per Section 2(76)
Resolution: of the Companies Act, 2013, with respect to sale & purchase of
goods, availing or rendering of services, providing any security
“RESOLVED that pursuant to Regulation 23 of the Securities
or guarantee in whatever form called, giving of loans, other
and Exchange Board of India (Listing Obligations and Disclosure
expenses/income/transactions etc. for the financial year 2022-
Requirements) Regulations, 2015 [including any statutory
23 for an aggregate value which would be in excess of ` 1,000
modification(s) or re-enactment(s) thereof for the time being
Crores or 10% of the annual consolidated turnover as per the
in force], the Company’s Policy on dealing with Related Party
Company’s last audited financial statements, whichever is lower,
Transactions and all other applicable laws and regulations
on such terms and conditions as may be decided by the Board of
including but not limited to the relevant provisions of the
Directors/Audit Committee from time to time provided that the
Companies Act, 2013 as may be applicable, the approval of
said contract(s)/arrangement(s)/transaction(s) shall be carried
the Members be and is hereby accorded for the Related Party
out at arm’s length basis and in the ordinary course of business
Transactions (whether an individual transaction or transactions
of the Company.”
taken together or series of transactions or otherwise) with TVS
Mobility Private Limited, a ‘Related Party’ of the Company’s “RESOLVED FURTHER that the Board of Directors of the
subsidiary as per Section 2(76) of the Companies Act, 2013, Company/the Audit Committee be and is hereby authorized
with respect to sale of vehicles/spares/reconditioned engines/ to do and perform all such acts, deeds and things, as may
services/payment of incentives & commission, warranty, sales be necessary, including finalizing the terms and conditions,
promotion etc., for FY 2023-24, for an aggregate value which modes and executing necessary documents, including contracts,
would be in excess of ` 1,000 Crores or 10% of the annual schemes, agreements and other documents, file applications,
consolidated turnover as per the Company’s last audited financial make representations thereof and seek approval from relevant
statements, whichever is lower, on such terms and conditions as authorities, if required and deal with any matters, take necessary
may be decided by the Board of Directors/Audit Committee from steps as the Board may in its absolute discretion deem necessary,
time to time provided that the said contract(s)/arrangement(s)/ desirable or expedient, to give effect to this Resolution and to
transaction(s) shall be carried out at arm’s length basis and are settle any question that may arise in this regard and incidental
in the ordinary course of business of the Company.” thereto, without being required to seek any further consent or
approval of the Members and that the Members shall be deemed
“RESOLVED FURTHER that the Board of Directors of the
to have given their approval thereto expressly by the authority of
Company/the Audit Committee be and is hereby authorized
this Resolution.”
to do and perform all such acts, deeds and things, as may
be necessary, including finalizing the terms and conditions, “RESOLVED FURTHER THAT the Board of Directors be and is
modes and executing necessary documents, including contracts, hereby authorized to delegate all or any of the powers herein
schemes, agreements and other documents, file applications, conferred, to any Director(s), Chief Financial Officer, Company
make representations thereof and seek approval from relevant Secretary or any other Officer(s) of the Company, to do all such
authorities, if required and deal with any matters, take necessary acts and take such steps, as may be considered necessary or
steps as the Board may in its absolute discretion deem necessary, expedient, to give effect to the aforesaid resolution(s).”
desirable or expedient, to give effect to this Resolution and to
settle any question that may arise in this regard and incidental “RESOLVED FURTHER THAT all actions taken by the Board of
thereto, without being required to seek any further consent or Directors/Audit Committee in connection with matters referred
approval of the Members and that the Members shall be deemed to or contemplated in the foregoing resolutions, be and are
to have given their approval thereto expressly by the authority of hereby approved, ratified and confirmed in all respects.”
this Resolution.”
“RESOLVED FURTHER THAT the Board of Directors be and is modification(s), the following resolution as a Special Resolution:
hereby authorized to delegate all or any of the powers herein
conferred, to any Director(s), Chief Financial Officer, Company “RESOLVED that pursuant to the provisions of Section 186 of
Secretary or any other Officer(s) of the Company, to do all such the Companies Act, 2013 (’the Act’) read with the Companies
acts and take such steps, as may be considered necessary or (Meetings of Board and its Powers) Rules, 2014 and other
expedient, to give effect to the aforesaid resolution(s).” applicable provisions, if any, of the Act [including any statutory
modification(s) or re-enactment(s) thereof for the time being
12. To consider and if thought fit, to pass with or without in force] and subject to such approvals, consents, sanctions
modification(s), the following resolution as an Ordinary and permissions as may be necessary, consent of the Members
Resolution: of the Company be and is hereby accorded to the Board of
Directors of the Company (‘‘Board’) to (i) give any loan to any
“RESOLVED that pursuant to Regulation 23 of the Securities person or other body corporate; (ii) give guarantee or provide
and Exchange Board of India (Listing Obligations and Disclosure security in connection with a loan to any other body corporate
Requirements) Regulations, 2015 [including any statutory or person; and (iii) acquire by way of subscription, purchase or
modification(s) or re-enactment(s) thereof for the time being otherwise, the securities of any other body corporate, as they

may in their absolute discretion deem beneficial and in the 5. Pursuant to the provisions of the Act, a Member entitled to
interest of the Company, subject however that the aggregate attend and vote at the AGM is entitled to appoint a proxy to
of the loans and investments so far made and the amount for attend and vote on his/her behalf and the proxy need not be a
which guarantees or securities have so far been provided to or Member of the Company. Since this AGM is being held pursuant
in all bodies corporate along with the additional investments, to the MCA Circulars through VC/OAVM, physical attendance of
loans, guarantees or securities proposed to be made or given Members has been dispensed with. Accordingly, the facility for
or provided by the Company, from time to time, in future, shall appointment of proxies by the Members will not be available for
not exceed a sum of ` 2,000 Crores (Rupees Two Thousand the AGM and hence the Proxy Form and Attendance Slip are not
Crores only) over and above the limit of 60% of the paid-up annexed to this Notice.
share capital, free reserves and securities premium account of
the Company or 100% of free reserves and securities premium 6. Institutional/Corporate Shareholders (i.e., other than individuals/
account of the Company, whichever is more, as prescribed under HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG
Section 186 of the Companies Act, 2013.” format) of its Board or governing body resolution/authorisation
etc., authorising its representative to attend the AGM through
“RESOLVED FURTHER that the Board (or a Committee thereof VC/OAVM on its behalf and to vote through remote e-voting. The
constituted for this purpose) be and is hereby authorized to take said resolution/authorisation shall be sent to the Scrutinizer by
all such steps as may be necessary, proper and expedient to give e-mail at their registered e-mail address to scrutiniserbc@gmail.
effect to this Resolution.” com with a copy marked to evoting@nsdl.co.in.
By Order of the Board 7. Members are requested to note that, dividends if not encashed
for a period of seven years from the date of transfer to Unpaid
Dividend Account of the Company, are liable to be transferred
Chennai N Ramanathan to the Investor Education and Protection Fund (‘IEPF’). Shares
May 19, 2022 Company Secretary in respect of which dividends have remained unclaimed for a
period of seven consecutive years or more are also liable to
Registered Office: be transferred to the demat account of the IEPF Authority. In
1, Sardar Patel Road, Guindy view of this, Members/claimants are requested to claim their
Chennai - 600 032 dividends from the Company, within the stipulated timeline.
CIN: L34101TN1948PLC000105 The Members, whose unclaimed dividends/shares have been
Tel: +91 44 2220 6000; Fax: +91 44 2220 6001 transferred to IEPF, may claim the same by making an application
E-mail: secretarial@ashokleyland.com to the IEPF Authority, in Form No. IEPF-5 available on www.iepf.
Website: www.ashokleyland.com gov.in. The Members/claimants can file only one consolidated
claim in a financial year as per the IEPF Rules.
NOTES:
8. In compliance with the MCA Circulars and SEBI Circular dated
1. A dividend of ` 1.00/- per share has been recommended by the May 13, 2022, Notice of the AGM along with the Annual Report
Board of Directors for the year ended March 31, 2022, subject for the FY 2021-22 is being sent only through electronic mode
to approval of shareholders. Dividend, if approved at the Annual to those Members whose e-mail addresses are registered with
General Meeting (AGM), shall be paid before August 27, 2022. the Company/Depositories. Members may note that the Notice
The Company has fixed Friday, July 15, 2022 as the Record Date and Annual Report for the FY 2021-22 will also be available
for determining entitlement of Members to the dividend for the on the Company’s website www.ashokleyland.com, websites
financial year ended March 31, 2022, if approved at the AGM. of the Stock Exchanges i.e., BSE Limited and National Stock
Exchange of India Limited at www.bseindia.com and
2. The Ministry of Corporate Affairs (‘MCA’) has vide its circulars www.nseindia.com respectively, and on the website of NSDL –
dated April 8, 2020, April 13, 2020, May 5, 2020 read with www.evoting.nsdl.com.
circular dated May 5, 2022 (collectively referred to as ‘MCA
Circulars’) permitted the holding of the Annual General Meeting 9. Members seeking any information with regard to the accounts
(‘AGM’) through VC/OAVM, without the physical presence of the or any matter to be placed at the AGM, are requested to write
Members at a common venue. In compliance with the provisions to the Company on or before July 22, 2022 through e-mail to
of the Companies Act, 2013 (‘Act’), SEBI (Listing Obligations secretarial@ashokleyland.com. The same will be replied by the
and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Company suitably.
Regulations’) and MCA Circulars, the AGM of the Company is
being held through VC/OAVM. 10. The Register of Directors and Key Managerial Personnel and
their shareholding, maintained under Section 170 of the Act,
3. The Register of Members and the Share Transfer books of the the Register of Contracts or Arrangements in which the Directors
Company will remain closed from Saturday, July 16, 2022 to are interested, maintained under Section 189 of the Act and the
Friday, July 29, 2022 (both days inclusive) for the purpose of relevant documents referred to in the Notice will be available,
ensuing AGM of the Company. electronically, for inspection by the Members during the AGM.
All documents referred to in the Notice will also be available
4. The relevant Explanatory Statement pursuant to Section 102 of from the date of circulation of this Notice up to the date of
Act, setting out material facts in respect of businesses under AGM. Members seeking to inspect such documents can send an
item nos. 4 to 13 of the Notice, is annexed hereto. Details e-mail to secretarial@ashokleyland.com.
pursuant to Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard on General Meetings issued by the Institute 11. Members holding shares in physical form and desirous of making
of Company Secretaries of India, in respect of the Director a nomination in respect of their shareholding in the Company as
seeking re-appointment at this AGM are also annexed. permitted under Section 72 of the Act, read with the Rules made

thereunder are requested to send the prescribed Form SH-13 to 15. Members attending the AGM through VC/OAVM shall be counted
the Corporate/Registered Office of the Company. Any change or for the purpose of reckoning the quorum under Section 103 of
cancellation of the nomination already given is to be submitted the Act. Subject to receipt of requisite number of votes, the
in Form SH-14. Form SH-13 and Form SH-14 are available on the resolutions shall be deemed to be passed on the date of the
Company’s website in the Investors Section for download. AGM, i.e., Friday, July 29, 2022.
12. Members are requested to intimate changes, if any, pertaining 16. Since the AGM will be held through VC/OAVM, the Route Map is
to their name, postal address, e-mail address, telephone/ not annexed in this Notice.
mobile numbers, Permanent Account Number, ECS mandate,
nominations, power of attorney, bank account details, etc., to 17. Voting and joining Annual General Meeting through electronic
their Depository Participant(s) in case the shares are held by means:
them in electronic form and to Integrated Registry Management (i) Pursuant to the provisions of Section 108 of the Companies
Services Private Limited (‘RTA’), ‘Kences Towers”, 2nd Floor, No. Act, 2013 read with Rule 20 of the Companies (Management
1, Ramakrishna Street, North Usman Road, T Nagar, Chennai - and Administration) Rules, 2014 (as amended from time
600 017 in case the shares are held by them in physical form. to time) and Regulation 44 of SEBI Listing Regulations,
the Company is providing facility of remote e-voting to its
Members are requested to note that SEBI vide circular dated
Members in respect of the business to be transacted at
November 3, 2021 has mandated that Members holding shares
the AGM. For this purpose, the Company has entered into
in physical mode are required to update the following with the
an agreement with National Securities Depository Limited
Company/RTA:
(NSDL) for facilitating voting through electronic means, as
• PAN; the authorized agency. The facility of casting votes by a
Member using remote e-voting system as well as voting on
• KYC details containing address, mobile number, e-mail the date of the AGM will be provided by NSDL.
address, bank account details;
(ii) The ‘cut-off date’ for determining the eligibility for voting
• Nomination details or declaration to opt out. through electronic voting system is fixed as Friday, July 22,
2022. The remote e-voting period commences on Tuesday,
Members holding shares in physical mode, who have not July 26, 2022, at 9.00 a.m. IST and ends on Thursday, July
registered their above particulars are requested to register the 28, 2022 at 5.00 p.m. IST. During this period, a person
same with the Company/RTA in prescribed Form ISR-1. Any whose name is recorded in the Register of Members or
clarifications in this regard may be addressed to the RTA at in the Register of Beneficiary Owners maintained by the
csdstd@integratedindia.in. depositories, as on the cut-off date, i.e., Friday, July 22,
2022 shall be entitled to avail the facility of remote e-voting.
Folios wherein any one of PAN, KYC and Nomination are not The remote e-voting module shall be disabled by NSDL for
available on or before April 01, 2023, shall be frozen and those voting thereafter. Those Members, who will be present in
shareholders will not be eligible to lodge grievance or avail the AGM through VC/OAVM facility and have not cast their
service request from the RTA or be eligible for receipt of dividend vote on the resolutions through remote e-voting and are
in physical mode. After December 31, 2025 or such due date otherwise not barred from doing so, shall be eligible to
as notified, the frozen folios shall be referred by RTA/Company vote through e-voting system during the AGM. The voting
to the Administering Authority under the Benami Transactions rights of Members shall be in proportion to their share in
(Prohibitions) Act, 1988 and/or Prevention of Money Laundering the paid-up equity share capital of the Company as on the
Act, 2002. cut-off date, being Friday, July 22, 2022.
13. Members who hold shares in physical form in multiple folios in The details of the process and manner for remote e-voting and
identical names or joint holding in the same order of names are voting during the AGM are explained below:
requested to send the share certificates to the Company/RTA for Step 1: Access to NSDL e-voting system
consolidation into a single folio.
Step 2: Cast your vote electronically on NSDL e-voting system
14. As per Regulation 40 of SEBI Listing Regulations, as amended,
all requests for transfer of securities including transmission and Step 1: Access to NSDL e-voting system
transposition requests shall be processed only in dematerialized A) LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL
form. In view of this and to eliminate all risks associated with MEETING FOR INDIVIDUAL MEMBERS HOLDING
physical shares and for ease of portfolio management, Members SECURITIES IN DEMAT MODE
holding shares in physical form are requested to consider
converting their holdings to dematerialised form. In terms of SEBI circular dated December 9, 2020 on
‘e-voting facility provided by Listed Companies’, the e-voting
Members may note that SEBI vide circular dated January 25, process has been enabled to all individual demat account
2022 has mandated listed companies to issue securities in holders, by way of single login credential, through their
dematerialized form only while processing service requests viz. demat account(s)/websites of Depositories/Depository
Issue of duplicate securities certificate; claim from unclaimed Participant(s) (“DPs”) in order to increase the efficiency
suspense account; renewal/exchange of securities certificate; of the voting process. Individual demat account holders
endorsement; sub-division/splitting of securities certificate; would be able to cast their vote without having to register
consolidation of securities certificates/folios; transmission and again with the e-voting service provider (“ESP”); thereby
transposition. Hence, issue of share certificates in physical form not only facilitating seamless authentication but also ease
is not permissible. and convenience of participating in e-voting process.

Members are advised to update their mobile number and e-mail address in their demat accounts to access e-voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method

Individual Shareholders I. NSDL IDeAS facility:
holding securities in demat
mode with NSDL i. In case you are registered with NSDL IDeAS facility, then –
a. Please visit https://eservices.nsdl.com either on a personal computer or on a mobile

phone.
b. The e-Services home page is displayed. On the e-Services home page, click on the
‘Beneficial Owner’ icon under ‘Login’ available under ‘IDeAS’ section.
c. You will have to enter your existing User ID and Password. After successful
authentication, you will be able to see e-voting services.
d. Click on “Access to e-voting” under e-voting services and you will be able to see
e-voting page.
e. Click on options available against company name or e-voting service provider –

NSDL and you will be redirected to the NSDL e-voting website for casting your vote
during the remote e-voting period or voting during the meeting.
ii. If you are not registered for IDeAS e-Services -
a. The option to register is available at https://eservices.nsdl.com.
b. Select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/

SecureWeb/IdeasDirectReg.jsp
c. Upon successful registration, please follow the steps given in point (a) to (e) above.
II. E-voting website of NSDL
a. Visit the e-voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone.
b. Once the home page of e-voting system is launched, click on the ‘Login’ icon available
under the ‘Shareholder/Member’ section.
c. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat
account number held with NSDL), Password/OTP and a verification code as shown on the
screen.
d. After successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-voting page.
e. Click on options available against company name or e-voting service provider – NSDL and
you will be redirected to the e-voting website of NSDL for casting your vote during the
remote e-voting period or voting during the meeting.
f. Shareholders/Members can also download NSDL Mobile App “NSDL Speed-e” facility by
scanning the QR code mentioned below for seamless voting experience.

Type of shareholders Login Method

Individual Shareholders 1. Existing users who have opted for Easi/Easiest can login through their user ID and password. The
holding securities in demat option to reach the e-voting page will be made available without any further authentication.
mode with CDSL The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest, the user will be also able to see the e-voting menu. The
menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, the option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-voting page by providing demat Account Number
and PAN from a link in www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & E-mail as recorded in the demat Account. After successful
authentication, the user will be provided links for the respective ESP i.e. NSDL where the
e-voting is in progress.
Individual Shareholders 1. You can also login using the login credentials of your demat account through your Depository
(holding securities in Participant registered with NSDL/CDSL for e-voting facility.
demat mode) logging in
through their depository 2. Once logged in, you will be able to see e-voting option. Once you click on the e-voting option,
participants you will be redirected to NSDL/CDSL depository site after successful authentication, wherein you
can see e-voting feature.
3. Click on the options available against company name or e-voting service provider - NSDL and
you will be redirected to the e-voting website of NSDL for casting your vote during the remote
e-voting period or voting during the meeting.
Important note: Members who are unable to retrieve User ID/Password are advised to use ‘Forget User ID’ and ‘Forget Password’
option available at abovementioned website.
HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING 4. Alternatively, if you are registered for NSDL e-services
SECURITIES IN DEMAT MODE FOR ANY TECHNICAL ISSUES i.e. IDeAS, you can log in at https://eservices.nsdl.
RELATED TO LOGIN THROUGH DEPOSITORY I.E. NSDL AND com/ with your existing IDeAS login. Once you log in
CDSL. to NSDL e-services using your login credentials, click
on e-voting and you can proceed to Step 2 i.e. Cast
Login type Helpdesk details your vote electronically on NSDL e-voting system.
Individual Members facing any technical issue 5. Your User ID details are given below:
Shareholders in login can contact NSDL helpdesk
holding securities by sending a request at evoting@ Manner of holding Your User ID is:
in demat mode nsdl.co.in or call the toll free no.: shares i.e. Demat
with NSDL 1800 1020 990 and 1800 22 44 30 (NSDL or CDSL) or
Individual Members facing any technical issue Physical
Shareholders in login can contact CDSL helpdesk a) For Members 8 Character DP ID followed
holding securities by sending a request at helpdesk. who hold shares by 8 Digit Client ID
in demat mode evoting@cdslindia.com or call 022- in demat account
with CDSL 23058738 or 022-23058542-43 with NSDL For example: if your DP ID
is IN300*** and Client ID
B) LOGIN METHOD FOR E-VOTING AND JOINING VIRTUAL is 12****** then your user
MEETING FOR SHAREHOLDERS OTHER THAN INDIVIDUAL ID is IN300***12******.
SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE b) For Members 16 Digit Beneficiary ID
AND SHAREHOLDERS HOLDING SECURITIES IN PHYSICAL who hold shares
MODE. in demat account For example: if your
with CDSL Beneficiary ID is
1. Visit the e-voting website of NSDL. Open web 12**************
browser by typing the following URL: https://www. then your user ID is
evoting.nsdl.com/ either on a personal computer or 12**************
on a mobile phone. c) For Members EVEN Number followed by
2. Once the home page of e-voting system is launched, holding shares in Folio Number registered
click on the icon “Login” available under the physical form with the Company
‘Shareholder/Member’ section.
For example: if folio
3. A new screen will open. You will have to enter your number is 001*** and
User ID, your Password/OTP and a verification code EVEN is 101456 then user
as shown on the screen. ID is 101456001***

6. Password details for shareholders other than Individual 4. Cast your vote by selecting appropriate options i.e. assent
shareholders are given below: or dissent, verify/modify the number of shares for which
you wish to cast your vote and click on ‘Submit’ and
a. If you are already registered for e-voting, then you ‘Confirm’ when prompted.
can user your existing password to login and cast
your vote. 5. Upon confirmation, the message ‘Vote cast successfully’
will be displayed.
b. If you are using NSDL e-voting system for the first
time, you will need to retrieve the ‘initial password’ 6. You can also take the printout of the votes cast by you by
which was communicated to you. Once you retrieve clicking on the ‘Print’ option on the confirmation page.
your ‘initial password’, you need to enter the ‘initial
password’ for the system to prompt you to change 7. Once you confirm your vote on the resolution, you will not
your password. be allowed to modify your vote.
c. How to retrieve your ‘initial password’? 8. For joining the virtual Annual General meeting, you will
need to click on “VC/OAVM” link placed under “Join
If your e-mail ID is registered in your demat account Meeting” from the page displayed after Login.
or with the Company, your ‘initial password’ is
communicated to you on your e-mail ID. Trace the GENERAL GUIDELINES FOR MEMBERS
email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf 1. Institutional/Corporate Shareholders (i.e., other than
file. Open the .pdf file. The password to open the individuals/HUF, NRI, etc.) are required to send a scanned
.pdf file is your 8-digit Client ID for NSDL account or copy (PDF/JPEG format) of its Board or governing body
the last 8 digits of Client ID for CDSL account or Folio resolution/authorisation etc., authorising its representative
Number for shares held in physical form. The .pdf file to attend the AGM through VC/OAVM on its behalf and
contains your ‘User ID’ and your ‘initial password’. to vote through remote e-voting. The said resolution/
authorisation shall be sent to the Scrutinizer by e-mail
7. If you are unable to retrieve or have not received the at their registered e-mail address to scrutiniserbc@
‘Initial password’ or have forgotten your password: gmail.com with a copy marked to evoting@nsdl.co.in.
Institutional shareholders (i.e. other than individuals, HUF,
a. Click on ‘Forgot User Details/Password?’(If you hold NRI etc.) can also upload their Board Resolution/Power of
shares in your demat account with NSDL or CDSL) Attorney/Authority Letter etc. by clicking on ‘Upload Board
option available on www.evoting.nsdl.com. Resolution/Authority Letter’ displayed under ‘e-voting’ tab
in their login.
b. Physical User Reset Password?” (If you hold shares
in physical mode) option available on www.evoting. 2. It is strongly recommended that you do not share your
nsdl.com. password with any other person and take utmost care
to keep your password confidential. Login to the e-voting
c. If you are still unable to get the password by the website will be disabled upon five unsuccessful attempts
aforesaid two options, you can send a request to to key in the correct password. In such an event, you will
evoting@nsdl.co.in mentioning your demat account need to go through the “Forgot User Details/Password?” or
number/Folio number, your PAN, your name and “Physical User Reset Password?” option available on www.
your registered address. evoting.nsdl.com to reset the password.
d. Members can also use the OTP (One Time Password) 3. In case of any queries, you may refer the Frequently
based login for casting the votes on the e-voting Asked Questions (FAQs) for shareholders and e-voting user
system of NSDL. manual for shareholders available in the download section
of www.evoting.nsdl.com or call the toll free number:
8. After entering your password, tick on ‘Agree with Terms 1800 1020 990/1800 224 430 or send a request to
and Conditions’ by selecting on the check box. evoting@nsdl.co.in, or contact Amit Vishal, Assistant Vice
President, or Pallavi Mhatre, Senior Manager, National
9. Now, you will have to click on ‘Login’ button.
Securities Depository Ltd., at the designated email IDs:
10. After you click on the ‘Login’ button, the homepage of evoting@nsdl.co.in or AmitV@nsdl.co.in or pallavid@nsdl.
e-voting will open. co.in to get your grievances on e-voting addressed.
Step 2: Cast your vote electronically and join General Meeting PROCESS FOR THOSE MEMBERS WHOSE E-MAIL ADDRESS ARE
on NSDL e-voting system. NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING
USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS
1. After successfully logging in following Step 1, you will be FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:
able to see the EVEN of all companies in which you hold
shares and whose voting cycle and General Meeting is in 1. In case shares are held in physical mode, please provide
active status. folio no., name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned
2. Select the EVEN of Ashok Leyland Limited. copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) along with Form ISR-1 for updation of KYC
3. Now you are ready for e-voting as the voting page opens. details by e-mail to csdstd@integratedindia.in.

2. In case shares are held in demat mode, please provide July 20, 2022 (5:00 p.m. IST). Those Members who have
DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary registered themselves as a Speaker will only be allowed
ID), name, client master or copy of consolidated account to express their views/ask questions during the AGM.
statement, PAN (self-attested scanned copy of PAN card), The Company reserves the right to restrict the number
AADHAR (self-attested scanned copy of Aadhar Card) to of speakers depending on the availability of time for the
csdstd@integratedindia.in. AGM.
3. If you are an Individual Member holding securities in demat INSTRUCTIONS FOR MEMBERS FOR E-VOTING DURING THE
mode, you are requested to refer to the login method AGM:
explained at Step 1 (A) i.e. Login method for e-voting and
joining virtual meeting for Individual shareholders holding 1. The procedure for e-voting during the AGM is same as the
securities in demat mode. instructions mentioned above for remote e-voting.
4. Alternatively Members may send a request to evoting@ 2. Only those Members/shareholders, who will be present at
nsdl.co.in for procuring user ID and password for e-voting the AGM through VC/OAVM facility and have not cast their
by providing above mentioned documents. vote on the Resolution(s) through remote e-voting and are
otherwise not barred from doing so, shall be eligible to
5. In terms of SEBI circular dated December 9, 2020, on vote through e-voting system during the AGM.
e-voting facility provided by Listed Companies, individual
shareholders holding securities in demat mode are allowed 3. Members who have cast their vote through remote
to vote through their demat account maintained with e-voting prior to the AGM will be eligible to attend the
Depositories and Depository Participants. Shareholders AGM. However, they shall not be entitled to cast their vote
are required to update their mobile number and email ID again.
correctly in their demat account in order to access e-voting
facility. 4. The details of the persons who may be contacted for any
grievances connected with the facility for e-voting during
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM the AGM shall be the same as mentioned for remote
THROUGH VC/OAVM ARE AS UNDER: e-voting.
1. Members will be provided with a facility to attend the OTHER GUIDELINES FOR MEMBERS:
AGM through VC/OAVM through the NSDL e-voting system.
Members may access by following the steps mentioned 1. Any person holding shares in physical form and non-
above for ‘Access to NSDL e-voting system’. The link for individual shareholders who acquires shares of the
VC/OAVM will be available in ‘Shareholder/Member login’ Company and becomes a Member after the Company sends
where the EVEN of the Company will be displayed. After the Notice by e-mail and thereafter holds shares as on the
successful login, Members will be able to see the link of cut-off date i.e., July 22, 2022, may obtain the User ID and
‘VC/OAVM’ placed under the tab ‘Join General meeting’ password by sending a request to csdstd@integratedindia.
against the Company’s name. On clicking this link, Members in. However, if you are already registered with NSDL for
will be able to attend the AGM. Please note that Members remote e-voting, then you can use your existing user ID
who do not have the User ID and Password for e-voting and password for casting your vote. If you have forgotten
or have forgotten the User ID/Password may retrieve the your password, you can reset your password by using
same by following the e-voting instructions mentioned “Forgot User Details/Password?” or “Physical User Reset
above in the Notice, to avoid last minute rush. Password?” option available on www.evoting.nsdl.com.
Individual shareholders holding securities in demat mode,
2. Facility of joining the AGM through VC/OAVM shall open who acquire shares of the Company and becomes a
30 minutes before the time scheduled for the AGM and Member after the Company sends the Notice by e-mail
will be available for Members on first come first served and thereafter holds shares as on the cut-off date i.e., July
basis. 22, 2022, may follow the steps mentioned in the e-voting
instructions.
3. Members may join the Meeting through Laptops,
Smartphones and Tablets. Members will be required A person who is not a Member as on the cut-off date is
to allow Camera and use Internet with good speed to requested to treat this Notice for information purpose
avoid any disturbance during the Meeting. Members will only.
need the latest version of Chrome, Safari, MS Edge or
Firefox. Please note that participants connecting from 2. Your Company has appointed B Chandra & Associates,
Smartphones or Tablets or through Laptops connecting Practising Company Secretaries (Firm Reg. No.
via mobile hotspot may experience Audio/Video loss due P2017TN65700), Chennai, as the Scrutinizer to scrutinize
to fluctuation in their respective network. It is therefore the voting at the meeting and the remote e-voting process,
recommended to use stable Wi-Fi or LAN connection to in a fair and transparent manner.
mitigate any glitches.
3. The Scrutinizer shall after the conclusion of e-voting at
4. Members who would like to express their views or ask the AGM, first download the votes cast at the AGM and
questions during the AGM need to pre-register themselves thereafter unblock the votes cast through remote e-voting
as a Speaker by sending their request from their registered and shall make a consolidated scrutinizer’s report of the
email address mentioning their name, DP ID and Client total votes cast in favour or against, if any, to the Chairman
ID/folio number, PAN, mobile number at secretarial@ or a person authorised by him in writing, who shall
ashokleyland.com from July 19, 2022 (9:00 a.m. IST) to countersign the same.

4. As per Regulation 44 of the SEBI Listing Regulations, the d) Dividend income credited/paid to a “business trust”, as
results of the e-voting are to be submitted to the Stock defined in clause (13A) of section 2, by a special purpose
Exchanges within two working days of the conclusion of vehicle referred to in the Explanation to clause (23FC) of
the AGM. The results declared along with Scrutinizer’s section 10; [clause (d) to 2nd proviso to section 194]
report shall be placed on the Company’s website
www.ashokleyland.com and the website of NSDL e) Government [section 196(i)]
www.evoting.nsdl.com. The results shall also be
f) Reserve Bank of India [section 196(ii)]
communicated to the Stock Exchanges.
g) A corporation established by or under a Central Act which
Details on Tax Deduction at Source (TDS) On Dividend
is, under any law for the time being in force, exempt from
Distribution
Income-Tax on its Income [section 196(iii)]
Dividend income is taxable in the hands of Shareholders and the
h) Mutual Fund whose income is exempt u/s 10(23D) read
Company is required to deduct tax at source from dividend paid
with section 196(iv).
to Shareholders at the prescribed rates. For the prescribed rates
for various categories, the Shareholders are requested to refer i) any person for, or on behalf of, the New Pension System
to the Income Tax Act, 1961. The Shareholders are requested Trust referred to in section 10(44) [subsection 1E to section
to update their PAN with the Company/ Integrated Enterprises 197A]
(India) Private Ltd (“Integrated”) (in case of shares held in physical
mode) and with the Depositories/ Depository Participants (in j) Category I or a Category II Alternative Investment Fund
case of shares held in demat mode). established in India whose income is exempt under Section
10(23FBA) (registered with SEBI as per section 115UB) as
Resident Shareholders: per Notification 51/2015
For Resident Shareholders, who have provided valid PAN, tax k) Recognised Provident fund, Approved gratuity fund,
shall be deducted at source under Section 194 of the Income Approved superannuation fund or any other entity entitled
Tax Act, 1961 at 10% on the amount of dividend. to exemption from TDS / covered under circular 18/2017
dt. 29 May 2017.
Tax shall be deducted at source at 20% wherein–
Shareholders are requested to file their appropriate declarations
a) Shareholders do not have a valid PAN / have not registered
in the prescribed format with necessary self-attested documentary
their valid PAN details in their account/ with the Company/
evidence using the link at https://www.integratedindia.in/
Integrated,
ExemptionFormSubmission.aspx.
b) Shareholders classified as specified persons under section
206AB Non-resident Shareholders:
No tax shall be deducted on the dividend payable to a resident For Foreign Portfolio Investor (FPI)/Foreign Institutional Investors
individual if (‘FIIs’) category Shareholders, taxes shall be deducted at source
under Section 196D of the Act at 20% (plus applicable surcharge
(a) The aggregate amount of dividend [interim, final or by any and cess).
other name called] during Financial Year 2022-23 does not
exceed ` 5,000 for a resident individual Shareholder having For other Non-resident Shareholders, taxes are required to be
valid PAN and is not a Specified Person under section deducted in accordance with the provisions of Section 195 of the
206AB; or Income Tax Act, 1961, at the rates in force. As per the relevant
provisions of the Income Tax Act, 1961, the tax shall be deducted
(b) In cases where the individual Shareholder provides valid at the rate of 20% (plus applicable surcharge and cess) on the
Form 15G / Form 15H duly filled in all aspects and signed amount of dividend payable to them.
and also meets all the required eligibility conditions, or
Further, in absence of valid PAN, tax will be deducted at a
(c) Exemption certificate is issued by the Income-tax higher rate of 20% as per Section 206AA of the Act. Further,
Department, if any. in case where PAN is not updated with the Company’s RTA or
information sought in the declaration are not provided, higher
Apart from above cases, following categories of Shareholders are rate of withholding tax as per Section 206AA shall be applied.
exempt from tax deduction at source as per Sec. 194, 196, 197A
of the Income Tax Act, 1961 and/or notification by CBDT: However, in case of a non-residents, section 206AA shall not
apply in respect of payments in the nature of dividend, if the
a) Life Insurance Corporation of India [clause (a) to 2nd shareholder furnishes the following details and the documents
proviso to section 194] specified in sub-rule (2) of Rule 37BC of the Income-tax Rules,
1962 to Ashok Leyland Limited:
b) General Insurance Corporation of India/ The New India
Assurance Company Ltd / United India Insurance Company - Name, e-mail id, contact number;
Ltd / The Oriental Insurance Company Ltd / National
Insurance Company Ltd [clause (b) to 2nd proviso to - Address in the country or specified territory outside India
section 194] of which the deductee is a resident;
c) Any other Insurer in respect of any shares owned by it or - Tax Residency Certificate (TRC): A certificate of his being
in which it has full beneficial interest [clause (c) to 2nd tax resident in any country or specified territory outside
proviso to section 194] India from the Government of that country or specified

territory if the law of that country or specified territory shares in physical mode are requested to furnish details to the
provides for issuance of such certificate Company’s registrar and share transfer agent. The Company is
obligated to deduct tax at source (TDS) based on the records
- Tax Identification Number of the deductee in the country available with RTA and no request will be entertained for revision
or specified territory of his residence and in case no such of TDS return.
number is available, then a unique number on the basis
of which the deductee is identified by the Government of In order to enable us to determine the appropriate tax rate at
that country or the specified territory of which he claims which tax has to be deducted at source under the respective
to be a resident. provisions of the Income-tax Act, 1961, we request Resident
Shareholders and Non-Resident Shareholders to upload
FPI/FIIs and the Non-resident Shareholders have the option to
the details and documents referred to in this Notice in the
be governed by the provisions of the Double Tax Avoidance
Agreement (DTAA) between India and the country of tax format provided by us and as applicable to you on the link at
residence of the Shareholder, if they are more beneficial to https://www.integratedindia.in/ExemptionFormSubmission.aspx
them.
No communication on the tax determination / deduction shall
To avail benefit of rate of deduction of tax at source under DTAA, be entertained beyond 5.00 p.m. on July 21, 2022.
such Non-resident Shareholders/FPI will have to provide the
Deduction of tax at a rate lower than statutory rate or no
following:
deduction of tax shall depend upon the completeness of
1. Self-attested copy of the PAN allotted by the Indian Income the documents and the satisfactory review of the forms and
Tax authorities; the documents, submitted by Resident Shareholders, to the
Company/RTA.
2. Tax Residency Certificate from the jurisdictional tax
authorities confirming residential status for FY 2022-23. Please note that the Company is not obligated to apply the
beneficial DTAA rates at the time of tax deduction/withholding
3. Declaration by the non- resident in prescribed Form 10F for on dividend amounts. Application of beneficial DTAA Rate shall
FY 2022-23. depend upon the completeness and satisfactory review of the
documents submitted by Non- Resident Shareholder/ FPI, to the
4. Self-declaration by the Non-resident Shareholder as to:
Company/ RTA.
i. Eligibility to claim tax treaty benefits based on the Incomplete and / or unsigned forms, declarations and documents
tax residential status of the Shareholder, including
will not be considered by the Company for granting any
having regard to the satisfaction of the place of
exemption. Decision of the Company with respect to the validity
effective management (POEM), principal purpose
of any document will be final.
test, General Anti Avoidance Rule (‘GAAR’), Simplified
Limitation of Benefit test (wherever applicable), as In case of any discrepancy in documents submitted by the
regards the eligibility to claim recourse to concerned Shareholder, the Company will deduct tax at higher rate as
Double Taxation Avoidance Agreements with India;
applicable, without any further communication in this regard.
ii. No Permanent Establishment / fixed base in India in Tax deducted by the Company is final and the Company shall
accordance with the applicable tax treaty; not refund /adjust the tax so deducted subsequently.
iii. Shareholder being the beneficial owner of the It may be further noted that in case the tax on dividend is
dividend income to be received on the equity shares. deducted at a higher rate in absence of receipt of the details/
documents, there would still be an option available with the
In case of non-resident Shareholder, having permanent shareholder to file the return of income and claim an appropriate
establishment in India, if they are classified as ‘specified refund, if eligible. No claim shall lie against the Company for such
person’ as per the provision of section 206AB, tax will be higher taxes deducted.
deducted at rate higher of:
In the event of any income tax demand (including interest,
(a) twice the rate as per the provisions of Income Tax penalty, etc.) arising from any misrepresentation, inaccuracy
Act, 1961; or or omission of information provided/to be provided by the
Shareholder(s), such Shareholder(s) will be responsible to
(b) twice the rate in force; or
indemnify the Company and also, provide the Company with
(c) 5%. all information / documents and co-operation in any appellate
proceedings.
General:
Explanatory Statement pursuant to Section 102 of the Companies Act,
Shareholders holding shares in dematerialized mode, are 2013
requested to update their records such as tax residential status, As required under Section 102 of Companies Act, 2013 (‘the Act’), the
permanent account number (PAN), registered email addresses, following Explanatory Statement sets out all material facts relating to
mobile numbers and other details with their relevant depositories the businesses mentioned under Item Nos. 4 to 13 of the accompanying
through their depository participants. Shareholders holding Notice.

Item No. 4 Mr. Dheeraj G Hinduja was appointed as the Executive Chairman for a
period of three years from November 26, 2021 till November 25, 2024,
Messers. Price Waterhouse & Co Chartered Accountants LLP (FRN on such terms and conditions including payment of remuneration as
304026E/E-300009) (PWC), Chennai were appointed as the Statutory mentioned therein.
Auditors of the Company by the shareholders at the 68th Annual
General Meeting (AGM) to hold office for a period of five years from Owing to the outbreak of the COVID-19 pandemic, lower offtake in the
the conclusion of the 68th AGM till the conclusion of the 73rd AGM. automobile segment and the shortage of semi-conductor chips, rising
PWC will complete their first term of five consecutive years as the commodity prices, the Company’s performance has remained subdued
Statutory Auditors of the Company at the conclusion of this AGM. in the last two years. While relaxation of COVID-19 restrictions and
an increase in the demand contributed to a recovery and better
PWC are eligible to be reappointed as Statutory Auditors of the performance as compared to the previous financial year (2020-21), the
Company for a second term of five years in terms of the provisions of challenges relating to short supply of semi-conductors and increase in
Section 139 of the Act. PWC have consented to their appointment as commodity prices affected the Company’s performance for the current
Statutory Auditors for the second term and have provided a certificate financial year (2021-22), resulting in inadequate profits for the purpose
stating that they satisfy the criteria provided in Section 141 of the Act. of computing managerial remuneration.
The Audit Committee at its meeting held on May 18, 2022 considered As a result of the above –
various parameters including performance during the first term, the
ability to serve a large organisation, the audit experience, technical - the remuneration paid to Mr. Vipin Sondhi, then MD & CEO for
knowledge etc., and after due and proper diligence have proposed the the period – April 1, 2021 to December 31, 2021;
reappointment of PWC as the Statutory Auditors of the Company to
- the remuneration paid/payable to Mr. Gopal Mahadevan, WTD &
hold office from the conclusion of the 73rd AGM till the conclusion
CFO for the financial year 2021-22;
of the 78th AGM of the Company. The Board at its meeting held on
May 19, 2022 had also reviewed the recommendation of the Audit - the remuneration paid/payable to Mr. Dheeraj G Hinduja,
Committee and approved the reappointment of PWC as the Statutory Executive Chairman for the period November 26, 2021 to March
Auditors for the Company for the second term as specified above, 31, 2022;
subject to the approval of the shareholders.
exceeds the limits specified under Section 197 and calculations as per
Profile of PWC Section 198 of the Companies Act, 2013, read with Schedule V thereto.
Price Waterhouse & Co Chartered Accountants LLP, having a Firm Mr. Vipin Sondhi in the position of MD & CEO till December 31, 2021
Registration No. 304026E/E-300009, is a firm of Chartered Accountants had been at the forefront in leading the Company steer through a
registered with the Institute of Chartered Accountants of India. The very difficult year. Under his able leadership, the Company was able
Firm was established in the year 1991 and was converted into a to achieve business as usual while prioritising safety and health of the
limited liability partnership in the year 2014. The registered office of employees and stakeholders at large. The remuneration stated in the
the Firm is at Plot No. Y 14, Block EP, Sector V, Salt Lake, Electronic resolution includes the leave encashment component and the retiral
Complex Bidhan Nagar, Kolkata 700 091 and has ten branch offices benefits forming part of the full and final settlement consequent to his
in various cities in India. The Firm is primarily engaged in providing stepping down as MD & CEO on December 31, 2021. The Nomination
assurance and auditing services to its clients and is a member firm of and Remuneration Committee has reviewed his compensation and
Price Waterhouse & Affiliates, a network of firms registered with the his settlement benefits as agreed vis-à-vis the remuneration limits
Institute of Chartered Accountants of India having Network Registration payable under Schedule V of the Act and noted that his remuneration
No. NRN/E/14. Price Waterhouse & Affiliates is a network of eleven including his settlement is commensurate with the responsibilities
separate, distinct and independent Indian chartered accountant firms, taken up by him and the remuneration drawn by his industry peers.
each of which is registered with the Institute of Chartered Accountants The remuneration paid to Mr. Vipin Sondhi, then MD & CEO (till
of India. The Firm has more than 75 Assurance Partners as at April December 31, 2021) amounting to Rs. 14,72,63,745/- includes full
1, 2022. It has a valid peer review certificate and audits various and final settlement including his bonus and retiral benefits and leave
companies listed on stock exchanges in India. encashment.
None of the Directors or Key Managerial Personnel and their relatives Mr. Gopal Mahadevan, WTD & CFO of the Company has played a
is, in any way, concerned or interested, financially or otherwise, in the crucial role in steering the Company through a very turbulent year.
aforesaid resolution. Through effective cash & cost management he has manoeuvred the
Company during tough financial situations and transitioned it into a
The Board recommends the resolution set forth for the approval of lean debt Company; also effectively contributing towards achieving a
the Members. positive profit situation. The Nomination and Remuneration Committee
Item Nos. 5, 6, 7 has reviewed his remuneration drawn during the last year and felt
that considering his responsibilities, the size of the Company and its
Mr. Vipin Sondhi was appointed as the Managing Director and operations and the remuneration drawn by his industry peers, the
Chief Executive Officer (‘MD & CEO’) for a period of five years from remuneration drawn by him is commensurate with the remuneration
December 12, 2019 to December 11, 2024, on such terms and packages paid to similar executives in other companies.
conditions including payment of remuneration as mentioned therein.
Mr. Vipin Sondhi resigned as the MD & CEO on December 31, 2021 due Mr. Dheeraj G Hinduja was appointed as the Executive Chairman with
to pre-occupation and personal reasons, which the Board of Directors effect from November 26, 2021 consequent to the resignation of
have duly noted and agreed as requested by him. Mr. Vipin Sondhi, MD & CEO. Mr. Dheeraj’s business acumen,
thorough knowledge of the industry and his strong leadership skills
Mr. Gopal Mahadevan was appointed as Whole-time Director and has helped Company navigate through multiple internal and external
Chief Financial Officer (‘WTD & CFO’) for a period of five years from challenges. With his inclusive leadership style and attention to detail,
May 24, 2019 to May 23, 2024, on such terms and conditions including he has extended strategic guidance to the team to achieve clearly set
payment of remuneration as mentioned therein. targets. The Nomination and Remuneration Committee has reviewed

his remuneration drawn and felt that considering the responsibilities c) For the purpose of calculating the perquisites (including
bestowed on him, the size of the Company and its operations and share based payment) and allowances, these shall
his ability to deliver results in a short span of time, the remuneration be evaluated as per the Income Tax Rules, wherever
drawn by him is commensurate with the remuneration packages drawn applicable. In the absence of any such rules, perquisites
by his industry peers. and allowances shall be evaluated at actual cost incurred by
the Company in providing such perquisites and allowances.
The Board of Directors believe that the remuneration as previously
approved by the Members of the Company and the remuneration d) No sitting fee for meetings of the Board or Committees
paid/payable to the aforesaid Executive Directors is justified in terms thereof attended by him during his tenure as MD & CEO.
of their roles and responsibilities in the Company.
e) Such number of stock options as may be granted and
Pursuant to the provisions of Section 196, 197 and 198 of the recommended by the Nomination and Remuneration
Companies Act, 2013 read with Schedule V, a company having Committee from time to time.
inadequate/no profits, may subject to certain conditions, pay such
remuneration to its managerial personnel as may be decided by the D. Overall Remuneration
Nomination and Remuneration Committee/Board of Directors subject The Nomination and Remuneration Committee/Board as it may in
to the approval of the shareholders. Accordingly, the Nomination its absolute discretion deem fit, revise the remuneration payable
and Remuneration Committee at the meeting held on May 18, 2022 to MD & CEO, during any financial year, during currency of the
and the Board at the meeting held on May 19, 2022, subject to the tenure of office of MD & CEO, in such manner as may be agreed
approval of the Members of the Company, accorded their approvals for to between the Nomination and Remuneration Committee/
payment of remuneration to Mr. Vipin Sondhi, Mr. Gopal Mahadevan Board and MD & CEO, subject to the condition that the
and Mr. Dheeraj G Hinduja, as specified in the relevant resolutions,
remuneration by way of salary, perquisites, annual performance
based on their position, contribution as well as industry trends for
pay, commission, allowances and other benefits, shall be within
similar profiles.
the limits permissible under Section 197, read with Schedule V
Members may note that the Company has not defaulted in payment of the Act.
of dues to any bank or public financial institution or non-convertible
E. Minimum Remuneration
debenture holders or other secured creditors, if any.
Notwithstanding anything to the contrary herein contained,
The details of remuneration paid/payable to Mr. Vipin Sondhi, MD &
where in any financial year, the Company has no profits, or its
CEO as per the terms originally approved by the Members through
Postal Ballot on February 26, 2020 is as under: profits are inadequate, the Company will pay to the MD & CEO,
remuneration as specified above in paras A, B and C
A. Fixed Compensation
The details of remuneration paid/to be paid to Mr. Gopal
Basic Salary, Allowances, Retiral benefits, etc. not exceeding Mahadevan, WTD & CFO as per the terms as originally approved
` 7,50,00,000/- (Rupees Seven Crores Fifty lakhs only) per annum by the Members at the 70th AGM held on July 31, 2019 is as
with liberty to the Nomination and Remuneration Committee under:
and the Board of Directors to alter and vary the terms and
conditions of the fixed compensation in such manner as may be A. Fixed Compensation
agreed between the Company and the MD & CEO. Basic Salary, Perquisites, Allowances, Retiral benefits,
Annual increments will be decided and approved by the etc.: ` 3,45,00,000/- (Rupees Three Crores Forty-Five
Nomination and Remuneration Committee and the Board of lakhs only) per annum with liberty to the Nomination
Directors based on his and the Company’s performance. and Remuneration Committee and the Board of Directors
to alter and vary the terms and conditions of the fixed
B. Annual Performance Pay compensation in such manner as may be agreed between
The target Annual Performance Pay shall be ` 7,50,00,000/- the Company and the WTD.
(Rupees Seven Crore Fifty Lakhs only). Annual Performance The annual increments will be decided and approved
Pay is based on the performance of the Company as well as by the Nomination and Remuneration Committee and
contributions made by the MD & CEO, as may be decided by the the Board of Directors based on his and the Company’s
Nomination and Remuneration Committee and the Board.
performance.
100% of the Annual Performance Pay is payable at achievement
B. Annual Performance Pay/Commission
of targets. Substantial outperformance may lead to payment of
up to 150% of the target amount. In addition, Annual Performance Pay and Commission, shall
be based on the Company’s performance and contributions
C. Other Terms
made by the WTD, as may be decided by the Nomination
a) In addition to the above, MD & CEO will be entitled and Remuneration Committee and the Board of Directors.
to residential security, Company owned/leased and
C. Others
maintained cars with drivers, and reimbursement of non-
domiciliary medical expenses for family and dependent a) Perquisites, allowances, insurance, Retiral benefits
parents. Based on mutual convenience, the Company may including Gratuity and Provident Fund, etc., shall be
choose reimbursement of cost of drivers and security at as per the Policy of the Company.
the residence.
b) Club fee as per Company Policy in force, as
b) Club fee, other perquisites, allowances, insurance, Retiral applicable to the Senior Management personnel of
benefits including Gratuity and Provident Fund, etc., shall the Company.
be as applicable to the Senior management personnel of
the Company. c) For the purpose of calculating the perquisites and

allowances, these shall be evaluated as per the during any financial year, during the currency of his tenure
Income Tax Rules, wherever applicable. In the absence of office, in such manner as may be agreed to between
of any such rules, perquisites and allowances shall be the Nomination and Remuneration Committee/Board and
evaluated at actual cost incurred by the Company in Mr. Dheeraj G Hinduja, subject to the condition that the
providing such perquisites and allowances. remuneration by way of salary, perquisites, allowances and
other benefits, shall be within the limits as permissible
d) No sitting fee for meetings of the Board or
under Section 197, read with Schedule V of the Act and as
Committees thereof attended by him during his
stated hereinabove.
tenure as a Whole Time Director.
C. Minimum remuneration:
D. Overall Remuneration
Notwithstanding anything to the contrary herein contained,
The Board may revise the remuneration payable to WTD, where in any financial year, the Company has no profits,
during any financial year, during currency of the tenure or its profits are inadequate, the Company will pay to Mr.
of office, in such manner as may be agreed to between Dheeraj G Hinduja the above as remuneration subject to
the Nomination and Remuneration Committee/Board such limits and approvals as may be applicable.
of Directors and WTD, subject to the condition that
the remuneration by way of salary, perquisites, annual In respect of Item no. 5, except Mr. Vipin Sondhi, then MD
performance pay, commission, allowances and other & CEO and his relatives to the extent of their shareholding
benefits, shall be within the limits permissible under interest, if any, none of the other Directors or Key
Section 197 of the Act. Managerial Personnel of the Company or their relatives
are interested or concerned, financially or otherwise in the
E. Minimum Remuneration Item no. 5.
In the event of any loss or inadequacy of profits for In respect of Item no. 6, except Mr. Gopal Mahadevan,
any financial year, the Nomination and Remuneration WTD & CFO and his relatives to the extent of their
Committee/Board of Directors shall approve the shareholding interest, if any, none of the other Directors or
remuneration payable to WTD & CFO, during such financial Key Managerial Personnel of the Company or their relatives
year, in such manner as agreed to between the Nomination are interested or concerned, financially or otherwise in the
and Remuneration Committee/Board of Directors and Item no. 6.
WTD & CFO, however, not exceeding the maximum limits
specified in this behalf under Schedule V to the Act. In respect of Item no. 7, except Mr. Dheeraj G Hinduja,
Executive Chairman and his relatives none of the other
The details of remuneration paid/payable to Mr. Dheeraj G Directors or Key Managerial Personnel of the Company or
Hinduja, Executive Chairman as per the terms as originally their relatives are interested or concerned, financially or
approved by the Members through Postal Ballot on January 22, otherwise in the Item no. 7.
2022 is as under:
STATEMENT IN TERMS OF SECTION II OF PART II OF SCHEDULE V OF
A. Fixed Compensation THE COMPANIES ACT, 2013:
Basic Salary, Allowances, Retiral benefits, etc., with liberty I. GENERAL INFORMATION:
to the Nomination and Remuneration Committee and
the Board to alter and vary the terms and conditions 1. Nature of industry:
of the compensation in such manner as may be agreed Ashok Leyland Limited is a global automotive and transport
between the Company and Mr. Dheeraj G Hinduja subject vehicle group engaged in the business of manufacture and
to compensation not exceeding ` 40,00,000 (Rupees forty sale of commercial/passenger, defence vehicles and power
lakhs only) per month. solutions. The Company provides a wide spectrum of
In addition to the above, Mr. Dheeraj G Hinduja will be transportation related products and services, with superior
entitled to other perquisites and allowances as may be quality and high standards of safety and environmental
mutually decided between the Company and Mr. Dheeraj care, to customers in selected segments. The Company is
G Hinduja subject to the perquisites and allowances not the second largest manufacturer of commercial vehicles
exceeding ` 20,00,000/- (Rupees Twenty lakhs only) per in India in the medium and heavy commercial vehicle
annum. segment, eighth largest manufacturer of buses in the world
and the fifteenth largest manufacturer of trucks globally.
For calculating the perquisites and allowances, the same With a footprint that extends across 50 countries, the
shall be evaluated as per the Income Tax Rules, wherever Company is one of the most fully-integrated manufacturing
applicable. In the absence of any such rules, perquisites companies in the world.
and allowances shall be evaluated at actual cost incurred
by the Company in providing the same. Mr. Dheeraj G 2. Date or expected date of commencement of commercial
Hinduja will not be entitled to any sitting fees for attending production:
meetings of the Board or Committees thereof. Mr. Dheeraj The Company was incorporated on September 7, 1948 with
G Hinduja will be subject to all other service conditions as Registration No.68 of 1948-49, in the State of Tamil Nadu
applicable to any other employee of the Company. under the Companies Act, 1913. Since then, the Company
B. Overall remuneration: had commenced its business.
The Nomination and Remuneration Committee and/or 3. In case of new companies, expected date of commencement
Board as it may in its absolute discretion deem fit, revise of activities as per project approved by financial institutions
the remuneration payable to Mr. Dheeraj G Hinduja, appearing in the prospectus: Not applicable.

4. Financial performance based on given indicators Sondhi has been able to steer through and emerge
successfully out of the difficult times keeping the
(` in Crores)
safety and health of its stakeholders a priority.
Financial year 2021-22 2020-21 2019-20 Mr. Vipin Sondhi, resigned as the MD & CEO with
Gross Revenue 21,688 15,301 17,467 effect from December 31, 2021.
Profit before Interest, 528 (412) 362 Considering his significant contribution during his
Depreciation and Tax tenure as an MD & CEO in a challenging environment,
the Board believes that the remuneration paid to
Profit after Tax 542 (314) 240 him during the period – April 1, 2021 and December
Rate of dividend (`) 1.00/- 0.60/- 0.50/- 31, 2021 is justified.
Earnings per share (`) 1.85 (1.07) 0.82 b) Past remuneration
5. Foreign investments or collaborations, if any. The remuneration for the last 3 financial years is
given hereunder:
The Company has not entered into any material foreign
collaboration and no direct capital investment has been (` in Crores)
made in the Company during the previous three financial
years. The foreign investors, mainly comprising Promoter Financial year 2020-21 2019-20 2018-19
Group entities, FIIs and NRIs are investors in the Company Mr. Vipin Sondhi 10.70 2.22 -*
on account of past issuances of securities and/or secondary
market purchases. As at March 31, 2022, the aggregate *Joined the Company as MD & CEO with effect from
foreign shareholding in the Company was 65.74%. December 12, 2019.
II. INFORMATION ABOUT EXECUTIVE DIRECTORS: c) Mr. Vipin Sondhi has received several awards &
recognitions.
1) Mr. Vipin Sondhi, MD & CEO
d) Job profile & suitability
a) Background details
Mr. Vipin Sondhi was appointed as a Director on
Mr. Vipin Sondhi has over three decades of experience November 8, 2019 . Keeping in view that Mr. Vipin
in Manufacturing and Engineering based companies Sondhi brought with him a rich experience of over
such as JCB, Honda, Tata Steel and Tecumseh. Prior three decades, the Board had decided that it would
to Ashok Leyland, he was heading JCB lndia, where be in the interest of the Company to appoint Mr.
he spent over 13 years, and was a member of JCB’s Vipin Sondhi as the MD & CEO of the Company for
global executive team. He led the $1.7 billion JCB a period of five years from December 12, 2019 to
business, with five manufacturing plants situated in December 11, 2024.
three locations, and established market leadership
in the Construction Equipment Industry. JCB’s Made- e) Remuneration proposed: As mentioned in the
in-India products were also exported to over 100 resolution under item no. 5.
countries, cumulatively, during his time. f) Comparative remuneration profile with respect to
Mr. Vipin Sondhi has a strong and proven track industry, size of the Company, profile of the position
record as a leader, and is a passionate hands-on and person (in case of expatriates, the relevant
professional. He is an alumnus of The Indian Institute details would be with respect to the country of his
of Management, Ahmedabad, The Indian Institute of origin)
Technology, New Delhi, and did his schooling at The
Taking into consideration the size and operations
Lawrence School, Sanawar. These institutions helped
of the Company, the profile of the MD & CEO, the
him constantly expand the boundaries in academics,
responsibilities handled by him and the industry
as well as extra-curricular activities that laid the
benchmarks, the remuneration paid is commensurate
foundation for holistic development.
with the remuneration packages paid to similar
He was appointed by the Government of India as the senior levels in other companies.
Chairperson of the Board of Governors, of the Indian
g) Pecuniary relationship directly or indirectly with
Institute of Science Education and Research (IISER),
the Company, or relationship with the managerial
Bhopal in December 2015. An elected member of
personnel, if any.
the Confederation of Indian Industry’s (CII) National
Council, he has been the Chairman of Excon, South Mr. Vipin Sondhi had no pecuniary relationship
Asia’s largest exhibition for Construction Equipment directly or indirectly with the Company or its
from 2006 to 2019. Managerial Personnel other than the remuneration
drawn during his tenure as MD & CEO and except to
Mr. Vipin Sondhi was appointed as the Managing
the extent of his shareholding in the Company.
Director & CEO in November 2019, soon after which
the COVID-19 pandemic struck. During his tenure, 2) Mr. Gopal Mahadevan, WTD & CFO
the Company was marred by challenges of COVID-19,
a) Background details
the lower offtake in the Auto sector, shortage of
semi-conductors, rising commodity prices etc. The Mr. Gopal Mahadevan is a member of the Institute
Company under the able leadership of Mr. Vipin of Chartered Accountants of India and a qualified

Company Secretary with over 33 years of experience commensurate with the remuneration packages paid
across a spectrum of industries. Mr. Gopal to similar senior levels in other companies.
Mahadevan has worked in manufacturing, internet
f) Pecuniary relationship directly or indirectly with
services, financial services and project companies.
the Company, or relationship with the managerial
Earlier to Ashok Leyland Limited, he was the Chief
personnel, if any.
Financial Officer at Thermax Limited and Amara Raja
Batteries Limited. Mr. Gopal Mahadevan has worked Mr. Gopal Mahadevan has no pecuniary relationship
in diverse roles in Sanmar Group and was General directly or indirectly with the Company or its
Manager M&A at Sify Ltd. In one of the earlier Managerial Personnel other than his remuneration
organisations, Mr.Gopal Mahadevan had also handled in the capacity of the WTD & CFO and except to
HR and Strategy as additional responsibilities. Mr. the extent of his shareholding in the Company. As
Gopal Mahadevan joined Ashok Leyland Limited as at March 31, 2022, he holds 20,620 shares in the
Chief Financial Officer (CFO) in July 2013, and has Company.
been one of the core team members leading the
3) Mr. Dheeraj G Hinduja, Executive Chairman
turnaround and growth of the Company. Currently,
aside of being CFO, he also leads the Corporate a) Background details
Planning and Strategy Function. He is a Member
Mr. Dheeraj G Hinduja holds a B.Sc. (Hons) degree
of the Board of several subsidiaries and associate
in Economics & History from the University College,
companies of Ashok Leyland Limited. London, 1993. He has completed his Master’s in
b) Past remuneration Business Administration with specialization in Project
Management from the Imperial College, London
The remuneration for the last 3 financial years is University, 1994. Dheeraj is a third generation
given hereunder: member of the Hinduja Family, which owns and
(` in Crores) controls the Hinduja Group, with diversiﬁed business
interests all over the world. Employing over 100,000
people, the Hinduja Group’s portfolio includes
Financial year 2020-21 2019-20 2018-19*
businesses in Automotive, Energy, Infrastructure,
Mr. Gopal 4.87 4.57 - Finance & Banking, IT & ITES, Media, Healthcare
Mahadevan etc. Dheeraj has about 30 years of experience at
strategic and leadership levels across the spectrum
*Not applicable since he was appointed as a Whole-
of businesses. An entrepreneur representing a global
time Director only with effect from May 24, 2019.
business conglomerate, his areas of expertise include
Mr. Gopal Mahadevan has received several awards multi-sectoral global business portfolio strategies,
and recognitions including from the Institute of building and transforming organizations, attracting
Chartered Accountants of India. and nurturing best-in-class Boards and Management
talents, creating world-class CSR interventions, etc.
c) Job profile and his suitability
He is associated with many business sectors including
The Board of Directors, at its meeting held on Automotive, Engineering, Power, Information
May 24, 2019 appointed Mr. Gopal Mahadevan as Technology, etc. He also provides Social Sector
an Additional Director of the Company and also leadership in Education, Nutrition, Healthcare,
designated him as a Whole-time Director and Chief Preservation of cultural heritage, etc. He is currently
Financial Officer (‘WTD & CFO’) of the Company for the Chairman of Board of the Company, Hinduja
period of five years from May 24, 2019 to May 23, Leyland Finance Limited, Hinduja Tech Limited, Gro
2024. Digital Platforms Limited, Switch Mobility Limited,
U.K. and Switch Mobility Automotive Limited, India.
Taking into consideration, the qualifications,
varied experience and achievements, the Board b) Past remuneration
had bestowed upon Mr. Gopal Mahadevan, the The remuneration for the last 3 financial years is
responsibilities of WTD & CFO of the Company and given hereunder:
continues to consider him suitable for the position.
(` in Crores)
d) Remuneration proposed
As mentioned in the resolution under item no 6. Financial year 2020-21 2019-20 2018-19
Mr. Dheeraj G 0.82 1.17 10.12
e) Comparative remuneration profile with respect to
Hinduja
industry, size of the Company, profile of the position
and person (in case of expatriates, the relevant Since Mr. Dheeraj G Hinduja was appointed as the
details would be with respect to the country of his Executive Chairman with effect from November 26,
origin) 2021, the above table represents the remuneration
by way of commission and sitting fee drawn by
Taking into consideration the size and operations of Mr. Dheeraj G Hinduja as a Non-Executive Chairman.
the Company, the profile of the WTD & CFO, the The above remuneration, will hence not be
responsibilities handled by him and the industry comparable with the remuneration paid/payable to
benchmarks, the remuneration paid/payable is him as an Executive Chairman.

c) Mr. Dheeraj G Hinduja has received various industries. The MHCV segment is expected to lead the
recognitions and awards. recovery in the coming months riding on the back of
growth in core sectors such as construction & mining,
d) Job profile and his suitability
increased capital outlay for infrastructure projects,
Consequent to the resignation of Mr. Vipin Sondhi, conducive financing environment and pent up replacement
MD & CEO with effect from December 31, 2021, demand. The response for AVTR and BS6 performance is
the Board of Directors (the “Board”) considering Mr. encouraging. LCV volumes should grow further owing to
Dheeraj G Hinduja’s business acumen and thorough the increased demand for last mile connectivity, especially
knowledge of the industry, appointed him as the from the e-commerce segment. The focus on Exports,
Executive Chairman with effect from November 26, Defence, Power Solutions and Parts businesses will ensure
2021 to November 25, 2024. Mr. Dheeraj G Hinduja, a balanced growth, even as the Company expands its reach
in his stint as the Executive Chairman has led the and the products of its core MHCV business. Consequent
Company navigating through multiple internal and to the recent initiatives taken by Government of India
external challenges. With his inclusive leadership on duties relating to steel, Your Company is confident
style and attention to detail, he provided the required that the steel prices will soften and the situation on the
support and guidance to the team to achieve semi-conductor will ease. Tighter control on material cost
clearly set targets. Hence, the Board believes that through value engineering and continuous review operating
his association with the Company as the Executive expenses through mission initiatives are expected to
Chairman is in the best interest of the Company. improve the profits of your Company.
e) Remuneration proposed (3) Expected increase in productivity and profits in measurable
As mentioned in the resolution under item no. 7. terms
f) Comparative remuneration profile with respect to In view of the steps taken by the Company as stated above,
industry, size of the Company, profile of the position the Company believes that there will be significant increase
and person (in case of expatriates, the relevant in productivity and profitability in the years to come.
details would be with respect to the country of his Item No. 8
origin)
As per Section 197 of the Companies Act, 2013 read with Schedule V
Taking into consideration the size and operations of
and the relevant Rules as amended as on date and as applicable, the
the Company, the profile of the Executive Chairman,
Company is required to obtain approval of Members of the Company
the responsibilities handled by him and the industry
for payment of remuneration (apart from receiving sitting fees and
benchmarks, the remuneration paid/to be paid is
reimbursement of expenses for attending meetings of the Company)
commensurate with the remuneration packages
to the Non-Executive Directors including Independent Directors in the
paid to similar senior levels in other companies with
event of no profit or inadequate profits.
respect to Mr. Dheeraj G Hinduja’s country of origin.
g) Pecuniary relationship directly or indirectly with For the financial year ended March 31, 2022, the Company had
the Company, or relationship with the managerial inadequacy of profits (profits computed in accordance with Section
personnel, if any. 198 of the Companies Act, 2013). Based on the recommendation of
the Nomination and Remuneration Committee, the Board of Directors
Mr. Dheeraj G Hinduja has no pecuniary relationship have at their meeting held on May 19, 2022 approved the payment
directly or indirectly with the Company or its of remuneration to Non-Executive Directors of the Company for the
Managerial Personnel other than his remuneration financial year 2021-2022, subject to the approval of the Members as
drawn by him. As at March 31, 2022, he holds Nil proposed in item no. 8.
shares in the Company.
Members may note that the Non-Executive Directors have been guiding
III. OTHER INFORMATION: the Company in its Vision and Mission to achieve global standards in
(1) Reasons for inadequate profits its products and performance. The Non-Executive Directors involve
their time and expertise beyond participating in the Board meetings,
Owing to the outbreak of the COVID-19 pandemic, lower by having regular meetings with the Senior Management team and
offtake in the automobile segment and the shortage guiding them in their respective areas of activity. Further, they also
of semi-conductor chips, rising commodity prices, the participate extensively in the Corporate Plan and budget exercise of the
Company’s performance has remained subdued in the last Company on an annual basis, which helps the Company in planning its
two years. While the lifting of COVID-19 restrictions and an actions for the rest of the year.
increase in the demand attributed to a better performance,
the challenges relating to short supply of semi-conductors In view of the above and also the fact that the Non-Executive Directors
and commodity prices continued to affect the Company are experts in their respective fields and need to be compensated for
this year. This has resulted in the Company reporting their contribution, the Nomination and Remuneration Committee and
inadequate profits (as per Section 198 of the Companies the Board believes that the remuneration that has been recommended
Act, 2013) for the FY 2021-22. for each of the Directors is required in the longer interest of the
Company. Hence, the Board has recommended the remuneration
(2) Steps taken or proposed to be taken for improvement
payable to Non-Executive Directors for the financial year 2021-2022.
The Commercial Vehicles industry is on a recovery The Nomination and Remuneration Committee has undertaken an
path owing to the improvement in the macroeconomic extensive evaluation of each of the Directors and their contribution
environment and healthy demand from the end-user and has arrived at their respective remuneration payable to them.

INFORMATION ABOUT THE NON-EXECUTIVE DIRECTORS:
Background details:
Prof. Dr. Andreas H Retired from McKinsey & Company in July 2012 after 28 years with the Firm. He was a member of McKinsey’s
Biagosch Executive Board for 12 years, serving in different roles such as chairing the Client Committee, chairing the
Professional Standards Committee, and leading all of McKinsey’s industry practices worldwide. He was also a
member of all of the Firm’s personnel committees. In his client work, he is known for developing and nurturing
long-term partner-like relationships with leading companies in the automotive, aerospace and defense, and high-
tech sectors.
Dr. Andrew C Palmer He is the Founder and CEO of Palmer Automotive Ltd and serves as Non-Executive Chairman of Optare Plc., as well
as Non-Executive Director of Ashok Leyland Limited., Executive Vice Chairman of Switch Mobility Ltd UK and Non-
Executive Chairman of Hilo Ltd from 2021, Chairman of Inobat Auto and Inobat Auto UK. He was the President
and CEO of Aston Martin from 2014 to 2020, and Non-Executive Director from 2016-2021 of Secured by Designs
Ltd. In 2017, he was appointed as Chairman of the productivity and skills commission of the new West Midlands
Combined Authority (WMCA). In 2010, Coventry University awarded him an Honorary Doctorate of Technology and
in 2014 he was appointed Professor, advising the university in the automotive field.
Mr. Jean Brunol Mr. Jean Brunol was a Senior Vice President Business & Operations Strategy, Member of Federal Mogul Strategy
Board, Federal Mogul Corporation in charge of worldwide Business and Operations Strategy as well as International
Operations. He was previously Senior Vice President Business Strategy and International Operations at IVECO
a leading Commercial Vehicle Manufacturers and based in Italy and Managing Director and before Managing
Director and CEO of SAFT a worldwide recognized battery Company.
Mr. Jose Maria Alapont Mr José Maria Alapont is an [Independent Non-Executive Director] on the Board of Switch Mobility and chairs
both the Audit Committee and ESG committee. Mr Alapont is also an Independent Director of Ashok Leyland Ltd,
the flagship of the Hinduja Group, Hinduja Automotive Ltd, Hinduja Investments and Project Services Ltd and has
previously served as Director on the Boards of Navistar Inc, Federal Mogul Corp., Fiat Iveco SpA, Ferroglobe Plc,
The Manitowoc Company Inc. and others. Mr Alapont’s career of more than 40 years serving at leading executive
positions and as Board Director of global automotive companies, provides a great in-depth sector experience and
is invaluable as Switch continues to expand globally. Most recently, Mr Alapont served as Chairman, President and
CEO of Federal-Mogul Corp. He also served as President and CEO of Fiat Iveco SaP, prior to which he has held
executive, President and Vice President positions at other leading vehicle manufacturers and suppliers including
Ford Motor Company, Delphi Corp. and Valeo SA.
Mr Alapont holds a degree in Industrial Engineering from the Valencia Technical school and a degree in Philosophy
from the University of Valencia, Spain.
Ms. Manisha Girotra Has more than 25 years of investment banking experience, with extensive cross-border M&A expertise across a
broad range of industries. She is currently the Chief Executive Officer of Moelis India. Prior to that, she was CEO
and Country Head of UBS in India managing its investment bank, commercial bank, markets, equity research and
wealth management divisions. She has appeared in Business Today’s ‘25 Most Powerful Women in Business in
India’ for the past six years as well as Fortune India’s ‘50 Most Powerful Women in Business’ in 2014 and 2015
Mr. Sanjay K Asher A Commerce and a Law Graduate from the Bombay University. He is a qualified Chartered Accountant. He has
been a Practising Advocate since 1990 with M/s Crawford Bayley & Co., which is a leading law firm. He was
admitted as a Solicitor in the year 1993 and is presently a Senior Partner of M/s Crawford Bayley & Co., He is a
Director on the Board of various companies and is a leading authority in legal and corporate law matters
Mr. Saugata Gupta Mr. Saugata Gupta serves as the Managing Director and Chief Executive Officer of Marico Limited. He is also
associated with Delhivery Limited as an Independent Director. A dynamic leader, he is responsible for driving the
company’s growth and strengthening its presence both nationally and internationally. He has helped transform
Marico into a high performing business with a commitment to sustainable development and best in class
governance.
Saugata was ranked #4 and #47 in the FMCG sector and Pan-India respectively in the Business Today-PWC list of
India’s Top 100 CEOs in 2017 and was ranked as ‘India’s Most Valuable CEOs’ by Businessworld in 2016 and 2018.
He has been recognised as the Best CEO - Private Sector at Forbes India Leadership Awards 2019. He was also
featured in the top 100 Business Leaders List 2020 by Impact Digital Power 100 and in 2021. He was recognized as
one of India’s best leaders in the times of crisis 2021 by Great Places to Work. Recently, Saugata Gupta has been
awarded the Distinguished Alumni Award 2022 by Indian Institute of Management Bangalore.
Saugata is an alumnus of IIM Bangalore and holds a chemical engineering degree from IIT Kharagpur.

Dr. C Bhaktavatsala Rao Dr. C Bhaktavatsala Rao has over 47 years of diversified experience in driving business and organisational growth in
reputed world-class Indian companies, including subsidiaries of global MNCs. He served as Managing Director and
Executive Chairman of Hospira Healthcare India Private Limited, a Pfizer Company (2010-2015). Prior to that, he
was Deputy Managing Director of Orchid Pharma (1998-2010) and Head of Corporate Planning of Ashok Leyland
and Hinduja Group (1978-1998). His initial assignments were in State Bank of India, Tata Motors, and Scooters
India (1974-1978). Dr. C Bhaktavatsala Rao’s expertise and experience covers pharmaceutical and automobile
industries as well as other industries. Dr. C Bhaktavatsala Rao executed several growth projects in globally
networked multinational environments, establishing facilities, and building organisations. He spearheaded many
value-adding initiatives in the companies he was associated with-from conceptualisation to commercialisation.
Widely travelled internationally, Dr. C Bhaktavatsala Rao has to his credit several industry-leading global business
development and strategic alliances.
Mr. Shom Ashok Hinduja A third generation member of the Hinduja Family, Mr. Shom Ashok Hinduja is currently the President – Alternative
Energy and Sustainability Initiatives, at the Hinduja Group. Mr. Shom has led the Group’s foray into the alternative
energy sector and serves as the Chairman of the Group’s Renewable Energy business. He also drives and
participates in execution of Sustainability initiatives globally across various companies of the Group. Under him,
the Group is venturing into the next generation transformative spaces like electric mobility, battery technology,
and cyber security amongst others. He is a prominent contributor in Group’s strategy development initiatives, risk
framework development and investments in start-ups. He is actively involved in Hinduja foundation’s philanthropic
work in areas of clean water, solar lighting, healthcare, education. Prior to joining the offices in Mumbai, Mr.
Shom, worked in the Financial Due Diligence practice at KPMG, New York, as part of the M&A team.
Particulars Name of Director Details of remuneration (` in Crores)

2020-21 2019-20 2018-19
Past Remuneration (last 3 financial Prof. Dr. Andreas H Biagosch 0.49 0.52 0.65
years)
Dr. Andrew C Palmer 0.36 0.38 0.65
Mr. Jean Brunol 0.44 0.63 0.67
Mr. Jose Maria Alapont 0.49 0.71 0.75
Ms. Manisha Girotra 0.39 0.37 0.36
Mr. Sanjay K Asher 0.47 0.62 0.71
Mr. Saugata Gupta 0.37 0.20 -
Dr. C Bhaktavatsala Rao 0.48 Not applicable since he was appointed w.e.f.
September 02, 2020
Mr. Shom Ashok Hinduja Not applicable since he was appointed w.e.f. November 12, 2021.
Recognition or awards Directors as stated above Please refer to the background details.
Job Profile Directors as stated above As contained in the letter of appointment issued to the Independent
Directors and terms fixed with the Non-Independent Non-Executive
Directors.
Remuneration proposed Directors as stated above As mentioned in the resolution set out at Item No. 8 of the Notice.
Comparative remuneration profile Directors as stated above The proposed remuneration is comparable and commensurate with the
with respect to industry, size of the nature and size of the business of the Company as well as the far
Company, profile of the position and reaching responsibilities of Directors.
person
Pecuniary relationship directly or Directors as stated above Apart from receipt of remuneration in the form of Commission, sitting
indirectly with the Company, or fees and reimbursement of expenses, if any, from the Company, none
relationship with the managerial of the Non-Executive Directors have any other pecuniary relationship
personnel or other director, if any directly or indirectly with the Company. None of the Non-Executive
Directors have relationships with the managerial personnel or other
directors of the Company.

Details relating to Other information on nature of industry, date or concerned, financially or otherwise in the aforesaid Resolution. The
or expected date of commencement of commercial production, Board recommends the resolution set forth for the approval of the
financial performance based on given indicators, foreign investments Members.
or collaborations, if any, reasons of loss or inadequate profits, steps
taken or proposed to be taken for improvement, expected increase Item No. 10
in productivity and profits in measurable terms is covered in the
Pursuant to the provisions of Section 148 of Companies Act, 2013
explanatory statement to the items 5, 6 and 7.
and Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
All the Non-Executive Directors, except Executive Directors and Key the Company is required to appoint a cost auditor to audit the cost
Managerial Personnel or their respective relatives, are concerned accounting records of the applicable products of the Company. As
or interested, financial or otherwise, in this resolution. The Board per the said Rules, the remuneration payable to the Cost Auditors is
recommends the resolution set forth for the approval of the Members. required to be ratified by the Members of the Company. The Board
of Directors of the Company at its meeting held on June 24, 2021
Item no. 9 had considered and approved the appointment of Messers Geeyes &
Co., Cost Accountants (Registration No. 000044) as the Cost Auditors
The Board of Directors at their meeting held on November 26, 2021 of the Company for the financial year 2021-22 on a remuneration of
appointed Mr. Dheeraj G Hinduja as the Executive Chairman for a period ` 7,00,000/- (Rupees Seven lakhs only) plus applicable taxes and out of
of three years commencing from November 26, 2021 to November pocket expenses incurred by them in connection with the audit.
25, 2024 and also fixed the terms of remuneration. Subsequently, the
approval of the shareholders was obtained on January 22, 2022 through None of the Directors or Key Managerial Personnel of the Company
Postal Ballot through an Ordinary Resolution for his appointment as an and their relatives, is, in any way, concerned or interested, financially
Executive Chairman and payment of remuneration. or otherwise, in the aforesaid resolution.
Mr. Dheeraj G Hinduja was appointed as the Executive Chairman to The Board recommends the resolution set forth for the approval/
take over the roles and responsibilities from Mr. Vipin Sondhi, the ratification of the Members.
then MD & CEO of the Company who resigned with effect from
December 31, 2021. The Board has considered Mr. Dheeraj G Hinduja’s Item No. 11
appointment as the Executive Chairman with an intention to smoothen
TVS Mobility Private Limited (formerly, TV Sundram Iyengar & Sons
the transition process and also have an able leader to spearhead the
Private Limited) is one of the prominent dealers of the Company’s
Company in these challenging times. Under the strategic guidance of
products including spare parts and after-market services for the past
Mr. Dheeraj G Hinduja, the Company has displayed signs of recovery.
many years. TVS Mobility Private Limited (TVS Mobility) also conducts
The Nomination and Remuneration Committee believes that the marketing, sales campaigns for the Company’s products from time
remuneration approved earlier is not commensurate with the increased to time (as a service) which ensures better reach for the Company’s
responsibilities vested on Mr. Dheeraj G Hinduja and hence considered products.
recommending a revision in the remuneration as contained in the
Global TVS Bus Body Builders Limited (hereinafter referred to as
resolution. The remuneration proposed to be revised will be effective
‘GTVS’), subsidiary of the Company is a joint venture between the
from April 1, 2022.The Board of Directors at its meeting held on May
Company and TVS Mobility. Ashok Leyland Limited (the Company/AL)
19, 2022 considered the revision in remuneration of Mr. Dheeraj G
holds 66.67% and TVS Mobility holds 33.33% of the paid up capital
Hinduja and believes that the revision in remuneration is justified in
of GTVS. TVS Mobility is a Related Party under Section 2(76)(viii)(c) of
terms of the responsibilities, the size of the Company, the industry
the Companies Act, 2013 to GTVS by virtue of it being the investing
benchmarks etc. and hence has approved the revision, subject to
company.
approval of Members.
As per the amended definition of Related Party Transactions (which
As per Regulation 17 (6) (e) of SEBI (Listing Obligations and Disclosure
became effective from April 1, 2022) under Regulation 2(zc) of the
Requirements) Regulations, 2015, the fees or compensation payable to
SEBI Listing Regulations, transactions between a listed entity with the
executive directors who are promoters or members of the promoter
related parties of subsidiaries will be a Related Party Transaction to the
group, is subject to the approval of the shareholders by special
listed entity. Hence, all transactions between the Company and TVS
resolution in general meeting, if -
Mobility shall be treated Related Party Transaction effective from April
(i) the annual remuneration payable to such executive director 1, 2022.
exceeds rupees 5 crore or 2.5 per cent of the net profits of the
Further, pursuant to Regulation 23(4) of the SEBI Listing Regulations,
listed entity, whichever is higher; or
transactions with a Related Party where the transaction(s) to be entered
(ii) where there is more than one such director, the aggregate individually or taken together with previous transaction(s) during a
annual remuneration to such directors exceeds 5 per cent of the financial year exceeds ` 1000 Crores or 10% of the annual consolidated
net profits of the listed entity. turnover as per last Audited Financial Statements, whichever is lower
would be considered Material Related Party Transactions and such
Since the proposed remuneration payable to Mr. Dheeraj G Hinduja will transactions require prior approval of the Members through an
be in excess of the limits as stated above, the proposal is placed before Ordinary Resolution.
the Members as a Special Resolution.
Considering the quantum of transactions with TVS Mobility during the
Except Mr. Dheeraj G Hinduja, none of the other Directors or Key previous years, the business projections for FY 2023-24 and the market
Managerial Personnel of the Company or their relatives are interested trend, the Company expects that the aggregate value of transactions

between the Company and TVS Mobility during the FY 2023-24 value of transactions between the Company and SWITCH during the
is estimated to be in the range of ` 7000 Crores to ` 8000 Crores. FY 2022-23 will be in excess of ` 1000 Crores and is estimated to be
Hence, approval of the Members of the Company is sought by way of in the range of ` 1500 Crores to ` 2000 Crores. Hence, approval of the
an Ordinary Resolution for the transactions with TVS Mobility, in one Members of the Company is sought by way of an Ordinary Resolution
or more tranches, for the FY 2023-24. for the transactions with SWITCH in one or more tranches, for the FY
2022-23.
Members are requested to note that the transactions between the
Company and TVS Mobility would be in the ordinary course of business Members are requested to note that the transactions between the
and at arm’s length basis. Company and SWITCH would be in the ordinary course of business and
at arm’s length basis.
The particulars of the transaction(s) as required under Regulation 23 of
the SEBI Listing Regulations read with SEBI Circular dated November 22, The particulars of the transaction(s) as required under Regulation 23 of
2021 on Disclosure Obligations in relation to Related Party Transactions the SEBI Listing Regulations read with SEBI Circular dated November 22,
is provided as Annexure to this Notice. 2021 on Disclosure Obligations in relation to Related Party Transactions
is provided as Annexure to the Notice.
The Audit Committee and the Board of Directors at their respective
meetings held on May 18, 2022 and May 19, 2022 have after due The Audit Committee at its meeting held on February 11, 2022 has
examination recommended the Material Related Party Transactions
provided an omnibus approval for the Related Party Transactions
with TVS Mobility for consideration and approval by the Members.
proposed to be entered into with SWITCH and has further recommended
The Audit Committee and the Board of the Company are of the opinion the same to the Board. The Board at its meeting held on May 19, 2022
that the arrangements are commercially beneficial to the Company and had considered and reviewed the Material Related Party Transactions
hence the transactions are in the best interest of the Company. The with SWITCH and the terms attached to it.
Board, therefore, recommends the Resolution set out in the Notice for
The Audit Committee and the Board of the Company are of the
the approval of the Members in terms of Regulation 23(4) of the SEBI
Listing Regulations. opinion that the Related Party Transactions with SWITCH are in the
best interest of the Company.
None of the Directors and Key Managerial Personnel of the Company
and their relatives are, in any way interested or concerned, financially The Board, therefore, recommends the Resolution set out in the Notice
or otherwise in the aforesaid Resolution. for the approval of the Members in terms of Regulation 23(4) of the
SEBI Listing Regulations.
The Board recommends the resolution for the approval of the Members.
Except for Mr. Dheeraj G Hinduja, Executive Chairman, Mr. Gopal
Item no. 12 Mahadevan, WTD & CFO and Dr. Andrew C Palmer, Non Executive
Non Independent Director, none of the Directors or Key Managerial
Switch Mobility Automotive Limited (SWITCH) is a step down subsidiary Personnel of the Company and their relatives, is, in any way, concerned
of the Company incorporated in December, 2020 with an objective of or interested, financially or otherwise, in the aforesaid resolution.
manufacturing and dealing in Electric Vehicles. To enable SWITCH to
manufacture Electric Vehicles, the Company has effective from October The Board recommends the resolution set forth for the approval of
1, 2021 transferred the Electric Vehicles business to SWITCH on a the Members.
slump sale basis.
Item no. 13
The Company in the normal course of business undertakes transactions
with SWITCH covering sale & purchase of vehicles, spares, engines, The Company in the normal course invests in the shares of companies
materials, assets, technology, rendering and/or availing of services, including subsidiaries, joint ventures, associate companies etc. The
sharing of resources, issuance of guarantees, loans etc. Company also provides guarantees, loan/security to entities including
subsidiaries, associates and joint ventures from time to time for
SWITCH, being as step down subsidiary of the Company is a Related furthering their businesses, in compliance with the applicable provisions
Party and hence all transactions between the Company and SWITCH of the Companies Act, 2013.
are Related Party Transactions.
As per the provisions of Section 186 of the Companies Act, 2013, a
Pursuant to the amended Regulation 23(4) of the SEBI Listing
company is permitted to directly or indirectly –
Regulations, with effect from April 1, 2022, transactions with a Related
Party where the transaction(s) to be entered individually or taken (a) give any loan to any person or other body corporate;
together with previous transaction(s) during a financial year exceeds
` 1000 Crores or 10% of the annual consolidated turnover as per last (b) give any guarantee or provide security in connection with a loan
Audited Financial Statements, whichever is lower would be considered to any other body corporate or person; and
Material Related Party Transactions and such transactions require prior
approval of the Members through an Ordinary Resolution. (c) acquire by way of subscription, purchase or otherwise, the
securities of any other body corporate.
Considering the operational and business requirements of SWITCH
and the support required from the Company in the form of Corporate only upto a limit of (i) 60% of its paid-up share capital, free reserves
Guarantee/Letter of Comfort/Letter of Support/Letter of Awareness, or and securities premium account (ii) 100% of its free reserves and
whatever name called etc., the Company expects that the aggregate securities premium account, whichever is more.

Further, the aforesaid section of the Companies Act, 2013 provides that excess limits does not exceed ` 2,000 Crores (Rupees Two Thousand
where the giving of any loan or guarantee or providing any security Crores) over and above the limit of 60% of the paid-up share capital,
or acquisition as provided under Section 186(2) of the Act, exceeds free reserves and securities premium account of the Company
the aforesaid limits, prior approval of Members by means of a Special or 100% of free reserves and securities premium account of the
Resolution is required to be passed at a general meeting. Company, whichever is more, as prescribed under Section 186(2) of
the Companies Act, 2013.
As per the latest audited Balance Sheet of the Company as on March
31, 2022, 60% of the paid-up share capital, free reserves and securities None of the Directors or Key Managerial Personnel of the Company
premium account amounts to ` 3540 Crores (Rupees Three Thousand and their relatives, are, in any way, concerned or interested, financially
Five Hundred and Forty Crores) while 100% of its free reserves and or otherwise, in the aforesaid resolution.
securities premium account amounts to ` 5607 Crores (Rupees Five
Thousand Six Hundred and Seven Crores). Therefore, the maximum The Board recommends the resolution set forth for the approval of
limit available to the Company under Section 186(2) of the Act is the Members.
` 5607 Crores. As at March 31, 2022, the aggregate balance available
for making further investments, providing loans/guarantees by the
Company to entities including subsidiaries, associates and joint
ventures, as the case may be, amounts to ` 998 Crores. By Order of the Board
The Company is engaged in the manufacture and sale of commercial Chennai N Ramanathan
vehicles, after markets, Defence Power Solutions, Electric Vehicles, May 19, 2022 Company Secretary
technologies, Customer Solutions Business etc., and also provides
a wide spectrum of transportation related products and services by
making investments either directly or through its subsidiaries and
further gives guarantees or provides security in respect of the loans
availed by its subsidiaries to meet their operational requirements and Registered Office:
working capital needs. As a measure of achieving greater financial 1, Sardar Patel Road, Guindy
flexibility considering the long term strategic and business objectives Chennai - 600 032
and in order to make optimum use of the funds available, the Board CIN: L34101TN1948PLC000105
of Directors at their meeting held on May 19, 2022 have recommended Tel: +91 44 2220 6000; Fax: +91 44 2220 6001
increasing the aforesaid threshold subject to approval of the Members E-mail: secretarial@ashokleyland.com
of the Company by way of a Special Resolution provided that such Website: www.ashokleyland.com

ANNEXURE TO THE NOTICE
DISCLOSURE UNDER REG. 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CLAUSE 1.2.5 OF
SECRETARIAL STANDARDS ON GENERAL MEETINGS
Name of the Director Dr. C Bhaktavatsala Rao Mr. Dheeraj G Hinduja

Date of Birth and Age August 10, 1949; 72 years July 27, 1971; 50 years
Date of Appointment September 2, 2020 September 03, 1996
Qualifications Ph. D in Industrial Management; M. Tech in Industrial Mr. Dheeraj holds a B.Sc. (Hons) degree in Economics &
Engineering IIT Madras; History from the University College, London, 1993 and
Masters in Business Administration with specialization in
B.E. (Mechanical) Engineering from Sri Venkateswara Project Management from the Imperial College, London
University, Tirupati University, 1994.
Expertise in Specific Over 47 years diversified experience in strategic and Mr. Dheeraj is an entrepreneur, and part of a global business
functional areas operational leadership of large companies in India, conglomerate-Hinduja Group. His areas of expertise
including subsidiaries of global MNCs. His last full time include multi-sectoral global business portfolio strategies,
assignment was as Managing Director and Executive building and transforming organizations, attracting and
Chairman of Hospira Heath Care India Private Limited nurturing best-in class Boards and Management talents,
and Pfizer Co between 2010-15. creating world class CSR interventions, etc.
He is associated with many business sectors including
Automotive, Engineering, Power, Information Technology,
etc. He also provides social Sector leadership in Education,
Nutrition, Healthcare, Preservation of cultural heritage,
etc.
Board Membership of 1. Leadercrest Academy Private Limited 1) Hinduja Tech Limited*
other Companies as on
date of the Notice 2. Finsop Consulting Private Limited 2) Hinduja National Power Corporation Limited#
3. Sentiss Pharma Private Limited 3) Hinduja Leyland Finance Limited*
4) Hinduja Automotive Limited (UK)#
5) Switch Mobility Limited (UK)*
6) Gro Digital Platforms Limited*
7) Switch Mobility Automotive Limited*
Chairmanship(s)/ 1) Sentiss Pharma Private Limited 1) Hinduja National Power Corporation Limited
Membership(s) of
Committees of other a) Audit Committee - Member (a) Nomination and Remuneration Committee -
Companies as on date of Member
the Notice (b) Corporate Social Responsibility Committee -
Chairman
2) Hinduja Tech Limited
(a) Nomination and Remuneration Committee -
Member
(b) Corporate Social Responsibility Committee -
Chairman
3) Hinduja Leyland Finance Limited
(a) Nomination and Remuneration Committee -
Member
(b) Corporate Social Responsibility Committee -
Chairman
(c) Risk Management Committee - Member
Number of shares held in 1,690 shares in individual capacity and 6,550 shares as Nil
the Company (self and as the Karta of HUF
a beneficial owner)

Name of the Director Dr. C Bhaktavatsala Rao Mr. Dheeraj G Hinduja

Remuneration proposed Sitting fees and such amount of remuneration as may As mentioned in the resolution
to be paid be decided by the Nomination and Remuneration
Committee/Board
Remuneration last drawn Refer Corporate Governance Report Refer Corporate Governance Report
Terms and conditions of As mentioned in the resolution in Item no. 3 Appointed as the Executive Chairman for a period of three
appointment years with effect from November 26, 2021 to November
25, 2024 with the approval of the shareholders vide
Postal Ballot on January 22, 2022.
Relationship with other Nil Nil
Directors or KMP of the
Company
Number of meetings of Refer Corporate Governance Report Refer Corporate Governance Report
the Board attended
*Chairman of the Board

#Co-Chairman of the Board
Note: Dr. C Bhaktavatsala Rao has not resigned from any listed entity in the last three years (as required under Regulation 36(3)(d) of SEBI Listing
Regulations).
DISCLOSURE PURSUANT TO SEBI CIRCULAR DATED NOVEMBER 22, 2021
Particulars of the transaction(s) as required pursuant to provisions of the Companies Act, 2013 and SEBI Circular dated November 22, 2021 are
as under: -
Name of the Related Party Switch Mobility Automotive Limited (SWITCH) TVS Mobility Private Limited
Relationship with the Company or SMAL is a step-down subsidiary of the Company TVS Mobility Private Limited is a Related Party under
its subsidiary, including nature of Section 2(76)(viii)(c) of the Companies Act, 2013 to
its concern or interest (financial or Global TVS Bus Body Builders Limited (Company’s
otherwise) Subsidiary) and hence transactions between the
Company and TVS Mobility is a Related Party
Transaction pursuant to Regulation 2(zc) of SEBI
Listing Regulations.
Nature, material terms, particulars Sale and purchase of vehicles/spares/engines/ Sale of vehicles/spares/reconditioned engines/
of the contract or arrangements; materials/service/assets/technology, testing services/payment of incentives & commission,
and monetary value charges, Contract manufacturing, Resource sharing/ warranty, sales promotion, etc. Transactions
IT Sharing/any other sharing, Rental Income, fee entered between the Parties will exceed ` 1,000
for Corporate Guarantee, Subcontracting, Short Crores or 10% of the annual consolidated turnover
term advance/loan, Reimbursement of expenses, as per the last Audited Financial Statements,
investments directly or indirectly made and any other whichever is lower and is estimated to be in the
transactions for a value in excess of ` 1000 Crores range of ` 7,000 to ` 8,000 Crores for the year
or 10% of the annual consolidated turnover as per 2023-24.
the last Audited Financial Statements, whichever is
lower and is estimated to be in the range of ` 1,500
to ` 2,000 Crores for the year 2022-23.
Tenure of the proposed One year (FY 2022-23) and recurring in nature One year (FY 2023-24) and recurring in nature
transaction (particular tenure shall
be specified)
The percentage of the listed In excess of 10% of the annual consolidated In excess of 10% of the annual consolidated
entity’s annual consolidated turnover of the Company as per the last Audited turnover of the Company as per the last Audited
turnover, for the immediately Financial Statements. Financial Statements.
preceding financial year, that is
represented by the value of the
proposed transaction (and for a
RPT involving a subsidiary, such
percentage calculated on the
basis of the subsidiary’s annual
turnover on a standalone basis
shall be additionally provided);

Name of the Related Party Switch Mobility Automotive Limited (SWITCH) TVS Mobility Private Limited
The percentage of the subsidiary In excess of 10% of the annual standalone turnover Not applicable
company’ standalone turnover of the Company as per the last Audited Financial
for the immediately preceding Statements.
financial year, that is represented
by the value of the proposed
transaction
Whether the transaction relates The approval is sought for Related Party Transactions Not applicable
to any loans, inter-corporate with SWITCH which also covers transactions relating
deposits, advances or investments to financial commitments in any form like Equity,
made or given by the listed entity Loans/advances, guarantees etc made directly or
or its subsidiary. indirectly.
Details of the source of funds in Through internal accruals Not applicable
connection with the proposed
transaction;
a) where any financial Since the financial commitments would be Not applicable
indebtedness is incurred to undertaken through internal accruals, nature
make or give loans, inter- of indebtness, cost of funds and tenure is not
corporate deposits, advances applicable
or investments,
- nature of indebtedness
- cost of funds; and
- tenure
applicable terms, including The terms would be as mutually agreed between Not applicable
covenants, tenure, interest rate the parties. The interest/fee charged thereon will be
and repayment schedule, whether in line with the prevailing market rates at the time
secured or unsecured; if secured, of issuance and on arm’s length basis
the nature of security; and
the purpose for which the funds Fund based support will be extended to cover Not applicable
will be utilized by the ultimate capex expenditure (wherever applicable) operating
beneficiary of such funds pursuant expenditure and working capital requirements.
to the RPT.
Non fund based support will be extended to
cover the lenders / banking facilities and counter
guarantees to be given as a parent to end-customers.
Justification as to why the RPT is SMAL is a nascent company venturing into a capital TVS Mobility Private Limited is one of the prominent
in the interest of the listed entity; / technology intensive Electric Vehicle business dealers of the Company on a pan India basis and
and hence this Related Party Transaction covering hence the transactions with TVS Mobility Private
the business transactions of purchase & sale of Limited are commercially beneficial and in the best
materials and/or services between the Company interest of the Company.
and SWITCH is of routine nature.
The support will be provided as a parent to enable

SMAL raise resources at competitive cost and also
to give comfort to suppliers (for ability to pay) and
to dealers & customers (for ability to deliver and
maintain operations).
Valuation or any other external Not applicable Not applicable
party report, if any such report
has been relied upon
Name of the Director(s) or Key Mr. Dheeraj G Hinduja, Mr. Gopal Mahadevan None
Managerial Personnel who is and Dr. Andrew C Palmer are Directors on the Board
related, if any; of SWITCH.

BOARD’S REPORT
To the Members,
PERFORMANCE/OPERATIONS
Your Directors have pleasure in presenting the Annual Report of Ashok Leyland Limited (“AL”/”the Company”) along with the audited Financial
Statements for the financial year ended March 31, 2022.
FINANCIAL RESULTS
` in Crores
Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from operations 21,688.29 15,301.45 26,237.15 19454.10
Other Income 76.13 119.50 86.81 131.16
Total Income 21,764.42 15,420.95 26,323.96 19585.26
Profit/(Loss) before tax 527.61 (411.91) (199.59) (67.08)
Less: Tax expenses/(Credit) (14.22) (98.23) 85.86 2.52
Profit/(Loss) after tax 541.83 (313.68) (285.45) (69.60)
Balance profit from last year 3,459.91 3,768.20
Profit available for appropriation 4,001.74 3,454.52
Appropriation:
Dividend paid during the year (176.13) -
Transition adjustment and other adjustment -
Other Comprehensive (Loss)/Income arising from (26.67) 5.39
re-measurement of defined benefit plan (net of tax)
Balance of profit carried to Balance sheet 3,798.94 3,459.91
Earnings per share (Face value of ` 1/-)
- Basic and diluted (`) 1.85/1.84 (1.07)/(1.07) (1.22)/(1.22) (0.56)/(0.56)
COMPANY’S PERFORMANCE and Eastern regions of India, your Company opened more than half of
the new outlets in these regions.
The Commercial Vehicle market (0-55t GVW) in India grew by 26.0%
YoY in total industry volume (TIV) after dropping by 38.0% over the In LCV, new product ‘Bada Dost’ has helped your Company register
last two consecutive years. M&HCV segment (>7.5t GVW) grew by highest ever sales of 52,222 vehicles since inception. Your Company
49.7% while LCV segment (0-7.5t GVW) grew by 16.7%. International observed overall IO sales growth of 37.0% over FY21. Penetration in
Operations grew by 83.4% over last year driven by similar gains in both LCV portfolio across geographies was made while retaining market
M&HCV and LCV segments. leadership position in MDV bus segment in SAARC and GCC countries.
Your Company has achieved sales of 20,944 engines in Power Solutions
Your Company sold 65,090 M&HCVs in the domestic market (3,789 Business aided by new business development with corporates and
Buses and 61,301 Trucks including Defence vehicles), registering a equipment manufacturers. Despite shortages in availability of semi-
growth of 41.5% over last year. LCV with sales of 52,222 vehicles grew conductor chips, your Company has registered robust growth in Power
by 11.9% over the previous year. Solutions Business. Your Company supplied an all-time high 1,125 units
of completely built up units (CBUs) including bullet proof vehicles and
Your Company’s sale in M&HCV Trucks segment (excluding Defence
600 kits to the Indian army and in addition completed the execution of
vehicles) in India grew by 43.5% to 60,947 units in FY22, as compared
to 42,483 units in FY21. Your Company enhanced its product portfolio 711 Ambulances in record time under emergency procurement.
with CNG models in ICV trucks segment to cater to the boost in Highlights of performance are discussed in detail in the Management
demand for alternate fuels in the ecommerce and last-mile delivery Discussion and Analysis Report attached as Annexure F to this Report.
applications. Further, product enhancements like High Horsepower During the year, there has been no change in the nature of the
Mining Tipper and Surface Tipper, helped your Company to strengthen business of the Company.
its presence in Construction and Mining industry. Your Company
pioneered in launching 8x2 Multi-Axle Truck with Dual Tyre Lift Axle SHARE CAPITAL
and 6x2 Multi-Axle Truck with Single Tyre Lift Axle, which were well
received during the year. During the year under review, there were no changes to the share
capital. The issued and paid up share capital of the Company consist
Your Company’s sale in M&HCV Bus segment (excluding Defence of 2,935,527,276 shares of face value ` 1/- each amounting to
vehicles) in India grew by 10.8% to 3,018 units in FY22, as compared to ` 2,935,527,276/- as on the date of the report.
2,723 units in FY21. The Aftermarket business showed a commendable DIVIDEND
growth of 30.0% over last year. Your Company added 71 new outlets
during the year, increasing the total count to 907 primary touch-points. The Dividend Distribution Policy framed in line with Regulation 43A of
To keep up with the rising commercial vehicle operations in Northern SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

BOARD’S REPORT
is (“SEBI” Listing Regulations) appended to this report and is hosted debentures (NCDs) aggregating to ` 200 Crores. The funds raised
on the Company’s website at https://www.ashokleyland.com/backend/ through NCDs have been utilised for capital expenditure and general
in/wp-content/uploads/sites/2/2021/01/Dividend_Distribution_Policy. corporate purposes.
pdf#toolbar=0.
Long term funding
In line with the policy, your Directors have recommended a dividend
of ` 1/- per equity share of face value of ` 1/- each for the financial (a) Secured Non-Convertible Debentures (NCDs):
year ended March 31, 2022 involving an outflow of ` 293.55 Crores.
During the year, your Company has placed NCDs to the extent
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL of ` 200 Crores. No redemption of NCDs were made during the
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL year.
YEAR AND THE DATE OF THE REPORT
(b) Rupee Term Loans:
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the Fresh secured rupee term loans of ` 450 Crores were availed
date of this Report. during the year. Your Company repaid rupee term loan
instalments amounting to ` 12.50 Crores on the due date during
TRANSFER TO RESERVES
the year.
Your Company does not propose to transfer amounts to the general
reserve out of the amount available for appropriation. (c) External Commercial Borrowings (ECBs):
FINANCE During the year, your Company has not availed fresh ECBs and
no installments were due for repayments.
DEBENTURES
During the year under review, your Company has issued and allotted As at March 31, 2022, Long term borrowings stood at ` 3,245.25
on private placement basis, secured redeemable non-convertible Crores as against ` 2,576.52 Crores on March 31, 2021.
CREDIT RATINGS (ASSIGNED IN FY 2021-22)
Name of the agency Type of instrument Amount Rating Action

` Crores
ICRA Cash Credit / WCDL 2,000.00 Reaffirmed [ICRA] AA (Negative) / [ICRA] A1+
Term Loans 1,450.00 Reaffirmed [ICRA] AA (Negative)
Unallocated 200.00 Reaffirmed[ICRA] AA (Negative) / [ICRA] A1+
Non-fund based limits 1,200.00 Reaffirmed [ICRA] AA (Negative) / [ICRA] A1+
NCDs 850.00 Assigned / Reaffirmed [ICRA] AA (Negative)
Commercial Papers 2,000.00 Reaffirmed [ICRA] A1+
CARE Term Loan – Long Term 500.00 Reaffirmed [CARE] AA (Negative)
NCDs 600.00 Reaffirmed [CARE] AA (Negative)
Fund-based /Non-fund based – LT/ST 500.00 Reaffirmed [CARE] AA (Negative) / [CARE] A1+
Fund based – LT/ST working capital limits 2,000.00 Reaffirmed [CARE] AA (Negative) / [CARE] A1+
Commercial Paper – (Standalone) 2,000.00 Reaffirmed [CARE] A1+
Non-fund based – LT/ST-BG/LC 1,200.00 Reaffirmed [CARE] AA (Negative) / [CARE] A1+
HUMAN RESOURCES
Your Company continued the people framework of 6 levers – Culture, Capability, Capacity, Compassion, Collaboration and Contribution to meet
dynamic business requirements towards building a high performing and caring organisation. Your Company seamlessly adopted the hybrid working
model prior to opening up offices across various locations during the financial year of 2021-22.

BOARD’S REPORT
Some of the key People initiatives undertaken during the year include: well-being of its workforce and has taken several measures to engage
with and provide timely support to the families that were affected by
• Long Term Wage Settlements were signed in 6 manufacturing the pandemic.
plants covering 4400 Associates, with specific clauses focusing
on flexibility in operations, Productivity, Quality, Safety, Total Your Company is committed to build an Environment, Health and
Employee Involvement etc. linked with variable income for Safety culture and has formed an “Environment, Health and Safety
Associates. council” at the apex level, chaired by a Director. The EHS council
reviews all safety incidents both reportable as also near-miss events
• Bonus/Ex-gratia for FY21 was concluded and Memorandum of
every month, and proactively identifies measures to strengthen safety
Understanding was signed covering 8 manufacturing plants and
practices across its manufacturing locations. Your Company has also
5100 Associates.
rolled-out a comprehensive EHS policy reiterating its commitment to
• Under the aegis of Ashok Leyland University, successfully protect the Environment, Health and Safety of its employees and other
launched Quality Academy which focuses on developing TQBM stakeholders.
champions across your Company and Electronics Academy aimed
at enhancing the electronics capability to be future ready. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standard of
• New HRMS Anchor 2.0 was launched to provide a superior
Corporate Governance. All the Directors and the Senior Management
user experience for employees. Anchor 2.0 can be used on
personnel have affirmed in writing their compliance with and adherence
a mobile and has features such as ask HR for closer connect
to the Code of Conduct adopted by the Company.
with employees, Chatbot, Simplified user interface and AI-
based personalised and intuitive Learning eXperience Platform The Annual Report of the Company contains a certificate by the
(LXP) which provides multimodal learning through MOOC Executive Chairman in terms of SEBI Listing Regulations on the
(Massive Open Online Courses) from platforms such as Coursera, compliance declarations received from the Directors and the Senior
edX, LinkedIn Learning and more. The new LXP provides an Management personnel and is attached as Annexure. The Corporate
engaging learning experience through mobile app, personalised Governance Report is attached as Annexure C to this Report.
recommendations and dynamic leader boards.
The Company has obtained a certificate from a Practising Company
• A 2-week long learning event, Learning Champions League
Secretary confirming compliance with the Corporate Governance
(LCL) was organized to pique curiosity and motivate executives
requirements, as per SEBI Listing Regulations. The certificate in this
towards Learning initiatives CARE 2.0 (Customer Appreciation and
regard is attached as Annexure D to this Report.
Relationship Excellence) program was launched during the LCL to
enhance the Customer Centricity competency of executives. The certification from Executive Chairman / Chief Financial Officer as
• Gamified simulations for providing future skills such as Agile required under the SEBI Listing Regulations is attached as Annexure G
way of Working and Design Thinking were conducted across the to this Report.
business and functions.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
• Leaders talk series by Industry experts on topics such as
Your Company’s focus and environmental conservation is integral to its
“Next Generation of Robotic Surgeries” and “A peek into the core business. The Company has constituted an Environment, Social
Metaverse, NFT & more” to keep employees up to date with and Governance Committee and has a Sustainability Policy in place,
latest technology and trends with actions aimed to protect environment in all its activities. Your
• A select set of young high potential employees underwent a year Company remains committed and focused to address the impact of
long development journey as a part of Young Talent Program climate change across our value chain and to reduce carbon footprint
(YTP). The program followed a blended approach of learning by across its operations and products throughout their life-cycle. Efforts
combining Virtual Classes by XLRI, Peer Learning, MOOC Courses have been undertaken to enhance your Company’s environmentally
and mentoring. positive footprint, expand socio-economic empowerment and
demonstrate transparency in business conduct.
• Awards:-
BUSINESS RESPONSIBILITY REPORT
Your Company was awarded the prestigious TISS Leap Vault CLO
Award - Gold in the category of ‘Virtual Learning Program’. Two As stipulated under SEBI Regulation 34 of the Listing Regulations,
awards were won in People First HR Excellence Awards 2021, the Business Responsibility Report (BRR) describing the initiatives
Champion in “Leading Practices in Learning and Development” taken by the Company from an environmental, social and governance
and Winner in “Leading Practices in Employee Engagement. perspective is attached as Annexure K to this Report.
EMPLOYEE HEALTH & SAFETY CONSOLIDATED FINANCIAL STATEMENTS
The end of the financial year 2020 was marked by the COVID-19 crisis Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”) and SEBI
which not only impacted livelihoods but also lives as well, and this Listing Regulations, the Consolidated Financial Statements prepared in
crisis has extended for a period beyond a year. Your Company swung accordance with the Indian Accounting Standards prescribed by the
into action by forming an Emergency Response Team with the primary Institute of Chartered Accountants of India, is attached to this report.
objective to focus on the health and safety of employees and their
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
family members through interventions as appropriate which included
measures such as “Work from Home” policy, access to qualified medical The Company has 29 Subsidiaries, 5 Associates and 2 Joint Ventures
practitioners, setting up of a dedicated help-line to address physical as on March 31, 2022. Hinduja Leyland Finance Limited (“HLFL”) is a
as also emotional well-being. Your Company continues to monitor the material subsidiary of the Company.

BOARD’S REPORT
Hinduja Tech Limited (HTL) has ceased to be a wholly owned subsidiary During the year, Prof. Dr. Andreas H Biagosch, Independent Director of
of the Company, consequent to the exercise of stock options by HTL the Company stepped down as a Director from the Board of Hinduja
employees pursuant to ‘Hinduja Tech Limited Employees Stock Option Leyland Finance Limited, the Company’s Material Subsidiary. Mr. Jean
Plan 2017’. The Company currently holds 98.91% in the paid up equity Brunol was appointed as an Independent Director on the Board of
share capital of HTL. Hinduja Leyland Finance Limited as required under Regulation 24(1) of
the SEBI Listing Regulations.
During the year under review, the Company has invested in the equity
share capital of Gro Digital Platforms Limited, Ashley Alteams India The Company has received declarations from all the Independent
Limited and Ashley Aviation Limited. During the year, the Company had Directors of the Company confirming that they meet the criteria of
transferred its Electric Vehicle business to Switch Mobility Automotive independence prescribed under the Act and the SEBI Listing Regulations
Limited, step-down subsidiary of the Company on slump sale basis. and they have registered their names in the Independent Directors’
Further, the Company is in the process of transferring its E-MaaS Databank. Further, there has been no change in the circumstances
business to Ohm Global Mobility Private Limited, fellow subsidiary, which may affect their status as Independent Director during the year.
on slump sale basis. Both the business transfers are subject to terms The terms and conditions of appointment of the Independent Directors
and conditions as stipulated in the Business Transfer Agreement (BTA) are placed on the website of the Company https://www.ashokleyland.
entered into amongst the respective companies. com/in/en/investors/investor-information/compliances-under-the-
companies-act-2013.
Further, during the year, the Company has converted the loan granted
to Albonair GmbH as an equity investment. Dr. C Bhaktavatsala Rao, Director retires by rotation at the forthcoming
Annual General Meeting (“AGM”) and being eligible, offers himself for
A report on the performance and financial position of each of the re-appointment and the resolutions seeking approval of the Members
subsidiaries, associates and joint venture companies is provided for his re-appointment has been incorporated in the Notice convening
in the notes to the consolidated financial statements. Pursuant to the AGM of the Company along with brief details about him.
the provisions of Section 129(3) of the Act, read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient At the Board meeting held on May 19, 2022, the Board revised the
features of the financial statements of the Company’s Subsidiaries, remuneration of Mr. Dheeraj G Hinduja, Executive Chairman with effect
Associates and Joint Ventures in Form AOC-1 is attached to the financial from April 1, 2022 which is subject to the approval of the Members
statements of the Company. at the forthcoming AGM and the resolution seeking approval of the
Members has been incorporated in the Notice convening the AGM.
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along The Company has disclosed the Director’s familiarization programme on
with relevant documents and separate audited financial statements its website at https://www.ashokleyland.com/backend/in/wp-content/
in respect of the subsidiaries are available on the website of the uploads/sites/2/2022/04/Familiarisation-programme-for-Independent-
Company at https://www.ashokleyland.com/in/en/investors/investor- Directors-2022.pdf#toolbar=0.
information/performance-reports.
During the year, the Non-Executive Directors of the Company had no
The Company has formulated a Policy for determining Material pecuniary relationship or transactions with the Company, other than
Subsidiaries. The Policy is available on the Company’s website and can sitting fees, commission and reimbursement of expenses incurred by
be accessed at https://www.ashokleyland.com/backend/in/wp-content/ them for attending meetings of the Company.
uploads/sites/2/2021/01/PolicyonMaterialSubsidary.pdf#toolbar=0.
Pursuant to the provisions of Section 2(51) and 203 of the Act, the
DIRECTORS AND KEY MANAGERIAL PERSONNEL Key Managerial Personnel of the Company are Mr. Dheeraj G Hinduja,
Executive Chairman, Mr. Gopal Mahadevan, Whole-time Director and
During the year under review, Mr. Vipin Sondhi, Managing Director and Chief Financial Officer and Mr. N. Ramanathan, Company Secretary.
Chief Executive Officer of the Company stepped down from the Board
with effect from December 31, 2021. The Board wishes to place on DIRECTORS’ RESPONSIBILITY STATEMENT
record its appreciation for the valuable contributions made by him to
Pursuant to the provisions of Section 134(5) of the Act the Board of
the Board and the Company during his tenure.
Directors, to the best of their knowledge and ability, confirm that:
Based on the recommendation of the Nomination and Remuneration a) in the preparation of the annual financial statements for the year
Committee, the Board of Directors at their meeting held on November ended March 31, 2022, the applicable Accounting Standards had
12, 2021 had appointed Mr. Shom Ashok Hinduja (DIN: 07128441) been followed along with proper explanation relating to material
as an Additional Director (Non-Executive, Non-Independent) of the departures;
Company which was approved by the Members through Postal Ballot
on January 22, 2022. b) for the financial year ended March 31, 2022, such accounting
policies as mentioned in the Notes to the financial statements
Based on the recommendation of the Nomination and Remuneration have been applied consistently and judgments and estimates that
Committee, the Board of Directors at their meeting held on November are reasonable and prudent have been made so as to give a true
26, 2021 appointed Mr. Dheeraj G Hinduja (DIN: 00133410) as the and fair view of the state of affairs of the Company at the end
Executive Chairman (Whole-time) of the Company, for a period of three of the financial year and of the profit of the Company for the
years commencing from November 26, 2021 to November 25, 2024. financial year ended March 31, 2022;
His appointment and remuneration was approved by the Members
through Postal Ballot on January 22, 2022. The Ministry of Corporate c) that proper and enough care has been taken for the maintenance
Affairs, New Delhi has since approved his appointment. of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for
The Members at the AGM held on September 8, 2021 through special preventing and detecting fraud and other irregularities;
resolution had re-appointed Mr. Jose Maria Alapont as an Independent
Director for the second term commencing from January 25, 2022 to d) the annual financial statements have been prepared on a going
January 24, 2027 who would attain the age of 75 years during his term. concern basis;

BOARD’S REPORT
e) that proper internal financial controls were followed by the The Secretarial Audit report for the financial year ended March 31,
Company and that such internal financial controls are adequate 2022 in Form No.MR-3 is attached as Annexure H to this Report. The
and were operating effectively; Secretarial Audit report does not contain any qualification, reservation,
adverse remark or any disclaimer.
f) that proper systems devised to ensure compliance with the
provisions of all applicable laws were in place and that such Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company
systems were adequate and operating effectively. has obtained annual secretarial compliance report from Ms. B.
AUDITORS Chandra, Company Secretary in Practice, Chennai and the same will
be submitted to the stock exchanges within the prescribed time. The
Statutory Auditors Secretarial Compliance Report also does not contain any qualification,
reservation, adverse remark or any disclaimer.
Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/
E-300009) (PWC) Statutory Auditors of the Company retires at the Hinduja Leyland Finance Limited, a material subsidiary of the Company
conclusion of this Annual General Meeting and are eligible for has obtained Secretarial Audit Report from a Practising Company
re-appointment. Secretary and it does not have any qualification or adverse remark.
- Annexure I.
PWC have confirmed their eligibility to the effect that their appointment,
if made, would be within the prescribed limits under the Act and that The Board confirms compliance of the provisions of the Secretarial
they are not disqualified for appointment. Standards notified by the Institute of Company Secretaries of India.
The Audit Committee and the Board of Directors have recommended ANNUAL RETURN
the re-appointment of the Statutory Auditors of the Company to
Pursuant to the provisions of Section 92(3) read with section 134(3) of
hold office for a second term of five consecutive financial years, from
the Act, the Annual Return as on March 31, 2022 is available on the
the conclusion of this Seventy Third Annual General Meeting of the
Company’s website on https://www.ashokleyland.com/in/en/investors/
Company till the conclusion of the Seventy Eighth Annual General
investor-information/performance-reports.
Meeting. The necessary resolution is being placed before the Members
for approval. OTHER LAWS
The Statutory Auditor’s report to the Members on the standalone and As per the requirement of the Sexual Harassment of Women at
consolidated financial statement for the year ended March 31, 2022 Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
does not contain any qualification, reservation, adverse remark or any Rules made thereunder, your Company has constituted an Internal
disclaimer. Complaints Committee to consider and resolve all sexual harassment
complaints. Your Company has framed a policy on Sexual Harassment
During the year, there were no instances of fraud reported by the of Women to ensure a free and fair enquiry process on complaints
Statutory Auditors under Section 143(12) of the Act. received from the women employee about Sexual Harassment, also
ensuring complete anonymity and confidentiality of information. During
Cost Records and Cost Auditors the year under review, there were no cases received/filed pursuant
to the provisions of the Sexual Harassment of Women at Workplace
Pursuant to the provisions of Section 148(3) of the Act, the Board of
(Prevention, Prohibition and Redressal) Act, 2013.
Directors had appointed Geeyes & Co., (Firm Registration No.: 000044),
as Cost Auditors of the Company, for conducting the audit of cost DISCLOSURE UNDER FOREIGN EXCHANGE MANAGEMENT ACT, 1999
records for the financial year ended March 31, 2022.
With regard to the downstream investments in Indian Subsidiaries, the
The audit is in progress and the report will be filed with the Ministry Company is in compliance with applicable Rules and Regulations of
of Corporate Affairs within the prescribed period. A proposal for Foreign Exchange Management.
ratification of remuneration of the Cost Auditors for the financial year
2021-22 is placed before the Members for ratification/ approval. BOARD MEETINGS HELD DURING THE YEAR
During the year, eight meetings of the Board of Directors were held.
The cost records as specified by the Central Government under sub-
The details of the meetings are furnished in the Corporate Governance
section (1) of Section 148 of the Act, as required is maintained by the
Report which is attached as Annexure C to this Report.
Company.
REMUNERATION POLICY OF THE COMPANY
Secretarial Auditors
The objective of the Remuneration Policy is to attract, motivate and
Pursuant to the provisions of Section 204 of the Act, read with Rule retain competent individuals that the Company needs to achieve its
9 of the Companies (Appointment and Remuneration of Managerial strategic and operational objectives, whilst recognising the societal
Personnel) Rules, 2014, the Board, at its meeting held on November 12, context around remuneration and recognizing the interests of
2021 approved the appointment of Ms. B. Chandra (ACS No.: 20879, Company’s stakeholders.
CP No. 7859), Company Secretary in Practice, Chennai to conduct the
Secretarial Audit of the Company for the financial year ended March The Remuneration Policy provides a framework for remuneration
31, 2022. The Company has received consent from Ms. B. Chandra to of Directors, Key Managerial Personnel, Senior Executives, other
act as the Secretarial Auditors of the Company. employees and workmen.

BOARD’S REPORT
The Company’s policy on directors’ appointment and remuneration and The Policy on Materiality of Related Party Transactions and on dealing
other matters provided in Section 178(3) of the Act is available at the with Related Party Transactions as approved by the Board is available
website on https://www.ashokleyland.com/backend/in/wp-content/ on the Company’s website and can be accessed at https://www.
uploads/sites/2/2021/07/Remuneration-Policy-1.pdf#toolbar=0. ashokleyland.com/backend/in/wpcontent/uploads/sites/2/2021/01/
PolicyonRelatedPartyTransactions.pdf#toolbar=0.
PARTICULARS OF EMPLOYEES
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Disclosure pertaining to the remuneration and other details as required
under Section 197(12) of the Act and the Rules framed thereunder is During the year under review, the Company amended its CSR policy
enclosed as Annexure B to the Board’s Report. to align the same with the amendments to the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021. The policy is
ASHOK LEYLAND EMPLOYEE STOCK OPTION SCHEMES available on the website of the Company at https://www.ashokleyland.
com/backend/in/wp-content/uploads/sites/2/2021/07/CSR-Policy.
During the year under review, the Nomination and Remuneration
pdf#toolbar=0.
Committee has not granted any options to the employees of the
Company under the Ashok Leyland Limited Employee Stock Option The composition of the CSR Committee is disclosed in the Corporate
Plan 2016 and Ashok Leyland Limited Employee Stock Option Plan Governance Report. The initiatives undertaken by the Company on
2018. Both these Schemes are in compliance with the Securities and CSR activities during the year are set out in Annexure J of this report.
Exchange Board of India (Share Based Employee Benefits and Sweat During the year, the Company spent ` 16.93 Crores on CSR activities.
Equity) Regulations, 2021. Disclosure with respect to AL ESOP 2016 and Further, the Board has taken on record the certificate from the head
AL ESOP 2018 of the Company is available in https://www.ashokleyland. of Financial Management that CSR spends of the Company for financial
com/in/en/investors/investor-information/performance-reports. year 2021-22 have been utilized for the purpose and in the manner
approved by the Board of Directors of the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
DIRECTORS COMMITTEES
Pursuant to the provisions of the Act and Regulation 17(10) of As at March 31, 2022, the Company has Audit Committee, Nomination
the SEBI Listing Regulations, the Board of Directors has carried and Remuneration Committee, Stakeholders Relationship Committee,
out annual performance evaluation of its own performance, the Risk Management Committee, Environmental, Social and Governance
Directors individually as well as the evaluation of the working of its Committee, Corporate Social Responsibility Committee, Technology and
Committees. The manner in which the evaluation has been carried out Investment Committee, Shares Committee and Fund Raising Committee.
has been explained in the Corporate Governance Report attached as
The Board at its meeting held on June 24, 2021 decided to combine
Annexure C to this report.
the Investment Committee and Technology Committee to form a
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER Technology and Investment Committee.
SECTION 186 OF THE COMPANIES ACT, 2013
Details of the composition of the Board and its Committees
The particulars of loans, guarantees and investments under Section are provided in the Corporate Governance Report attached as
186 of the Act, read with the Companies (Meetings of Board and its Annexure C to this Report.
Powers) Rules, 2014, for the financial year 2021-22 are given in Note
VIGIL MECHANISM/WHISTLE BLOWER POLICY
No. 3.8 of the Notes to the financial statements.
Pursuant to the provisions of Section 177(9) of the Act, read with Rule
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
7 of the Companies (Meetings of Board and its Powers) Rules, 2014
PARTIES
and Regulation 22 of the SEBI Listing Regulations and in accordance
All contracts / arrangements / transactions entered by the Company with the requirements of Securities and Exchange Board of India
during the financial year with related parties were in ordinary course (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors
of business and on an arm’s length basis were placed and approved by had approved the Policy on Vigil Mechanism / Whistle Blower and the
the Audit Committee. During the financial year 2021-22, the Company same was hosted on the website of the Company. This Policy inter-alia
had not entered into any contract / arrangement / transaction with provides a direct access to the Chairman of the Audit Committee. Your
related parties which could be considered material in accordance Company hereby affirms that no Director/employee has been denied
with the policy of the Company on related party transactions and the access to the Chairman of the Audit Committee. Brief details about the
provisions of the Act and accordingly, the disclosure of related party policy are provided in the Corporate Governance Report attached as
transactions in Form AOC-2 is not applicable. Annexure C to this Report.
During the financial year 2021-22, there were no materially significant DEPOSITS
transactions with the related parties, which were in conflict with the
Your Company has not accepted any deposit within the meaning
interests of the Company and that require an approval of the Members
of provisions of Chapter V of the Act, read with the Companies
in terms of the SEBI Listing Regulations. Suitable disclosures as required
(Acceptance of Deposits) Rules, 2014 for the year ended March 31,
under IND AS 24 have been made in Note No. 3.8 of the Notes to the
2022.
financial statements. During the year, there were no Material Related
Party Transactions as per SEBI Listing regulations. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
The proposals with respect to Material Related Party Transactions
with Switch Mobility Automotive Limited for the FY 2022-23 and with There are no significant and material orders passed by the Regulators
TVS Mobility Private Limited for the FY 2023-24 is placed before the or Courts or Tribunals which would impact the going concern status of
Members at the forthcoming AGM for approval. the Company and its future operations.

BOARD’S REPORT
Other Confirmations The details of risk management as practised by the Company are
provided as a part of the Management Discussion and Analysis Report
There is no application/proceeding pending under the Insolvency which is attached as Annexure F to this report.
and Bankruptcy Code, 2016 during the year under review except for
one petition filed against the Company with NCLT, Chennai for an RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY,
insignificant amount, which the Company had disputed and filed its TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
reply to the petition with NCLT, Chennai. Further, there are no instances OUTGO
of one time settlement with any Bank or Financial Institutions. Your Company continues to focus on Research and Development
activities with specific reference to emission conformance, fuel
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY efficiency, vehicular performance, innovation, futuristic technologies
The Company has designed a proper and adequate internal control and enhancement of safety, aesthetics and ride comfort. Expenditure
system to ensure the following viz. a) adherence to Company’s incurred by way of capital and revenue on these activities is shown
separately.
policies; b) safeguarding of assets; and c) that transactions are
accurate, complete and properly authorized prior to recording. Details Information as required under Section 134(3)(m) of the Act read
are provided in Management Discussion and Analysis Report in with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to
Annexure F to this report. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo are furnished in Annexure A to this Report.
RISK MANAGEMENT
ACKNOWLEDGEMENT
Your Company has established a robust Enterprise Risk Management
(ERM) framework embodying the principles of COSO ERM, 2017 Your Board takes this opportunity to thank the Company’s employees
framework and ISO 31000 standard that fosters a sound risk for their dedicated service and firm commitment to pursuing the goals
and Vision of the Company. Your Board also wishes to express its
management culture to facilitate informed decision making.
appreciation for the continued support of the Government of India,
The ERM process is overseen by the Risk Management Committee Governments of various States in India, bankers, financial institutions,
customers, dealers and suppliers and also, the valuable assistance and
of the Board, which is responsible to ensure that the Company has
advice received from the joint venture partners, Hinduja Automotive
an appropriate and effective framework for managing and reporting
Limited, the Hinduja Group and the shareholders. We look forward to
significant enterprise risks.
the continued support of all the partners in our progress.
An internal Risk Steering Committee, comprising of key members For and on behalf of the Board of Directors
of Senior Leadership is responsible for the risk management
process including risk identification, impact assessment, effective Chennai Dheeraj G Hinduja
implementation of risk mitigation plans, and risk reporting. May 19, 2022 Executive Chairman

ANNEXURE A TO THE BOARD’S REPORT
PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
A. CONSERVATION OF ENERGY viii. Provision of interlock between Hydraulic pump
motor operation and machine panel operation.
a) Conservation of Electrical Power:
ix. Interlocking new dust collector exhaust with
• As a part of continuous contribution/effort towards machine panel operation to avoid idle running.
sustainable operations, the Company has taken
specific initiatives in energy conservation, usage x. Use of energy efficient ceramic fiber pyro
of alternate/renewable resources, green energy, blocks in place of conventional refractory
optimizing power consumption, etc. bricks in heat treatment furnaces.
• During the year, about 10.21 million electrical Units xi. Optimum utilization and furnace by improving
have been saved leading to significant savings loading capacity there by reduction in power
in energy cost of about `66.41 million. This was consumption per unit of production.
achieved through high degree of awareness, Energy xii. Implementation of productivity improvement
audits, Power quality audits and brainstorming. This projects i.e. cycle time reduction thru.
is part of the Company’s Mission Gemba initiative. modifications in machine controls and utilizing
• The usage of wind energy was around 26% of the advance technology tools.
total power consumption at 64.44 million Units. xiii. Lighting modification (LEDfication) continued at
Similarly, the usage of solar energy was 45% of the renovated buildings & office areas.
total consumption at 113.25 million units this year.
Your Company’s Green Energy initiative realized xiv. Utilization of Flexible Contract Demand facility
significant operating cost savings to the tune of provided by State Electricity Board (MSEDCL)
`400.58 million, while also making a very impressive thus contract demand reduced based on
reduction in emissions by 1,45,706 tco2e. production plan, actualized monitoring benefit
of ` 26.30 lakhs in power cost till March 2022
• Group Captive Power continued to reap benefits and at our Bhandara plant.
help to realize a saving of ₹7.73 million, consuming
7.73 million units in this FY which is 3% of total xv. Producing cargo B Pillar manual operation on
power consumption. mechanical press instead of hydraulic press.
With all these continuous efforts and with an
• Use of Indian Energy exchange (IEX) power through
endeavor to conserve energy, your Company is
online bidding has resulted in savings of `23.48
moving towards becoming a carbon neutral and a
million by purchasing 15.65 million units which is 6%
“Cleaner & Greener” organization.
of total power consumption.
b) Towards wood-free Plant:
• All manufacturing plants have optimized and
maintained towards unity Power factor. Usage of wood has been significantly reduced in vendor
logistics from 10.17 Kg/HECU in FY21 to 8.69 kg/HECU in
• Your Company had invested `29.87 million towards FY 22 (15 % reduction) enabled by reusable, recycled Steel
Energy Conservation initiatives during FY22. Pallets.
• Your Company also saved 10.21 million kwh through
c) Enhancing the greenery towards carbon neutrality:
energy saving projects, viz.
Intense green drive to create more green spaces, emphasis
i. Maximum demand controlled by optimizer
has been to plant more trees in and around manufacturing
unit from 18,900 to 16,080 KVA at our foundry units. We have created cumulative 28 multilayer dense
division, SPU. forests using Miyawaki Method – a Japanese Way. About
ii. Achieving metal output in reduced power 56,179 trees were planted in 18585 Sqm (20 locations) in a
2600 KW for 5 Ton and 1700 KW for 3 Tons by phased manner so far in FY22. Total tree plantations inside
optimum operation of furnaces at our foundry and outside plants in FY22 is 49,812 Nos.
division, ENU.
d) Water Conservation:
iii. Provision of Interlock for cooling tower fan
• Ashok Leyland is a ‘Water Positive’ Company certified
motor w.r.t inlet temperature of furnace.
by M/s DNV GL.
iv. Provision of thermocouple in cooling system
• Ground water Consumption has been minimized
so as to operate cooling tower fan w.r.t across all manufacturing units by implementing
temperature. Rainwater Harvesting and other water efficiency
v. Optimization of bed conveyors w.r.t oven improvements.
temperature. • Around 65-70% of the fresh water consumed is
vi. Remote control for panel cooling system. recovered through Sewage/Effluent Treatment/Zero
Liquid Discharge. Plants put the treated water into
vii. Optimization of Decoring conveyor operation use both for inland gardening as well as process
w.r.t casting cooling conveyor system. applications.

ANNEXURE A TO THE BOARD’S REPORT
PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
• Facility created near buildings with filtering systems B. TECHNOLOGY ABSORPTION
to capture roof top rain water and pumped to the
No technology was imported by the Company during the last
overhead tank for use.
three years
e) Solar Energy
1. Specific areas in which R&D was carried out by the
Cumulative 10.14 MW roof top solar power across AL units Company.
was taken up with Hinduja Renewable Private Limited.
Subsequent to the commissioning of 75 MWp solar park Engines and Aggregates
at Sivagangai District, in Tamil Nadu, during Jan 2021, 102
(i) Development of new variants of suspension, Single
million units were generated for the period FY 22 which
Tyre & Dual Tyre Lift Axles, Front Axles and Gear
amounts to 41% of total power consumption including Boxes.
northern plants. This will ensure abatement of 83,640
tonnes of carbon emissions. (ii) Start development of Alternate Fuel Engines.
These arrangements reduced the overall cost of production (iii) Development of Aggregates for Battery Electric
and significant reduction in CO2 emission. Your Company Vehicles including Motors, Power Electronics.
stands at 80% of renewable energy in Tamil Nadu and 71%
throughout India. Vehicles
Awards (i) Development of ICV Range in CNG Fuel option.

• AL won 15 prestigious CII EHS Excellence awards (ii) Development of Electric LCV
(9 maturity awards and 6 special category awards).
The plant wise details: (iii) BS VI range of Buses in CNG
• Hosur 2-Gold award (iv) New variants of M&HCV Trucks launched on Modular
Platform.
• Pantnagar, Hosur 1, Hosur 3, Foundry
Sriperumbudur – Silver award 2. Benefits derived as a result of R&D
• Ennore, Bhandara, Alwar, Foundry Ennore – (i) Launch of Products in multiple fuel option such as
Bronze award CNG etc.,
• INFHRA Excellence in use of space planning & facility (ii) 24 Patents obtained in 2021-22
reservation system during & Post COVID -19 Crisis
(iii) CEV IV Certification for Off-Highway application.
• Hosur 1 team was honored with ‘Merit Award in
Symposium on Robotics and Automation -2021’ 3. Future Plan of Action
under OEM category – ‘Implementation of Industry
4.0 in H- Engine Assembly’ (i) Extension of Modular Platform for Export markets
and new domestic variants.
• Hosur 1 bagged the 1st Runner-up award in OHS
management competition 2021-22 organised by (ii) LNG Variants in Trucks & Buses.
NHRD Hosur chapter in association with HIA & JDISH
(iii) Exploring other energy management strategies such
Office as Fuel Cells.
• Hosur 2 bagged the “Energy Efficient Unit’21”
– awarded by CII, at 22nd Excellence In Energy 4. Expenditure on Research and Development (R&D)
Management ` in Crores
• Pantnagar - Awarded Best Energy efficient Expenditure on R&D 2021-22 2020-21
organization (1st runner-up) in CII 5th edition
National Energy Efficiency Circle Competition Capital 9.74 9.23
• Pantnagar: Platinum award in 1st CII Operational Revenue (excluding

depreciation) 377.69 407.51
Sustainability Competition
• Pantnagar: Awarded Energy & Positive Carbon Foot Less: Amount received by R&D
facilities (8.52) (7.17)
Print in CII-SR EHS Excellence award 2021
Total 378.91 409.57
• Bhandara won “First award” in State level “Energy
conservation & management award” competition Total R&D expenditure as a %
organized by Maharashtra Energy Development of total turnover 1.75 2.68
Agency (MEDA) for automobile and engineering
sector. C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has made an investment of Earnings in foreign currency and expenditure incurred in foreign
` 14,00,000 (Rupees Fourteen Lakhs only) towards energy currency amounts to ` 1,440.25 Crores and ` 166.28 Crores
efficient compressor and cooling tower with VFD drive respectively. The Company continues its efforts to improve its
during FY 2021-22. earnings from exports.

ANNEXURE B TO THE BOARD’S REPORT
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act, read with Rule b. The median remuneration for the year 2021-22 is ` 876,523/-.
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below: c. The Percentage increase/(decrease) in the median remuneration
of the employees in the financial year is 14.99%
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial d. The number of permanent employees on the rolls of Company:
year and percentage increase of each Director, MD & CEO, WTD 10,101
& CFO and Company Secretary in the financial year:
e. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
S. Name of the Director / Ratio to % increase in
financial year and its comparison with the percentile increase
No. KMP median remuneration
in the managerial remuneration and justification thereof and
remuneration in the
point out if there are any exceptional circumstances for increase
financial year
in the managerial remuneration:
1. Mr. Dheeraj G Hinduja# NA NA
2. Prof. Dr. Andreas H Increase in remuneration is based on remuneration policy of the
Biagosch 5.07 (8.54) Company.
3. Dr. Andrew C Palmer 4.33 4.23 f. Affirmation that the remuneration is as per the remuneration
4. Dr. C Bhaktavatsala Rao 6.51 16.98 policy of the Company:
5. Mr. Jean Brunol 5.91 16.66 The Company affirms that the remuneration is as per the
6. Mr. Jose Maria Alapont 6.55 22.43 remuneration policy of the Company.
7. Ms. Manisha Girotra 4.78 6.05 g. Mr. Dheeraj G Hinduja, Co-Chairman of Hinduja Automotive
8. Mr. Sanjay K Asher 5.95 14.85 Limited (Holding Company) was in receipt of remuneration on a
monthly basis and the same for the period December 1, 2021 to
9. Mr. Saugata Gupta 5.69 34.23
March 31, 2022 was £50,961.
10. Mr. Shom Ashok
Hinduja@ NA NA Mr. Dheeraj G Hinduja, Executive Chairman was in receipt of
Commission amounting to Rs. 55.90 lakhs for the FY 2021-
11. Mr. Gopal Mahadevan,
22 from Hinduja Leyland Finance Limited, a subsidiary of the
Whole-time Director and
Chief Financial Officer 65.39 17.65 Company.
12. Mr. Vipin Sondhi, h. Mr. Gopal Mahadevan, Whole-time Director and Chief Financial
Managing Director and Officer was in receipt of Commission amounting to ` 17.54
Chief Executive Officer* NA NA lakhs for FY 2021-22 from Hinduja Leyland Finance Limited, a
13. N Ramanathan, Company subsidiary of the Company.
Secretary 16.78 9.82 i. The statement containing top ten employees in terms of
*Not applicable since Mr. Vipin Sondhi resigned as the MD & remuneration drawn and particulars of employees as required
CEO with effect from December 31, 2021. under Section 197(12) of the Act, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
#Not applicable since Mr. Dheeraj G Hinduja was appointed
as the Executive Chairman from November 26, 2021 and the Personnel) Rules, 2014, is provided in a separate annexure
remuneration drawn during the year represents sitting fee from forming part of this report. Further, the report and the accounts
April 1, 2021 to November 25, 2021 paid to him as a Non- are being sent to the members excluding the aforesaid annexure.
Executive Director and the remuneration paid to him as the In terms of Section 136 of the Act, the said annexure is open for
Executive Chairman during November 26, 2021 to March 31, inspection and has been hosted on the website of the Company
2022. www.ashokleyland.com. Any shareholder interested in obtaining
@Appointed as Director with effect from November 12, 2021 a copy of the same may write to the Company Secretary and the
and hence not applicable. same will be provided free of cost to the shareholder.

ANNEXURE C TO THE BOARD’S REPORT
REPORT ON CORPORATE GOVERNANCE
Ashok Leyland’s Philosophy on Code of Governance is disseminated in an equal, timely and cost efficient manner for
access by users.
a. Corporate Governance at Ashok Leyland Limited is integral to its
existence. Your Company believes that good Corporate Governance Board of Directors
is a commitment to run the businesses in a legal, ethical and
a transparent manner, a dedication that must emanate from i. As on March 31, 2022, the Board comprised of eleven Directors.
the top and permeate throughout the organisation. Corporate Of the eleven directors, nine (81.82%) are Non-Executive Directors
Governance is inevitable, whereas good Corporate Governance and six (54.55%) are Independent Directors including a Woman
is voluntary – beyond the four walls of law. Your Company is Director. Mr. Dheeraj G Hinduja is the Executive Chairman. The
committed to good Corporate Governance, based on an effective composition of the Board is in conformity with Regulation 17 of
independent Board, separation of supervisory role from the the SEBI Listing Regulations and Section 149 of the Companies
executive management and constitution of Committees to Act, 2013 (“Act”), read with the relevant rules made thereunder.
oversee critical areas a transparent disclosure policy to keep the
stakeholders informed, thus, upholding the standards practically ii. The number of Directorships, Committee memberships/
at every sphere. Your Company is in compliance with the chairmanships of all Directors is within the respective limits
requirements of the Corporate Governance under the Securities prescribed under the Act and SEBI Listing Regulations. Necessary
and Exchange Board of India (Listing Obligations and Disclosure disclosures regarding Board and Committee positions in other
requirements) Regulations, 2015 (“SEBI Listing Regulations”). public companies as on March 31, 2022 have been made by all
the Directors of the Company.
Your Company considers that sound governance practices are
crucial for its smooth and efficient operations as well as its iii. Your Company has received declarations from all its Independent
Directors confirming that they meet the criteria of independence
ability to attract investments, balancing the interests of all its
prescribed both under the Companies Act, 2013 and the SEBI
stakeholders and providing shareholder value. This has also
Listing Regulations. The Board at its meeting held on May 19,
helped your Company remaining relevant for over decades
2022 has taken on record these declarations received from
together. Your Company belongs to a legacy where the visionary
the Independent Directors. In the opinion of the Board, the
founders of the Group laid the stone for good governance
Independent Directors of the Company fulfil the conditions
through the philosophies of ‘Work to give’ and ‘Word is bond’
specified in SEBI Listing Regulations and are independent of the
from the founders of the Hinduja Group. ‘Work to Give’ refers
Management.
to the duty to work diligently and to ensure that one gives
something back to the stakeholder around. ‘Word is bond’ refers iv. Every Independent Director, at the first meeting of the Board in
to the duty of one to be true to his/her words, enabling one to which he/she participates as a Director and thereafter at the first
build trust and confidence amongst stakeholders at large, thereby meeting of the Board in every financial year, gives declarations
creating sustainable relationships for life. Thus, the standards of under Section 149(7) of the Act and Regulation 16(1)(b) of
governance are guided by the following principles: the SEBI Listing Regulations that he/she meets the criteria of
independence as stated in these provisions/clauses.
• Adhering to governance standards beyond the letter of law.
v. The Independent Directors have included their names in the
• Clear and ethical strategic direction and sound business
databank of Independent Directors maintained with the Indian
decisions.
Institute of Corporate Affairs in terms of Section 150 of the Act
• The effective exercising of ownership. read with Rule 6 of the Companies (Appointment & Qualification
of Directors) Rules, 2014.
• Transparent and professional decision making and
disclosures. vi. Your Company has issued a formal letter of appointment to all
Independent Directors and the terms and conditions of their
• Excellence in corporate governance by abiding the appointment have been hosted on the website of the Company.
guidelines and continuous assessment of Board processes
and the management systems for constant improvisation. vii. The re-appointment of Mr. Jose Maria Alapont as an Independent
Director for the second term commencing from January 25,
• Greater attention is paid to the protection of minority 2022 to January 24, 2027 who would attain the age 75 years
shareholders rights. during his term was approved by the Members at the AGM held
on September 8, 2021 by a special resolution in pursuance of
b. Your Company recognises the rights of all the stakeholders Regulation 17(1A) of the SEBI Listing Regulations.
and encourages co-operation between the Company and the
stakeholders to enable your participation in the corporate viii. The names and categories of the Directors on the Board, their
governance process. attendance at Board meetings held during the year and the number
of directorships and Committee chairmanships/memberships
c. Your Company ensures adequate, timely and accurate disclosure held by them in other public companies as on March 31, 2022
of all material matters including the financial situation, is given herein below. Chairmanships/memberships of Board
performance, ownership and governance of the Company to committees includes only Audit Committee and Stakeholders’
the stock exchanges and the investors. Information is prepared Relationship Committee as per Regulation 26(1)(b) of the SEBI
and disclosed in accordance with the prescribed standards and Listing Regulations.

Names of Director Category Number of Attendance Number of Number of Number of
Board meetings at last AGM directorships Directorships committee positions
during the year held on in other public in other held in other public
2021-22 September companiesS companies companies&
Held Attended 8, 2021 Director Chairman Member Chairman
Mr. Dheeraj G Hinduja, Promoter, 8 8 Yes 4 3 2 - -
Executive Non-Independent
Chairman* Executive
DIN: 00133410
Prof. Dr. Andreas H Independent 8 7 Yes - - 4 - -
Biagosch Non-Executive
DIN: 06570499
Dr. Andrew C Palmer Non-Independent 8 8 Yes - - 8 - -
DIN: 02155231 Non-Executive
Mr. Jean Brunol Independent 8 8 Yes 1 - 1 - -
Mr. Jose Maria Alapont Independent 8 8 Yes - - 3 - -
Ms. Manisha Girotra Independent 8 7 Yes - - 3 - -
Mr. Sanjay K Asher Independent 8 8 Yes 8 - 6 8 3
Mr. Saugata Gupta Independent 8 7 Yes 3 - 7 2 1
Dr. C Bhaktavatsala Rao Non-Independent 8 8 Yes# - - 3 - -
Mr. Shom Ashok Hinduja# Non- Independent 4@ 4 NA 1 - 4 - -
Mr. Gopal Mahadevan, Non-Independent 8 8 Yes 5 - 2 3 -
Whole-time Director Executive
and Chief Financial Officer
DIN: 01746102
$
Does not include directorships in Private Limited companies, Section 8 companies and companies incorporated outside India. This is however
covered under number of Directorships in other companies.
*
Appointed as the Executive Chairman with effect from November 26, 2021.
#
Appointed as a Director with effect from November 12, 2021.
@
Number of meetings held during his tenure as a Director.
&
Represents Committee positions in Audit and Stakeholders Relationship Committee.
Note: Mr. Vipin Sondhi, Managing Director & Chief Executive Officer resigned with effect from December 31, 2021.
Inter-se relationship between Directors - Nil
Directorships in other listed entities Changes in Board composition during the financial year 2021-22
Name of the Name of the listed Category
During the FY 2021-22, the following were the changes in the Board
Director entity
composition:
Mr. Sanjay K Deepak Nitrite Limited Non-Executive
Asher IndusInd Bank Limited Independent Director
Name Nature of Change
Meghmani Finechem Dr. Andrew C Palmer, Resigned as an Independent Director with
Limited Non-Executive Non- effect from July 1, 2021 and appointed
Sonata Software Limited Independent Director as a Non-Executive Non-Independent
Sudarshan Chemicals Director with effect from July 7, 2021
Industries Limited Mr. Jose Maria Alapont Re-appointed as an Independent Director
Tribhovandas Bhimji Non-Executive with effect from January 25, 2022
Zaveri Limited Independent Director
Mr. Saugata Marico Limited Managing Director & Mr. Shom Ashok Appointed as a Non-Executive Non-
Gupta Chief Executive Officer Hinduja Independent Director with effect from
Mr. Shom Ashok Gulf Oil Lubricants India Non-Executive Non- Non-Executive Non- November 12, 2021
Hinduja Limited Independent Director Independent Director

Name Nature of Change 6,550 shares as Karta of HUF. Other Non-Executive Directors do
not hold any shares in the Company.
Dr. C Bhaktavatsala Rao Appointed as Non-Executive Non-
Non-Executive Non- Independent Director at the AGM held xxii. Your Company has not issued any convertible instruments.
Independent Director on September 8, 2021.
xxiii. During the year, the Independent Directors of the Company
Mr. Dheeraj G Hinduja Appointed as Executive Chairman with without the presence of non-independent directors and
Executive Chairman effect from November 26, 2021. management team met on June 18, 2021, August 11, 2021,
Mr. Vipin Sondhi Resigned as Managing Director & Chief November 12, 2021 and February 9, 2022. The Independent
Managing Director & Executive Officer with effect from Directors inter-alia reviewed the performance of the non-
Chief Executive Officer December 31, 2021. independent directors, Board as a whole and Chairman of the
Company, on parameters of effectiveness and to assess the
ix. None of the Directors on the Board is a member of more than
quality, quantity and timeliness of flow of information between
ten Committees or Chairman of more than five committees
the management and the Board.
across the public companies in which he/she is a director.
x. None of the Independent Directors on the Board serve as Prof. Dr. Andreas H Biagosch, Chairman of these meetings
Independent Directors in more than seven listed entities. None presented the views of the Independent Directors on matters
of the Executive Directors on the Board serve as an Independent relating to Board processes and views to the full Board.
Director in more than three listed entities. xxiv. The details of familiarisation programme done for the
xi. None of the Directors/Key Management Personnel of the financial year 2021-22 have been hosted in the website of the
Company are related to each other. Company under the web link https://www.ashokleyland.com/in/
en/investors/investor-information/familiarization-to-directors.
xii. During the year, eight Board meetings were held and the gap
between two meetings did not exceed one hundred and twenty xxv. The skills/expertise/competencies identified by the Board for
days. the effective functioning of the Company which are currently
available with the Board and the names of the Directors who
xiii. The dates on which the said meetings were held are: have such skills/expertise/competence is as below:
June 24, 2021, July 29, 2021, August 12, 2021, September 21,
Skills / Expertise /
2021, November 12, 2021, November 26, 2021, February 11, Name of the Director
Competence
2022 and March 23, 2022. The necessary quorum was present
for all the meetings. Governance, Global Mr. Dheeraj G Hinduja
Strategic Management in Dr. Andrew C Palmer
xiv. The Board evaluates the Company’s strategic direction, Automotive sector
management policies, performance objectives and effectiveness Prof. Dr. Andreas H Biagosch
of Corporate Governance practices. Mr. Jose Maria Alapont
xv. During the year 2021-22, information as mentioned in Part A Mr. Jean Brunol
of Schedule II of the SEBI Listing Regulations, has been placed Mr. Shom Ashok Hinduja
before the Board for its consideration. The Board periodically Financial Management, Risk Mr. Dheeraj G Hinduja
reviews the compliance reports of all laws applicable to the management, Regulatory Prof. Dr. Andreas H Biagosch
Company. and Legal Mr. Sanjay K Asher
xvi. In compliance with the applicable provisions of the Act and the Ms. Manisha Girotra
Rules made thereunder, the Company facilitates the participation Mr. Gopal Mahadevan
of the Directors in Board/Committee meetings through video
Engineering, Technology, Dr. Andrew C Palmer
conferencing or other audio-visual mode.
Operations Mr. Jose Maria Alapont
xvii. Further, the Board fulfils the key functions as prescribed under
Mr. Jean Brunol
the SEBI Listing Regulations.
Prof. Dr. Andreas H Biagosch
xviii. Your Company has appointed Independent Directors who are
Mr. Shom Ashok Hinduja
renowned people having expertise/experience in their respective
Investment Appraisal, Mr. Dheeraj G Hinduja
field/profession. None of the Independent Directors are
promoters or related to promoters. They do not have pecuniary Financing, Capital Ms. Manisha Girotra
relationship with the Company and further do not hold two Structures Mr. Gopal Mahadevan
percent or more of the voting power of the Company. Mr. Jose Maria Alapont
xix. The details of Directors seeking re-appointment at the ensuing Management and Mr. Dheeraj G Hinduja
AGM is furnished in the Notice convening the meeting of the Leadership, Marketing and Dr. Andrew C Palmer
Members. Branding, Mr. Jose Maria Alapont
xx. During the year 2021-22, under AL ESOP 2018, the Nomination Prof. Dr. Andreas H Biagosch
and Remuneration Committee (“NRC”) has not granted any Mr. Jean Brunol
options to any of the employees of the Company.
Mr. Saugata Gupta
xxi. As at March 31, 2022, Mr. Gopal Mahadevan, Whole-time Mr. Gopal Mahadevan
Director and Chief Financial Officer holds 20,620 shares in the
Dr. C Bhaktavatsala Rao
Company. Further, Dr. C Bhaktavatsala Rao holds 1,690 shares in
the Company as at March 31, 2022 in individual capacity and Mr. Shom Ashok Hinduja

COMMITTEES OF THE BOARD • Evaluation of internal financial controls and risk management
systems.
Audit Committee
• Review the compliances of The SEBI (Prohibition of Insider
Terms of Reference:
Trading) Regulations, 2015.
Your Company has constituted a qualified independent Audit Committee
which acts as a link between the management, external and internal • Review the functioning of the Whistle Blower Mechanism.
auditors and the Board of Directors of the Company. The Committee The policy is available on the Company’s website https://
is responsible for overseeing the Company’s financial reporting process www.ashokleyland.com/backend/in/wp-content/uploads/
by providing direction to audit function and monitoring the scope and sites/2/2021/11/Whistle-Blower-Policy.pdf#toolbar=0
quality of internal and statutory audits. The Members of the Audit
The Audit Committee also considers matters which are specifically
Committee are financially literate and possess accounting or related
referred to it by the Board of Directors, besides considering the
financial management expertise.
mandatory requirements of Regulation 18 read with Part C of Schedule
The brief description of the terms of reference of the Committee is II of SEBI Listing Regulations and provisions of Section 177 of the Act.
given below:
Composition:
Financials
The composition of the Audit Committee and the details of meetings
• Review of the quarterly/half-yearly/annual financial statements attended by its members are given below:
with reference to changes, if any, in accounting policies and
reasons for the same.
Name Category Number of
• Major accounting entries involving estimates based on exercise meetings during
of judgment by management, adjustments, if any, arising out of the financial year
audit findings. 2021-22
• Compliance with listing and legal requirements relating to Held Attended
financial statements, qualifications, if any, in the draft audit
Mr. Sanjay K Asher, Independent, 4 4
report.
Chairman Non-Executive
• Changes, if any, in accounting policies and practices and reasons Independent, 4 4
for the same. Mr. Jean Brunol
Non-Executive
• Significant adjustments made in the financial statements arising Independent, 4 4
out of audit findings. Mr. Jose Maria Alapont
Non-Executive
Internal controls and risk management Non-Independent, 4 4
Dr. C Bhaktavatsala Rao
• Review of internal audit function and discussion on internal audit Non-Executive
reports. Independent, 3 3
Mr. Saugata Gupta*
• Review of vigil mechanism. Non-Executive
• Review of adequacy of internal control systems. *Appointed as a Member with effect from June 24, 2021.
• Review of enterprise level risks. Meetings

Compliance and other related aspects During the year, four Audit Committee meetings were held and the gap
between two meetings did not exceed one hundred and twenty days.
• Approval and Disclosure of related party transactions and
subsequent modifications, if any. The dates on which the said meetings were held are as follows: June
• Scrutiny of inter-corporate loans and investments. 23, 2021, August 11, 2021, November 11, 2021 and February 10, 2022.
The necessary quorum was present at all the meetings.
• Valuation of undertakings or assets of the Company.
The Committee complies with the SEBI Listing Regulations relating to
• Uses/application of funds raised through an issue. composition, independence of its members, financial expertise and the
audit committee charter.
• Review and recommendation of appointment, remuneration and
terms of appointment of statutory auditors. Mr. Sanjay K Asher, Chairman of the Audit Committee was present at
• Review of other services rendered by the statutory auditors. the AGM held on September 8, 2021. Other members of the Committee
were also present at the meeting.
• Review and monitor the auditor’s independence and performance
and effectiveness of the audit process. The Whole-time Director and Chief Financial Officer and Head - Internal
Audit and Risk Management attend meetings of the Audit Committee,
• Review of the management discussion and analysis of the as invitees.
financial conditions and results of operations, significant related
party transactions, management letters issued by statutory The representatives of the Auditors are invited to the Audit Committee
auditors, internal audit reports. meetings. The Statutory Auditors/ Cost Auditor attend the Audit
Committee Meetings for matters relating to discussion on financials
• Review the adequacy of internal audit function, if any, including results/respective audit reports.
the structure of internal audit department, staffing and seniority
of the official heading the department, reporting structure, Mr. N Ramanathan, Company Secretary is the Secretary to the
coverage and frequency of internal audit. Committee.

Your Company is governed by a charter adopted by the Committee Meetings
pursuant to the regulatory requirements and the Committee reviews
During the year, five NRC meetings were held and the gap between
the mandatory information periodically as required.
two meetings did not exceed one hundred and twenty days. The dates
Nomination and Remuneration Committee on which the said meetings were held are as follows:
Your Company has a Nomination and Remuneration Committee (“NRC”) June 24, 2021, August 19, 2021, November 9, 2021, November 26,
constituted pursuant to the provisions of Section 178 of the Act and 2021 and February 9, 2022.
Regulation 19 of the SEBI Listing Regulations. As per the Securities and
The necessary quorum was present for all the meetings.
Exchange Board of India (Share Based Employee Benefits) Regulations,
2014, the NRC acts as the Compensation Committee for administration The Chairperson of the NRC was present at the last AGM held on
of AL ESOP 2016 and AL ESOP 2018. September 8, 2021. Other members of the Committee were also
present at the meeting.
A brief description of the terms of reference of the Committee is given
below: Mr. N Ramanathan, Company Secretary is the Secretary to the
Committee.
• Formulate Remuneration Policy and a Policy on Board Diversity.
Performance evaluation criteria for Directors
• Formulate criteria for evaluation of Directors and the Board.
The NRC has laid down the criteria for performance evaluation of all
• To ensure that the Remuneration Policy shall also include the the Directors of the Company. The performance evaluation is done
criteria for determining qualifications, positive attributes and by the entire Board of Directors, except the Director concerned being
independence of a Director and recommend to the Board a policy, evaluated. The criteria for performance evaluation are as follows:
relating to the remuneration for the Directors, Key Managerial
Personnel and other employees and recommend remuneration (a) Role and Accountability
to the Board. • Understanding the nature and role of Independent
• Identify persons who are qualified to become Directors and who Directors’ position.
may be appointed in Senior Management in accordance with the • Understanding of risks associated with the business.
criteria laid down, recommend to the Board their appointment
and removal and shall carry out evaluation of every Director’s • Application of knowledge for rendering advice to
performance. Evaluate the balance of skills, knowledge and management for resolution of business issues.
experience on the Board and consider the appointment of • Offer constructive challenge to management strategies and
Independent Directors on the basis of such evaluation. proposals.
• To ensure that the level and composition of remuneration is • Active engagement with the management and attentiveness
reasonable and sufficient to attract, retain and motivate Directors to progress of decisions taken.
of the quality required to run the Company successfully;
(b) Objectivity
relationship of remuneration to performance is clear and meets
appropriate performance benchmarks. • Non-partisan appraisal of issues.
• Remuneration to Directors, Key Managerial Personnel and Senior • Own recommendations given professionally without
Management involves a balance between fixed and incentive tending to majority or popular views.
pay reflecting short and long term performance objectives (c) Leadership and Initiative
appropriate to the working of the Company and its goals.
• Heading Board Sub-committees.
• Recommend to the Board, all remuneration, payable to Senior
Management. • Driving any function or identified initiative based on
domain knowledge and experience.
Composition
(d) Personal Attributes
The composition of the NRC and the details of meetings attended by
• Commitment to role and fiduciary responsibilities as a
its members are given below:
Board member.
Name Category Number of meetings • Attendance and active participation.
during the financial
• Proactive, strategic and lateral thinking.
year 2021-22
Held Attended During the year, the Nomination and Remuneration Committee/Board
conducted an evaluation of its own performance, Individual Directors
Ms. Manisha Girotra, Independent, Non- 5 5 as well as the working of the Committees as per the Board evaluation
Chairperson Executive framework adopted by it.
Mr. Jose Maria Alapont Independent, Non- 5 5
(e) Remuneration Policy
Executive
Mr. Saugata Gupta Independent, Non- 5 5 The objective of the remuneration policy is to attract, motivate
Executive and retain qualified and expert individuals that the Company
needs in order to achieve its strategic and operational objectives,
Mr. Dheeraj G Hinduja Non Independent 3* 3
whilst acknowledging the societal context around remuneration
Non- Executive (till
and recognising the interest of Company’s stakeholders. The
November 25, 2021)
policy is hosted at the website of the Company at https://
*Mr. Dheeraj G Hinduja ceased to be a Member of the NRC consequent to his www.ashokleyland.com/backend/in/wp-content/uploads/
appointment as the Executive Chairman with effect from November 26, 2021. sites/2/2021/07/Remuneration-Policy-1.pdf#toolbar=0.

Remuneration of Directors
(i) Criteria for making payments to Non-Executive Directors
The Non-Executive Directors of the Company are paid remuneration by way of sitting fee and profit related commission based on the criteria
laid down by the NRC and the Board which may include:
o Performance of the Company.

o Members’ attendance, position held in the Committee(s); and
o Time spent by each Member.
(ii) Details of the remuneration for Non-Executive Directors for the year ended March 31, 2022
S. Sitting Fees Commission Total

Name of the Director
No. (`) (`) (`)
1. Mr. Dheeraj G Hinduja 950,000 - 950,000
2. Prof. Dr. Andreas H Biagosch 940,000 3,503,000 4,443,000
3. Dr. Andrew C Palmer 1,040,000 2,751,000 3,791,000
4. Mr. Jean Brunol 1,590,000 3,586,000 5,176,000
5. Mr. Jose Maria Alapont 1,890,000 3,854,000 5,744,000
6. Ms. Manisha Girotra 1,150,000 3,038,000 4,188,000
7. Mr. Sanjay K Asher 1,530,000 3,687,000 5,217,000
8. Mr. Saugata Gupta 1,450,000 3,538,000 4,988,000
9. Dr. C Bhaktavatsala Rao 1,290,000 4,418,000 5,708,000
10. Mr. Shom Ashok Hinduja 460,000 1,625,000 2,085,000
Total 12,290,000 30,000,000 42,290,000
1. Mr. Dheeraj G Hinduja was appointed as the Executive Chairman with effect from November 26, 2021 and hence the sitting fees paid
relates to the period April 1, 2021 to November 25, 2021.
2. Mr. Shom Ashok Hinduja was appointed as a Director with effect from November 12, 2021.
None of the Non-Executive Directors have had any pecuniary relationship or transaction with the Company other than those relating to
remuneration in their capacity as Directors / Executives and corporate action entitlements in their capacity as Members of the Company.
(iii) Details of Remuneration for the Executive Directors for the year ended March 31, 2022
(Amount in `)
Mr. Dheeraj G Hinduja, Mr. Vipin Sondhi,
Mr. Gopal Mahadevan,
S. Executive Chairman Managing Director and
Particulars of Remuneration Whole-time Director and
No. (with effect from Chief Executive Officer
Chief Financial Officer
November 26, 2021) (till December 31, 2021)
1Gross salary:
(a) Salary as per provisions contained in Section
1,55,00,992 13,93,12,236 5,60,42,765
17(1) of the Income-tax Act, 1961
(b) Value of perquisites under Section 17(2) of
11,10,119 72,01,509 5,21,160
the Income-tax Act, 1961
2 Employee Stock Option - - -
3 Others - Retirement benefits 750,000 750,000 750,000
Total 1,73,61,111 147,263,745* 57,313,925
The above figures are on accrual basis.
*Includes leave encashment of ` 79,45,753/-.
The excess remuneration paid/payable is subject to ratification of the Members in the ensuing Annual General Meeting as required under Section
197 read with Schedule V of the Act.
Employee Stock Option is treated as perquisite only at the time of exercise of option under Income Tax Act, 1961. Accordingly, the expense charged
during the vesting period is not considered here.
Services of the Executive Chairman and WTD & CFO may be terminated by either party, giving the other party three months’ notice. There is no
separate provision for payment of severance pay.
During the year, no Employee Stock Options were granted under the Ashok Leyland Limited ESOP 2016 and 2018 Schemes.

Stakeholders’ Relationship Committee Composition
Your Company has constituted a Stakeholders’ Relationship Committee The composition of the SRC and the details of meetings attended by its
(“SRC”) pursuant to the provisions of Section 178 of the Act and members are given below:
Regulation 20 of the SEBI Listing Regulations. Name Category Number of meeting
held during the
Terms of Reference financial year 2021-22
Held Attended
The SRC considers and resolves the grievances of the security
Mr. Sanjay K Asher, Independent, 4 4
holders, reviews the measures taken to ensure timely receipt of Chairman Non-Executive
dividends/annual reports etc. and effective exercise of voting rights by Ms. Manisha Independent, 4 3
shareholders. The Committee also reviews the manner and timelines Girotra Non-Executive
of dealing with complaint letters received from Stock Exchanges/ SEBI/ Mr. Dheeraj G Non- Independent, 4 4
Ministry of Corporate Affairs, etc., and the responses thereto along Hinduja Executive
with the adherence to service standards. Based on the delegated Mr. N Ramanathan, Company Secretary is the Secretary to the
powers of the Board of Directors, WTD & CFO approves the share Committee and Compliance Officer appointed for the purpose of
transfers/transmissions on a regular basis and the same is reported compliance with the requirements of SEBI Listing Regulations.
at the next meeting of the Committee, normally held every quarter. Meetings
The Board of Directors have constituted a Shares Committee to During the year, four SRC meetings were held. The dates on which the
specifically approve requests relating to issuance of duplicate share said meetings were held are as follows:
certificates. Dr. C Bhaktavatsala Rao and Mr. Gopal Mahadevan are the June 24, 2021, August 12, 2021, November 12, 2021 and February 11,
Members of the Committee. 2022. The necessary quorum was present for all the meetings.
Details of Complaints/other Correspondences

During the year, 20 complaint letters and 1,572 correspondences were received from investors (including 8 letters from the Stock Exchanges/SEBI
SCORES/MCA/NCLT).
Subject Matter of Complaints Pending as on Letters Received Letters replied / Pending as on

March 31, 2021 completed March 31, 2022
Non-receipt of Certificate - 1 1 -
Non-Receipt of Dividend/Interest - 4 4 -
Non-Receipt of Annual Report - 2 2 -
Loss of Share Certificates - 1 1 -
Transmission of shares - 3 3 -
Refund of shares from IEPF Authority - 1 1 -
Others - 8 8 -
Total - 20 20 -
Subject Matter of Correspondence Pending as on Letters Received Letters replied / Pending as on

March 31, 2021 completed March 31, 2022
Regarding Share Certificate - 82 81 1
Regarding Dividend/Interest - 36 36 -
Regarding Annual Report 7 7 -
Issue of Duplicate Share Certificate - 25 25 -
Loss of Share Certificates - 128 123 5
Revalidation of Dividend/Interest 3 242 243 2
Issue of Duplicate Dividend/Interest 1 34 33 2
Procedure for Transmission 1 312 309 4
Change of Address/Bank Mandate - 252 252 -
Other Correspondence - 134 133 1
Unclaimed share certificate - 13 13 -
Unclaimed Dividend - 198 197 1
Claims regarding refund of Shares/Dividend from IEPF authority 3 109 111 1
Total 8 1,572 1,563 17

Shareholder queries shown pending as on March 31, 2022, have been • To ensure that appropriate methodology, processes
subsequently resolved within the prescribed time limits. As on 31st and systems are in place to monitor and evaluate risks
March 2022, no share transfers were pending. associated with the business of the Company;
Corporate Social Responsibility Committee • To monitor and oversee implementation of the risk
management policy, including evaluating the adequacy of
Your Company has constituted a Corporate Social Responsibility (“CSR”) risk management systems;
Committee pursuant to the provisions of Section 135 of the Act read
with Companies (Corporate Social Responsibility) Rules, 2014. • To periodically review the risk management policy, at least
once in two years, including by considering the changing
The CSR Committee has formulated a CSR Policy indicating the industry dynamics and evolving complexity;
activities to be undertaken by the Company as specified in Schedule
VII of the Act. The Committee recommends the amount of expenditure • To keep the Board informed about the nature and content
to be incurred on the activities mentioned in the CSR Policy, the of its discussions, recommendations and actions to be
annual action plan, categorisation of projects as onetime and ongoing taken;
projects, transfer of funds to the unspent A/c, if any and monitors the
(ii) Two RMC meetings were held during the year on June 23, 2021
implementation of the CSR Policy.
and November 8, 2021 and the gap between two meetings did
The CSR Committee met two times during the year. The dates on which not exceed one hundred and eighty days. The necessary quorum
the said meetings were held are as follows: was present for the meeting.
(iii) The composition of the RMC and the details of meeting attended
June 24, 2021 and August 19, 2021. The necessary quorum was present
by its members are given below:
for all the meetings.
The composition of the CSR Committee and the details of meetings Name Category Number of meeting
attended by its members are given below: held during the
financial year 2021-22
Held Attended
Name Category Number of meeting Prof. Dr. Andreas H Independent, 2 1
held during the financial Biagosch, Chairman Non-Executive
year 2021-22 Mr. Sanjay K Asher Independent, 2 2
Held Attended Non-Executive
Mr. Dheeraj G Non- Independent, 2 2 Mr. Gopal Mahadevan Non- 2 2
Hinduja, Chairman Executive Independent,
Executive
Ms. Manisha Independent, 2 2
Girotra Non-Executive Mr. Saugata Gupta* Independent, 1 1
Non-Executive
Mr. Sanjay K Asher Independent, 2 2
Non-Executive *Mr. Saugata Gupta ceased to be a Member of the Committee with
effect from June 24, 2021.
Mr. N Ramanathan, Company Secretary is the Secretary to the
Committee. (iv) Mr. N Ramanathan, Company Secretary is the Secretary to the
Committee.
The CSR Report as required under the Companies Act, 2013 for the
year ended March 31, 2022 is attached as Annexure J to the Board’s (v) The Chairman of the Committee apprises the Board of the most
Report. significant risks along with the status of action taken by the
Management for mitigating such risks and the effectiveness of
Risk Management Committee the Enterprise Risk Management (ERM) system.
(i) Your Company has constituted a Risk Management Committee (vi) Details of Risk Management measures undertaken by the
(“RMC”) to assist the Board and the Audit Committee in their Company have been provided in the Management Discussion and
responsibilities of overseeing Company’s risk management Analysis Report which is attached to the Board’s Report.
policies and processes (including processes for monitoring and
mitigating such risks) and the Company’s exposure to unmitigated (vii) A Risk Management status report is provided to the Audit
risks. Committee on a regular basis for its information.
The terms of reference of the RMC is as follows: Other Committees
• Formulation of a detailed risk management policy which Technology and Investment Committee
includes a framework for identification of internal and The Board had constituted two Committees - Investment Committee (IC)
external risks specifically faced by the Company, in particular and Technology Committee (TC) with terms of reference determined for
including financial, operational, sectoral, sustainability, ESG each Committee. The IC considers and recommends new investment
related risks, information, cyber security risks or any other proposals, long term strategic goals in the areas of manufacturing and
risk as may be determined by the Committee. The policy product strategy, etc. The TC considers and approves key decisions with
also includes measures for risk mitigation including systems regard to product planning and choice of technology thereof and helps
and processes for internal control of identified risks and to prepare the Company to be in step with or be ahead of emerging
the Business continuity plan. global product and technology trends.

The Board at its meeting held on June 24, 2021 decided to combine The terms of reference of the ESG Committee is as below:
both these Committees to form a Technology and Investment
Committee (T & IC). Pursuant to this, the Investment Committee was i. Oversee, review and assess whether the Company’s strategy,
renamed as the Technology and Investment Committee and the terms policy and initiatives are in line with the macro developments
of reference was also fixed. happening in the ESG domain.
ii. Integrate the relevant initiatives on matters relating to
The composition of the TC, IC and T & IC and the details of meetings
Environmental, Health and Safety, Corporate Social Responsibility,
attended by its members are given below:
Sustainability and such other public policy matters, activities, and
proposals related to ESG with the other Board Committees.
Name Name Category Number of
of the meeting held iii. Review material ESG aspects for the Company and oversee the
Committee during the development and implementation of targets, standards and
financial year metrics established by the Management to assess and track the
2021-22 Company’s ESG performance.
Held Attended iv. Review and approve the Company’s ESG public disclosures and
Technology Dr. Andrew Non- 1 1 oversee the Company’s engagement with the stakeholders on
Committee C Palmer, Independent, ESG issues as also review stakeholder feedback from the ESG
Chairman Non-Executive disclosures.
Prof. Dr. Andreas Independent, 1 0 v. Review monitoring processes for tracking the ESG performance.
H Biagosch Non-Executive
Mr. Jean Brunol Independent, 1 1 vi. Monitor and review stakeholder perception of the Company
Non-Executive around ESG topics (including ESG ratings by leading agencies)
Mr. Jose Maria Independent, 1 1 vii. Review and ensure compliance to regulatory ESG disclosures as
Alapont Non-Executive required and amended from time to time (such as BRSR).
Technology Mr. Dheeraj Non- 4 4
Composition
and G Hinduja, Independent,
Investment Chairman Executive The composition of the ESG Committee and the details of meetings
Committee Prof. Dr. Andreas Independent, 4 3 attended by its members are given below:
(includes H Biagosch Non-Executive
the Name Category Number of meeting
Dr. Andrew C Non- 3 3
Investment held during the
Palmer* Independent,
Committee financial year 2021-22
Non-Executive
meeting Held Attended
held on Mr. Jean Brunol Independent, 4 4
Non-Executive Mr. Jose Maria Independent, Non- 3 3
June 23,
Mr. Jose Maria Independent, 4 4 Alapont, Chairman Executive
2021)
Alapont Non-Executive Dr. C. Bhaktavatsala Non-Independent, 3 3
Mr. Shom Ashok Non- 1 1 Rao Non-Executive
Hinduja# Independent, Mr. Jean Brunol Independent, Non- 3 3
Non-Executive Executive
Mr. Sanjay K Asher* Independent, Non- 2 1
*Appointed as a Member with effect from June 24, 2021 and hence Executive
the meetings held represents those held since his appointment.
Mr. Saugata Gupta Independent, Non- 3 3
#Appointed as a Member with effect from February 11, 2022 and Executive
hence the meetings held represents those held since his appointment. Mr. Vipin Sondhi@ Managing Director 2 2
Prior to the re-organisation of these Committees, one meeting each & Chief Executive
of IC and TC were held on June 23, 2021. The meetings of T&IC were Officer
held on November 11, 2021, February 8, 2022 and March 2, 2022. The Mr. Shom Ashok Non-Independent, - -
necessary quorum was present for all the meetings. Hinduja# Non-Executive
Mr. N Ramanathan, Company Secretary is the Secretary to the *Appointed as a Member with effect from August 12, 2021.
Committee.
#Appointed as a Member with effect from February 11, 2022.
Environmental, Social and Governance Committee
@Mr. Vipin Sondhi ceased to be a Member of this Committee
The Board has constituted the Environmental, Social and Governance consequent to his resignation as the Managing Director & Chief
Committee (‘ESG Committee’) to guide and to assist the Board of Executive Officer with effect from December 31, 2021.
the Company in fulfilling its oversight responsibilities and also make
recommendations as appropriate, on matters related to entity-wide Mr. N Ramanathan, Company Secretary is the Secretary to the
ESG initiatives, key focus areas and benchmarked ESG practices. Committee.

Meetings
During the year, three ESG Committee meetings were held. The dates on which the said meetings were held are as follows:
August 3, 2021, November 9, 2021 and February 8, 2022. The necessary quorum was present for all the meetings.
Fund Raising Committee

Your Company has in place a Fund Raising Committee (FRC), comprising of Mr. Sanjay K Asher as the Chairman of the Committee, Mr. Dheeraj G
Hinduja, Dr. C Bhaktavatsala Rao and Mr. Gopal Mahadevan as members of the Committee. The Committee was constituted in connection with
the issue and allotment of the Non-Convertible Debentures. During the year, the Fund Raising Committee allotted 2,000 Secured, Listed, Rated,
Redeemable, Non-Cumulative, Non-Convertible Debentures (‘NCDs’) having face value of ` 10,00,000/- (Rupees Ten lakhs only) each for cash
aggregating to ` 200,00,00,000/- (Rupees Two Hundred Crores only) on private placement basis.
General Body Meetings

(i) Details of location and time of holding the last three AGMs:
Year Location Date and Time Special resolution passed

72nd AGM Video Conferencing (“VC”)/Other Audio September 8, 2021 (i) Re-appointment of Mr. Jose Maria Alapont as an Independent
2020-21 Visual Means (“OAVM”) 3.00 p.m. Director;
(ii) Ratification of the remuneration of Mr. Vipin Sondhi, MD&CEO
for the FY 2020-21 in view of inadequacy of profits;
(iii) Ratification of the remuneration of Mr. Gopal Mahadevan,
WTD & CFO for the FY 2020-21 in view of inadequacy of
profits;
(iv) Payment of remuneration to Non-Executive Non-Independent
Directors for the FY 2020-21 in view of inadequacy of profits.
71st AGM Video Conferencing (“VC”)/Other Audio September 2, 2020 (i) Re-appointment of Ms. Manisha Girotra as an Independent
2019-20 Visual Means (“OAVM”) 3.00 p.m. Director;
(ii) Re-appointment of Dr. Andrew C Palmer as an Independent
Director.
70th AGM Kamaraj Memorial Hall, 498-500, July 31, 2019 (i) Re-appointment of Prof. Dr. Andreas H Biagosch as an
2018-19 Anna Salai, Teynampet, Chennai – 600 2.45 p.m. Independent Director;
006 (ii) Re-appointment of Mr. Jean Brunol as an Independent
Director;
(iii) Re-appointment of Mr. Sanjay K Asher as an Independent
Director.
No Extra-Ordinary General Meeting was held during the year 2021-22.
(ii) Postal Ballot: (ii) The policy on Related Party Transactions is hosted on the website
of the Company under the web link https://www.ashokleyland.
During the year, approval of the shareholders in respect of com/backend/in/wp-content/uploads/sites/2/2021/01/
appointments of Mr. Shom Ashok Hinduja as a Non-Executive PolicyonRelatedPartyTransactions.pdf#toolbar=0.
Non-Independent Director and Mr. Dheeraj G Hinduja as the
Executive Chairman was obtained by way of Ordinary Resolutions (iii) Details of non-compliance by the Company, penalties, strictures
through Postal Ballot. No special resolutions were passed through imposed on the Company by the stock exchanges or SEBI or any
Postal Ballot during the year. statutory authority, on any matter related to capital markets,
during the last three financial years 2019-20, 2020-21 and 2021-
None of the businesses proposed to be transacted at the ensuing
22 respectively: Nil
AGM require passing a resolution through Postal Ballot.
Disclosures (iv) Whistle Blower Policy
Your Company has established a Vigil Mechanism/Whistle Blower
(i) Related Party Transactions Policy to enable stakeholders (including directors and employees)
During the FY 2021-22, there were no materially significant to report unethical behaviour, actual or suspected fraud or
transactions with the related parties, which were in conflict violation of the Company’s Code of Conduct. It is affirmed that
with the interests of the Company and that require an approval during the year no Director/Employee have been denied access
of the Company in terms of the SEBI Listing Regulations. The to the Chairman of the Audit Committee.
transactions entered into with the related parties during the
financial year were in the ordinary course of business and at The Whistle Blower Policy has been hosted on the Company’s
arm’s length basis and were approved by the Audit Committee. website under the web link: https://www.ashokleyland.com/
There were no material related party transactions as per SEBI backend/in/wp-content/uploads/sites/2/2021/11/Whistle-
Listing Regulations during the year. Blower-Policy.pdf#toolbar=0.

(v) Your Company has complied with all applicable mandatory (xii) Non-Executive Directors’ compensation and disclosures
requirements in terms of SEBI Listing Regulations. A report on
the compliances on the applicable laws for the Company is The Nomination and Remuneration Committee recommends all
placed before the Board on a quarterly basis for its review. fees/compensation paid to the Non-Executive Directors (including
Independent Directors) and thereafter, the fees/compensation is
(vi) During the year under review, there were no complaints received, fixed by the Board and approved by the Members in the General
pursuant to the provisions of the Sexual Harassment of Women Meeting, if required. The remuneration paid/payable to the Non-
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Executive Directors exceeds the limits prescribed under the Act
and hence is subject to shareholder’s approval at the ensuing
(vii) Price Waterhouse & Co Chartered Accountants LLP are the AGM.
statutory auditors of the Company. The total fees paid/payable
to the statutory auditors and its network firms by the Company (xiii) Code of Conduct
and its subsidiaries for the year ended March 31, 2022 is given Your Company has received confirmations from the Board and the
below (excluding reimbursement of expenses): Senior Management Personnel regarding their adherence to the
Code of Conduct. The Annual Report of the Company contains
S.No. Nature of Service ` in Crores a certificate by the Executive Chairman, on the compliance
1 Statutory Audit Fees 1.30 declarations received from the Board and Senior Management.
The Code has been hosted on the Company’s website under
2 Other services including certification and 0.80 the web link https://www.ashokleyland.com/in/en/investors/
auditing group reporting pack investor-information/corporate-governance.
Total 2.10
(xiv) Code of Conduct for Prohibition of Insider Trading
(vii) Dividend Distribution Policy Your Company has adopted a Code of Conduct as per Securities
Your Company has formulated the policy on dividend distribution and Exchange Board of India (Prohibition of Insider Trading)
with a view to specify the external and internal factors including Regulations, 2015, as amended. All Designated Persons who
financial parameters that shall be considered while declaring could have access to the Unpublished Price Sensitive Information
dividend and the circumstances under which the shareholders of the Company are governed by the Code. During the year under
of the Company may or may not expect dividend and how the review, there has been due compliance with SEBI (Prohibition of
retained earnings be utilised etc. The Policy imbibing the above Insider Trading) Regulations, 2015. On a quarterly basis, the Audit
parameters as per the provisions of SEBI Listing Regulations Committee reviews the compliance with these Regulations. Your
has been hosted in the Company’s website under the web link: Company has also formulated a Code of Practises and Procedures
https://www.ashokleyland.com/backend/in/wp-content/uploads/ for Fair Disclosure of Unpublished Price Sensitive Information.
sites/2/2021/01/Dividend_Distribution_Policy.pdf#toolbar=0. The Codes have been hosted the Company’s website at https://
www.ashokleyland.com/in/en/investors/investor-information/
(ix) Your Company has fulfilled the following discretionary policies.
requirements:
a. The Auditors’ Report on statutory financial statements of (xv) Your Company has obtained a certificate from a Company
the Company containing the Audit opinion is unmodified. secretary in practice that none of the Directors on the Board
of the Company have been debarred or disqualified from being
b. The Internal Auditors of the Company make presentations appointed or continuing as directors of companies by the
to the Audit Committee on their reports on a regular basis. Securities and Exchange Board of India/Ministry of Corporate
c. Until November 25, 2021, the Company had separate Affairs or any such statutory authority. The same is attached as
persons to the post of Chairman and MD & CEO. Pursuant Annexure E.
to the resignation of Mr. Vipin Sondhi, Managing Director,
(xvi) During the year under review, the Company did not raise any
Mr. Dheeraj G Hinduja was appointed as Executive
funds through preferential allotment or qualified institutions
Chairman with effect from November 26, 2021.
placement as specified under Regulation 32(7A) of the SEBI
(x) Reconciliation of Share Capital Audit Listing Regulations. However, during the year under review,
the Company has issued several Non-Convertible Debentures
Your Company has engaged a qualified practising Company (‘NCDs’) on private placement basis, listed on Wholesale Debt
secretary to carry out share capital audit to reconcile the market segment of National Stock Exchange of India Limited. Your
total admitted equity share capital with the National Securities Company affirms that there has been no deviation or variation in
Depository Limited (NSDL) and the Central Depository Services utilisation of proceeds of the listed NCDs of the Company.
(India) Limited (CDSL) and the total issued and listed equity share
capital of the Company. The audit report confirms that the total (xvii) During the year under review, the Company had not granted
issued/paid-up capital is in agreement with the total number of any loans/advances in the nature of loans to firms/companies in
shares in physical form and the total number of dematerialised which Directors are interested.
shares held with NSDL and CDSL.
(xviii) The requirements of Regulation 17 to Regulation 27 of the SEBI
(xi) Disclosure of Accounting Treatment
Listing Regulations and clauses (b) to (i) of Regulation 46(2) to
Your Company has not adopted any alternative accounting the extent applicable to the Company have been complied with
treatment prescribed differently from the Ind AS. as disclosed in this Report.

Subsidiary companies material subsidiary on an aggregate basis during the current
reporting financial year.
Your Company monitors performance of subsidiary companies (list of
subsidiary companies has been provided in the financial statements), g) Your Company formulated a Policy on Material Subsidiary
inter-alia, by the following means: as required under SEBI Listing Regulations and the policy is
a) The Audit Committee reviews the financial statements, in hosted on the website of the Company under the web link:
particular, the investments made by the unlisted subsidiary https://www.ashokleyland.com/backend/in/wp-content/uploads/
companies. sites/2/2021/01/PolicyonMaterialSubsidary.pdf#toolbar=0
b) The minutes of the meetings of the Board of directors of the Means of Communication
unlisted subsidiary companies were placed at the meetings of
the Board of Directors of the Company. (i) Results: The quarterly, half yearly and annual results are normally
published in one leading national English business newspaper
c) The statement of all significant material transactions and (Business Standard) and in one vernacular Tamil newspaper
arrangements entered into by the Unlisted subsidiary is placed (Dinamani). The quarterly results and presentations are also
before the Audit Committee on a periodical basis. displayed on the Company’s website www.ashokleyland.com.
d) Your Company has a material unlisted subsidiary viz., Hinduja
Leyland Finance Limited. Mr. Jean Brunol, Independent Director (ii) Website: Your Company’s website contains a dedicated section
of the Company is a Director on the Board of the unlisted “Investors” which displays details/information of interest to
material subsidiary. various stakeholders. The “Media” section also provides various
press releases and general information about the Company.
e) Your Company has not disposed off any shares in its material
subsidiary resulting in reduction of its shareholding to less than (iii) News releases: Official press releases are sent to the Stock
fifty percent or cease control over the subsidiary. However, during Exchanges and the same is hosted on the website of the
the year, Hinduja Leyland Finance Limited has announced that Company.
the Board of Directors at their meeting held on March 16, 2022,
have in-principle approved the proposal of merger of Hinduja (iv) Presentations to institutional investors/analysts: Detailed
Leyland Finance Limited into NXTDIGITAL Limited. The proposed presentations are made to institutional investors and analysts
merger will result in shareholders of Hinduja Leyland Finance and the same is hosted on the website of the Company.
Limited receiving shares of NXTDIGITAL Limited as per share
valuation subject to all applicable regulatory and shareholder A statement whether the Board had not accepted any recommendation
approvals. of any committee of the Board which is mandatorily required.
f) Your Company has not sold/disposed/leased any of its assets During the year, there has been no instance where the Board did not
amounting to more than twenty percent of the assets of the accept the recommendation of its Committees.

General shareholder information
A Seventy Third Annual General Meeting
Day, Date and Time Friday, July 29, 2022 at 3.00 P.M. (IST)
Venue Video Conferencing or other Audio Visual means
B Financial Year April 1, 2021 to March 31, 2022
C Book closure dates Saturday, July 16, 2022 to Friday, July 29, 2022 (both days inclusive)
D Date of payment of dividend Within 30 days from the AGM date upon declaration of dividend by the Members at the
ensuing AGM
E Listing of Equity Shares BSE Limited (“BSE”),
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001
National Stock Exchange of India Ltd. (“NSE”)
Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051
F Listing of Privately placed Secured Non- NSE
Convertible debentures
Listing Fee Annual listing fee for the financial year 2021-22 has been paid to both the Stock Exchanges.
Depository Fee Annual custody fee for the financial year 2021-22 has been paid to the Depositories.
Corporate Identity Number L34101TN1948PLC000105
G Stock Code
i) Trading Symbol at BSE
Physical 477
Demat 500477
NSE ASHOKLEY
ii) Demat ISIN in NSDL & CDSL
Equity Shares INE208A01029
Non-Convertible Debentures ISIN:
INE208A07380
INE208A07398
INE208A07406
Details of Debenture Trustees Trustee 1:
SBICAP Trustee Company Limited
Apeejay House
3, Dinshaw Wachha Road
Churchgate, Mumbai - 400 020
Tel: +91 22 4302 5555/2020
Fax: +91 22 2204 0465
E-mail: corporate@sbicaptrustee.com
Website: www.sbicaptrustee.com
SEBI Reg. No.: IND000000536
Trustee 2:
Axis Trustee Services Limited
The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg,
Dadar West, Mumbai-400 028
Tel No. 022 – 62300451
E-mail: debenturetrustee@axistrustee.com; compliance@axistrustee.in
Website: www.axistrustee.com
SEBI Reg. No.: IND000000494

H. Stock Market Data
NSE BSE
Month Share Price CNX Nifty Points Share Price Sensex Points
High (`) Low (`) High Low High (`) Low (`) High Low
Apr-21 125.6 106.2 15044.35 14151.4 125.45 106.2 50375.77 47204.5
May-21 128.85 108.3 15606.35 14416.25 128.8 108.35 52013.22 48028.07
Jun-21 132.3 112.4 15915.65 15450.9 132.3 112.55 53126.73 51450.58
Jul-21 137.5 120.8 15962.25 15513.45 137.45 118.6 53290.81 51802.73
Aug-21 143.3 114.85 17153.5 15834.65 143.25 114.8 57625.26 52804.08
Sep-21 134.5 119.55 17947.65 17055.05 134.4 119.55 60412.32 57263.9
Oct-21 149.7 129 18604.45 17452.9 149.75 129 62245.43 58551.14
Nov-21 153.5 118.75 18210.15 16782.4 153.4 118.8 61036.56 56382.93
Dec-21 130.35 117 17639.5 16410.2 130.25 117 59203.37 55132.68
Jan-22 141.9 124.15 18350.95 16836.8 141.85 124.15 61475.15 56409.63
Feb-22 138.9 112.8 17794.6 16203.25 139.25 113 59618.51 54383.2
Mar-22 119.3 93.2 17559.8 15671.45 119.2 93.2 58890.92 52260.82
I. Share Price performance in comparison to broad based indices - NSE Nifty and BSE Sensex Share Price Movement (NSE and BSE)
NSE - April 2021 to March 2022

Sensex
20,000 18604.45 ` 220
19,000 18210.15 18350.95
17947.65 17639.5 17794.6 17559.8
18,000 17153.5 ` 200
17,000 15915.65 15962.25
15606.35 ` 180
16,000 15044.35 153.5
15,000
143.3 149.7 ` 160
14,000 141.9
13,000 132.3 137.5 134.5 138.9
128.85 130.35 ` 140
Price in Rupees
12,000 125.6
119.3
Numbers
11,000 129 ` 120

10,000 120.8 124.15
114.85 119.55 118.75 117
9,000 106.2 108.3 112.4 112.8 ` 100
8,000
93.2 ` 80
7,000
6,000
` 60
5,000
4,000 ` 40
3,000
2,000 ` 20
1,000
0 `0
Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22

Sense BSE - April 2021 to March 2022

63,000 ` 220
62,000 62245.43
61475.15 ` 200
61,000 61036.56
60412.32 ` 180
60,000 153.4
59618.51
59,000 143.25 149.75 59203.37 ` 160
58890.92
57625.26 141.85
58,000 132.3 137.45 134.4 139.25
130.25
Price in Rupees
125.45 128.8 ` 140
57,000 119.2
Numbers
56,000 129 ` 120

114.8 124.15
118.6 119.55 118.8 117
55,000 106.2 112.55 113 ` 100
108.35
54,000
93.2 ` 80
53,000 53126.73
53290.81
52,000 52013.22 ` 60
51,000 ` 40
50,000
50375.77 ` 20
49,000
48,000 `0
Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22
J. Registrar and Share Transfer Agents

Integrated Registry Management Services Private Limited, 2nd Floor, Kences Towers, 1 Ramakrishna Street, North Usman Road, T. Nagar,
Chennai - 600 017, E-mail: csdstd@integratedindia.in deals with all aspects of investor servicing relating to shares in both physical and demat
form.
K. Share Transfer System

The Board has authorised the WTD & CFO to approve all routine transfers, transmissions, etc., of shares. Such approval is being given
at frequent intervals (39 times during 2021-22). Transfers, transmissions, etc., were generally approved within fifteen days. Requests for
dematerialisation were confirmed within fifteen days.
Members may note that transfer of shares in physical mode is prohibited effective April 01, 2019 pursuant to SEBI’s amendment notification
dated June 08, 2018.
L. Details of Unclaimed Securities Suspense Account
Particulars Number of Number of

Shareholders Shares
Aggregate number of shareholders and the outstanding shares in the Unclaimed Shares Suspense 456 4,08,541
Account lying as on April 1, 2021
Number of shareholders who approached the Company for transfer of shares from Unclaimed 12 8,640
Shares Suspense Account during the year
Number of shareholders to whom shares were transferred from Unclaimed Shares Suspense 12 8,640
Account during the year
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per - -
Section 124 of the Act
Aggregate number of shareholders and the outstanding shares in the Unclaimed Shares Suspense 444 3,99,901
Account lying as on March 31, 2022
* The voting rights on the shares outstanding in the suspense account as on March 31, 2022 shall remain frozen till the rightful owner of
such shares claim the shares.

M. Shares transferred to IEPF Authority S. Category No. of Shares %
Pursuant to Sections 124 and 125 of the Act read with the No. Holders
Investor Education and Protection Fund Authority (Accounting, 3 IEPF Authority/Unclaimed 2 5,998,657 0.20
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), shares in Securities Suspense
respect of which dividends have remained unclaimed or unpaid Account
for a period of seven consecutive years or more is required to 4 Clearing Members 263 4,076,038 0.14
be transferred to the Investor Education and Protection Fund
5 Financial Institutions/ 96 189,577,127 6.46
Authority (‘IEPF Authority’). The voting rights on the shares
Insurance Co./State Govt./
outstanding in the IEPF Authority as on March 31, 2022 remains
Govt. Companies
frozen till the rightful owner of such shares claims the shares.
6 Foreign Institutional 3 7,500 0.00
N. Instruction to Members Investors
7 Foreign Portfolio Investors 243 391,744,678 13.34
As per SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/
CIR/2021/655 dated November 3, 2021, Members holding shares 8 NRI/OCB/Corporate Bodies 12,741 13,383,382 0.46
in physical mode are requested to update their KYC details viz., - Foreign/Foreign National
(i) PAN (ii) Nomination (iii) Updation of complete postal address, 9 Corporate Bodies/Limited 1,494 11,529,594 0.39
Mobile No. and E-mail ID (iv) Updation of Bank details (v) Liability Partnership
Updation of Specimen signature of shareholder. 10 Mutual Funds 193 449,367,776 15.31
Members holding shares in physical mode are required to furnish 11 Trusts 35 1,632,617 0.06
all above details immediately, failing which all such physical folios 12 Banks 20 138,044 0.00
shall stand frozen with effect from April 1, 2023. Members may 13 Alternate Investment Fund 5 1,802,845 0.06
get in touch with the Integrated Registry Management Services
14 Others - GDR A/C 1 23,958,000 0.82
Private Limited, Registrar and Share Transfer Agent for further
information. Grand Total 1,274,585 2,935,527,276 100
O. (i) Distribution of Shareholding as on March 31, 2022 (iv) Details of Shares

Type Number of % to paid Number
S. Category of Holders % to Shares % to Shares up capital of Holders
No. Shares holders capital
Physical 11,612,316 0.40 8,992
1 Up to 50 693,448 54.41 11,721,456 0.40
Electronic - NSDL 2,743,109,516 93.44 468,046
2 51-100 194,083 15.23 16,981,439 0.58
- CDSL 180,805,444 6.16 797,547
3 101-200 139,743 10.96 22,943,929 0.78
Total 2,935,527,276 100 1,274,585
4 201-500 128,075 10.05 45,410,386 1.55
P. Dematerialisation of shares and liquidity
5 501-1000 60,719 4.76 48,458,163 1.65
Your Company’s shares are compulsorily traded in dematerialised
6 1001-2000 30,771 2.41 47,335,825 1.61
form on NSE and BSE. Equity shares of the Company representing
7 2001-5000 19,192 1.51 62,569,730 2.13 99.60% of the Company’s equity share capital are dematerialised
8 5001-10000 5,358 0.42 38,846,622 1.32 as on March 31, 2022. The entire Promoter’s holdings are in
electronic form and the same is in line with the directions issued
9 10001 and above 3,196 0.25 2,641,259,726 89.98 by SEBI.
Total 12,74,585 100 2,935,527,276 100
The equity shares of the Company are regularly traded in BSE
(ii) Shareholding pattern as on March 31, 2022 and NSE and hence have good liquidity.
S. Category No. of Shares % Members are requested to note that in line with the SEBI
No. Holders circular dated January 25, 2022, issuance of shares in case of
1 Promoter/ Promoter 5 1,500,660,261 51.12 transmission and requests for duplicate share certificates can
Group only be undertaken in dematerialised mode.
2 Resident Individuals/ 1,259,484 341,650,757 11.64
Members holding shares in physical mode are requested to
Association of Persons
furnish their KYC details viz., PAN, Nomination, postal address,
Mobile No., E-mail address, bank details, Specimen signature
etc. immediately failing which all such physical folios shall stand
frozen with effect from April 1, 2023.

Q. Plant Locations
Ennore Hosur – Unit I Hosur – Unit II
Kathivakkam High Road 175 Hosur Industrial Complex 77 Electronic Complex
Ennore Hosur - 635 126 Perandapalli Village
Chennai - 600 057 Tamil Nadu Hosur - 635 109
Tamil Nadu Tamil Nadu
Ennore (Foundry) Bhandara Alwar
Kathivakkam High Road Plot No.1 MIDC Industrial Area Plot No.SPL 298
Ennore Village Gadegaon, Matsya Indl. Area
Chennai - 600 057 Sakoli Taluk Alwar - 301 030
Tamil Nadu Bhandara - 441 904 Rajasthan
Maharashtra
Hosur - Unit IIA Pantnagar Sriperumbudur (Foundry)
Cab Panel Press Shop Plot No.1, Sector XII Plot No K2, SIPCOT Industrial Estate, Arneri
SIPCOT Industrial Complex II E, Pantnagar, Village, Sriperumbudur
Mornapalli village Pin - 263 153 Kanchipuram District
Hosur - 635 109 Uttarakhand Pin - 602 105
Tamil Nadu
Technical Centre Vijayawada

Vellivoyalchavadi Model Industrial Park, Mallavalli Village,
Via Manali New Town Krishna District, Andhra Pradesh
Chennai - 600 103
Tamil Nadu
R. Outstanding GDR/Warrants and Convertible Notes, Conversion date and likely impact on equity
No instrument is outstanding for conversion as on March 31, 2022 having an impact on equity.
S. Commodity price risk or foreign exchange risk and hedging activities

Your Company being a sizable user of commodities, is exposed to the price risk on account of procurement of commodities. Your Company
uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to firm commitments and
highly probable forecast transactions.
T. Disclosure pursuant to SEBI/HO/CFD/CMD1/CIR/P2018/0000000141 circular dated November 15, 2018

1. Risk management policy of the listed entity with respect to commodities including through hedging: Your Company has framed a policy
on commodity risks.
2. Exposure of the listed entity to commodity and commodity risks faced by the entity throughout the year:
a) Total exposure of the listed entity to commodities is ₹ 950 Crores.
b) Exposure of the listed entity to various commodities:
Commodity Exposure in Exposure in Quantity % of such exposure hedged through commodity derivatives
Name ` towards terms towards the
Domestic market International market Total
the particular particular commodity
commodity in OTC Exchange OTC Exchange
FY 2021-22
Flat Steel ` 950 Crores 1.33 Lakh metric tons Nil Nil Nil Nil Nil Nil
procured by us Crores
directly for our
Consumption
(c) Commodity risks faced by the listed entity during the year and how they have been managed:
Prices for the commodities are managed through long term contract/periodic settlement based on commodity trends. The
Company does not have exposure hedge through commodity.

U. Address for Correspondence
Registrar & Share Transfer Agents (R&TA) Integrated Registry Management Services Tel: 91-44-2814 0801/03
(matters relating to Shares, Dividends, Private Limited Fax: 91-44-28142479
Annual Reports) 2nd Floor, Kences Towers 1, e-mail: csdstd@integratedindia.in
Ramakrishna Street North Usman Road
T Nagar, Chennai - 600 017
For any other general matters or in case of Secretarial Department Tel. : 91-44-2220 6000
any difficulties/ grievances Ashok Leyland Limited Fax : 91-44-2230 4410
No.1 Sardar Patel Road Guindy, e-mail: secretarial@ashokleyland.com
Chennai - 600 032 csdstd@integratedindia.in
Website Address www.ashokleyland.com
Email ID of Investor of Grievances Section secretarial@ashokleyland.com
Name of the Compliance Officer N Ramanathan, Company Secretary
V. Credit Ratings
Name of the agency Type of instrument Amount Rating Action
` Crores
Cash Credit / WCDL 2,000.00 Reaffirmed [ICRA] AA (Negative) / [ICRA] A1+
Term Loans 1,450.00 Reaffirmed [ICRA] AA (Negative)
Unallocated 200.00 Reaffirmed [ICRA] AA (Negative) / [ICRA] A1+
ICRA
Non-fund based limits 1,200.00 Reaffirmed [ICRA] AA (Negative) / [ICRA] A1+
NCDs 850.00 Assigned / Reaffirmed [ICRA] AA (Negative)
Commercial Papers 2,000.00 Reaffirmed [ICRA] A1+
Term Loan – Long Term 500.00 Reaffirmed [CARE] AA (Negative)
NCDs 600.00 Reaffirmed [CARE] AA (Negative)
Fund-based/Non-fund based - LT/ST 500.00 Reaffirmed [CARE] AA (Negative) / [CARE] A1+
CARE Fund based – LT/ST working capital 2,000.00 Reaffirmed [CARE] AA (Negative) / [CARE] A1+
limits
Commercial Paper – (Standalone) 2,000.00 Reaffirmed [CARE] A1+
Non-fund based – LT/ST-BG/LC 1,200.00 Reaffirmed [CARE] AA (Negative) / [CARE] A1+
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF
CONDUCT
This is to confirm that for the financial year ended March 31, 2022, all members of the Board and the Senior Management Personnel have
affirmed in writing their adherence to the Code of Conduct adopted by the Company.
May 19, 2022 Dheeraj G Hinduja

Chennai Executive Chairman

ANNEXURE D TO THE BOARD’S REPORT
PRACTISING COMPANY SECRETARIES’ CERTIFICATE ON
CORPORATE GOVERNANCE
The Members
ASHOK LEYLAND LIMITED
No. 1, Sardar Patel Road
Guindy, Chennai –600032
We have examined documents, books, papers, minutes, forms and returns filed and other relevant records maintained by ASHOK LEYLAND
LIMITED, (L34101TN1948PLC000105) (hereinafter referred to as “the Company”) having its Registered Office at No. 1, Sardar Patel Road Guindy,
Chennai – 600032, for the purpose of certifying compliance of the conditions of Corporate Governance under Regulations 17 to 27 and clauses (b)
to (i) of regulation 46(2) and para C, D and E of Schedule V and Regulation 34 (3) to the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended (hereinafter referred to as (“SEBI (LODR) Regulations 2015”) for the financial year
ended March 31, 2022. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
for the purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures
and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In our opinion and on the basis of our examination of the records produced, explanations and information furnished, we certify that the Company
has complied regarding the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 for the financial year
ended 31st March, 2022.
This Certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
For R. Sridharan & Associates

Company Secretaries
CS R. Sridharan
FCS No. 4775
CP No. 3239
PR NO.657/2020
Place: CHENNAI UIN: S2003TN063400
Date : 19th May 2022 UDIN: F004775D000332190

ANNEXURE e TO THE BOARD’S REPORT
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34 (3) read with Schedule V Para-C Sub clause (10) (i) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended
The Members,
CIN: L34101TN1948PLC000105
No. 1, Sardar Patel Road,
Guindy, Chennai-600032
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of ASHOK LEYLAND LIMITED
(CIN:L34101TN1948PLC000105) and having its Registered Office at No. 1, Sardar Patel Road, Guindy, Chennai- 600032 (hereinafter referred to as
“The Company”) produced before us by the Company for the purpose of issuing this certificate, in accordance with Regulation 34 (3) read with
Schedule V Part-C Sub clause 10 (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
In our opinion and to the best of our knowledge and according to the verifications (including Director Identification Number (DIN) Status at
the portal www.mca.gov.in) and based on such examination as well as information and explanations furnished to us, which to the best of our
knowledge and belief were necessary for the purpose of issue of this certificate and based on such verification as considered necessary, we hereby
certify that none of the Directors as stated below on the Board of the Company as on 31st March 2022 have been debarred or disqualified from
being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or any such
other statutory authority.
S. DIN NAME OF THE DIRECTOR DESIGNATION DATE OF APPOINTMENT

NO
1. 00133410 Mr. Dheeraj Gopichand Hinduja Executive Director - Chairman 03/09/1996
2. 03044965 Mr. Jean Brunol Non-Executive - Independent Director 20/10/2010
3. 00008221 Mr. Sanjay Khatau Asher Non-Executive – Independent Director 21/12/2010
4. 06570499 Prof. Andreas Hubertus Biagosch Non-Executive - Independent Director 10/05/2013
5. 00774574 Ms. Manisha Girotra Non-Executive - Independent Director 08/09/2014
6. 02155231 Dr.Andrew Charles Palmer Non-Executive - Non Independent Director 04/11/2015
7. 07712699 Mr.Jose Maria Alapont Non-Executive - Independent Director 25/01/2017
8. 01746102 Mr. Gopal Mahadevan Whole Time Director 24/05/2019
9. 05251806 Mr. Saugata Gupta Non-Executive - Independent Director 08/11/2019
10. 00010175 Dr. Canakapalli Bhaktavatasala Rao Non-Executive –Non Independent Director 12/08/2020
11. 07128441 Mr. Shom Ashok Hinduja Non-Executive - Non Independent Director 12/11/2021
Ensuring the eligibility of, for the appointment/ continuity of, every Director on the Board is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
PLACE : CHENNAI For R.SRIDHARAN& ASSOCIATES

DATE : 19th May 2022 COMPANY SECRETARIES
CS R.SRIDHARAN
CP No. 3239
FCS No. 4775
PR.NO.657/2020
UIN: S2003TN063400
UDIN: F004775D000332212

ANNEXURE F TO THE BOARD’S REPORT
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A. MARKET TRENDS Global growth is projected to slow from an estimated 6.1% in
CY2021 to 3.6% in CY2022 and CY2023. For CY2022, inflation
Economy - India is projected at 5.7% in advanced economies and 8.7% in
According to the second advance estimates released by the emerging market and developing economies. Although a gradual
National Statistical Office (NSO), real GDP is expected to rise by resolution of supply-demand imbalances and a modest pickup in
labor supply are expected in the baseline, easing price inflation
8.9% in 2021-22. Private consumption and fixed investment – key
eventually, uncertainty again surrounds the forecast. (Source:
drivers of domestic demand – however, remain subdued, with
WEO, Apr 2022)
these two components being only 1.2% and 2.6% respectively,
above their pre-pandemic levels. On the supply side, contact- Commercial Vehicle Market
intensive services still trail below the 2019-20 level. Nevertheless,
the Indian economy is steadily reviving from its pandemic The Commercial vehicle market (MHCV and LCV) in India posted
induced contraction. a growth of 26.0% YoY in total industry volumes (TIV), which was
led by 49.7% growth in M&HCV segment & 16.7% growth in LCV
During 2021-22, weakness in economic activity resurfaced in segments.
Q3 and got exacerbated by the emergence of the Omicron
variant in Jan’22. However, the less intensity of Omicron set a FY21-22 started with the second wave of COVID-19, which was
associated with unexpectedly higher rates of morbidity and
gradual turnaround from Feb’22 onwards. Several high frequency
mortality relative to the first wave. The break out of mutant strains
indicators – railway freight; GST collections; toll collections;
that render the virus highly transmissible across both urban and
electricity demand; fuel consumption; and imports of capital
rural areas led to fresh restrictions on activity being imposed
goods posted robust year-on-year expansion during Feb-Mar’22.
across a large swathe of the country. Yet unlike in the first wave,
Business confidence is in optimistic territory and supportive when the economy came to an abrupt standstill under a nation-
of revival in economic activity. Manufacturing and Services wide lockdown, the impact on economic activity was relatively
PMI’s remain in the zone of expansion. Going forward, robust contained in the second wave, with restrictions on mobility
Rabi output should support recovery in rural demand, while being regionalized and nuanced. Urban demand, as reflected
a pick-up in contact-intensive services should help in further in some high frequency indicators – electricity consumption;
strengthening urban demand. Investment activity may gain railway freight traffic; port cargo; steel consumption; cement
traction with improving business confidence, pick up in bank production; e-way bills; and toll collections – recorded sequential
credit, continuing support from government capex and congenial moderation during April-May 2021 as manufacturing and services
financial conditions. Capacity utilization in the manufacturing activity weakened due to restrictions/lockdowns imposed by
sector recovered further to 72.4% in Q3 FY22 from 68.3% in the most states. Mobility indicators declined during April-May, but
previous quarter, surpassing the pre-pandemic level of 69.9% in they remain above the levels seen during the first wave last year.
Q4 FY20. As an alternate fuel, CNG penetration pan India increased at a
faster pace as diesel prices continued to increase. CNG network
As the horizon was brightening up, escalating geopolitical saw a rapid increase. In Q1FY22, MHCV Demand was higher
tensions between Russia and Ukraine have cast a shadow on compared to Q1FY21 but dropped compared to Q4FY21 because
the economic outlook. Although India’s direct trade exposure to of COVID-19 restrictions and supply constraints.
countries at the epicenter of the conflict is limited, the war could
potentially impede the economic recovery through elevated In Q2FY22, with the worst of the second wave behind and
commodity prices and global spillover channels. Further, financial substantial pick-up in COVID-19 vaccination gave greater
market volatility induced by monetary policy normalization in confidence to open up and normalize economic activity, and
advanced economies, renewed COVID-19 infections in some recovery of the Indian economy gained traction supported by
major countries with augmented supply-side disruptions and record kharif food grains production, government’s focus on
protracted shortages of critical inputs, such as semi-conductors capital expenditure, benign monetary and financial conditions,
and chips, pose downside risks to the outlook. Taking all these and buoyant external demand. Demand for MHCV trucks and
factors into consideration, RBI has forecasted India’s real GDP LCVs started to increase month on month with demand recovery
growth for FY23 at 7.2%, assuming crude oil (Indian basket) at in Q2FY22 was led by MHCV Trucks. Commodity price pressures
US$ 100 per barrel. (Source: RBI MPC, Apr 2022) of steel and aluminum continued and global shortages of semi-
conductor chips remained a concern.
Economy – World
In Q3FY22, consumption demand improved, with pent-up
Economic impact due to the Russia – Ukraine conflict will demand getting reinforced by the festive season. Rural demand
contribute to a significant slowdown in global growth in 2022. also exhibited resilience and farm employment picked up with
A large contraction for these countries is more likely, along the robust performance of agriculture and allied activities,
with worldwide spillovers through commodity markets, trade, supported by a strong start to rabi sowing, continuing direct
and financial channels. Even as the war reduces growth, it will transfers under the PM-Kisan scheme and extension of free
add to inflation. Fuel and food prices have increased rapidly, in foodgrains under the Pradhan Mantri Garib Kalyan Anna Yojana
developed countries and even so with vulnerable populations till Mar’22. Urban demand also showed signs of strengthening,
- particularly in low-income countries most affected. Elevated with spending on travel and tourism surging. Other indicators like
inflation will complicate the trade-offs central banks face railway freight traffic, port cargo, GST receipts, toll collections,
between containing price pressures and safeguarding growth. petroleum consumption and air passenger traffic all picked up.
Government consumption also picked up, providing support to
Interest rates are expected to rise as central banks tighten policy
aggregate demand. Overall demand for MHCVs continued to rise
in developed economies, exerting pressure on emerging market
while & LCVs lagged.
and developing economies. Although many parts of the world
appear to be moving past the acute phase of the COVID-19 crisis, By the end of Q4FY22, weakness in economic activity resurfaced
a close watch is required on the new variants that are emerging and got exacerbated by the emergence of the Omicron variant in
in some parts of the world. Moreover, recent lockdowns in key Jan’22. A gradual turnaround was noticed from Feb’22 onwards.
manufacturing and trade hubs in China will likely compound However, overall demand for MHCVs & LCVs continued to rise
supply disruptions elsewhere. due to less severity of omicron variant.

The LCV Trucks (0-7.5T Segment) grew by 15.2% while the LCV Bus segment also grew by 65.1% on a low base. CV exports also grew by
83.4% over last year driven by similar increase in both M&HCV Trucks & Buses and LCV Trucks & Buses.
Segment Domestic Exports

2021-22 2020-21 Change % 2021-22 2020-21 Change %
M&HCV Buses 11,804 7,322 61.2% 6,499 4,040 60.9%
M&HCV Trucks 228,773 153,366 49.2% 25,682 13,508 90.1%
M&HCV Total 240,577 160,688 49.7% 32,181 17,548 83.4%
LCV Buses 19,957 12,088 65.1% 1,785 1,641 8.8%
LCV Trucks 456,032 395,783 15.2% 58,331 31,145 87.3%
LCV Total 475,989 407,871 16.7% 60,116 32,786 83.4%
CV Total 716,566 568,559 26.0% 92,297 50,334 83.4%
Source: SIAM Flash Report March 2022
B. ASHOK LEYLAND – THE YEAR (2021-22) IN BRIEF

Your Company sold 65,090 M&HCVs in the domestic market (3,789 M&HCV Buses and 61,301 M&HCV Trucks including Defence vehicles),
registering a growth of 41.5% over the previous year. LCV with sales of 52,222 vehicles grew by 11.9% over the previous year. Your Company
was able to achieve market share of 27.1% in M&HCV Bus and Truck segment while total industry volume grew by 49.7%.
16,323
13,708
19,586 17,725
3,789
19,002 13,151 115,613 18,141
102,826 2,723
14,951 84,588
79,223
53,291 53,227 61,301
51,914 43,320
36,867
2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22
M&HCV Bus M&HCV Trucks
M&HCV Truck segment
Industry sales of commercial vehicles saw a recovery in FY22 with the resumption of economic activity supported by immediate Government
interventions and infrastructure growth. Your Company’s sale in M&HCV Trucks segment (excluding Defence vehicles) in India grew by
43.5% to 60,947 units in FY22, as compared to 42,483 units in FY21. Your Company enhanced its product portfolio with CNG models in
ICV trucks segment to cater to the boost in demand for alternate fuels in ecommerce and last-mile delivery applications. Further, product
enhancements like High Horsepower Mining Tipper and Surface Tipper, helped your Company to strengthen its presence in Construction and
Mining industry. Your Company 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.
M&HCV Bus segment
Industry sales of M&HCV Bus (excluding Defence vehicles) segment witnessed a growth of 33.0% in FY22 compared to FY21, augmented by
the replenishment of fleets by State Transport Undertakings. Your Company’s sale in M&HCV Bus segment (excluding Defence vehicles) in
India grew by 10.8% to 3,018 units in FY22, as compared to 2,723 units in FY21.
International Operations
In pursuit of AL’s vision, your Company focused on expanding its global footprint across retail markets in Africa, and continued strengthening
its network in SAARC and GCC countries. Your Company observed overall I/O sales growth of 37.0% over FY21. Penetration in LCV portfolio
across geographies was achieved while retaining market leadership position in MDV bus segment in SAARC and GCC countries. The new
products launched by your Company in the last financial year, Falcon Super(12m Bus) and Gazl (7m Bus) have gained customer acceptance
and helped to improve the market presence. After successful completion of the trials, Phoenix was launched in FY22 with flag off of 35 units
to Uganda. Your Company continued to focus on geographic expansion and added new countries to the network in Africa and GCC.

LCV segment total count to 907 primary touch-points. To keep up with the
rising commercial vehicle operations in Northern and Eastern
In FY22, new product ‘Bada Dost’ has helped your Company regions of India, your Company opened more than half of the
reach highest ever sales of 52,222 nos since inception. Your new outlets in these regions.
Company grew Market share in the SCV category despite COVID
challenges and semiconductor shortages. Your Company is on Foundry Division
track to launch three new products in FY23 for the domestic
market. Despite the pandemic situation, your Company continues The Foundry Division of your Company is mainly catering to the
to deliver best-in-industry SSI/CSI, lowest defect product, low automotive industry in product segments of Cylinder Block, Head
warranty cost and high service retention through its network and Tractor Housings. For the year FY22, the Foundry division
of 547 outlets, achieving a service market share of 70.0%. Bada achieved the production of 75,222 MT (increase of 20.0% over
Dost was awarded CV of Year and Pick up of the Year 2021-22 last year) and sales of 68,270 MT (increase of 12.0% over
at the Global Awards for Retail Excellence presented by ET Now last year).
and World Leadership Congress. The Bada Dost also won the CII
Design Excellence award 2021. Overall Summary
Power Solutions Business In summary, during FY22, your Company recorded total vehicle
sales of 117,312 units in the domestic market and 11,014 units
Your Company has achieved robust growth in Power Solutions in the export market. Your Company worked as one team to
Business aided by new business development with corporates/ overcome the challenges and ramp up the operations with single-
equipment manufacturers. Our key foundation initiatives of minded focus and agility to fulfill the demand. Your Company has
product, applications & customer-base expansion and our set an ambitious mission of transformative performance, across
leverage on current as well as new engine platforms has all our business segments, over the coming years. Your Company
favored new business opportunities. Overall, your Company has is committed more than ever to industry-leading standards of
achieved sales of 20,944 engines notwithstanding the inadequate quality, environment, safety, and health.
availability of semi-conductor chips for the new range of BS CEV
IV engines. C. OPPORTUNITIES AND THREATS
Defence The Indian commercial vehicle industry is optimistic about growth

prospects for FY23 given favorable growth drivers despite fuel
In FY22, your Company supplied all time high 1,125 units of inflation, possibility of new Covid variants, chip shortages and
completely built-up units (CBUs) including bullet proof vehicles geopolitical issues. The demand for MHCV Trucks is expected to
and 600 kits. Your Company is proud to complete the execution increase, driven by pickup in fleet utilization levels and supported
of 711 Ambulances in record time under emergency procurement by replacement demand in-line with recovery in economic
of Indian Army. Further, your Company is expanding its portfolio activity and government spending on infrastructure. In the MHCV
in Light Vehicles, new applications on Super Stallion platform and Bus segment, growth is expected to make a comeback by the re-
products specific to export markets. opening of schools and offices and the gradual return to normalcy
after the pandemic and an uptick in tender orders by STUs. In
Aftermarket
ICVs growth is expected to make a comeback by the e-commerce
Your Company is actively focused on serving the needs of sector with a progressive shift to more CNG-powered vehicles.
customers throughout the product life-cycle through its The announcements in the Union Budget 2022-23 on boosting
Aftermarket offerings. The Aftermarket business grew by 30% over public infrastructure through enhanced capital expenditure are
last year and added to the overall profitability of the Company. expected to augment growth and crowd in private investment
Your Company ensured continuous availability of its extended through large multiplier effects. 100 Multimodal Cargo Terminals
range of parts during disruption of global supply chain, through spread over 3 years from FY23, announced in budget under PM
early interventions at Spare Parts Warehouses, Supplier partners Gatishakti for connectivity between mass urban transport and
and Channel Partners. Targeted engagement with suppliers and railway stations should also bolster demand for the overall sector.
logistics partners ensured that margins of Spare Parts Business The infrastructure segment is expected to be robust through
is sustained, despite the commodity price increase. Aftermarket execution of projects in the National Infrastructure pipeline. This
channel saw record participation from independent garages and will have a positive impact on the sales of commercial vehicles,
ended the year with highest ever number of exclusive retail especially the tipper and haulage segments. However, the
parts store for sixth year in a row. LeyKart, the online fulfillment ongoing geopolitical tensions viz., Russia-Ukraine situation could
mobile app for Ashok Leyland Genuine Spares, delivered growth increase commodity prices, crude oil prices, and exacerbate
in order fulfillment and user-participation for the third year in a supply chain issues. The shortage of semiconductors is likely to
row. be a challenge for a few more months.
Service function continues to improve penetration in service D. RISK MANAGEMENT

products. Service revenue of your Company grew by 15.0% over
last year, crossing pre-COVID levels. Automation and Digitalization During the year, the overall CV industry experienced a growth in
initiatives enabled the service function to reduce cycle times of Total Industrial Volume and sales primarily on account of rebound
key internal operations and delivered substantial operating costs from the pandemic primarily spurred by the positive outlays
reduction. Significant focus was accorded in building capability of by the government on capital and infrastructure investments,
Channel partners by way of exhaustive and multi-modal training commencement of regular economic activities, lifting of COVID
curriculum. AL Care app continues to serve as a one-stop solution related lockdowns and consequent increased movement of
to address service needs of our customers. people, goods & services, etc.
Network Your Company also had an uptick in sales volumes in both

M&HCV and LCV segments. Your Company focused on proactively
Your Company continued to expand its primary network to managing the external and internal risks through appropriate
enhance accessibility of service across cities in India. Your business strategies addressing supply chain issues, employee
Company added 71 new outlets during the year, increasing the health, safety and well-being, dealer and supplier sustainability,

launch of new products, enhanced productivity and cost of the Internal control, as also the efficiency and effectiveness
improvement programs. These initiatives have supported your of operations.
Company to be agile and resilient to the ever-changing business
environment while also generating value for all its stakeholders. Significant deficiencies in Internal control identified if any, are
reviewed periodically and tracked for closure.
Your Company’s well-established Enterprise Risk Management
(ERM) framework has proactively supported in identifying The summary of the Internal Audit findings and status of
the risks and opportunities, and addressing them through implementation of action plans for risk mitigation, are submitted
measurable mitigation plans which are reviewed and monitored to the Audit Committee every quarter for review, and concerns
on a periodical basis. The ERM process is also integrated with around residual risks if any, are presented to the Board.
the strategic business planning process of your Company. Key
internal and external risks, inherent to the strategy for each of F. INFORMATION SECURITY
the business verticals are identified and the critical assumptions
underlying the strategy are addressed. At Ashok Leyland, we safeguard our vital Information assets from
threats, both internal and external, through the adoption of best
An internal Risk Steering Committee, comprising of key members practices in Information Security. This has enabled your Company
of Senior Leadership is responsible for the risk management minimize risks from cyber and other information security threats.
process including risk identification, impact assessment, effective In the backdrop of ever-increasing cyber threat landscape, your
implementation of risk mitigation plans, and risk reporting. Company’s management has focused on ensuring an adequate
Significant risks identified and associated risk response plans are and effective Information Security governance across the
tabled before the Risk Management Committee (“RMC”) of the organization.
Board.
Your Company has implemented Information Security best
The Company’s ERM process is overseen by the Board of practices through the adoption of ISO 27001 Information Security
Directors, through the RMC of the Board which is responsible to Standard and by building a robust Information Security culture
ensure that the Company has an appropriate and effective ERM across the organization. The Information Security governance
framework. The RMC apprises the Board on the effectiveness of is overseen by an independent function responsible for the
the ERM framework, significant enterprise risks identified and planning, review and improvement of the Information Security
the risk response mechanisms implemented by the Company. processes to protect the Confidentiality, Integrity, and Availability
of information assets.
The efforts of the Company in ensuring effective Risk
Management, during the year, was recognized with an award in During the year, your Company has also undertaken adequate
the category of “Masters of Risk – Automotive OEM” by ICICI precautions and implemented relevant Information Security
Lombard and CNBC TV18 – India Risk Management Awards. safeguards to ensure security of Information assets while
facilitating workplace flexibility for the workforce due to the
E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY pandemic.
Given the nature of business, size and complexity of operations, G. FINANCIAL REVIEW
your Company has designed well-structured internal control
system to ensure: Summary of Profit and Loss account is given below:
a. Transactions recorded are accurate, complete, and ` Crores
authorised; Particulars 2021-22 2020-21 Inc/(Dec)
%
b. Adherence to Accounting standards and compliance to
Sales 21,688.29 15,301.45 41.7
applicable statutes, Company policies and procedures;
Other income 76.13 119.50 (36.3)
c. Effective usage of resources and safeguarding of assets. Total 21,764.42 15,420.95 41.1
Expenditure
Your Company has complied with the specific requirements as
laid out under Section 134(5)(e) of the Companies Act, 2013 Material Cost 16,761.07 11,403.31 47.0
which calls for establishment and implementation of an Internal Employee benefits expenses 1,694.60 1,583.89 7.0
Financial Control framework that supports compliance with Finance cost 301.11 306.79 (1.9)
requirements of the Act in relation to the Directors’ Responsibility
Depreciation and amortization 752.76 747.71 0.7
Statement.
Other expenses 2,238.10 1,779.11 25.8
Your Company’s Internal control framework follows the COSO Total 21,747.64 15,820.81 37.5
(Committee of Sponsoring Organizations of the Treadway
Profit/(Loss) before exceptional 16.78 (399.86) 104.2
Commission) Internal Control Framework, 2013 and The Institute
of Chartered Accountants of India’s Guidance Note on Audit items
of Internal Financial Controls Over Financial Reporting which Exceptional items 510.83 (12.05) 4339.3
supports in evaluating the design and operating effectiveness of Profit/(Loss) before tax 527.61 (411.91) 228.1
internal controls in a consistent manner. Tax expense - Credit (14.22) (98.23) 85.5
Further, your Company, through its own independent and multi- Profit/(Loss) after Tax 541.83 (313.68) 272.7
disciplinary Internal Audit function with the support of third Basic earnings per share (in `) 1.85 (1.07) 272.7
party service providers where appropriate, carries out risk based
Internal audit reviews, based on the annual Internal Audit plan In line with the domestic M&HCV industry volume growth, Your
as approved by the Audit Committee of the Board. The Internal Company’s volume grew by 41.5% in FY ’22 over the same period
Audit function reviews compliance vis-à-vis the established design last year. Revenue growth at 41.7% is in line with the volume growth

registered by your Company during FY ’22. M&HCV Truck and bus ` in Crores
volumes for Your Company grew by 41.9% and 35.6% respectively for Sources of Funds March 31, March 31, Inc /
FY ’22. Though the growth in terms of percentage is high for Bus, 2022 2021 (Dec) %
volumes were subdued throughout the year. Total industry volumes
Application of Funds
were at 11,804 nos as against a volume of 40,000 in a normal year.
Domestic LCV volumes also grew by about 12% during the year. Vehicle Fixed Assets 5,088.23 5,538.44 (8.1)
export volumes (M&HCV and LCV) grew from 8,001 nos to 11,014 nos Right of use asset 296.58 289.54 2.4
in FY ’22 registering a 38% growth over last year. Your Company’s Intangible Assets 1,410.36 1,594.26 (11.5)
revenues were at ` 21,688 Crores which is higher than previous year Investments 3,521.58 3,068.72 14.8
by 41.7%. Loans and other non-current 495.22 507.42 (2.4)
assets
Costs: Current assets 9,458.18 7,451.53 26.9
Material Cost: FY 2021-22 witnessed a partial shutdown for first three Assets classified as held for 63.63 -- 100.0
months and a pent up demand consequent to the shutdown for the sale
next nine months. The demand for flat and spring steel, castings, Total 20,333.78 18,449.91 10.2
aluminium, palladium, platinum and other raw materials went up and
Capital expenditure and investments
so was the price. This has happened during the first three quarters
which has resulted in a 5% increase in the material cost. During the year, your Company incurred ` 400 Crores towards capital
expenditure predominantly towards:
Through various internal initiatives covering price negotiation, value
engineering, turnover discounts and business share optimization, your a) Improving manufacturing capacity and capability covering LCV
Company managed to secure a reduction of about 1.3% during the Engines, Frame Side member, SG Cast Iron, Cab Paint &Trim and
year. Chassis Assembly;
Staff Costs: Staff costs went up by 7% during FY ’22 primarily due to b) new products covering Project Vayu (CNG vehicles development),
the increments and promotions sanctioned to the executives during Low Cost EATS development & Emission migration Projects (BS
the year. Your Company also entered in to a settlement of wages for Construction Equipment Vehicle {CEV IV} and BS VI Phase 2).
associates across Hosur and Ennore plants during the year. c) Unit replacement & maintenance capex for sustenance
Finance Costs was marginally down by about 2% primarily due to During the year, Your Company has invested ` 10 Crores in Gro Digital,
better management of cash and working capital during the year. Fresh ` 4 Crores in Ashley Aviation and ` 3 Crores in Ashley Alteams. Thus,
long term loans availed ` 650 Crores during the year. Cash generated in all your Company has invested ` 17 Crores by cash in joint venture
from the business was used to repay the short term loans. / associates / subsidiaries during the year. In addition, during the year,
` 4 Crore loan has been converted into equity in Albonair GmBH.
Depreciation for the year is at ` 752.76 Crores which is marginally
Your Company has done an impairment reversal of equity investment
higher than last year.
in Optare Plc for ` 781 Crores. There had also been impairments of
Other expenses at ` 2,238.10 Crores are higher than last year reflecting ` 350 Crores during FY 2021-22 (Hinduja Energy ` 107 Crores, Albonair
the increase in activity levels. All expenses covering, production, sales GmbH ` 239 Crores and Ashley Aviation ` 4 Crores).
and administration overheads recorded increase over last year in line Current assets as at March 31, 2022 were at ` 9,458 Crores when
with the volumes growth. Thanks to the Reset initiative driven across compared to previous year level of ` 7,452 Crores. The increase
the Organisation in FY ‘21, Administration overheads continued to be of ` 2,006 Crores was due to investment in mutual fund units
at low levels in FY 2021-22. ` 1,298 Crores, increase in receivables ` 295 Crores; increase in bank
Total Capital Employed by your Company increased by about 10% from balances, cash & cash equivalents ` 224 Crores (` 250 Crores placed as
` 18,450 Crores in FY 2020-21 to ` 20,334 Crores in FY 2021-22. deposits), increase in other financial assets ` 166 Crores (bank deposits
` 150 Crores), increase in other current assets ` 90 Crores offset by
Total shareholder’s funds as at March 31, 2022 stood at ` 7,337 decrease in inventory by ` 67 Crores.
Crores reflecting an increase of ` 360 Crores primarily reflecting the
profit for the year ` 542 Crores as reduced by dividend ` 176 Crores, Liquidity
other comprehensive income ` 4 Crores and share based payments With a drop in sales in 1st quarter due to covid 2nd wave lock down,
` 2 Crores. liquidity was under strain with meagre cash inflows on sales but outflows
towards meeting commitment to various stakeholders including the
Summary of the Balance sheet is given below:
dealers & suppliers. However, through a better understanding with all
` in Crores the stakeholders as well as with the support of bankers, your Company
Sources of Funds March 31, March 31, Inc / could manage the liquidity situation well. Liquidity pressure eased out
2022 2021 (Dec) % progressively during Q2 and Q3 FY ’22.
Shareholder’s funds 7,336.90 6,977.20 5.2
Your Company could generate ` 1,888 Crores of cash during the year
Non-Current liabilities 3,449.59 3,198.87 7.8
primarily through reduction in working capital ` 1,433 Crores. Internal
Current liabilities 9,535.51 8,273.84 15.2
accruals enabled your Company to meet dividend commitment and
Liabilities directly associated 11.78 -- 100.0 investments and fresh long term loan borrowal was used to meet
with assets classified as held capital expenditure and long term working capital requirements. Your
for sale Company manages its liquidity through rigorous weekly monitoring of
Total 20,333.78 18,449.91 10.2 cash flows.

Details of significant changes in key financial ratios: substantially offset by an increase in trade payables (` 1,731 Crores).
All these have resulted in substantial reduction in working capital by
Ratios Formula used FY 2022 FY 2021
` 1,433 Crores.
Debtors turnover Revenue from operations / 7.32 7.64
average debtors Cash outflow for acquisition of fixed assets for FY 2021-22 was at
Inventory COGS / average inventory 7.95 6.75 ` 393 Crores as against ` 617 Crores last year reflecting a reduction
turnover of about ` 224 Crores in FY 2021-22. ` 98 Crores proceeds have
Interest coverage Earnings before interest 3.53 2.07 been received by way of surrender of leasehold land in FY 2021-22.
ratio and tax / interest expense FY 2021-22 indicates a net cash outflow of ` 1163 Crores representing
Current ratio Current assets / current 0.99 0.90 ` 1,284 Crores of investments in mutual fund units and ` 17 Crores
liabilities by way of investments in associates / joint ventures offset by receipt
Debt equity ratio Debt / equity 0.49 0.54 of ` 100 Crores by way of redemption of bank deposits as well as
Operating profit EBITDA / Revenue from 4.6 3.5 interest receipts of ` 38 Crores during the year. FY 2020-21 witnessed
margin (%) operations the receipt of ICDs in full (` 500 Crores) which was offset by investment
Net profit margin PAT without exceptional 0.1 -2.0 of ` 600 Crores in bank deposits as well as investments of ` 368
(%) items / revenue from Crores in Joint venture / Associates / Subsidiaries. Cash outflow of
operations ` 723 Crores from finance activities primarily reflect the repayment
Return on net PAT without exceptional 0.4 -4.3 of current borrowings ` 894 Crores, and non-current borrowings ` 13
worth (%) items / total equity Crores, interest & other payments of ` 290 Crores, dividend payment
The reason for change in ratios by more than 25% is mainly due to of ` 176 Crores offset by drawal of fresh long term loans of ` 650
higher volumes and profitability achieved during the year ended March Crores.
31, 2022 in comparison with the year ended March 31, 2021.
Dividend
Profitability
The Directors have recommended a dividend of ` 1.00 per share per
M&HCV volumes started improving gradually quarter on quarter in equity share of ` 1/- each for the financial year ended Mar ’22.
FY 2021-22. M&HCV domestic volumes in 1st quarter were low
Cash flow statement
due to Covid 2nd wave but remarkably better than same period of
FY ’21. Q1 of FY ’21 was predominantly closed due to Covid 1st wave. ` in Crores
Your Company’s profitability could not be sustained in the first two Particulars 31.03.2022 31.03.2021
quarters of FY ’22 consequents to low volumes, lockdown (Q 1) and
commodity cost increases. Operating PBT loss was at ` 496 Crores. Profit from operations after tax 1,077.31 626.96
Volumes improved in Q3 which enable your Company to close with a (Inc)/Dec in Net working capital 1,569.62 (605.83)
meagre operating PBT loss of ` 15 Crores. Q4 witnessed remarkable Net cash (outflow) / inflow from 2,646.93 21.13
improvement in volumes which enabled your Company to stage operating activities
a comeback with an operating PBT of ` 528 Crores. Overall due to
strong performance in Q4 your Company could end the year with an Payment for acquisition of assets – net (295.71) (616.57)
operating profit of ` 17 Crores. M&HCV Industry volumes grew 50% Cash inflow / (outflow) for investing (1,163.20) (358.62)
from 1,60,688 nos. in FY ’21 to 2,40,577 nos in FY ’22. Your Company activities
managed the semiconductor shortages well without major shortfall in Cash inflow (outflow) from financing (723.76) 205.97
the supplies. Tighter control on material cost and operating expenses activities
(through mission initiatives) combined with judicial sales mix through
better performance in LCV & aftermarket businesses have contributed Net cash inflow / (outflow) 464.26 (748.09)
to the profits during the year.
The year ahead
The financial ratings of long term and short term facilities / commercial
paper as given by rating agencies viz., CARE and ICRA in FY ’21 M&HCV TIV has been growing since Q4 of FY ’21 and this augurs well
continued without any change in FY ’22. for the industry. There is still a lot of headroom for growth given that
the fleets are ageing with average age being 9.9 years (as per ICRA
Agency Long Term Short Term Facilities / April ’22 report) and the announcement of scrappage policy is a step
Commercial Paper in the right direction. Macro-economic indicators put India as a high
growth economy and an attractive market. Agriculture, cement, steel,
CARE CARE AA; Negative Outlook CARE A1+
infrastructure and e commerce are likely to witness sizeable growth
ICRA ICRA AA; Negative Outlook ICRA A1+ in FY ’23 and this augurs well for the improvement in CV demand.
Direct and indirect tax collections, and increase in e-way bills numbers
Your Company has serviced all its debt obligations on time.
suggest that the economy is on growth mode. Increased offtake
Results of Operations scenario as witnessed in last few quarters will continue with support
from increased economic activity and replacement led demand.
Your Company generated an after-tax profit from operations of
` 1,077 Crores in FY 2021-22 which is higher than ` 627 Crores in With further demand growth, your Company is expecting pricing
FY 2020-21. In FY 2021-22, demand for Medium and heavy commercial to become more rational. With the recent measures taken by
vehicles picked up gradually from 7,860 nos in Q1 to 28,575 nos in Q4. Government of India through levy of export duty on some steel items
Consequently, working capital requirement was higher at the end of as well as the decision to remove import duty on raw materials for
the year to meet the surge in demand. Trade receivables went up by steel will augur well for the CV industry in the long term. The situation
` 365 Crores and inventory dropped marginally by ` 67 Crores. This is on semiconductor is also being monitored closely.

For the entire FY ’22, fleet utilization levels were on the rise as freight volumes and market share as Your Company is a leader in buses.
volumes picked up thereby easing cash flow pressure for the operators.
Russia-Ukraine conflict has driven the diesel prices up leaving the After Market and International businesses continue to perform
spotlight on the fleet operators ability to protect their margins through exceptionally well and Power Solutions business which again had grown
freight rate hikes. Freight movement indicators covering port, rail significantly in FY ’21 is constrained by availability of ECUs in FY ‘22.
freight, fast tag and e way bill volumes have all improved as economic
activity picked up. Your Company is also putting efforts in reducing costs – both product
costs as well as overheads the benefits of this can be seen by way of
Your Company, even while growing market share sequentially has been margin improvement.
raising prices owing to higher input costs. What is good to see is that
retention of such increases is getting better. Your Company has also Switch is an important initiative and your Company is extremely happy
taken up a complete rationalization of its network, appointing new with the progress made. Switch India is operational with its own
distributors and is also working to further improve dealer profitability dedicated team. Your Company has received statutory approvals for
which is crucial. Your Company is also focusing on expanding transferring E-maas business to Ohm Global Mobility India.
relationships with financiers. AVTR modular vehicles are doing very
well and have raised the bar on industry performance. As volumes Your Company is confident and extremely well positioned as a pure
grow, your Company is confident that the benefits of modularity will play CV player with New gen products and talented people to deliver
become visible. profitable growth as the market demand picks up.
LCV - both Dost and Bada Dost are exceptional vehicles and have been H. HUMAN RESOURCES
growing stronger by the day and volumes are limited by the availability
of semiconductors. Both these products hold immense potential for During the year under review, the total number of people on the
exports and are a perfect fit in our addressable markets. rolls of the Company is 10,101.
Going forward, the growth drivers for the Bus segment remain largely Material developments in the Human Resource / Industrial
favourable, with increasing vaccination penetration, opening up of Relations front have been detailed under the head “Human
offices and educational institutions. This will add to Your Company’s Resource” in the Board’s Report.

ANNEXURE G TO THE BOARD’S REPORT
CERTIFICATION BY EXECUTIVE CHAIRMAN AND WHOLE-TIME
DIRECTOR AND CHIEF FINANCIAL OFFICER TO THE BOARD
We, Dheeraj G Hinduja, Executive Chairman and Gopal Mahadevan, Whole-time Director and Chief Financial Officer of Ashok Leyland Limited
certify that:
A. We have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge and belief;
a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
b) these statements present a true and fair view of the state of affairs of the Company and of the results of operations and cash flows.
The financial statements have been prepared in conformity, in all material respects, with the existing Generally Accepted Accounting
Principles including Accounting Standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violate the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness
of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to
take to rectify these deficiencies.
D. We have indicated to the Auditors and to the Audit Committee:
a. that there are no significant changes in internal control over financial reporting during the year;
b. that there are no significant changes in accounting policies during the year;
c. that there are no instances of significant fraud of which we have become aware of and which involve management or other employees
who have significant role in the Company’s internal control system over financial reporting.
Dheeraj G Hinduja Gopal Mahadevan

Executive Chairman Whole-time Director and Chief Financial Officer
Place : Chennai Place : Chennai

Date : May 19, 2022 Date : May 19, 2022

ANNEXURE H TO THE BOARD’S REPORT
SECRETARIAL AUDIT REPORT
To
The Members
No. 1, Sardar Patel Road
Guindy, Chennai – 600 032
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on
these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate, also taking into account the peculiar circumstances leading to the
national lockdown imposed by the Government of India due to the pandemic, to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.
I believe that the processes and practices we followed, provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening
of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.
My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the company.
Signature:
Name of Company Secretary in Practice: B. CHANDRA
ACS No.: 20879
Place : Chennai
C P No.: 7859
Date : May 19, 2022
UDIN: A020879D000344719
Form No. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022
Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To (i) The Companies Act, 2013 (the Act) and the rules made there
The Members, under;
ASHOK LEYLAND LIMITED,
No. 1, Sardar Patel Road, (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the
Guindy, Chennai – 600 032 rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
I have conducted the secretarial audit of the compliance of applicable
framed there under;
statutory provisions and the adherence to good corporate practices
by ASHOK LEYLAND LIMITED bearing CIN L34101TN1948PLC000105 (iv) Foreign Exchange Management Act, 1999 and the rules and
(hereinafter called the Company). Secretarial Audit was conducted regulations made there under to the extent of Foreign Direct
in a manner that provided me a reasonable basis for evaluating the Investment, Overseas Direct Investment and External Commercial
corporate conducts/statutory compliances and expressing my opinion Borrowings;
thereon.
(v) The following Regulations and Guidelines prescribed under the
Based on my verification of the Company’s books, papers, minute Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -
books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its a. The Securities and Exchange Board of India (Substantial
officers, agents and authorised representatives during the conduct of Acquisition of Shares and Takeovers) Regulations, 2011;
secretarial audit, I hereby report that in my opinion, the Company has, b. The Securities and Exchange Board of India (Prohibition of
during the audit period covering the financial year ended on March
Insider Trading) Regulations, 1992 and The Securities and
31, 2022, complied with the statutory provisions listed hereunder and
Exchange Board of India (Prohibition of Insider Trading)
also that the Company has proper Board processes and compliance-
Regulations 2015;
mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter: c. The Securities and Exchange Board of India (Listing
obligations and Disclosure requirements) Regulations 2015;
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial d. Securities and Exchange Board of India (Share Based
year ended on March 31, 2022, according to the provisions of: Employee Benefits) Regulations, 2014

ANNEXURE H TO THE BOARD’S REPORT
e. The Securities and Exchange Board of India (Issue and During the period under review the Company has complied with the
Listing of Debt securities) Regulations 2018 provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.,
mentioned above.
(vi) I am informed that the Company, during the year, was not required
to comply with the following regulations and consequently not I further report that
required to maintain any books, papers, minute books or other • The Board of Directors of the Company is duly constituted with
records or file any forms/ returns under: proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of
a. The Securities and Exchange Board of India (Issue of Capital
the Board of Directors that took place during the period under
and Disclosure Requirements) Regulations, 2018
review were carried out in compliance with the provisions of the
b. The Securities and Exchange Board of India (Buy back of Act.
Securities) Regulations, 2018; • Adequate notice is given to all the Directors to schedule the
Board Meetings, agenda and detailed notes on agenda were
c. Securities and Exchange Board of India (Issue and Listing sent at least seven days in advance, and a system exists for
of Non-Convertible and Redeemable Preference Shares) seeking and obtaining further information and clarifications
Regulations, 2013 on the agenda items before the meeting and for meaningful
participation at the meeting.
(vii) In addition to the compliance with Factory and Labour Laws as
are applicable to a factory, based on the study of the systems • Based on the minutes made available to us, we report that
and processes in place and a review of the reports of (1) the majority decision is carried through and that there were no
heads of the Departments; (2) Occupier/Manager of the factories dissenting votes from any Board member that was required to
located in Ennore, Sriperumbudur; Hosur (3 units), Bhandara, be captured and recorded as part of the minutes.
Alwar, Pantnagar, Vellivoyalchavadi and Vijayawada which
manufacture Automobiles and Spare Parts; (3) the compliance I further report that there are adequate systems and processes in the
reports made by the functional heads of various departments Company commensurate with the size and operations of the Company
which are submitted to the Board of Directors of the Company; to monitor, report deviations to the Board, take corrective actions
(4) a test check on the licences and returns made available on and ensure compliance with applicable laws, rules, regulations and
guidelines.
other applicable laws, I report that the Company has complied
with the provisions of the following industry specific statutes and I further report that during the year under review
the rules made there under as well as other laws to the extent it
is applicable to them: a. Fund Raising Committee of the Board of Directors of the Company
on March 17, 2022, has allotted 2,000 (Two Thousand) Secured,
• Motor Vehicles Act, 1988 Listed, Rated, Redeemable, Non-Cumulative, Non-Convertible
Debentures (‘NCDs’) having face value of ` 10,00,000/- (Rupees
• The Motor Transport Workers Act, 1961 Ten Lakhs only) each for cash aggregating to ` 200,00,00,000/-
• The Explosive Act, 1884 (Rupees Two Hundred Crores only) on private placement basis.
• The Petroleum Act, 1934 b. a) Transferred Electric Vehicles (EV) business of the Company to
M/s. Switch Mobility Automotive Limited, India. b) Transferred
• The Environment (Protection) Act, 1986 eMaaS (E-Mobility as a Service) business of the Company to M/s.
Ohm Global Mobility Private Limited, India.
• The Water (Prevention and Control of Pollution) Act, 1974
c. Mr Dheeraj Hinduja was appointed as Executive Chairman (Whole
• The Air (Prevention and Control of Pollution) Act, 1981
Time) subject to approval of Central Government pursuant to
I have also examined compliance with the applicable clauses of the provisions of Schedule V Section I, Part I of Companies Act 2013
following:
Signature:
(i) Secretarial Standards issued by The Institute of Company Name of Company Secretary in Practice: B. CHANDRA
Secretaries of India. ACS No.: 20879
Place : Chennai C P No.: 7859
(ii) The Listing Agreements entered into by the Company with BSE Date : May 19, 2022 UDIN: A020879D000344719
Limited and National Stock Exchange of India Limited. PEER REVIEW Certificate No 602/2019

ANNEXURE i TO THE BOARD’S REPORT
FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (b) Master Direction- Non-Banking Financial Company Returns
The Members, (Reserve Bank) Directions, 2016.
M/s. Hinduja Leyland Finance Limited
CIN# U65993TN2008PLC069837 We have also examined compliance with the applicable clauses of the
1 Sardar Patel Road, Secretarial Standards issued by The Institute of Company Secretaries
Guindy, Chennai – 600032 of India.
We have conducted the secretarial audit of the compliance of During the period under review the Company has complied with the
applicable statutory provisions and the adherence to good corporate provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
practices by M/s. Hinduja Leyland Finance Limited (hereinafter called mentioned above.
the company). Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate conducts/ We report that during the audit period under review;
statutory compliances and expressing my opinion thereon.
1) The company issued and allotted 1,10,500 equity shares of ` 10/-
Based on our verification of the books, papers, minute books, forms each to its Equity Shareholders under Employee Stock Options
and returns filed and other records maintained by the company and Plan of the Company as detailed below:
also the information, explanations and clarifications provided by the
Company, its officers, agents and authorized representatives during the
S. Date of Face Value Per Premium Number of
conduct of secretarial audit and considering the relaxations granted by
No. Allotment Share (in `) (in `) Equity shares
the Ministry of Corporate Affairs and Securities and Exchange Board
of India warranted due to the spread of the COVID-19 pandemic, we 1 07.04.2021 10 18 46500
hereby report that in our opinion, the company has, during the audit 2 13.07.2021 10 65 15000
period covering the financial ended 31st March, 2022 complied with
the statutory provisions listed hereunder and also that the Company 3 20.12.2021 10 44.4 19000
has proper Board-processes and compliance-mechanism in place to the 4 29.03.2022 10 18 10000
extent, in the manner and subject to the reporting made hereinafter:
10 44.4 20000
We have examined the books, papers, minute books, forms and returns TOTAL 1,10,500
filed and other records maintained by M/s. Hinduja Leyland Finance
Limited for the financial year ended on 31st March, 2022 according to 2) The Company has transferred an amount of ` 5,06,01,643/-
the provisions of: remaining unspent relating to ongoing projects, to a separate
bank account on 29th April, 2022, as required under Section 135
(i) The Companies Act, 2013 (the Act) and the rules made
of the Companies Act, 2013 read with the Companies (Corporate
thereunder;
Social Responsibility Policy) Rules, 2014.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the
rules made thereunder; 3) The Company issued and allotted 6750 Secured Redeemable
Non-Convertible Debentures of ` 10,00,000/- each aggregating
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws ` 675,00,00,000/- and 1500 Un-secured Redeemable Non-
framed thereunder; Convertible Debentures of ` 10,00,000/- each aggregating
` 150,00,00,000/-
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct 4) The Board of Directors at their meeting held on 22nd March 2022
Investment, Overseas Direct Investment and External Commercial
re-appointed Mr. S. Nagarajan (DIN 00009236) as Executive Vice
Borrowings;
Chairman for a period of one year with effect from 1st April 2022.
(v) SEBI (Issue and Listing of Non-Convertible Securities) Regulations The said reappointment was approved by the Shareholders at
2021. their Extra-ordinary General meeting held on 25th March 2022.
(vi) SEBI (Listing Obligations and Disclosure Requirements) 5) Mr. Andreas Hubertus Biagosh (DIN 06570499) resigned as an
Regulations, 2015 (‘SEBI LODR’) to the extent applicable. Independent Director of the company on 9th November 2021.
The Board of Directors at their meeting held on 22nd March 2022
(vii) Reserve Bank of India Act, 1934 read with applicable Rules and
appointed Mr. Jean Brunol (DIN 03044965) as an Independent
Regulations relating to the:
Director of the Company for a period of 5 years with effect from
(a) Master Direction - Non-Banking Financial Company - 22nd March 2022. The said appointment was approved by the
Systemically Important Non-Deposit taking Company and Shareholders at their Extra-ordinary General meeting held on
Deposit taking Company (Reserve Bank) Directions, 2016. 25th March 2022.

ANNEXURE i TO THE BOARD’S REPORT
We further report that ANNEXURE-A SECRETARIAL AUDIT REPORT OF EVEN DATE
The Board of Directors of the Company is duly constituted with To,

proper balance of Executive Directors, Non-Executive Directors and The Members,
Independent Directors. The changes in the composition of the Board of Hinduja Leyland Finance Limited
Directors that took place during the period under review were carried CIN# U65993TN2008PLC069837
out in compliance with the provisions of the Act. 1 Sardar Patel Road,
Guindy, Chennai – 600032
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least Our Report of even date is to be read along with this letter.
seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the 1. Maintenance of Secretarial record is the responsibility of the
meeting and for meaningful participation at the meeting. management of the company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
Majority decision is carried through while the dissenting members’
views are captured and recorded as part of the minutes. 2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness
We further report that there are adequate systems and processes of the contents of the secretarial records. The verification was
in the company commensurate with the size and operations of the done on test basis to ensure that correct facts are reflected in
company to monitor and ensure compliance with applicable laws, secretarial records. We believe that the processes and practices,
rules, regulations and guidelines. we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of

For M/s. G Ramachandran & Associates financial records and books of accounts of the Company.
Company Secretaries
4. Where ever required, we have obtained the Management
G. RAMACHANDRAN representation about the compliance of laws, rules and
Proprietor regulations and happening of events etc.
Place : Chennai FCS No.9687 CoP. No.3056
5. The compliance of the provisions of corporate and other
Date : 17th May, 2022 UDIN: F009687D000324738
applicable laws, rules, regulations, standards is the responsibility
This Report is to be read with our letter of even date which is annexed of management. Our examination was limited to the verification
as Annexure A and forms an integral part of this report. of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the

future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the
Company.
For M/s. G Ramachandran & Associates

Company Secretaries
G. RAMACHANDRAN
Proprietor
Place : Chennai FCS No.9687 CoP. No.3056
Date : 17th May, 2022 UDIN: F009687D000324738

ANNEXURE j TO THE BOARD’S REPORT
ANNUAL REPORT ON CSR FOR FY 2021-22
1. Brief outline on CSR Policy of the Company.
In line with the philosophy of “Aap ki jeet, Hamari Jeet”, the Company has always been in the forefront of providing a dedicated approach
to social development through various Corporate Social Responsibility initiatives.
Recognizing the need and the tremendous opportunity to transform the lives, the Company is committed to work on interventions that lead
to sustainable development of the society in areas which are of importance at a national level. The projects undertaken by the Company are
within the broad framework of Schedule VII of the Companies Act, 2013 and as per the Company’s CSR Policy. The Company’s CSR policy
has been uploaded in the website of the Company at https://www.ashokleyland.com/in/en/community/csr-policy.
2. Composition of CSR Committee:
SI. Name of Director Designation / Nature of Number of meetings of CSR Number of meetings of CSR
No. Directorship Committee held during the year Committee attended during the year
1 Mr. Dheeraj G Hinduja Executive Chairman 2 2
2 Ms. Manisha Girotra Independent Director 2 2
3 Mr. Sanjay K Asher Independent Director 2 2
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the
website of the Company.
https://www.ashokleyland.com/in/en/community/csr-policy
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, if applicable (attach the report) – The Report pertaining to Impact Assessment carried out for
Road to School project is available on the website at https://www.ashokleyland.com/in/en/community/csr-policy.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 and amount required for set off for the financial year, if any – Nil
6. Average net profit of the Company as per section 135(5): – ` 866.99 Crores (FY 2021-22)
7. (a) Two percent of average net profit of the Company as per section 135(5): `17.34 Crores
(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years – Nil
(c) Amount required to be set off for the financial year, if any – Nil
(d) Total CSR obligation for the financial year (7a+7b+7c): ` 17.34 Crores
8. (a) CSR amount spent or unspent for the financial year:
Total Amount Spent for the Amount Unspent (` in Crores)

Financial year (` in Crores)
Total Amount transferred to Unspent Amount transferred to any fund specified under
CSR Account as per section 135(6). Schedule VII as per second proviso to section 135(5).
Amount (` in Crores) Date of transfer Name of the Fund Amount (` in Crores) Date of transfer
16.93 0.32 29.04.2022 PM’s National 0.09 Will be transferred on
Relief Fund or before September
30, 2022
(b) Details of CSR amount spent against ongoing projects for the financial year (` in Crores)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
SI. Name of the Item from the Local Location of the project. Project Amount Amount Amount Mode of Mode of Implementation -
No. Project list of activities area duration allocated spent transferred to Implementation - Through Implementing Agency
in Schedule VII (Yes/ for the in the Unspent CSR Direct (Yes/No).
to the Act. No). State District project current Account for the Name CSR
financial project as per Registration
Year Section 135(6) No.
1 Road to school – Promote Yes Tamil Nadu Krishanagiri 3 years 10.91 10.59 0.32 No Learning Links CSR00000640
Tamil Nadu 457 Education Tiruvallur Foundation
schools Namakkal

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
SI. Name of the Item from the Local Location of the project. Project Amount Amount Amount Mode of Mode of Implementation -
No. Project list of activities area duration allocated spent transferred to Implementation - Through Implementing Agency
in Schedule VII (Yes/ for the in the Unspent CSR Direct (Yes/No).
to the Act. No). State District project current Account for the Name CSR
financial project as per Registration
Year Section 135(6) No.
2 Road To School Promote Yes Jammu & Reasi 3 years 0.47 0.47 - No Learning Links CSR00000640
- Jammu & Education Kashmir Rajouri Foundation
Kashmir- 36 Udhampur
schools Baramulla
Kupwara
Bandipora
3 Road to School Promote Yes Rajasthan Alwar 3 years 0.23 0.23 - No Learning Links CSR00000640
– Alwar & Education Maharastra Bhandara Foundation
Bhandara- 5
schools
4 Infrastructure Rural Yes Uttarakhand Udham Singh 3 years 0.35 0.35 - Yes - -
Development Development Nagar
in Government
Schools
5 Water Projects – Ensuring Yes Uttarakhand Nainital 3 years 0.10 0.10 - No Chirag CSR00004689
Chirag Environmental
Sustainability
6 Skill Promote Yes Jammu & Kathua 3 years 0.17 0.17 - Yes - -
Development Education Kashmir Budgam
Project – Jammu
& Kashmir
Total 12.23 11.91 0.32
(c) Details of CSR amount spent against other than ongoing projects for the financial year: (` in Crores)
(1) (2) (3) (4) (5) (6) (7) (8)
SI. Name of the Project Item from Local Location of the project. Amount Mode of Mode of Implementation -
No. the list of area spent for Implementation Through Implementing Agency
activities in (Yes/ State District the project - Direct (Yes/ Name CSR
Schedule VII No). (` in Crores) No). Registration No.
to the Act.
1 AIDS – awareness, Promoting Yes Tamil Nadu Hosur 0.15 No Gnana Deepam CSR00001350
prevention and control Health care
2 Water Initiative with Ensuring Yes Maharashtra Pune 1.02 No Hinduja CSR00002326
Hinduja Foundation Environmental Foundation
Sustainability
3 Grants to Cancer Environmental Yes Tamil Nadu Chennai 0.33 No Cancer CSR00007235
Institute Sustainability Institute WIA
4 Grants to Mukul Promoting Yes Maharashtra Mumbai 0.54 No Mukul Madhav CSR00000343
Madhav Foundation Health care Foundation
5 Grants to Pandit Dean Promoting Yes Uttarakhand Pantnagar 0.06 No Pandit CSR00016828
Dayal Foundation Health care Dean Dayal
Foundation
6 Grants to Hinduja Promoting Yes Maharashtra Pune 1.00 No Hinduja CSR00002326
Foundation for Diabetic Health care Foundation
Research
7 Grants to CII Promoting Yes Delhi Delhi 0.02 No CII Foundation CSR00001013
Foundation Health care
8 Grants to Promotion Yes Tamil Nadu Trichy 0.03 No Dr. Chinna CSR00025466
Chinnamoulana Trust of art moulana
Memorial Trust
9 COVID-19 Relief work Promoting Yes Tamil Nadu Chennai 0.47 Yes - -
Health care Rajasthan Krishnagiri
Alwar
10 COVID-19 - Diaster Promoting Yes Tamil Nadu Chennai 0.46 Yes - -
Management Health care Rajasthan Krishnagiri
Alwar
Total 4.08

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES
(d) Amount spent in Administrative Overheads ` 0.87 Crores
(e) Amount spent on Impact Assessment, if applicable – ` 0.07 Crores
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) ` 16.93 Crores
(g) Excess amount for set off, if any: Not Applicable
9. (a) Details of Unspent CSR amount for the preceding three financial years: (` in Crores)
SI. Preceding Financial Amount transferred to Amount Amount transferred to any fund specified Amount remaining to
No. Year Unspent CSR Account spent in the under Schedule VII as per section 135(6), if be spent in succeeding
under section 135 (6) reporting any. financial years. (in `)
(in `) Financial Year Name of the Fund Amount Date of
(` in Crores) (in `) Transfer
1 2019-20 11.59 - - - - -
2 2020-21 15.51 5.92 PM’s National 0.17 20.09.2021 9.59
Relief Fund
Total 15.51 5.92 9.59
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(` in Crores)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
SI. Project ID Name of the Project Financial Project Total Amount Cumulative Status of
No. Year in Duration amount spent on the amount spent the project -
which the Allocated for project in at the end Completed /
project was the Project the reporting of reporting Ongoing
commenced Financial Financial Year
Year
1 FY31.03.2021_1 Road to School 2020-21 3 years 3.51 2.70 2.70 Ongoing
2 FY31.03.2021_2 RTS - Sports Education 2020-21 3 years 0.92 - - Ongoing
3 FY31.03.2021_3 RTS - Music Education 2020-21 3 years 1.20 - - Ongoing
4 FY31.03.2021_4 RTS - Breakfast to 2020-21 3 years 3.38 - - Ongoing
Children
5 FY31.03.2021_5 Health Checkup 2020-21 3 years 0.76 0.29 0.29 Ongoing
6 FY31.03.2021_6 AL - Health initiative 2020-21 3 years 0.72 - - Ongoing
7 FY31.03.2021_7 Water Project 2020-21 3 years 4.91 2.82 2.82 Ongoing
8 FY31.03.2021_8 Skill Development 2020-21 3 years 0.11 0.11 0.11 Ongoing
Centre - J&K
Total 15.51 5.92 5.92
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in
the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).- Nil for FY 2021-22
(b) Amount of CSR spent for creation or acquisition of capital asset- Nil for FY 2021-22
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. – Nil for
FY 2021-22
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset) – Nil for
FY 2021-22
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5).
During the year, the Company has spent Rs. 16.93 Crores on various CSR projects. On account of the challenges in implementation of CSR
projects due to the disruption caused by the second and third wave of COVID-19 pandemic, the Company was unable to spend the entire
CSR obligation. The unspent amount on account of ongoing projects will be spent in the forthcoming years.
May 19, 2022 Dheeraj G Hinduja

Chennai Executive Chairman & Chairman of the CSR Committee

ANNEXURE k TO THE BOARD’S REPORT
INTRODUCTION c. Markets served by the Company:
a. Pan India across all states in India.
The Business Responsibility (BR) disclosures in this Report illustrate
our effort towards creating enduring value for all stakeholders in a b. SAARC – Bangladesh, Nepal, Bhutan, Sri Lanka & Maldives
responsible manner. This Report is aligned with National Voluntary
c. MIDDLE EAST- UAE, Oman, Saudi Arabia, Qatar, Kuwait,
Guidelines on Social, Environmental and Economic Responsibilities of
Bahrain, Lebanon
Business (hereinafter “NVG-SEE”) released by Ministry of Corporate
Affairs, and is in accordance with Regulation 34(2)(f) of Securities d. AFRICA
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015 (hereinafter “SEBI Listing Regulations”). i. NORTHERN AFRICA – Morocco, Egypt
This report provides an overview of the activities carried out by Ashok
Leyland Limited under each of the nine principles as outlined in NVG. ii. SOUTHERN AFRICA – South Africa, Mauritius,
Madagascar
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
iii. EASTERN AFRICA - Kenya, Tanzania, Uganda, DR
1. Corporate Identity Number (CIN) of the Company: Congo
L34101TN1948PLC000105
iv. WESTERN AFRICA – Ivory Coast, Nigeria, Ghana,
2. Name of the Company: Ashok Leyland Limited Burkina Faso, Cameroon Republic of Congo, Senegal,
Sierra Leone, Guinea Conakry
3. Registered address: No. 1, Sardar Patel Road, Guindy, Chennai -
600 032 e. CIS countries - Russia, Ukraine
f. ASEAN – Thailand (Defence).
4. Website: www.ashokleyland.com
SECTION B: FINANCIAL DETAILS OF THE COMPANY
5. E-mail id: secretarial@ashokleyland.com
S. Particulars FY 2021-22 FY 2020-21
6. Financial Year reported: April 1, 2021 to March 31, 2022 No. Standalone Standalone
(` in Crores) (` in Crores)
7. Sector(s) that the Company is engaged in (industrial activity
code wise) 1. Paid up capital 293.55 293.55
NIC CODE Description 2. Total Turnover 21764.42 15,420.95

29102 Manufacture of commercial vehicles such (a) Revenue from 21688.29 15,301.45
as vans, lorries, over-the-road tractors for Operations
semitrailers, etc. (b) Other income (net) 76.13 119.50
29103 Manufacture of chassis fitted with engines for
3. Profit/(Loss) After Tax 541.83 (313.68)
the motor vehicles included in this class
29104 Manufacturer of Motor vehicle engines 4. Total spending on Corporate Social Responsibility (CSR) as
29109 Manufacture of motor vehicles n.e.c percentage of profit after tax (%):
2920 Manufacturer of bodies (coachwork) for motor
The Company has spent to the tune of ` 16.93 Crores towards
vehicles
CSR activities during financial year 2021-22 representing about
8. List three key products/services that the Company 2% of the average net profits for the preceding three financial
manufactures/provides (as in Balance sheet) years.
a. Medium and Heavy Commercial Vehicles 5. List of activities in which expenditure in 4 above has been
b. Light Commercial Vehicles incurred:
c. Power Solutions systems The initiatives undertaken by the Company are in line with the
eligible areas as listed under Schedule VII of the Companies Act,
9. Total number of locations where business activity is 2013. Please refer CSR report annexed to the Board’s Report.
undertaken by the Company
a. Number of International locations (provide details of SECTION C: OTHER DETAILS
major 5):
Ashok Leyland Limited through its various subsidiaries/ 1. Does the Company have any Subsidiary Company/Companies?
associates/joint ventures has spread over 7 countries
The Company has 29 Subsidiaries, 5 Associates and 2 Joint
having manufacturing/assembly/arrangement facilities in
Ventures as on March 31, 2022.
UAE, Sri Lanka, Nigeria, Kenya.
2. Do the Subsidiary Company/Companies participate in the BR
b. Number of National locations:
initiatives of the parent Company? If yes, then indicate the
Manufacturing locations are situated in Ennore, Chennai, number of such subsidiary Company(s):
Sriperumbudur, and Hosur (Tamil Nadu), Bhandara
(Maharashtra), Alwar (Rajasthan), Pantnagar (Uttarakhand). The report boundary does not include the sustainability
Technical Centre: Vellivoyalchavadi, (Tamil Nadu) and performance of our subsidiaries, joint ventures or supply chain
Vijayawada (Andhra Pradesh). partners for this year.

ANNEXURE K TO THE BOARD’S REPORT
As a part of our supplier surveillance audit, we look into pollution
S. Particulars Details
control measures & certification, and hazardous waste disposal
No.
through effluent treatment or through third party engagement.
We apprise on the importance of maintaining clean factory 4 Telephone number 044 – 2220 6707
environment for the working community and safety equipment 5 e-mail id Bala.NV@ashokleyland.com
installation & maintenance, during our audit discussions with the
supplier partners’ management. 2. Principle-wise (as per NVGs) BR Policy/policies (reply in Y/N)
3. Do any other entity/entities (eg. Suppliers, distributors, etc.) that The National Voluntary Guidelines on Social, Environmental
the Company does business with participate in the BR initiatives and Economic Responsibilities of Business released by the
of the Company? If yes, then indicate the percentage of such Ministry of Corporate Affairs has adopted nine areas of Business
entity/entities? [less than 30%, 30%-60%, more than 60%] Responsibility. These are as follows:
The Company engages and partners with several entities Principle 1: Businesses should conduct and govern themselves
including reputed NGOs to implement several of its BR initiatives. with ethics, Transparency and accountability (ethics,
but tracking is not done as of now. transparency, accountability).
SECTION D: BR INFORMATION Principle 2: Businesses should provide goods and services that
1. Details of Director/Directors responsible for BR are safe and contribute to sustainability throughout
their life cycle (Safe and sustainable goods and
a. Details of the Director/Directors responsible for services).
implementation of the BR policy/policies:
Principle 3: Businesses should promote the wellbeing of all
The Corporate Social Responsibility (CSR) Committee of employees (Wellbeing of employees).
the Board of Directors is responsible for implementation
of BR policies. The members of the CSR Committee are as Principle 4: Businesses should respect the interests of, and
follows: be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and
S. Name of the Director Category marginalized (responsiveness to all Stakeholders).
No.
1 Mr. Dheeraj G Hinduja Executive Chairman Principle 5: Businesses should respect and promote human
rights (Promoting Human Rights).
2 Ms. Manisha Girotra Independent Director
3 Mr. Sanjay K Asher Independent Director Principle 6: Business should respect, protect, and make
efforts to restore the environment (Protecting the
b. Details of the BR head: environment)
S. Particulars Details Principle 7: Businesses, when engaged in influencing public

No. and regulatory policy, should do so in a responsible
1 DIN Number (if NA manner (responsible Policy advocacy)
Applicable)
Principle 8: Businesses should support inclusive growth and
2 Name Mr. NV Balachander equitable development (Supportive Inclusive
development)
3 Designation Chief Sustainability Officer
and President – CSR, Principle 9: Businesses should engage with and provide value
Communications & Corp Affairs to their customers and consumers in a responsible
manner (Providing Value to customers).
S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 Do u have a policy/ policies for Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the relevant Y Y Y Y Y Y Y Y Y

stakeholders?
3 Does the policy conform to any national/international standards? If Y Y Y Y Y Y Y Y Y
yes, specify?
(Stds such as ISO 14000 (EMS) and TS 16949 (Quality)
4 Has the policy being approved by the Board? If Yes, has it been Y Y Y Y Y Y Y Y Y
signed by MD/owner/CEO/appropriate Board Director?
5 Does the Company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y
Director/Official to oversee the implementation of the policy?
6 Indicate the link for the policy to be viewed online? Ref table below

No.
7 Has the policy been formally communicated to all relevant internal Y Y Y Y Y Y Y Y Y
and external stakeholders?
8 Does the Company have in-house structure to implement the policy/ Y Y Y Y Y Y Y Y Y
policies?
9 Does the Company have a grievance redressal mechanism related Y Y Y Y Y Y Y Y Y
to the policy/policies to address stakeholders’ grievances related to
the policy/policies?
10 Has the Company carried out independent audit/evaluation of the Y Y Y Y
working of this policy by an internal or external agency?
Principle 1 - Businesses should conduct and govern themselves Whistle Blower Policy
with Ethics, Transparency and Accountability (Ethics, Transparency,
Accountability)
Principle 2 Businesses should provide goods and services that are Sustainability Policy
safe and contribute to sustainability throughout their life cycle (Safe Environment Policy
and Sustainable goods and services) Quality Policy
Principle 3 Businesses should promote the wellbeing of all employees Sustainability Policy
(Wellbeing of employees) Occupational Health Safety
Policy
Principle 4 Businesses should respect the interests of, and be CSR Policy
responsive towards all stakeholders, especially those who are Sustainability Policy
disadvantaged, vulnerable and marginalized (Responsiveness to all
Stakeholders)
Principle 5: Businesses should respect and promote human rights Code of Conduct https://www.ashokleyland.com/en/policies
(Promoting Human Rights) Sustainability Policy
Whistle Blower Policy
Principle 6 Business should respect, protect, and make efforts to Environment Policy
restore the environment (Protecting the Environment) Sustainability Policy
Principle 7 Businesses, when engaged in influencing public and Code of Conduct
regulatory policy, should do so in a responsible manner (Responsible Whistle Blower Policy
Policy Advocacy)
Principle 8 Businesses should support inclusive growth and equitable Sustainability Policy
development (Supportive Inclusive Development) CSR Policy
Code of Conduct
Principle 9 Businesses should engage with and provide value to their Code of Conduct
customers and consumers in a responsible manner (Providing Value Quality Policy
to Customers)
2a) If answer to S. No: 1 against any principle, is “No”, please explain why: NOT APPLICABLE
No.
1 The Company has not understood the principles
2 The Company is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles
3 The Company does not have financial or manpower resources
available for the task Not Applicable
4 It is planned to be done within next 6 months

5 It is planned to be done within next 1 year
6 Any other reason (please specify)

3. Governance related to BR
a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the
Company. Within 3 Months, 3-6 Months, Annually, More than 1 year
3-6 months. Please refer “Corporate Governance” section of the Company’s Annual Report for the Year 2021-22 for details of the
various committees and their responsibilities
b. Does the Company publish a BR or a sustainability Report? What is the hyperlink for viewing this report? How frequently it is
published?
Yes. We publish our sustainability Report every year in accordance with GRI Standards, which has information in detail, about all the
Principles.
Principle 1: Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/No. Does it extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others?
The Company has an exhaustive Code of Conduct policy which covers all aspects of ethical practices and lays emphasis on adoption of
the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with matters relating to the Company, which are
covered in all our dealings with any stakeholders viz., suppliers, customers and any joint ventures etc.
We have a strict code of conduct to prevent insider trading and ensure integrity. There are standard communications before board meetings
that communicates the time when they should not trade, and clear instructions about what to do when they do trade.
We have a whistle blower policy and is fundamental to the Company’s professional integrity. In addition, it reinforces the value the Company
places on staff to be honest and respected members of their individual professions. Our Company is committed to satisfy the Company’s
Code of Conduct and Ethics, particularly in assuring that business is conducted with integrity.
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the
management? If so, provide details thereof, in about 50 words or so.
Details of investor complaints received and redressed during the Financial Year 2021-22:
During the year, 20 complaint letters and 1,572 correspondences were received from investors (including 8 letters from the Stock Exchanges/
SEBI SCORES/MCA/NCLT).
Subject Matter of Complaints Pending as on Letters Letters replied Pending as on

March 31, 2021 Received / completed March 31, 2022
Non-receipt of Certificate - 1 1 -
Non-Receipt of Dividend/Interest - 4 4 -
Non-Receipt of Annual Report - 2 2 -
Loss of Share Certificates - 1 1 -
Transmission of shares - 3 3 -
Refund of shares from IEPF Authority - 1 1 -
Others - 8 8 -
Total - 20 20 -
Subject Matter of Correspondence Pending as on LettersLetters replied Pending as on

March 31, 2021 Received / completed March 31, 2022
Regarding Share Certificate - 82 81 1
Regarding Dividend/Interest - 36 36 -
Regarding Annual Report 7 7 -
Issue of Duplicate Share Cert. - 25 25 -
Loss of Share Certificates - 128 123 5
Revalidation of Dividend/Interest 3 242 243 2
Issue of Duplicate Dividend/Interest 1 34 33 2
Procedure for Transmission 1 312 309 4
Change of Address/Bank Mandate - 252 252 -
Other Correspondence - 134 133 1
Unclaimed share certificate - 13 13 -
Unclaimed Dividend - 198 197 1
Claims regarding refund of Shares/Dividend from IEPF authority 3 109 111 1
Total 8 1,572 1,563 17
Shareholder queries shown pending as on March 31, 2022, have been subsequently resolved within the prescribed time limits.

It is of utmost importance for us to ensure that our stakeholders’ b. Reduction during usage by consumers (energy, water) has
concerns are resolved expeditiously. been achieved since the previous year?
Principle 2: Product Life Cycle Sustainability The Company is continuously working towards improving
fuel efficiency, through reduction of energy usage by
1. List up to 3 of your products or services whose design has
incorporated social or environmental concerns, risks and/or consumers, but tracking such reduction is not possible
opportunities. as it is highly dependent on individual customers driving
habits. We ensure that our operations are energy efficient
At Ashok Leyland, we are committed to promote sustainable and have low environmental impact.
mobility and drive progress through better engineered and energy
efficient vehicles. Our focus on the ecosystem and environmental We have been closely working with our suppliers in order
conservation is ingrained in the way we conduct our business. to improve the performance and efficiency of our vehicles.
One such product is DOST with Bosch Fuel system (SCR)
Following are the major products that we launched during which was launched in FY 22 and benefits the customers
2021-22.
with more mileage and hence generating more earning for
We launched a family of CNG buses and trucks under the Project the customer and lesser environmental impact.
Vayu initiative. CNG has cleaner emissions and as a fuel it is
competitive when compared to diesel. This has a direct bearing on 3. Does the Company have procedures in place for sustainable
cost competitiveness for the customer and more environmentally sourcing (including transportation)? If yes, what percentage of
friendly emissions. The technology is mature and per se there your inputs was sourced sustainably?
are no concerning risks. However, the current CNG cylinders
Yes. Amongst our key strategies in supply chain management are
are made of steel and there are opportunities to go for Type 4
local sourcing and green supply chain. Ashok Leyland has a very
composite cylinders which would decrease the unladen weight of
clear laid out policy on sustainable sourcing called the “Green
the vehicle, which means more payload carrying capacity.
Supply chain initiative” through returnable pallets & stillages and
The Kingdom of Bhutan is the only country in the world that is ecofriendly packaging in order to reduce the usage of wood and
carbon negative. In order to support the country’s environmental carton.
conscious approach, we have started delivering BS VI compliant
vehicles. We introduced BS VI compliant N 1920 10.5 CBM Tipper 4. Has the Company taken any steps to procure goods and
in Bhutan in Feb’22. services from local & small producers, including communities
surrounding their place of work? If yes, what steps have been
BADA DOST is the first product built on global LCV platform taken to improve their capacity and capability of local and small
(AL IPR). Subsequent to the phased launch in FY’21, we have vendors?
launched Bada-Dost Pan-India in FY’22. Bada Dost, with an 80
hp engine has best-in-class power & mileage, payload and load Yes. We have a very strong localization policy and 98% of our
body length that enable the customers to carry more in a single suppliers are based in India.
trip. An ideal vehicle for inter and intra city applications owing
to its low turning radius and best-in-class ground clearance, and 5. Does the Company have a mechanism to recycle products and
can negotiate all terrains with ease. Bada Dost has many comfort waste? If yes, what is the percentage of recycling of products
features like 3-seater walkthrough cabin, foldable backrest and waste (separately as <5%, 5-10%, >10%). Also provide
and a host of other car-like ergonomic interiors that focus on details thereof, in about 50 words or so?
driver comfort. Bada Dost is a versatile product that offers a
perfect blend of comfort and performance enhancing customer Towards resource optimization, we have taken focused initiatives
profitability and ownership experience. Available in Left hand (3R-reduce, recycling & reuse concept) in the manufacturing
and right hand version, in E4/E6 versions for export markets. processes. To optimize our material consumption, we also utilize
recycled materials in our processes to the maximum extent. All
2. For each such product, provide the following details in respect our solid waste, packing materials are sold to the authorized
of resource use (energy, water, raw material etc.) per unit of
scrap dealers & further it is recycled & reused by them. The
product (optional):
waste water generated from our operations are recycled &
a. Reduction during sourcing/production/distribution reused for domestic & industrial applications. We emphasize
achieved since the previous year throughout the value reduction of waste at source, followed by recycling and final
chain? disposal in a responsible manner.
As an automobile manufacturer, we continue to contribute PRINCIPLE 3: Employee Wellbeing

in delivering sustainable transport solutions. Innovation is a
core competency that spans across our entire value chain. 1. Total number of employees: 10,101 (Executives, Trainees,
It’s not just the products we create; but also, the solutions Consultant, Associates)
we provide through our state-of-the-art technologies
that translate into cleaner, safer and more connected 2. Total number of employees hired on temporary/contractual/
transportation options for our customers. casual basis – 16,551
We continue to closely work with our suppliers and vendors 3. Total number of permanent women employees – 311 Executives
to reduce the environmental impacts during procurement. and 40 Trainees
There has been a continuous focus on reducing usage
of wood & other non-biodegradable material which 4. Please indicate the Number of permanent employees with
contributes towards sustainable environment. disabilities – 72

5. Do you have an employee association that is recognized by beneficiaries are children who are first generation learners,
management? economically poor, migrated population who are working in
various semi-skilled and unskilled professions. Children who are
Yes. All our Manufacturing locations except Pant Nagar and slow learners in these primary and middle schools have also
Vijayawada have Unions recognized by the Management. been identified as the specific target group to build foundational
numeracy and literacy skills and wellness education.
6. Percentage of your permanent employees is members of this
recognized employee association? – 49.8% Through our “Jal Jeevan” Water Initiative, we have created
infrastructure for Sanitation Improvement in the rural villages,
7. Please indicate the Number of complaints relating to child Spring Shed management and roof top rain water harvesting in
labour, forced labour, involuntary labour, sexual harassment in Rajasthan and Uttarakhand States. Medical Centre facilities and
the last financial year and pending, as on the of the financial Health awareness are continued for Truck Driver Community in
year – Nil Tamil Nadu and Odisha, around 56,133 people were benefitted.
8. What percentage of your under mentioned employees were 3. Are there any special initiatives taken by the Company to
given safety & skill up-gradation training last year? engage with the disadvantaged, vulnerable and marginalized
stakeholders. If so, provide details thereof, in about 50 words
Safety being one of our core values, we are committed to
or so.
continuous improvement of our safety performance. We believe
that providing safe workplace is our key responsibility. We make We believe that education is the most powerful tool for social and
sure that our premises, operations and systems are safe. We economic transformation. Our main initiative “Road to School”
have a safety policy which covers all the manufacturing plants, is a holistic child development initiative focused on education,
R&D, warehouse, distribution centers and office buildings. We are health and wellbeing of underprivileged children. In the year
constantly looking for ways to strengthen our safety performance 2021-22, due to pandemic related school closures, we created a
across facilities & locations. We provide safety trainings to strategy to reach out to children through online medium as well
the new joiners and refresher safety training is conducted as by setting up small community learning groups. During the
periodically. Skill upgradation is also part of our strategic plan pandemic, our focus was to mitigate any learning loss due to
where employees are identified based on the need & provided school closures and improve social and emotional wellbeing of
the training across all the levels. Now we provide safety trainings students and parents during lockdowns. We were instrumental in
through digital mode also. As per the Road map of Safety for reaching out to 60000 plus students with digital learning to avoid
five years, awareness given on ISO 45001 – Occupational health learning loss. During the year, 36 more rural schools from Jammu
& safety management system to all employees of AL units. & Kashmir were added under the Road to School Program, thus
In all our manufacturing plants, we also conduct mock drills directly impacting 96000 students per year in association with
periodically to handle any emergencies. As a part of capability our partners; Hinduja Leyland Finance, Hinduja Housing Finance,
building, Lead auditor and Internal auditor trainings given to Hinduja Tech Limited and Gulf Oil Lubricants India Limited.
identified executives by IRQS, certifying body. All seven AL
plants have been certified with ISO 45001- Occupational Health Through our “Jal Jeevan” Water Initiative, we have created
and Safety Management System. In the recently conducted EHS infrastructure for underprivileged community for Sanitation
Excellence Award ceremony by Confederation of Indian Industries and Drinking Water in rural Villages of Rajasthan, Spring Shed
(CII), our manufacturing plants won 9 EHS Maturity Awards and Management and Roof Top rain water harvesting in Uttarakhand.
6 Special Category Awards. Our Hosur 2 plant has won Gold During 2021-22, we have completed the following projects :-
Award and Pantnagar, Hosur 1, Hosur 3 (CPPS) and Foundry
Division, Sriperumbudur have won Silver awards.  Alwar District, Rajasthan
 Construction Roof Rain Water Systems - 133 for
PRINCIPLE 4: Stakeholder Engagement Individuals and 9 for Communities
1. Has the Company mapped its internal and external stakeholders?  Recharging of 21 Borewells / Tubewells
 Construction of 86 toilets to avoid open defecation
Yes. At Ashok Leyland, we believe that stakeholder engagement
 Mini Sprinklers / Pipe Sprinklers installed in 59 acres
is a key to sustainable growth which helps in fostering long
term relationships with our stakeholders. We have identified  Pipeline support provided – 16,955 mtrs
employees, Dealers/customers, suppliers, Regulatory Authorities,  Total beneficiaries – 4,927 people
NGOs, School Management committees and Community as our  Nainital District, Uttarakhand
primary stakeholders. We engage with our stakeholders based
on trust, transparency and accountability. In response to COVID  35 springs in Himalayan springs rejuvenated
-19 pandemic lock-down, we conducted socio economic survey  94 Roof Rain-Water Harvesting systems constructed
of 40000 households in our CSR Locations.  Water Recharge enhanced thro’ springs : 114 Lakh
Litres
2. Out of the above, has the Company identified the disadvantaged,
vulnerable & marginalized stakeholders?  Water harvested thro’ RRWHS : 21 Lakh Litres
 36 Electricity-free water filters issued to Govt Schools
Yes. Our CSR team have identified schools in remote rural villages
 24,814 plantations done
in Thiruvallur, Krishnagiri, Namakkal and Salem districts of Tamil
Nadu State, Alwar in Rajasthan, Bhandara in Maharashtra. In  Employment opportunity generated worth of `67.74
2021-22, we have identified marginalized communities in Jammu Lakhs
and Kashmir valley to extend our CSR programs. Our target  Total beneficiaries – 9,548

Historic Monument of Alwar – Moosi Rani Sagar was rejuvenated Effort from product:
fully and dedicated to the people of Alwar on 22nd March 2022.
• CNG & Hybrid buses
PRINCIPLE 5: Human Rights • CNG – Light Commercial Vehicles
1. Does the policy of the Company on human rights cover only
the Company or extend to the Group/Joint Ventures/ Suppliers/ CNG burns cleaner and hence has emission after treatment
systems that are less expensive and less complicated. Naturally
Contractors/NGOs/Others?
limiting use of SCR technology and the associated consumables
The Company doesn’t have a separate Human Rights policy. We such as urea significantly help the environment.
ensure compliance with all applicable laws of the land pertaining
3. Does the Company identify and assess potential environmental
to human rights, to preserve the rights of all its internal and
risks?
external stakeholders. Aspects of human rights such as child
labour, forced labour, occupational safety, non-discrimination are Yes. Stringent vehicular emission norms, fluctuating fuel prices
covered by its various Human Resource policies. We also ensure coupled with Global climate change, are the key business risks
that human rights clauses such as collective bargaining, equal for the automobile industry. Water is identified as one of
opportunities and prohibition of child and forced labour are the foremost environmental risk and we are working on RWH
practiced and included in our contracts with our suppliers. projects. We have an Environmental Management System in
place to identify and assess potential environmental risks arising
2. How many stakeholder complaints have been received in the
from our operations. To mitigate these risks, we at Ashok Leyland
past financial year and what percent was satisfactorily resolved
continue our focus on a green approach’ and have initiated
by the management?
several measures in adding green cover across our manufacturing
There have been no cases of discrimination and human right plants, water harvesting, recycling, and introducing alternative
breaches during the reporting period. sources of energy such as solar power etc.
All products of the Company fully conform to the mandated

PRINCIPLE 6: Environmental
government norms.
1. Does the policy related to Principle 6 cover only the Company
4. Does the Company have any project related to Clean
or extends to the Group/Joint Ventures/Suppliers/Contractors/
Development Mechanism? If so, provide details thereof. Also,
NGOs/others?
if yes, whether any environmental compliance report is filed?
The Company has a Sustainability Policy in place which covers
We are committed to complying fully with all applicable
only the Company.
environmental laws and regulations that are imposed by Ministry
2. Does the Company have strategies/initiatives to address global of Environment and Forest & Climate Change (MoEFCC) and
environmental issues such as climate change, global warming, Central/ State Pollution Control Board.
etc.? If yes, give hyperlink for the webpage etc.
5. Has the Company undertaken any other initiatives on – clean
We are conscious of the impact of our manufacturing operations technology, energy efficiency, renewable energy, etc.? Y/N. If
as well as products on the local and global environment due yes, please give hyperlink for web page etc.
to GHG emissions and resource consumption throughout their
Our focus on the ecosystem and environmental conservation
life cycle. Our approach towards climate change mitigation
is ingrained in the way we conduct our business. Some of our
focuses on product innovation to improve their fuel efficiency
initiatives are highlighted below:
and reducing the environmental footprint of our manufacturing
operations. Few of our efforts are listed below: • Green power utilization (Wind & Solar), lower emission
fuels, EV, CNG, Development of BS VI engines.
Efforts from plant operations:
• Energy conservation (both electricity & thermal) activities • Process: Cleaner technology – Energy & water conservation,
across all the plants using the hazardous waste as alternate fuel & materials,
Recycling & reusing the water, CFC free chillers & A/Cs.
• Procurement of green electricity (wind mill) & installation
of solar panels • Installed energy efficient equipment – Heat pumps, Energy
efficient motors, installation of VFDs, LED lights, turbo
• Scope 1 emission reduction through lesser emission fuels ventilators etc.
such as propane & LPG instead of diesel
• Renewable energy: Wind energy, solar power.
• Mass plantation of saplings
The usage of wind energy was around 26% of the total
• Water conservation projects (water consumption reduction power consumption & it was 64.44 million Units. Similarly,
is equivalent to emission reduction) the usage of solar energy through 10.14 MW roof top solar
power across AL units and 75 MWp solar park at Sivagangai
• Migration into R134 refrigerant gas from R22 gas in the District, in Tamil Nadu, resulted in total consumption of
chillers & A/c 113.25 Million units in FY22 which was 45% of the total

consumption Company Green Energy initiative realized a the waste generated from our operations are disposed
very impressive reduction in emissions by 1,45,706 tco2e. off in an environmentally sound manner and as per the
Now, the Company stands at 80% of renewable energy in regulatory requirements.
Tamil Nadu and 71% throughout India.
We are actively pursuing cutting-edge technologies such as
• Energy Management: Our energy approach centers work electric vehicles, hydrogen internal combustion engines and
on maximizing efficiency and reducing energy wastage. hydrogen fuel cells. In addition to this, we have constantly
Being part of an energy intensive sector, we continuously reduced vehicle weight by going for better steel grades to
strive to manage our energy needs responsibly and seek improve power to weight ratio of our vehicles.
opportunities to improve efficiency. Our energy needs
are met by a mix of High Speed Diesel (HSD), Liquefied 6. Are the Emissions/Waste generated by the Company within the
Petroleum Gas (LPG) and electricity. We also focus on permissible limits given by CPCB/SPCB for the financial year
increasing our share of renewable energy in our overall being reported?
energy mix. We source wind power from external source
at our Hosur and Ennore plants. We also utilize energy We undertake several initiatives to ensure that the emissions,
produced from biomass. effluents and waste generated as a result of our operations are
well within the permissible limits prescribed by Central Pollution
• Water Management: AL is a Water Positive Company Control Board (CPCB) and State Pollution Control Board (SPCB).
certified by M/S DNV GL. Ground water Consumption
has been minimized across all manufacturing units by 7. Number of show cause/legal notices received from CPCB/ SPCB
implementing Rainwater Harvesting and other water which are pending (i.e. not resolved to satisfaction) as on end
efficiency Improvements. We are committed to minimize of Financial Year.
our water footprint and reduce the freshwater consumption
There is no show cause notices from either CPCB or SPCB in the
by reusing as much water as possible in our processes.
reporting period.
Our primary sources of water supply for the operational
use are ground water, surface water, purchased water, PRINCIPLE 7: Policy Advocacy
municipal supply. We have taken several initiatives such as
rainwater harvesting, water recycling, etc. to reduce our 1. Is your Company a member of any trade and chamber or
specific water consumption year on year. Around 65-70% association? If Yes, Name only those major ones that your
of the fresh water consumed is recovered through Sewage/ business deals with.
Effluent Treatment/Zero Liquid Discharge. Plants put the
treated water into use both for inland gardening as well as We are active members of CII, SIAM, FICCI and ASSOCHAM.
process applications. All our manufacturing sites are Zero
Liquid Discharge (ZLD) facilities and we regularly reuse/ 2. Have you advocated/lobbied through above associations for
recycle treated wastewater for gardening. All our plants the advancement or improvement of public good? Yes/No;
have rainwater harvesting arrangements. if yes specify the broad areas (drop box: Governance and
Administration, Economic Reforms, Inclusive Development
• Biodiversity: Afforestation was undertaken towards Policies, Energy security, Water, Food Security, Sustainable
enhancing biodiversity. About 56,179 trees were planted Business Principles, Others)
in 18585sqm (20 locations) in a phased manner so far
in FY22. Total tree plantations inside and outside plants Through our long-standing association with SIAM, CII, FICCI
in FY22 is 49,812 nos. We put every effort to protect it and ASSOCHAM, we have been participating in the process of
through various initiatives. We have developed water improving all major auto policy issues which are directly or
bodies through water-run off and carried out tree indirectly impacting us. On a regular basis we participate in
plantation at our manufacturing sites. We nurture more the policy framing exercises organized by these organizations.
than 700,000 trees and saplings within our campus. We Apart from this, we contribute to improve the infrastructure on
make sincere efforts to cultivate these saplings and ensure transportation and Skill Development in the field.
a high survival rate. Our activities at various sites have
PRINCIPLE 8: Inclusive Growth
attracted a variety of migratory birds and also provided a
home to different avian fauna like ducks, peacocks etc. The 1. Does the Company have specified programmes/initiatives/
pond also acts as a conducive place for breeding of fishes projects in pursuit of the policy related to Principle 8? If yes
& turtles. Our initiatives have also led to the forming of details thereof.
good & safe habitats for Neel Gay, Rozary species of Deer,
Rabbits etc. Yes. At Ashok Leyland, we care by demonstrating a purpose
beyond profit and believe in making a meaningful change in
• Waste Management: We constantly endeavor to minimize the lives we touch. Our business priorities co-exist with social
waste generation at the source and ensure responsible commitments to drive holistic development of communities. We
waste disposal. At our sites, we are committed to ‘Zero have chosen education as our main-focus in our CSR initiatives.
Waste to landfill’ and thus, we incessantly strive to recycle The primary objective of this initiative is to reach education to
and reuse our waste through various initiatives such as co- the remote areas of the group that we are working with and
processing, stabilization of ETP sludge, etc. Non-hazardous ensure that they get learning opportunities.
wastes such as packaging material and scrap are recycled
and reused. Waste elimination is one of the most effective We also focus on health, hygiene and wellbeing issues; as well as
ways to increase the profitability of any business. All efforts working with the local authorities in strengthening infrastructure
are made to eliminate waste at source. We ensure that requirements in the schools that we have chosen to work in

remote areas. We have undertaken few other developmental grade 9 has improved significantly indicating that communities
initiatives around our manufacturing facilities that provide have understood the significance of higher education for their
consistent support to educational, medical and charitable children. During the pandemic related school closures, many
organizations. parents from rural areas responded positively to digital learning
by purchasing smart phones and data packs to support online
2. Are the programmes/projects undertaken through in-house learning. We created more than 450 online groups and 200
team/own foundation/external NGO/government structures/ community learning center’s to facilitate learning and reach out
any other organization? to 60,000 plus students.
We work with various not-for-profit and non-governmental PRINCIPLE 9: Customer Value
organizations to implement our CSR programmes. They serve as
a catalyst to achieve our objectives of sustainable and inclusive 1. What percentage of customer complaints/consumer cases are
development. We encourage all our employees to volunteer pending as on the end of financial year?
for CSR activities as this opportunity provides employees to
look beyond their routine work and contribute towards the Customer complaints: Your Company focusses on delivering
development of society. exceptional experiences for its customers through various
customer centric initiatives. Your Company has best in class after
3. Have you done any impact assessment of your initiative? sales service and hear our customers through various mediums
such as 24X7 Call center toll free no, website, social media
Yes, we do structured impact assessment of our initiatives that etc. We have a dedicated complaint management system to
has been undertaken. The Company has positive feedback of its monitor and facilitate faster resolution of customer complaints.
efforts from the community and environment. The customer complaints are being attended for restoration of
vehicles and resolution of 94% issues within 2 days.
For our Road to School initiative, we launched a customized
Learning Enhancement and Practice (LEAP) content and 2. Does the Company display product information on the product
worksheets for children in order to bridge learning gaps. During label, over and above what is mandated as per local laws? Yes/
the pandemic year 2021-22, our focus was on foundational No/N.A./Remarks (additional information)
numeracy and literacy to mitigate learning loss during prolonged
school closures. The content was aligned with the current An Owner’s Manual is provided to every customer on purchase
syllabus of Tamil Nadu state. Impact assessment of the project of a vehicle. The manual contains information related to safety,
was carried out by Madras School of Social work, a renowned operation and maintenance of the vehicle.
social development institute in India. The results of the
assessment indicate that our CSR initiative Road to School has 3. Is there any case filed by any stakeholder against the Company
met the intended commitments. regarding unfair trade practices, irresponsible advertising and/
or anti-competitive behavior during the last five years and
4. What is your Company’s direct contribution to community pending as on end of financial year. If so, provide details
development projects- Amount in ` and the details of the thereof, in about 50 words or so.
projects undertaken?
No such case pending as on 31st March 2022.
Total expenditure incurred during the year is ` 16.93 Crores. For
details please refer to Annual Report 2021-22. 4. Did your Company carry out any consumer survey/ consumer
satisfaction trends?
5. Have you taken steps to ensure that this community development
initiative is successfully adopted by the community? Please We have several market and customer facing initiatives which
explain in 50 words, or so. ensures active communication and engagement, such as call
centers, dealer showrooms, service centers and customer service
Yes. The Road to school program has impacted the community camps etc. We also carry out regular surveys with the dealers/
by creating awareness on the value of education among the customers. Customer Satisfaction Index (CSI) survey for FY22 will
illiterate parents. Admissions have improved, dropout rates be conducted in FY23 and the results will be published by Q2
have decreased, transition from grade 5 to 6 and grade 8 to FY23.

Independent auditors’ report
To the Members of Ashok Leyland Limited Basis for opinion

3. We conducted our audit in accordance with the Standards on
Report on the Audit of the Standalone Ind AS financial statements
Auditing (SAs) specified under Section 143(10) of the Act. Our
Opinion responsibilities under those Standards are further described in
the “Auditor’s Responsibilities for the Audit of the standalone
1. We have audited the accompanying standalone Ind AS financial Ind AS Financial Statements” section of our report. We are
statements of Ashok Leyland Limited (“the Company”), which independent of the Company in accordance with the Code of
Standalone
comprise the Balance Sheet as at March 31, 2022, and the Ethics issued by the Institute of Chartered Accountants of India
Statement of Profit and Loss (including Other Comprehensive together with the ethical requirements that are relevant to our
Income), the Statement of Changes in Equity and the Statement audit of the standalone Ind AS financial statements under the
of Cash Flows for the year then ended, and notes to the provisions of the Act and the Rules thereunder, and we have
standalone Ind AS financial statements, including a summary of fulfilled our other ethical responsibilities in accordance with
significant accounting policies and other explanatory information. these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to
2. In our opinion and to the best of our information and according provide a basis for our opinion.
to the explanations given to us, the aforesaid standalone Ind
Key audit matters
AS financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required 4. Key audit matters are those matters that, in our professional
and give a true and fair view in conformity with the accounting judgment, were of most significance in our audit of the
principles generally accepted in India, of the state of affairs of standalone Ind AS financial statements of the current period.
the Company as at March 31, 2022, and total comprehensive These matters were addressed in the context of our audit of the
income (comprising of profit and other comprehensive loss), standalone Ind AS financial statements as a whole and in forming
changes in equity and its cash flows for the year then ended. our opinion thereon, and we do not provide a separate opinion
on these matters.
Key audit matter How our audit addressed the key audit matter
I. Impairment
a. Carrying value of Investments in equity instruments of As part of our audit, our procedures included the following:
subsidiaries (excluding Optare Plc), joint ventures and
associates • We obtained an understanding and assessed the design,
implementation and operating effectiveness of management’s
(Refer to Note 1B.17, Note 1B.11 and Note 1C to the standalone relevant internal controls to identify whether there are any
Ind AS financial statements regarding the recognition, valuation indicators of impairment and where such indicators exists, the
and disclosure methods of equity instruments in subsidiaries, method by which the recoverable amount is determined by the
joint ventures and associates, ‘Impairment Losses’ and management. Specifically, we focused on management controls to
‘Critical accounting judgements and key sources of estimation conclude on the appropriateness of future cash flows (including
uncertainty’ respectively) terminal cash flow) and key assumptions used in arriving at the
recoverable amount and fair value, as applicable.
In the standalone Ind AS financial statements of the Company,
the gross carrying value of equity investments in subsidiaries, • We evaluated the following:
joint ventures and associates is ` 2,890.74 crores against which
a cumulative provision for impairment of ` 499.20 crores is - Terminal growth rate by comparing with the long-term
outstanding as at March 31, 2022. outlook based on the relevant macroeconomic outlook for
the geography in which the entities are operating.
Determination of carrying value of investments is a key audit
matter as the amounts are significant to the standalone Ind - Board approved budgets considering growth and other cash
AS financial statements and the determination of recoverable flow projections provided by the Company’s management
value and/or impairment assessment involves significant and compared these with the actual results of earlier years
management judgement. to assess the appropriateness of forecast.
The key inputs and judgements involved in the model for - the competence, capabilities and objectivity of the
impairment assessment of investments include future cash management’s expert involved in the valuation process.
flows of the respective entities, the discount rate and the long-
term growth rates used.

b. Fair value of investment in other equity instruments • We along with the auditors’ experts evaluated the appropriateness
of the measurement model and reasonableness of key assumptions
(Refer to Note 1B.17 and Note 1C to the standalone Ind AS like terminal growth rate and discount rate.
financial statements regarding the recognition, valuation and
disclosure methods of equity instruments in others’ and • We performed sensitivity tests on the model by analysing the
‘Critical accounting judgements and key sources of estimation impact of using other possible growth rates and discount rates
uncertainty’ respectively) within a reasonable and foreseeable range.
In the standalone Ind AS financial statements of the Company, • We evaluated the adequacy of the disclosures made in the
equity investments in others is ` 109.66 crores valued at fair standalone Ind AS financial statements.
value on a recurring basis, and where no listed price in an
active market is available. Based on the above procedures performed, we did not identify any
significant exceptions in the management’s assessment in relation to
The valuation of these other equity instruments is a key audit the carrying value of equity investments in subsidiaries, joint venture,
matter as the determination of fair value involves significant and associates; and that of fair value of investment in other equity
management judgement as no active market, observable instruments.
inputs are available.
The key inputs and judgements involved in the model for fair
value assessment of investments include future cash flows of
the respective entities, the discount rate and the long-term
growth rates used.
c. Assessment of impairment loss provision reversal of As part of our audit, our procedures included the following:
investment in Optare PLC, UK, subsidiary of the Company
• We obtained an understanding and assessed the design,
(Refer to Note 1B.17, Note 1B.11 and Note 1C to the standalone implementation and operating effectiveness of management’s
Ind AS financial statements regarding the recognition, valuation relevant internal controls over assessment of indicators for
and disclosure methods of equity instruments in subsidiaries, impairment loss provision reversal.
joint ventures and associates, ‘Impairment Losses’ and
‘Critical accounting judgements and key sources of estimation • We assessed (through an analysis of internal and external factors
uncertainty’ respectively) impacting the investment) the indicators of impairment loss
provision reversal in line with Ind AS 36 “Impairment of Assets”.
The carrying amount of the Company’s investment in
Optare PLC as at March 31, 2022 amounted to ` 931.58 crores. • In relation to the impairment loss provision reversal, we considered:
As set out in Note 3.25 to the standalone Ind AS financial - The equity investment by an external investor in the
statements, this is after considering the reversal of impairment step-down subsidiary of the Company.
loss provision amounting to ` 781.19 crores.
- Communications including non-binding offers by potential
The fair value is mainly driven based on equity infusion by investors in the step-down subsidiaries of the Company.
an external strategic investor in Optare PLC’s subsidiary and
interest shown by potential investors. Further, the fair value - Improved market outlook especially on account of growing
is also supported by a valuation report from an independent demand for adoption of Electric vehicles.
valuer.
- Extensive internal restructuring relating to the company
This is an area of focus for the audit due to the significance structure and management, such as onboarding experts as
of the carrying value, the inherent judgements involved in key managerial personnel and setting up of a new plant.
performing an impairment assessment and reversal thereof
- External valuation report by an independent valuer
of impairment loss provision based on internal and external
source of information and the inherent uncertainty of the • While evaluating the valuation model, we considered the following:
projections due to factors, both, locally and globally.
- Board approved budgets considering growth based on
industry reports and other cash flow projections provided by
the Company’s management to assess the appropriateness
of forecast.
- Terminal growth rate by comparing with the long-term
outlook based on the relevant macroeconomic outlook for
the geography in which the entities are operating.
- The competence, capabilities and objectivity of the
management’s expert involved in the valuation process.
• We, along with the auditors’ expert, evaluated the appropriateness
like terminal growth rate and discount rate.

• We performed sensitivity tests on the model by analysing the
impact of using other possible growth rates and discount rates
within a reasonable and foreseeable range.
• Read the audit opinion of auditors of Optare Plc the ‘component
auditors’ and the related memorandum of work performed and
noted that there are no adverse or qualificatory comments relating
to impairment loss provision reversal.
• We evaluated the adequacy of the disclosures made in the
standalone Ind AS financial statements.
• Based on the above procedures performed, we did not identify
any significant exceptions in the management’s assessment in
relation to the impairment loss provision reversal of investment in
Optare Plc.
Other Information related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
5. The Company’s Board of Directors is responsible for the other Company or to cease operations, or has no realistic alternative
information. The other information comprises the information but to do so. Those Board of Directors are also responsible for
included in the Annual report (i.e. Board’s report, Report on overseeing the Company’s financial reporting process.
Corporate Governance and Management Discussion and Analysis
Report), but does not include the standalone Ind AS financial Auditor’s responsibilities for the audit of the standalone Ind AS
statements and our auditor’s report thereon. financial statements
Our opinion on the standalone Ind AS financial statements does 8. Our objectives are to obtain reasonable assurance about whether
not cover the other information and we do not express any form the standalone Ind AS financial statements as a whole are free
of assurance conclusion thereon. from material misstatement, whether due to fraud or error, and
to issue an auditors’ report that includes our opinion. Reasonable
In connection with our audit of the standalone Ind AS financial assurance is a high level of assurance but is not a guarantee that
statements, our responsibility is to read the other information an audit conducted in accordance with SAs will always detect a
and, in doing so, consider whether the other information is material misstatement when it exists. Misstatements can arise
materially inconsistent with the standalone Ind AS financial from fraud or error and are considered material if, individually or
statements or our knowledge obtained in the audit or otherwise in the aggregate, they could reasonably be expected to influence
appears to be materially misstated. If, based on the work we have the economic decisions of users taken on the basis of these
performed, we conclude that there is a material misstatement of standalone Ind AS financial statements.
this other information, we are required to report that fact.
9. As part of an audit in accordance with SAs, we exercise professional
We have nothing to report in this regard. judgment and maintain professional scepticism throughout the
Responsibilities of management and those charged with governance audit. We also:
for the standalone Ind AS financial statements ● Identify and assess the risks of material misstatement of
6. The Company’s Board of Directors is responsible for the matters the standalone Ind AS financial statements, whether due
stated in Section 134(5) of the Act with respect to the preparation to fraud or error, design and perform audit procedures
of these standalone Ind AS financial statements that give a true responsive to those risks, and obtain audit evidence that
and fair view of the financial position, financial performance, is sufficient and appropriate to provide a basis for our
changes in equity and cash flows of the Company in accordance opinion. The risk of not detecting a material misstatement
with the accounting principles generally accepted in India, resulting from fraud is higher than for one resulting from
including the Accounting Standards specified under Section error, as fraud may involve collusion, forgery, intentional
133 of the Act. This responsibility also includes maintenance of omissions, misrepresentations, or the override of internal
adequate accounting records in accordance with the provisions control.
of the Act for safeguarding of the assets of the Company and for ● Obtain an understanding of internal control relevant to
preventing and detecting frauds and other irregularities; selection the audit in order to design audit procedures that are
and application of appropriate accounting policies; making appropriate in the circumstances. Under Section 143(3)(i) of
judgments and estimates that are reasonable and prudent; and the Act, we are also responsible for expressing our opinion
design, implementation and maintenance of adequate internal on whether the Company has adequate internal financial
financial controls, that were operating effectively for ensuring the controls with reference to standalone Ind AS financial
accuracy and completeness of the accounting records, relevant statements in place and the operating effectiveness of such
to the preparation and presentation of the standalone Ind AS controls.
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error. ● Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
7. In preparing the standalone Ind AS financial statements, related disclosures made by management.
management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters

● Conclude on the appropriateness of management’s use of (d) In our opinion, the aforesaid standalone Ind AS financial
the going concern basis of accounting and, based on the statements comply with the Accounting Standards specified
audit evidence obtained, whether a material uncertainty under Section 133 of the Act.
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a (e) On the basis of the written representations received from
going concern. If we conclude that a material uncertainty the directors as on March 31, 2022 taken on record by the
exists, we are required to draw attention in our auditor’s Board of Directors, none of the directors is disqualified as
report to the related disclosures in the standalone Ind AS on March 31, 2022 from being appointed as a director in
financial statements or, if such disclosures are inadequate, terms of Section 164(2) of the Act.
to modify our opinion. Our conclusions are based on the
(f) With respect to the adequacy of the internal financial
audit evidence obtained up to the date of our auditors’
controls with reference to financial statements of the
report. However, future events or conditions may cause
Company and the operating effectiveness of such controls,
the Company to cease to continue as a going concern.
refer to our separate Report in “Annexure A”.
● Evaluate the overall presentation, structure and content of
(g) With respect to the other matters to be included in
the standalone Ind AS financial statements, including the
the Auditor’s Report in accordance with Rule 11 of the
disclosures, and whether the standalone Ind AS financial
Companies (Audit and Auditors) Rules, 2014 (as amended),
statements represent the underlying transactions and
in our opinion and to the best of our information and
events in a manner that achieves fair presentation.
according to the explanations given to us:
10. We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit i. The Company has disclosed the impact of pending
and significant audit findings, including any significant deficiencies litigations on its financial position in its standalone
in internal control that we identify during our audit. Ind AS financial statements – Refer Note 3.9 to the
standalone Ind AS financial statements;
11. We also provide those charged with governance with a statement
ii. The Company was not required to recognise a
that we have complied with relevant ethical requirements provision as at March 31, 2022 under the applicable
regarding independence, and to communicate with them all law or accounting standards, as it does not have any
relationships and other matters that may reasonably be thought material foreseeable losses on long-term contract
to bear on our independence, and where applicable, related including derivative contracts;
safeguards.
iii. There were no amounts which were required to be
12. From the matters communicated with those charged with transferred to the Investor Education and Protection
governance, we determine those matters that were of most Fund by the Company during the year ended March
significance in the audit of the standalone Ind AS financial 31, 2022.
statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless iv. (a) The management has represented that, to the
law or regulation precludes public disclosure about the matter best of its knowledge and belief, as disclosed
in the notes to the accounts, no funds have
or when, in extremely rare circumstances, we determine that a
been advanced or loaned or invested (either
matter should not be communicated in our report because the
from borrowed funds or share premium or
adverse consequences of doing so would reasonably be expected
any other sources or kind of funds) by the
to outweigh the public interest benefits of such communication.
Company to or in any other person or entities,
Report on other legal and regulatory requirements including foreign entities (“Intermediaries”),
with the understanding, whether recorded in
13. As required by the Companies (Auditor’s Report) Order, 2020 writing or otherwise, that the Intermediary
(“the Order”), issued by the Central Government of India in shall, whether, directly or indirectly, lend or
terms of sub-section (11) of Section 143 of the Act, we give in the invest in other persons or entities identified in
Annexure B a statement on the matters specified in paragraphs 3 any manner whatsoever by or on behalf of the
and 4 of the Order, to the extent applicable. Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of
14. As required by Section 143(3) of the Act, we report that: the Ultimate Beneficiaries (Refer Note 3.19 to
the standalone Ind AS financial statements);
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief (b) The management has represented that, to the
were necessary for the purposes of our audit. best of its knowledge and belief, as disclosed
in the notes to the accounts, no funds have
(b) In our opinion, proper books of account as required by law been received by the Company from any
have been kept by the Company so far as it appears from person or entity, including foreign entities
our examination of those books. (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise,
(c) The Balance Sheet, the Statement of Profit and Loss that the Company shall, whether, directly or
(including Other Comprehensive Income), the Statement of indirectly, lend or invest in other persons or
Changes in Equity and the Statement of Cash Flows dealt entities identified in any manner whatsoever
with by this Report are in agreement with the books of by or on behalf of the Funding Party (“Ultimate
account. Beneficiaries”) or provide any guarantee,

security or the like on behalf of the Ultimate Schedule V to the Act. As stated in Note 3.8 to the standalone
Beneficiaries (Refer Note 3.19 to the standalone Ind AS financial statements, the Company will place the
Ind AS financial statements); and managerial remuneration paid/provided in excess of the limits
before shareholders for their approval in the ensuing annual
(c) Based on such audit procedures that we general meeting.
considered reasonable and appropriate in
the circumstances, nothing has come to our For Price Waterhouse & Co Chartered Accountants LLP
notice that has caused us to believe that the Firm Registration Number: 304026E/E-300009
representations under sub-clause (a) and (b) Chartered Accountants
contain any material misstatement.
v. The dividend declared and paid during the year by
the Company is in compliance with Section 123 of A. J. Shaikh
the Act. Partner
Membership Number: 203637
15. Except for managerial remuneration aggregating to ` 17.81 UDIN : 22203637AJGWFN8986
crores, the managerial remuneration paid/ provided for by
the Company is in accordance with the requisite approvals Place: Chennai
as mandated by the provisions of Section 197 read with Date: May 19, 2022

Annexure A to Independent Auditors’ Report
Referred to in paragraph 14 (f) of the Independent Auditors’ Report of even date to the members of Ashok Leyland Limited on the
standalone Ind AS financial statements for the year ended March 31, 2022
Report on the Internal Financial Controls with reference to Standalone Financial Statements under clause (i) of sub-section 3 of Section 143
of the Act
1. We have audited the internal financial controls with reference to Meaning of Internal Financial Controls with reference to financial
financial statements of Ashok Leyland Limited (“the Company”) statements
as of March 31, 2022 in conjunction with our audit of the
6. A company’s internal financial controls with reference to financial
standalone Ind AS financial statements of the Company for the
statements is a process designed to provide reasonable assurance
year ended on that date.
regarding the reliability of financial reporting and the preparation
Management’s Responsibility for Internal Financial Controls of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal
2. The Company’s management is responsible for establishing and financial controls with reference to financial statements includes
maintaining internal financial controls based on the internal those policies and procedures that (1) pertain to the maintenance
control over financial reporting criteria established by the of records that, in reasonable detail, accurately and fairly reflect
Company considering the essential components of internal the transactions and dispositions of the assets of the company;
control stated in the Guidance Note on Audit of Internal Financial (2) provide reasonable assurance that transactions are recorded
Controls Over Financial Reporting (“the Guidance Note”) issued as necessary to permit preparation of financial statements in
by the Institute of Chartered Accountants of India (“ICAI”). accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made
These responsibilities include the design, implementation and
only in accordance with authorisations of management and
maintenance of adequate internal financial controls that were
directors of the company; and (3) provide reasonable assurance
operating effectively for ensuring the orderly and efficient
regarding prevention or timely detection of unauthorised
conduct of its business, including adherence to company’s
acquisition, use, or disposition of the company’s assets that
policies, the safeguarding of its assets, the prevention and
could have a material effect on the financial statements.
detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable Inherent Limitations of Internal Financial Controls with reference to
financial information, as required under the Act. financial statements
Auditors’ Responsibility 7. Because of the inherent limitations of internal financial controls

with reference to financial statements, including the possibility
3. Our responsibility is to express an opinion on the Company’s of collusion or improper management override of controls,
internal financial controls with reference to financial statements material misstatements due to error or fraud may occur and not
based on our audit. We conducted our audit in accordance with be detected. Also, projections of any evaluation of the internal
the Guidance Note and the Standards on Auditing deemed to financial controls with reference to financial statements to
be prescribed under Section 143(10) of the Act to the extent future periods are subject to the risk that the internal financial
applicable to an audit of internal financial controls, both controls with reference to financial statements may become
applicable to an audit of internal financial controls and both inadequate because of changes in conditions, or that the degree
issued by the ICAI. Those Standards and the Guidance Note of compliance with the policies or procedures may deteriorate.
require that we comply with ethical requirements and plan and Opinion
perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to financial 8. In our opinion, the Company has, in all material respects, an
statements was established and maintained and if such controls adequate internal financial controls system with reference to
operated effectively in all material respects. financial statements and such internal financial controls with
reference to financial statements were operating effectively as
4. Our audit involves performing procedures to obtain audit at March 31, 2022, based on the internal control over financial
evidence about the adequacy of the internal financial controls reporting criteria established by the Company considering the
system with reference to financial statements and their essential components of internal control stated in the Guidance
operating effectiveness. Our audit of internal financial controls Note issued by ICAI.
with reference to financial statements included obtaining an
understanding of internal financial controls with reference to For Price Waterhouse & Co Chartered Accountants LLP
financial statements, assessing the risk that a material weakness Firm Registration Number: 304026E/E-300009
exists, and testing and evaluating the design and operating Chartered Accountants
effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditors’ judgement,
including the assessment of the risks of material misstatement A. J. Shaikh
of the financial statements, whether due to fraud or error. Partner
5. We believe that the audit evidence we have obtained is sufficient UDIN: 22203637AJGWFN8986
and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system with reference to Place: Chennai
financial statements. Date: May 19, 2022

Annexure B to Independent Auditors’ Report
Referred to in paragraph 13 of the Independent Auditors’ Report of even date to the members of Ashok Leyland Limited on the standalone
Ind AS financial statements as of and for the year ended March 31, 2022.
i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of property,
plant and equipment.
(B) The Company is maintaining proper records showing full particulars of intangible assets.
(b) The property, plant and equipment are physically verified by the management according to a phased programme designed to cover
all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the
nature of its assets. Pursuant to the programme, a portion of the property, plant and equipment has been physically verified by the
Management during the year and no material discrepancies have been noticed on such verification.
(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements
are duly executed in favour of the lessee), as disclosed in note 1.1 on property, plant and equipment and note 1.1A on right-of-use
asset, to the standalone Ind AS financial statements, are held in the name of the Company, except for the following:
Description of Gross Held in the name of Whether promoter, Period held Reason for not being held in
property carrying director or (i.e date of the name of the Company
value their relative or capitalisation)
(` Crores) employee
Toopran, 15.15 Telangana State Industrial No Refer Note 1 Refer note 1.1 of the
Telangana- Infrastructure Corporation below standalone Ind AS financial
Freehold land Ltd statement
Ennore, Tamil 81.00 Hinduja Foundries Limited No Refer Note 1 Refer Note 1.1 of the
Nadu-Freehold below standalone Ind AS financial
land statements
Uppal, Telangana- 123.00 Hinduja Foundries Limited No Refer Note 1 Refer Note 1.1 of the
Freehold land below standalone Ind AS financial
statements
Mallavalli, Andhra 13.02 Agreement for sale is No March 2018 Refer Note 1.1 of the
Pradesh- Freehold registered in the name of standalone Ind AS financial
land the Company. However, statements
final conveyance deed is to
be executed.
Sriperumbudur, 11.47 Hinduja Foundries Limited No Refer Note 1 Refer Note 1.1A of the
Tamil Nadu- below standalone Ind AS financial
Leasehold land statements
Pillaipakkam, Tamil 90.99 Ashok Leyland Nissan No Refer Note 2 Refer Note 1.1A of the
Nadu- Leasehold Vehicles Limited below standalone Ind AS financial
land statements
Bhandara, 0.01 Ashok Leyland Limited No May 1982 Refer note 1.1A of the
Maharashtra- (under regularisation) standalone Ind AS financial
Leasehold land statements
Note 1- Hinduja Foundries Limited (amalgamating company) merged with the Company effective October 1, 2016 pursuant to the
order received from National Company Law Tribunal on April 24, 2017.
Note 2- Ashok Leyland Nissan Vehicles Limited (amalgamating company) merged with the Company effective April 01, 2018 pursuant
to the order received from National Company Law Tribunal on December 17, 2018.
(d) The Company has chosen cost model for its property, plant and equipment (including right -of-use asset) and intangible assets. Consequently,
the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of
change, if the change is 10% or more in the aggregate of the net carrying value of each class of property, plant and equipment (including
right-of-use asset) or Intangible assets does not arise.
(e) Based on the information and explanations furnished to us, no proceedings have been initiated on the Company for holding benami property
under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act,
1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately
disclosed the details in its standalone Ind AS financial statements does not arise.
ii. (a) The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management
during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of
inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification
of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.

(b) During the year, the Company has been sanctioned working capital limits in excess of ` 5 crores, in aggregate, from banks and
financial institution on the basis of security of current assets. The Company has filed quarterly returns or statements with such
banks and financial institution, which are in agreement with the unaudited books of account. (Also refer note 3.6.1 to the standalone
Ind AS financial statements).
iii. (a) The Company has made investments in two companies, and stood guarantee to two companies. The aggregate amount during the year,
and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to subsidiaries,
joint ventures and associates and to parties other than subsidiaries, joint ventures and associates are as per the table given below:
Amount in ` crores
Guarantees Security Loans Advances in

nature of loans
Aggregate amount during the year
Subsidiaries 130.98 - - -
Joint Ventures 12.50 - - -
Associates - - - -
Others - - - -
Balance outstanding as at balance sheet date
Subsidiaries 412.29 - - -
Joint Ventures 10.00 - - -
Associates - - - -
Others - - - -
(Also refer note 3.8 to the standalone Ind AS financial statements)
(b) In respect of the aforesaid investments and guarantees, the terms and conditions under which such investments were made and
guarantees provided are not prejudicial to the Company’s interest.
(c) The Company has not granted any loans or advances in nature of loans during the year. Accordingly, the reporting under Clause
3(iii)(c) of the Order is not applicable to the Company.
(d) The Company has not granted any loans or advances in nature of loans during the year. Accordingly, the reporting under Clause
3(iii)(d) of the Order is not applicable to the Company.
(e) There were no loans or advances in nature of loans which fell due during the year and were renewed/extended. Further, no fresh
loans were granted to same parties to settle the existing overdue loans or advances in nature of loan.
(f) There were no loans or advances in nature of loans which were granted during the year, including to promoters or related parties.
iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section
185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it, as
applicable.
v. The Company has not accepted any deposits or amounts which are deemed to be deposits from the public within the meaning of Sections
73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section
148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed
accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to
determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the
Company is regular in depositing the undisputed statutory dues, including, provident fund, employees’ state insurance, income tax,
sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory
dues, as applicable, with the appropriate authorities. Also refer note 3.9 to the standalone Ind AS financial statements regarding
management’s assessment on certain matters relating to provident fund.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of statutory
dues referred to in sub-clause (a) as at March 31, 2022 which have not been deposited on account of a dispute, are as follows:
Name of Statute Nature of Amount Period to which the amount Forum where the dispute is
Dues (in ` crores) relates pending
State and Central Sales Sales tax and 112.25 Various periods from 1985 - 2018 Appellate Authority - upto
Tax Act Value added Commissioner Level
Tax
147.31 Various periods from 1987 - 2017 Appellate Authority - Tribunal
1.09 Various periods from 2006 - 2011 High Court
Central Excise Act, 1944 Excise duty 4.02 Various periods from 2006 – 2016 Appellate Authority - upto
and Cess Commissioner Level
thereon
5.2 Various periods from 1996 – 2018 Appellate Authority - Tribunal
0.03 Various periods from 1995 – 2002 High Court
Customs Act, 1962 Customs Duty 0.02 Various periods from 2006 – 2007 Appellate Authority - Tribunal
Service Tax - Finance Act, Service Tax 55.88 Various periods from 2007 – 2016 Appellate Authority - Tribunal
1994 and Cess
52.89 Various periods from 2005 - 2017 Appellate Authority - upto
thereon
Commissioner Level
Goods and Services Tax Goods and 14.20 Various periods from 2017 - 2020 Appellate Authority - upto
Services Tax Commissioner Level
The Income Tax Act, 1961 Income Tax -# AY 2013-14 Commissioner of Income-tax
(Appeals)
The Income Tax Act, 1961 Income Tax 12.03 AY 2015-16 Commissioner of Income-tax
(Appeals)
The Income Tax Act, 1961 Income Tax 0.15* AY 2017-18 Commissioner of Income-tax
(Appeals)
The Income Tax Act, 1961 Income Tax -* AY 2018-19 Commissioner of Income-tax
(Appeals)
*Disputed amount considered above is net of ` 21,250 and ` 5.92 crores paid under protest for AY 2017-18 and AY 2018-19 respectively.
# Disputed amount considered above is net of refund adjusted against earlier year amounting to ` 0.04 crores.
viii. According to the information and explanations given to us and the records of the Company examined by us, there is no income surrendered
or disclosed as income during the year in the tax assessments under the Income tax Act, 1961, that has not been recorded in the books of
account.
ix. (a) According to the records of the Company examined by us and the information and explanation given to us, the Company has not
defaulted in repayment of loans or other borrowings or in the payment of interest to any lender as at the balance sheet date.
(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has
not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for
which they were obtained. (Also refer Note 1.17 to the standalone Ind AS financial statements)
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of
the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes
by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone Ind AS financial statements
of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the
obligations of its subsidiaries, associates or joint ventures.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not
raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the
year. Accordingly, the reporting under Clause 3(x)(a) of the Order are not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible
debentures during the year. Accordingly, the reporting under Clause 3(x)(b) of the Order are not applicable to the Company.
xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information and explanations given to us, except for an instance of fund
misappropriation aggregating to ` 7.07 crores and for which the Management has taken appropriate steps and have recovered the
amount, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during
the year, nor have we been informed of such case by the Management.
(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and explanations given to us, report under section 143(12) of the Act, in
Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central
Government. Accordingly, the reporting under Clause 3(xi)(b) of the Order are not applicable to the Company.
(c) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and explanations given to us, the Company has received whistle-blower
complaints during the year which have been considered by us for any bearing on our audit and reporting
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under Clause 3(xii) of the Order
are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act.
The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required under Indian
Accounting Standard (Ind AS) 24 “Related Party Disclosures” specified under Section 133 of the Act.
xiv. (a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate
with the size and nature of its business.
(b) The reports of the Internal Auditor for the period under audit have been considered by us.
xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting
under Clause 3(xv) of the Order are not applicable to the Company.
xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting
under Clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under
Clause 3(xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly,
the reporting under Clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) Based on the information and explanations provided by the management of the Company, the Group does not have any CICs, which
are part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate
and complete. Accordingly, the reporting under Clause 3(xvi)(d) of the Order is not applicable to the Company.
xvii. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under Clause (xviii) is not applicable.
xix. According to the information and explanations given to us and on the basis of the financial ratios (Also refer Note 3.17 to the standalone
Ind AS financial statements), ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information
accompanying the standalone Ind AS financial statements, our knowledge of the Board of Directors and management plans and based on our
examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance
sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance
as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and
we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will
get discharged by the company as and when they fall due.

xx. (a) The Company has transferred the amount of Corporate Social Responsibility remaining unspent under sub-section (5) of section 135 of
the Act in respect of other than ongoing projects pertaining to the previous financial year, to a Fund specified in Schedule VII to the
Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section
135 of the Act. Details are as given below:
` crores
Financial year Amount to Amount remaining Amount Amount Amount not

be spent in unspent as at the transferred to Fund transferred to Fund transferred to Fund
accordance with year-end to be under Schedule under Schedule under Schedule
section 135(5) transferred to fund VII, within 6 VII, after 6 months VII, till the date of
under Schedule VII months from end from end of audit report
of financial year financial year (till
(or till the date the date of audit
of audit report, if report)
that is earlier)
(a) (b) (c) (d) (e) (f)
FY 20-21 34.27 0.17 0.17 - -
The Company has not transferred the amount of Corporate Social Responsibility remaining unspent under sub-section (5) of Section
135 of the Act in respect of “other than ongoing projects” pertaining to the current financial year to a Fund specified in Schedule
VII to the Act until the date of our report. However, the time period for such transfer, i.e., six months of the expiry of the financial
year as permitted under the second proviso to sub-section (5) of Section 135 of the Act has not elapsed until the date of our report.
Details are as given below:
Financial year Amount to Amount remaining Amount Amount Amount not

be spent in unspent as at the transferred to Fund transferred to Fund transferred to Fund
accordance with year-end to be under Schedule under Schedule under Schedule
section 135(5) transferred to fund VII, within 6 VII, after 6 months VII, till the date of
under Schedule VII months from end from end of audit report
of financial year financial year (till
(or till the date the date of audit
of audit report, if report)
that is earlier)
(a) (b) (c) (d) (e) (f)
FY 21-22 17.34 0.09 - - 0.09

(b) The Company has transferred the amount of Corporate Social Responsibility remaining unspent under sub-section (5) of section 135
of the Act in pursuant to ongoing projects, to a special account in compliance with the provision of sub-section (6) of section 135 of
the Act. (Also refer note 3.15 to the standalone Ind AS financial statements)
xxi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Ind AS Financial Statements. Accordingly,
no comment in respect of the said clause has been included in this report.
For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009
Chartered Accountants
A. J. Shaikh
Partner
UDIN: 22203637AJGWFN8986
Place: Chennai
Date: May 19, 2022

Balance sheet as at March 31, 2022
Particulars Note As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
ASSETS
Non-current assets
Property, plant and equipment 1.1 4,977.12 5,309.66
Capital work-in-progress 1.1 111.11 228.78
Right-of-use asset 1.1A 296.58 289.54
Goodwill 449.90 449.90
Other intangible assets 1.2 877.30 1,001.29
Intangible assets under development 1.2 83.16 143.07
Financial assets
(i) Investments 1.3 3,521.58 3,068.72
(ii) Trade receivables 1.4 0.03 0.31
(iii) Other financial assets 1.5 68.63 57.54
Income tax assets (net) 1.6A 88.75 100.26
Other non-current assets 1.7 337.81 349.31
10,811.97 10,998.38
Current assets
Inventories 1.8 2,075.20 2,142.29
Financial assets
(i) Investments 1.9 1,298.05 -
(ii) Trade receivables 1.10 3,111.02 2,816.00
(iii) Cash and cash equivalents 1.11A 994.25 530.13
(iv) Bank balances other than (iii) above 1.11B 52.71 292.82
(v) Loans 1.12 - 4.29
(vi) Other financial assets 1.13 995.58 825.14
Other current assets 1.14 931.37 840.86
9,458.18 7,451.53
Asset classified as held for sale 1.5A 63.63 -
TOTAL ASSETS 20,333.78 18,449.91
EQUITY AND LIABILITIES
Equity
Equity share capital 1.15 293.55 293.55
Other equity 1.16 7,043.35 6,683.65
7,336.90 6,977.20
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 1.17 2,850.61 2,558.01
(ii) Lease Liabilities 34.42 22.12
(iii) Other financial liabilities 1.18 29.41 44.88
Contract liabilities 1.19 190.58 213.50
Provisions 1.20 200.21 189.57
Deferred tax liabilities (net) 1.21 144.36 170.79
3,449.59 3,198.87
Current liabilities
(i) Borrowings 1.22 656.49 1,170.74
(iii) Trade payables
a) Total outstanding dues of micro enterprises and small enterprises 1.23 59.84 37.18
b) Total outstanding dues of creditors other than micro enterprises and small 6,815.39 5,127.51
enterprises
(iv) Other financial liabilities 1.24 699.73 771.93
Provisions 1.26 470.25 464.96
Other current liabilities 1.27 281.78 160.70
Current tax liabilities (net) 1.6B 123.47 53.45
9,535.51 8,273.84
Liabilities directly associated with assets classified as held for sale 1.5B 11.78 -
TOTAL EQUITY AND LIABILITIES 20,333.78 18,449.91
The above Balance Sheet should be read in conjunction with the accompanying notes.
This is the Balance Sheet referred to in our report of even date. For and on behalf of the Board of the Directors
For Price Waterhouse & Co Chartered Accountants LLP Gopal Mahadevan Dheeraj G Hinduja
Firm Registration Number - 304026E/E-300009 Whole-time Director and Executive Chairman
Chartered Accountants Chief Financial Officer DIN : 00133410
DIN : 01746102
A.J. Shaikh N. Ramanathan
Partner Company Secretary
Membership Number - 203637
May 19, 2022 May 19, 2022

Chennai Chennai

Statement of Profit and Loss for the year ended
March 31, 2022
Particulars Note Year ended Year ended
March 31, 2022 March 31, 2021
` Crores ` Crores
Income
Revenue from operations 2.1 21,688.29 15,301.45
Other income 2.2 76.13 119.50
Total Income 21,764.42 15,420.95
Expenses
Cost of materials and services consumed 15,913.16 11,118.96
Purchases of stock-in-trade 896.90 746.66
Changes in inventories of finished goods, stock-in-trade and work-in-progress 2.3 (48.99) (462.31)
16,761.07 11,403.31
Employee benefits expense 2.4 1,694.60 1,583.89
Finance costs 2.5 301.11 306.79
Depreciation and amortisation expense 2.6 752.76 747.71
Other expenses 2.7 2,238.10 1,779.11
Total Expenses 21,747.64 15,820.81
Profit / (Loss) before exceptional items and tax 16.78 (399.86)
Exceptional items 2.8 510.83 (12.05)
Profit / (Loss) before tax 527.61 (411.91)
Tax expense:
Current tax - Charge 10.11 0.02
Deferred tax - Credit (24.33) (98.25)
(14.22) (98.23)
Profit / (Loss) for the year 541.83 (313.68)
Other Comprehensive (Loss) / Income
A (i) Items that will not be reclassified to Profit or Loss
- Remeasurement of Defined Benefit Plans (41.00) 8.28
(ii) Income tax relating to items that will not be reclassified to Profit or Loss 14.33 (2.89)
B (i) Items that will be reclassified to Profit or Loss
- Effective portion of gain and loss on designated portion of hedging 34.99 3.81
instruments in a cash flow hedge
(ii) Income tax relating to items that will be reclassified to Profit or Loss (12.23) (1.33)
Total Other Comprehensive (Loss) / Income (3.91) 7.87
Total Comprehensive Income / (Loss) for the year 537.92 (305.81)
Earnings / (Loss) per share (Face value ` 1 each) 3.3
- Basic (in `) 1.85 (1.07)
- Diluted (in `) 1.84 (1.07)
The above Statement of Profit and Loss should be read in conjunction with the accompanying notes.
This is the Statement of Profit and Loss referred to in our report of even date. For and on behalf of the Board of the Directors
DIN : 01746102
May 19, 2022 May 19, 2022

Chennai Chennai

Statement of Cash flows for the year ended
March 31, 2022
Particulars Year ended Year ended
March 31, 2022 March 31, 2021
` Crores ` Crores
Cash flow from operating activities
Profit / (Loss) for the year 541.83 (313.68)
Adjustments for :
Income tax credit (14.22) (98.23)
Depreciation and amortisation expense 736.66 728.56
Depreciation of Right-of-use asset 16.10 19.15
Share based payment cost (2.09) 19.02
Impairment / (Reversal of) loss allowance, write off on trade receivable / other (5.38) 63.75
receivable (net)
Impairment (reversal) / loss in the value of equity instruments in subsidiaries (net) (537.83) 11.74
Loss on fair valuation of investment 107.13 -
Reversal of provision for obligation (33.26) -
Obligation relating to discontinued products of LCV division (net of reversal) 3.67 (78.76)
Reversal of provision relating to long term investment (1.17) -
Foreign exchange gain (4.83) (22.06)
Exchange loss on swap contracts 17.10 23.94
Profit on sale of Property, plant and equipment (PPE) and intangible assets - net (3.02) (9.58)
Profit on sale of Immovable Property - (6.92)
Profit (net) in relation to EV and related expenses (104.96) -
Provision relating to EMAAS business classified as asset held for sale 26.84 -
Profit on sale of investments - net (13.31) (6.91)
Net (gain) / loss arising on financial asset mandatorily measured at FVTPL (2.36) 6.85
Finance costs 301.11 306.79
Interest income (21.91) (94.29)
Dividend income (0.07) (0.19)
Gain on preclosure of leases (0.14) (0.10)
Operating profit before working capital changes 1,005.89 549.08
Adjustments for changes in :
Trade receivables (291.60) (1,702.47)
Inventories 20.85 (904.29)
Other non-current and current financial assets 160.21 40.74
Other non-current and current assets (97.40) 8.49
Payment to escrow account (9.59) (0.75)
Related party advances / receivables (net) (2.80) 0.20
Trade payables 1,732.00 2,132.81
Non-current and current financial liabilities (5.93) (9.75)
Contract liabilities (80.83) (168.15)
Other current liabilities 98.68 76.16
Other non-current and current provisions 46.03 (78.82)
Cash from / (used in) operations 2,575.51 (56.75)
Income tax refund received (net) 71.42 77.88
Net cash from operating activities [A] 2,646.93 21.13

Statement of Cash flows for the year ended
March 31, 2022
March 31, 2022 March 31, 2021
` Crores ` Crores
Cash flow from investing activities
Purchase of PPE and intangible assets (400.02) (656.08)
Proceeds on sale of PPE and intangible assets including sale of immovable properties 6.70 39.51
Proceeds on surrender of Leasehold land 97.61 -
Purchase of non-current investments (16.50) (367.68)
Sale proceeds of non-current investments 0.07 -
(Purchase) / Proceeds from sale of current investments (net) (1,283.82) 6.91
Inter corporate deposits - repaid - 500.00
Investment in bank deposits (650.00) (600.00)
Proceeds from bank deposits 750.00 -
Redemption of escrow account 2.82 -
Interest received 34.16 101.96
Dividend received 0.07 0.19
Net cash used in investing activities [B] (1,458.91) (975.19)
Cash flow from financing activities
Proceeds from non-current borrowings 650.00 1,250.88
Repayments of non-current borrowings (12.50) (212.65)
Proceeds from current borrowings 4,624.41 5,625.79
Repayments of current borrowings (5,518.68) (6,173.92)
Payments of Lease liability (15.32) (12.15)
Interest paid (275.54) (271.98)
Dividend paid (176.13) -
Net cash (used in) / from financing activities [C] (723.76) 205.97
Net cash inflow / (Outflow) [A+B+C] 464.26 (748.09)
Opening cash and cash equivalents 530.13 1,279.04
Exchange fluctuation on foreign currency bank balances (0.14) (0.82)
Closing cash and cash equivalents [Refer Note 1.11A to the standalone financial statements] 994.25 530.13
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
This is the Statement of Cash Flows referred to in our report of even date. For and on behalf of the Board of the Directors
DIN : 01746102
May 19, 2022 May 19, 2022

Chennai Chennai

A. Equity Share Capital ` Crores
102
Balance at the beginning of April 1, 2020 Changes in equity share capital Balance at the end of Changes in equity share capital Balance at the end of
during the year March 31, 2021 during the year March 31, 2022
293.55 - 293.55 - 293.55
B. Other Equity ` Crores

Particulars Reserves and Surplus Other Total
Ashok Leyland Limited

Comprehensive
Income
Capital Securities Capital Share Options General Retained Cash Flow
Reserve Premium Redemption Outstanding Reserve Earnings Hedge Reserve
Reserve Account
Balance as at the beginnig of April 1, 2020 263.87 1,908.75 3.33 23.19 1,018.33 3,768.20 (15.23) 6,970.44
(Loss) for the year - - - - - (313.68) - (313.68)
Other comprehensive income - - - - - 5.39 2.48 7.87
Total Comprehensive (Loss) / Income for the year - - - - - (308.29) 2.48 (305.81)
ended March 31, 2022
Transactions with owners:

Recognition of share based payments - - - 19.02 - - - 19.02
Balance as at the end of March 31, 2021 263.87 1,908.75 3.33 42.21 1,018.33 3,459.91 (12.75) 6,683.65
Profit for the year - - - - - 541.83 - 541.83
Other comprehensive (loss) / income - - - - - (26.67) 22.76 (3.91)
Total Comprehensive Income for the year - - - - - 515.16 22.76 537.92
Transactions with owners:
Dividends including tax thereon - - - - - (176.13) - (176.13)
Transfer to general reserve pursuant to lapse of ESOP - - - (2.22) 2.22 - - -
(Reversal) / Recognition of share based payments - - - (2.09) - - - (2.09)
Balance as at the end of March 31, 2022 263.87 1,908.75 3.33 37.90 1,020.55 3,798.94 10.01 7,043.35
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
This is the Statement of Changes in Equity referred to in our report of even date. For and on behalf of the Board of the Directors
DIN : 01746102
Statement of Changes in Equity for the year

May 19, 2022 May 19, 2022

Chennai Chennai
Notes annexed to and forming part of the
standalone financial statements
1A. General information
Company Background:
Ashok Leyland Limited (“the Company”) (CIN: L34101TN1948PLC000105) is a public limited company incorporated and domiciled in India
and governed by the Companies Act, 2013 (“Act”). The Company’s registered office is situated at 1, Sardar Patel Road, Guindy, Chennai,
Tamil Nadu, India. The main activities of the Company are those relating to manufacture and sale of a wide range of commercial vehicles.
The Company also manufactures engines for industrial and marine applications, forgings and castings.
1B. Significant Accounting Policies
1B.1 Basis of Preparation and Presentation
The standalone financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act,
as amended from time to time.
The standalone financial statements have been prepared on the historical cost basis except for certain assets and liabilities that are measured
at fair values at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of
an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/ or disclosure
purposes in these standalone financial statements is determined on such a basis, except for share-based payment transactions that are
within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 116, and measurements that have some similarities
to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly
or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set
out in the schedule III to the Act. Based on the nature of products and the time between the acquisition of assets for processing and their
realisation in cash and cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of current –
non-current classification of assets and liabilities.
The standalone financial statements are presented in Indian Rupees (`) which is the functional currency of the Company and all values are
rounded to the nearest crores, except where otherwise indicated.
The standalone financial statements were approved for issue by the Board of Directors on May 19, 2022.
Recent accounting pronouncements
The Ministry of Corporate Affairs has vide notification dated 23 March 2022 notified Companies (Indian Accounting Standards) Amendment
Rules, 2022 which amends certain accounting standards, and are effective 1 April 2022. These amendments are not expected to have a
material impact on the Company in the current or future reporting periods and on foreseeable future transactions.
Schedule III Amendment applicable from April 1, 2021: On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification,
amended Schedule III of the Companies Act, 2013. The Company has prepared the financial statements in accordance with the said schedule.
The significant accounting policies are detailed below.
1B.2 Revenue recognition
Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be
recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or
services to a customer.
Ind AS 115 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each
step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a
contract and the costs directly related to fulfilling a contract.

Revenue from contract with customer
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has
generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring
them to the customer.
Sale of Products
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the customer, generally on
delivery of the product. The Company operates predominantly on cash and carry basis excepting sale to State Transport Undertaking (STU),
Government project customers based on tender terms and certain export customers which are on credit basis. The average credit period is
in the range of 7 days to 90 days.
The Company considers whether there are other promises in the contract that are separate performance obligations to which a portion of
the transaction price needs to be allocated (e.g., warranties, freight & insurance etc). In determining the transaction price for the sale of
product, the Company considers the effects of variable consideration, the existence of consideration payable to the customer, etc.
Sale of Service
Revenue from services is recognised over a period of time as and when the services are rendered in accordance with the specific terms of
contract with customer. The receipt of consideration for warranty services, free services, AMC and freight and insurance is generally received
when consideration receivable from sale of products is received from customer. In certain cases, the AMC contracts are sold as a separate
product on cash basis or on credit as per the contract with customer. On the recognition of the receivable from customer, the Company
recognises a contract liability which is then recognised as revenue as once the services are rendered. Using the practical expedient in Ind AS
115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects,
at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays
for that good or service will be one year or less. For other cases, the revenue reflects the cash selling price that the customer would have
paid for the promised services when the services are transferred to customer. Thus there is no significant financing component.
Variable consideration
If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled
in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until
it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated
uncertainty with the variable consideration is subsequently resolved.
Incentives
The Company provides retrospective volume rebates to certain customers once the quantity of products purchased during the period
exceeds a threshold specified in the contract. To estimate the variable consideration for the expected future rebates, the Company applies
the most likely amount method for contracts with a single-volume threshold and the expected value method for contracts with more than
one volume threshold. The selected method that best predicts the amount of variable consideration is primarily driven by the number of
volume thresholds contained in the contract. The Company then applies the requirements on constraining estimates of variable consideration
and recognises a refund liability for the expected future rebates.
Significant financing component
The Company receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the Company does not adjust
the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period
between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one
year or less. Thus, there is no significant financing component.
Warranty obligations
Refer Note 1B.14 on warranty obligations
Contract balances
• Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs
by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is
recognised for the earned consideration that is conditional.
• Trade receivables
Trade receivables is part of contract balances as per Ind AS 115.
• Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration
(or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or
services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier).
Contract liabilities are recognised as revenue when the services are provided as set out in the contract.

• Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is
measured at the amount the Company ultimately expects it will have to return to the customer. The Company updates its estimates
of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period. Refer to above
accounting policy on variable consideration.
Other Operating Revenues:
Other operating revenues comprise of income from ancillary activities incidental to the operations of the Company and is recognised when
the right to receive the income is established as per the terms of the contract.
Dividend, Interest Income and Other Income:
Dividend income from investments is recognised when the Company’s right to receive payment has been established (provided that it is
probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable (provided
that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).
Fee on financial guarantee provided by the Company is accrued as Other income.
1B.3 Foreign currency transactions
The Company’s foreign operations (including foreign branches) are an integral part of the Company’s activities. In preparing the standalone
financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies
are restated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are
not restated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
• Exchange difference on translation of derivative instruments designated as cash flow hedge (see Note 1B.17 below for hedging
accounting policies).
1B.4 Borrowing costs
Borrowing costs (general and specific borrowings) that are attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those
assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
1B.5 Government Grants
Government grants (including export incentives and incentives on specified goods manufactured in the eligible unit) are recognised only
when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received.
Government grants relating to income are recognised in profit or loss on a systematic basis over the periods in which the Company recognises
as expenses the related costs for which the grants are intended to compensate. Grant relating to assets are netted off against the acquisition
cost of the asset.
The benefit of a government loan at a below market rate of interest is treated as a government grant, measured at the difference between
proceeds received and the fair value of the loan based on prevailing market rates.
1B.6 Employee benefits
Retirement benefit costs and termination benefits:
Payments to defined contribution plans i.e., Company’s contribution to superannuation fund, employee state insurance and other funds are
determined under the relevant schemes and/ or statute and charged to the Statement of Profit and Loss in the period of incurrence when
the services are rendered by the employees.
For defined benefit plans i.e. Company’s liability towards gratuity (funded), Company’s contribution to provident fund, other retirement/
termination benefits and compensated absences, the cost of providing benefits is determined using the projected unit credit method with
actuarial valuations being carried out at the end of each annual reporting period. In respect of provident fund, contributions made to trusts
administered by the Company, the interest rate payable to the members of the trust shall not be lower than the statutory rate of interest
declared by the Central Government under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall
be contributed by the Company and charged to the Statement of Profit and Loss.
Defined benefit costs are comprised of:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
• net interest expense or income; and
• re-measurement.

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’.
Curtailment gains and losses are accounted for as past service costs.
Re-measurement of net defined benefit liability/ asset pertaining to gratuity and remeasurement of net defined liability pertaining to provident
fund comprise of actuarial gains/ losses (i.e. changes in the present value resulting from experience adjustments and effects of changes in
actuarial assumptions) and is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income
in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings
and is not reclassified to profit or loss.
Liability for termination benefits like expenditure on Voluntary Retirement Scheme is recognised at the earlier of when the Company can no
longer withdraw the offer of termination benefit or when the Company recognises any related restructuring costs.
Short-term and other long-term employee benefits:
A liability is recognised for benefits accruing to employees in respect of salaries, wages, performance incentives, medical benefits and
other short term benefits in the period the related service is rendered, at the undiscounted amount of the benefits expected to be paid in
exchange for that service.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash
outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.
1B.7 Share-based payment arrangements
Equity-settled share-based payments to employees (primarily employee stock option plan) are measured by reference to the fair value of
the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the
end of each year, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding
adjustment to the share options outstanding account.
1B.8 Income Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are recognised in profit or
loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current
and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Current tax:
Current tax is determined on taxable profits for the period chargeable to tax in accordance with the applicable tax rates and the provisions
of the Income Tax Act, 1961 including other applicable tax laws that have been enacted.
Deferred tax:
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the standalone financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for
all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination)
of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits (MAT credit entitlement) to the extent
that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or
the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Uncertainty over income tax treatments
If there is uncertainty over tax treatment of an item, company will predict the resolution of the uncertainty. If it is probable that the taxation
authority will accept the tax treatment, there will be no impact on the amounts of taxable profits/losses, tax bases, unused tax losses/credits
and tax rates. If it is not probable that tax authority will accept the tax treatment, company will show the effect of the uncertainty for each
uncertain tax treatment by using either the most likely outcome or the expected outcome of the uncertainty.

1B.9 Property, plant and equipment
Cost:
Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are stated in
the balance sheet at cost (net of duty/ tax credit availed) less accumulated depreciation and accumulated impairment losses. Cost of all civil
works (including electrification and fittings) is capitalised with the exception of alterations and modifications of a capital nature to existing
structures where the cost of such alteration or modification is `100,000 and below.
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment
loss. Cost includes professional fees, and other direct costs and, for qualifying assets, borrowing costs capitalised in accordance with the
Company’s accounting policy. Such properties are classified to the appropriate categories of property, plant and equipment when completed
and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready
for their intended use.
Fixtures, plant and equipment (including patterns and dies) where the cost exceeds `10,000 and the estimated useful life is two years or
more, is capitalised and stated at cost (net of duty/ tax credit availed) less accumulated depreciation and accumulated impairment losses.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Company and the cost of the item can be measured realiably.
Depreciation / amortisation:
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under construction) less their
residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method
are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Estimated useful lives of the assets, based on technical assessment, which are different in certain cases from those prescribed in Schedule
II to the Act, are as follows:
Classes of Property, Plant and Equipment Useful life (years) Useful life (years)
As per Schedule II
Buildings 30 / 60 30 / 60
Non-factory service installations: In customer premises 12 10
Quality equipment, canteen assets, major Jigs and fixtures and hand tools 5 – 12 15
Other plant and machinery 15 – 20 15
Patterns and dies 5 15
Furniture and fittings 8 10
Aircraft 18 20
Vehicles:
- Trucks and buses 5 / 10 8
- Cars and motorcycles 3 8 / 10
Office equipment 8 5
Office equipment – Data processing system (including servers) 5 6
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of Property, Plant and Equipment and accordingly the depreciation is computed based on estimated useful lives of the
assets.
De-recognition:
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
1B.10 Intangible assets
Intangible assets acquired separately:
Intangible assets with finite useful lives that are acquired separately, where the cost exceeds `10,000 and the estimated useful life is
two years or more, is capitalised and carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is
recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the
end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Internally-generated intangible assets - research and development expenditure:
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from development (or from development phase of internal project) is recognised, if and only
if, all of the following have been demonstrated:
• technical feasibility of completing the intangible asset;
• intention to complete the intangible asset and intention/ ability to use or sell it;
• how the intangible asset will generate probable future economic benefit;
• availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible assets;
and
• the ability to measure reliably the attributable expenditure during the development stage.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when
the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised,
development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.
De-recognition of intangible assets:
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses
arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount
of the asset, is recognised in profit or loss when the asset is derecognised.
Useful lives of intangible assets:
Estimated useful lives of the intangible assets, based on technical assessment, are as follows:
Classes of Intangible Assets Useful life (years)

Computer Software:
Acquired 5
Developed 5 / 10
Technical Knowhow:
Acquired 5/6
Developed 6 / 10
1B.11 Impairment losses
At the end of each reporting period, the Company determines whether there is any indication that its assets (property, plant and equipment,
intangible assets and investments in equity instruments in subsidiaries, joint ventures and associates carried at cost) have suffered an
impairment loss with reference to their carrying amounts. If any indication of impairment exists, the recoverable amount (i.e. higher of the
fair value less costs of disposal and value in use) of such assets is estimated and impairment is recognised, if the carrying amount exceeds
the recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
Intangible assets under development and goodwill are tested for impairment annually at each balance sheet date. When it is not possible
to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
When an impairment loss subsequently reverses (other than impairment of goodwill), the carrying amount of the asset (or cash-generating
unit) is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying
amount carried had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment
loss is recognised immediately in profit or loss.
1B.12 Leases
The Indian Accounting Standard on leases (Ind AS 116) requires entity to determine whether a contract is or contains a lease at the inception
of the contract.
Ind AS 116 requires lessee to recognise a liability to make lease payments and an asset representing the right–of-use asset during the lease
term for all leases except for short term leases and leases of low-value assets, if they choose to apply such exemptions.

Payments associated with short-term leases and low value assets are recognized as expenses in profit or loss. Short-term leases are leases
with a lease term of 12 months or less. Low value assets comprise of office equipments and small items of plant and equipment and office
furniture.
At the commencement date, Company recognise a right-of-use asset measured at cost and a lease liability measured at the present value
of the lease payments that are not paid at that date. The lease payments shall be discounted using the interest rate implicit in the lease, if
that rate can be readily determined. If that rate cannot be readily determined, the lessee shall use the lessee’s incremental borrowing rate.
The cost of the right-of-use asset comprise of, the amount of the initial measurement of the lease liability, any lease payments made at or
before the commencement date, less any lease incentives received.
At the commencement date, the lease payments included in the measurement of the lease liability comprise (a) fixed payments less any
lease incentives receivable; (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as
at the commencement date (c) amounts expected to be payable by the lessee under residual value guarantees;(d) the exercise price of a
purchase option if the lessee is reasonably certain to exercise that option and (e) payments of penalties for terminating the lease, if the
lease term reflects the lessee exercising an option to terminate the lease.
Depreciation on Right-of-use asset is recognised in statement of profit and Loss on a straight line basis over the period of lease and the
Company separately recognises interest on lease liability as a component of finance cost in statement of profit and Loss.
1B.13 Inventories
Inventories are stated at lower of cost and net realisable value.
Cost of raw materials and components, stores, spares, consumable tools and stock in trade comprises cost of purchases and includes taxes
and duties and is net of eligible credits under CENVAT / VAT / GST schemes. Cost of work-in-progress, work-made components and finished
goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overheads, which is allocated on a
systematic basis. Cost of inventories also includes all other related costs incurred in bringing the inventories to their present location and
condition.
Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make
the sale.
Cost of inventories are determined as follows:
• Raw materials and components, stores, spares, consumable tools, stock in trade: on moving weighted average basis; and
• Work-in-progress, works-made components and finished goods: on moving weighted average basis plus appropriate share of overheads.
Cost of surplus / obsolete / slow moving inventories are adequately provided for.
1B.14 Provisions and Contingent liabilities
Provisions:
Provisions are recognised when the Company has a present obligation (legal, contractual or constructive) as a result of a past event, it is
probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time
value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable
is recognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured
reliably.
Warranties:
Provisions for expected cost of warranty obligations under legislation governing sale of goods are recognised on the date of sale of the
relevant products at the Management’s best estimate of the expenditure required to settle the obligation which takes into account the
empirical data on the nature, frequency and average cost of warranty claims and regarding possible future incidences.
Contingent liabilities:
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an
outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision
or disclosure is made.

1B.15 Business Combinations
A common control business combination, involving entities or businesses in which all the combining entities or businesses are ultimately
controlled by the same party or parties both before and after the business combination and where the control is not transitory, is accounted
for in accordance with Appendix C to Ind AS 103 ‘Business Combinations’.
Other business combinations, involving entities or businesses are accounted for using acquisition method. Consideration transferred in such
business combinations is measured at fair value as on the acquisition date, which comprises the following:
• Fair values of the assets transferred
• Liabilities incurred to the former owners of the acquired business
• Equity interests issued by the Company
Goodwill is recognised and is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net fair value of assets
and liabilities acquired.
1B.16 Goodwill
Goodwill arising on business combination is carried at cost less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to the Company’s cash-generating unit that is expected to benefit from the
synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or when there is an indication that the unit
may be impaired. The recoverable amount of cash generating unit is determined for each cash generating unit based on a value in use
calculation which uses cash flow projections and appropriate discount rate is applied. The discount rate takes into account the expected rate
of return to shareholders, the risk of achieving the business projections, risks specific to the investments and other factors. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to the other assets of the unit, pro rata based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in
subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss
on disposal.
1B.17 Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in profit or loss.
Financial assets:
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in
the marketplace.
Classification of financial assets:
The financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets
(except for financial assets carried at fair value through profit or loss) are added to the fair value of the financial assets on initial recognition.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Subsequent measurement:
(i) Financial assets (other than investments and derivative instruments) are subsequently measured at amortised cost using the effective
interest method.
Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and
interest on the principal amount outstanding.
Income on such debt instruments is recognised in profit or loss and is included in the “Other Income”.
The Company has not designated any debt instruments as fair value through other comprehensive income.

(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of subsidiaries, joint ventures and
associates) are subsequently measured at fair value.
Such financial assets are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement
recognised in profit or loss and included in the “Other Income”.
Investments in equity instruments of subsidiaries, joint ventures and associates
The Company measures its investments in equity instruments of subsidiaries, joint ventures and associates at cost in accordance with Ind
AS 27.
Impairment of financial assets:
A financial asset is regarded as credit impaired or subject to significant increase in credit risk, when one or more events that may have
a detrimental effect on estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for
recognising impairment loss on financial assets (i.e. the shortfall between the contractual cash flows that are due and all the cash flows
(discounted) that the Company expects to receive).
De-recognition of financial assets:
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor
retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety,
the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in the Statement
of profit and loss.
Financial liabilities and equity instruments:
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance
of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit
or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.
All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Interest expense that is not capitalised as part of cost of an asset is included in the “Finance Costs”.
Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by the Company are initially measured at their fair values and are subsequently measured (if not
designated as at Fair value though profit or loss) at the higher of:
• the amount of impairment loss allowance determined in accordance with requirements of Ind AS 109; and
• the amount initially recognised less, when appropriate, the cumulative amount of income recognised
De-recognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An
exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability
(whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability
and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in profit or loss.

Derivative financial instruments:
The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks,
including foreign exchange forward contracts and cross currency interest rate swaps. Further details of derivative financial instruments are
disclosed in Note 3.6.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to
their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative
is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of
the hedging relationship and the nature of the hedged item.
Embedded derivatives
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of Ind AS 109 are treated as separate
derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured
at Fair value through profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment
of principal and interest. Derivatives embedded in all other host contract are separated only if the economic characteristics and risks of the
embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through
profit or loss.
Hedge accounting:
The Company designates certain derivatives as hedging instruments in respect of foreign currency risk, as either fair value hedges or cash
flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair
values or cash flows of the hedged item attributable to the hedged risk.
Note 3.6 sets out details of the fair values of the derivative instruments used for hedging purposes.
Fair value hedges
Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately,
together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair
value of the designated portion of hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in
profit or loss in the line item relating to the hedged item.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies
for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to
profit or loss from that date.
Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion
is recognised immediately in profit or loss and is included in the “Other Income”.
Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective portion as described above
are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains and
losses are transferred from equity (but not as a reclassification adjustment) and are included in the initial measurement of the cost of the
non-financial asset or non-financial liability.
for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity
and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected
to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.
1B.18 Segment Reporting
The Company is principally engaged in a single business segment viz. commercial vehicles and related components based on nature of
products, risks, returns and the internal business reporting system. The Board of directors of the Company, which has been identified as
being the chief operating decision maker (CODM), evaluates the Company’s performance, allocate resources based on the analysis of the
various performance indicators of the Company as a single unit. Accordingly, there is no other reportable segment in terms of Ind AS 108
‘Operating Segments’. The Company has opted for exemption under Ind AS 108 ‘Operating Segments’, as the segment reporting is reported
in its consolidated financial statements.

1B.19 Assets held for sale
Non-current assets or disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its
present condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less
costs to sell and disclosed separately in balance sheet. Liabilities associated with assets classified as held for sale are estimated and disclosed
separately in the balance sheet.
1B.20 Exceptional Items
The Company considers factors including materiality, the nature and function of the items of income and expense in determining exceptional
item and discloses the same in Note 2.8 to the financial statements.
1C. Critical accounting judgments and key sources of estimation uncertainty:
The preparation of standalone financial statements in conformity with Ind AS requires the Management to make judgments, estimates and
assumptions about the carrying amounts of assets and liabilities recognised in the standalone financial statements that are not readily
apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors
including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective
basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimations that have been made by the Management in the process of applying the accounting
policies and that have the most significant effect on the amounts recognised in the standalone financial statements and / or key sources of
estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.
Inventories
An inventory provision is recognised for cases where the realisable value is estimated to be lower than the inventory carrying value. The
inventory provision is estimated taking into account various factors, including prevailing sales prices of inventory item, changes in the related
laws / emission norms and losses associated with obsolete / slow-moving / redundant inventory items. The Company has, based on these
assessments, made adequate provision in the books.
Taxation
Tax expense is calculated using applicable tax rate and laws that have been enacted or substantially enacted. In arriving at taxable profit
and all tax bases of assets and liabilities, the Company determines the taxability based on tax enactments, relevant judicial pronouncements
and tax expert opinions, and makes appropriate provisions which includes an estimation of the likely outcome of any open tax assessments
/ litigations. Any difference is recognised on closure of assessment or in the period in which they are agreed.
Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the
deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilised.
Provision for product warranty
The product warranty obligations and estimations thereof are determined using historical information on the type of product, nature,
frequency and average cost of warranty claims and the estimates regarding possible future incidences of product failures. Changes in
estimated frequency and amount of future warranty claims, which are inherently uncertain, can materially affect warranty expense.
Impairment of goodwill
The carrying amount of goodwill significant to the Company are stated in Note 3.17. The recoverable amounts have been determined
based on value in use calculations which uses cash flow projections covering generally a period of five years (which are based on key
assumptions such as margins, expected growth rates based on past experience and Management’s expectations / extrapolation of normal
increase / steady terminal growth rate which approximates the long term industry growth rates) and appropriate discount rates that reflects
current market assessments of time value of money and risks specific to these investments. The Management believes that any reasonable
possible change in key assumptions on which recoverable amount is based is not expected to cause the aggregate carrying amount to exceed
the aggregate recoverable amount of the cash generating unit.
Fair value measurements and valuation processes
Some of the assets and liabilities are measured at fair value for financial reporting purposes. The Management determines the appropriate
valuation techniques and inputs for the fair value measurements.
In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where
Level 1 inputs are not available, third party qualified valuers perform the valuations. The Management works closely with the qualified
external valuers to establish the appropriate valuation techniques and inputs to the model.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in
Note 3.6 and 3.25.

1.1 PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK-IN-PROGRESS ` Crores
114
DESCRIPTION GROSS CARRYING AMOUNT (COST) DEPRECIATION NET
CARRYING
AMOUNT
Property, plant and equipment 01.04.2021 Additions Disposals Reclassified 31.03.2022 01.04.2021 Charge Disposals Reclassified 31.03.2022 31.03.2022
(PPE) as held for during as assets
sale (Refer the year held for
Note 1.5A) sale (Refer

Note 1.5A)
Freehold land 732.18 0.22 15.15 - 717.25 - - - - - 717.25
Buildings 1,770.67 33.06 10.61 0.98 1,792.14 358.68 72.60 10.58 0.09 420.61 1,371.53
Buildings given on lease 13.24 - - - 13.24 1.50 0.29 - - 1.79 11.45
Plant and equipment 5,249.20 294.43 19.62 0.41 5,523.60 2,295.93 450.80 11.50 0.03 2,735.20 2,788.40
Plant and equipment given on lease 0.03 - - - 0.03 0.01 # - - 0.01 0.02
Furniture and fittings 73.63 0.35 0.54 0.12 73.32 48.85 4.96 0.20 0.03 53.58 19.74
Furniture and fittings given on lease 0.25 - - - 0.25 0.25 - - - 0.25 -
Vehicles including electric vehicles 144.95 0.25 2.37 84.93 57.90 57.96 16.20 1.93 17.78 54.45 3.45
Aircraft given on lease 77.99 - - - 77.99 44.43 9.74 - - 54.17 23.82
Office equipment 170.36 7.42 3.90 0.06 173.82 115.23 20.62 3.48 0.01 132.36 41.46
Total 8,232.50 335.73 52.19 86.50 8,429.54 2,922.84 575.21 27.69 17.94 3,452.42 4,977.12
Description 01.04.2021 Additions / Capitalised Reclassified 31.03.2022

Adjustment during the as assets
year held for
sale (Refer
Note 1.5A)
Capital work-in-progress (CWIP) 228.78 218.87 335.73 0.81 111.11
# amount is below rounding off norms adopted by the Company.
CWIP Ageing Schedule

` Crores
Amount in CWIP for a period of Less than 1-2 years 2-3 years More than Total
1 year 3 years
Projects in progress 97.27 2.29 2.22 9.33 111.11
Of the above there are no Projects where the cost has exceeded the budget. Projects where completion is delayed is as follows:
Particulars To be completed in
Less than 1-2 years 2-3 years More than Total
1 year 3 years
Projects relating to certain facilities 10.54 - - - 10.54
/ Infrastructure development
Title deeds of Freehold land not held in the name of the Company
` Crores
Property Asset Address Total Gross Reason for not in the name of the Company Property in the name of
Description Class Acres / Net
(Approx.) carrying
value
(Refer
Sub-Note
5)
Ennore, Freehold Kathivakkam High Road, Ennore, 35.22 81.00 This land was acquired from Hinduja Foundries Limited Hinduja Foundries Limited (merged
Tamil Nadu Land Chennai 600 057 by the Company by virtue of the amalgamation with Ashok Leyland Limited)
order passed by the National Company Law Tribunal,
Chennai. The name change in the records of registrar
has to be effected.
Uppal, Freehold Industrial Development Area, Uppal, 15.36 123.00 This land was acquired from Hinduja Foundries Limited Hinduja Foundries Limited (merged
Telangana Land Ranga Reddy District, Telangana by the Company by virtue of the amalgamation with Ashok Leyland Limited)
has to be effected.
Mallavalli, Freehold Plot no. 2 & 3 of Model Industrial 75.00 13.02 The Agreement for Sale has been registered in the Agreement for sale registered in
Andhra Pradesh Land Park situated at Mallavalli Village, name of the Company. The Conveyance Deed is to the name of the Company. Final
Bapulapadu Mandal, Krishna District be executed by the Authority upon fulfillment of the Conveyance deed is to be executed.
certain conditions by the Company.
Notes:
1. Cost of Buildings as at March 31, 2022 includes:
a) ` 0.03 crores being cost of shares in Housing Co-operative Society representing ownership rights in residential flats and furniture and fittings there at.
b) ` 1.32 crores representing cost of residential flats including undivided interest in land.
2. For details of assets given as security against borrowings, Refer Note 3.11(a).
3. For amount of contractual commitments for the acquisition of PPE, Refer Note 3.10(a).
4. Expenses capitalised ` Nil crores - Refer Notes 2.4, 2.5 and 2.7 to the standalone financial statements.
5. The gross carrying value and net carrying value of buildings located on freehold and leasehold land for which title is yet to be transferred in the name of the Company amounts to
` 217.76 crores and ` 191.20 crores respectively.

116
CARRYING
AMOUNT
Property, plant and equipment 01.04.2020 Additions Disposals / 31.03.2021 01.04.2020 Charge during Disposals / 31.03.2021 31.03.2021
(PPE) Adjustment the year Adjustment
Freehold land 732.18 - - 732.18 - - - - 732.18
Buildings 1,599.20 177.70 6.23 1,770.67 283.97 77.76 3.05 358.68 1,411.99

Buildings given on lease 13.23 0.01 - 13.24 1.21 0.29 - 1.50 11.74
Plant and equipment 4,661.07 632.59 44.46 5,249.20 1,897.04 428.07 29.18 2,295.93 2,953.27
Plant and equipment given on lease 0.03 - - 0.03 0.01 # - 0.01 0.02
Furniture and fittings 72.30 2.22 0.89 73.63 43.01 6.52 0.68 48.85 24.78
Furniture and fittings given on lease 0.25 - - 0.25 0.25 - - 0.25 -
Vehicles 118.40 32.23 5.68 144.95 47.79 14.51 4.34 57.96 86.99
Aircraft given on lease 77.99 - - 77.99 34.68 9.75 - 44.43 33.56
Office equipment 161.69 9.12 0.45 170.36 91.72 23.92 0.41 115.23 55.13
Total 7,436.34 853.87 57.71 8,232.50 2,399.68 560.82 37.66 2,922.84 5,309.66
Description 01.04.2020 Additions / Capitalised 31.03.2021

Adjustments during the
year*
Capital work-in-progress (CWIP) 420.97 631.74 823.93 228.78
* Amount of 29.94 crores directly capitalised in Property, plant and equipment.

` Crores
1 year 3 years
There are no Projects where the cost has exceeded the budget and where completion is delayed as these are ongoing projects.
Title deeds of Freehold land not held in the name of the Company
` Crores
Property Asset Address Total Gross / Net Reason for not in the name of the Company Property in the name of
Description Class Acres carrying value
(Approx.) (Refer Sub-Note
6)
Toopran, Freehold Automotive Park, Toopran, 60.00 15.15 This land was acquired from Hinduja Foundries Limited The Land was surrendered and
Telangana Land Kallakal (V), Toopran (Mandal) by the Company by virtue of the amalgamation handed over to the Authority by
Medak District, Telangana order passed by the National Company Law Tribunal, the Company during the year ended
Chennai. The name change in the records of registrar March 31, 2022.
has to be effected.
Ennore, Tamil Freehold Kathivakkam High Road, 35.22 81.00 This land was acquired from Hinduja Foundries Limited Hinduja Foundries Limited (merged
Nadu Land Ennore, Chennai 600 057 by the Company by virtue of the amalgamation with Ashok Leyland Limited)
has to be effected.
Uppal, Telangana Freehold Industrial Development Area, 15.36 123.00 This land was acquired from Hinduja Foundries Limited Hinduja Foundries Limited (merged
Land Uppal, Ranga Reddy District, by the Company by virtue of the amalgamation with Ashok Leyland Limited)
Telangana order passed by the National Company Law Tribunal,
has to be effected.
Mallavalli, Freehold Plot no. 2 & 3 of Model 75.00 13.02 The Agreement for Sale has been registered in the Agreement for sale registerd in
Andhra Pradesh Land Industrial Park situated at name of the Company. The Conveyance Deed is to the name of the Company. Final
Mallavalli Village, Bapulapadu be executed by the Authority upon fulfillment of the Conveyance deed is to be executed.
Mandal, Krishna District certain conditions by the Company.
Notes:
1. Cost of Buildings as at March 31, 2021 includes:

2. For details of assets given as security against borrowings, Refer Note 3.11(a).
3. For amount of contractual commitments for the acquisition of PPE, Refer Note 3.10(a).
4. Expenses capitalised ` 5.08 crores - Refer Notes 2.4, 2.5 and 2.7 to the standalone financial statements.
5. During the year, the Company has commissioned a manufacturing plant at Mallavalli, Andhra Pradesh and an amount of ` 120.62 crores has been included in additions to Property,
plant and equipment.
6. The gross carrying value and net carrying value of buildings located on freehold and leasehold land for which title is yet to be transferred in the name of the Company amounts to
` 217.93 crores and ` 190.52 crores respectively.

1.1A RIGHT-OF-USE ASSET ` Crores
Description Net Carrying Additions Closure / Reclassified as Depreciation Net Carrying
Amount Pre closure Held for sale Amount
01.04.2021 (Refer Note 31.03.2022
1.5A)
Leasehold Land 259.98 - - - 3.13 256.85
Building 21.71 13.34 0.99 - 8.38 25.68
Plant and equipment 7.47 - - - 1.01 6.46
Vehicle 0.38 16.66 - 5.87 3.58 7.59
Total 289.54 30.00 0.99 5.87 16.10 296.58
Title deeds of Leasehold land not held in the name of the Company
Property Asset Address Total Gross Net Reason for not in the name of the Property in the name
Description Class Acres carrying carrying Company of
(Approx.) value value
(Also (Also
Refer Refer
Note 1.1 Note 1.1
Sub- Sub-
Note 5) Note 5)
Sriperumbudur, Leasehold Plot Nos. Phase II, 79.44 11.47 10.77 The leasehold rights were originally Hinduja Foundries
Tamil Nadu Land K-1, K-2 SIPCOT granted to Hinduja Foundries Limited Limited (merged with
Industrial Park, by State Industries Promotion Ashok Leyland Limited)
Sriperumbudur, Corporation of Tamilnadu Limited
Tamil Nadu and acquired by the Company vide
amalgamation order passed by the
National Company Law Tribunal,
Chennai. The name change in
the records of registrar has to be
effected.
Pillaipakkam, Leasehold Plot No.A-1/A 210.00 90.99 87.16 The leasehold rights were originally Ashok Leyland Nissan
Tamil Nadu Land Sipcot Industrial granted to Ashok Leyland Nissan Vehicles Limited
Park, Pillaipakkam, Vehicles Limited by State Industries (merged with Ashok
Sriperumbudur, Promotion Corporation of Tamilnadu Leyland Limited)
Tamil Nadu Limited and acquired by the Company
vide amalgamation order passed by
the National Company Law Tribunal,
Chennai. The name change in the
records of registrar has to be effected.
Bhandara, Leasehold P O Box 15, 15.82 0.01 0.01 This is a leasehold land leased to Ashok Leyland Limited
Maharashtra Land Plot No.1, MIDC the Company by the Maharashtra (under regularisation)
Industrial Area, Industrial development Corporation.
Gadegao Lakhani However, a portion of the land (6.40
Taluk, Bhandara, hectares) occupied and used by
Maharashtra the Company for factory building
has been considered unauthorised
being a Forest Land. The Company
had approached the Mumbai High
Court and subsequently pursuant
to its orders has applied for the
regularisation of the said portion of
forest land in exchange of alternate
land for afforestation.
Notes:
1. Escalation clause - the percentage of escalation is up to a maximum of 15%.
2. Discounting rate used for the purpose of computing right to use asset ranges from 6% to 8%.
3. Rental amount per annum ranges from ` 0.01 crores to ` 1.36 crores, which also carries a clause for extension of agreement based on
mutual understanding between Lessor and Lessee.
4. The lease period ranges from 2 years to 90 years over which the right to use asset is depreciated on a straight line basis.
5. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any major covenants other than the security interests in the leased assets that are held by the lessor. Leased assets are not used
as security for borrowing purposes.

1.1A RIGHT-OF-USE ASSET ` Crores
Description Net Carrying Additions Closure / Depreciation Net Carrying
Amount 01.04.2020 Pre closure Amount 31.03.2021
Leasehold Land * 366.21 - 99.59 6.64 259.98
Building 31.76 3.61 3.25 10.41 21.71
Plant and equipment 6.89 1.58 - 1.00 7.47
Vehicle 1.60 0.04 0.16 1.10 0.38
Total 406.46 5.23 103.00 19.15 289.54
* A portion of leasehold land allotted by State Industries Promotion Corporation of Tamil Nadu (SIPCOT), taken over by the Company pursuant
to amalgamation, was surrendered subsequent to the date of balance sheet (March 31, 2021) and the same is classified as receivable from
government authorities under other current financial asset (Refer Note 1.13).
Title deeds of Leasehold land not held in the name of the Company
` Crores
Property Asset Address Total Gross Net Reason for not in the name of the Property in the
Description Class Acres carrying carrying Company name of
(Approx.) value value (Also
(Also Refer Note
Refer 1.1 Sub-
Note 1.1 Note 6)
Sub-Note
6)
Sriperumbudur, Leasehold Plot Nos. 79.44 11.47 10.91 The leasehold rights were originally Hinduja Foundries
Tamil Nadu Land Phase II, K-1, granted to Hinduja Foundries Limited by Limited (merged
K-2 SIPCOT State Industries Promotion Corporation with Ashok
Industrial Park, of Tamilnadu Limited and acquired by Leyland Limited)
Sriperumbudur, the Company vide amalgamation order
Tamil Nadu passed by the National Company Law
Tribunal, Chennai. The name change in
the records of registrar has to be effected.
Pillaipakkam, Leasehold Plot No.A- 210.00 90.99 88.13 The leasehold rights were originally granted Ashok Leyland
Tamil Nadu Land 1/A Sipcot to Ashok Leyland Nissan Vehicles Limited Nissan Vehicles
Industrial Park, by State Industries Promotion Corporation Limited
Pillaipakkam, of Tamilnadu Limited and acquired by the (merged with
Sriperumbudur, Company vide amalgamation order passed Ashok Leyland
Tamil Nadu by the National Company Law Tribunal, Limited)
Chennai. The name change in the records
of registrar has to be effected.
Bhandara, Leasehold P O Box 15.82 0.01 0.01 This is a leasehold land leased to the Ashok Leyland
Maharashtra Land 15, Plot Company by the Maharashtra Industrial Limited (under
No.1, MIDC development Corporation. However, regularisation)
Industrial a portion of the land (6.40 hectares)
Area, Gadegao occupied and used by the Company for
Lakhani Taluk, factory building has been considered
Bhandara, unauthorised being a Forest Land. The
Maharashtra Company had approached the Mumbai
High Court and subsequently pursuant
to its orders has applied for the
regularisation of the said portion of forest
land in exchange of alternate land for
afforestation.
Notes:
1. Escalation clause - the percentage of escalation is up to a maximum of 15%.
2. Discounting rate used for the purpose of computing right to use asset ranges from 6% to 8%.
3. Rental amount per annum ranges from ` 0.01 crores to ` 1.36 crores, which also carries a clause for extension of agreement based on
mutual understanding between Lessor and Lessee.
5. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any major covenants other than the security interests in the leased assets that are held by the lessor. Leased assets are not used
as security for borrowing purposes.

1.2 OTHER INTANGIBLE ASSETS AND INTANGIBLE ASSETS UNDER DEVELOPMENT ` Crores
120
DESCRIPTION GROSS CARRYING AMOUNT (COST) AMORTISATION NET CARRYING
AMOUNT
Other intangible assets 01.04.2021 Additions Disposals 31.03.2022 01.04.2021 Charge during Disposals 31.03.2022 31.03.2022
the year
Computer software
- Developed 114.21 - 10.83 103.38 88.82 15.44 4.15 100.11 3.27

- Acquired 130.18 4.39 5.42 129.15 99.98 14.17 4.34 109.81 19.34
Technical knowhow
- Developed* 1,300.79 146.82 133.12 1,314.49 389.50 123.74 27.13 486.11 828.38
- Acquired 40.48 - - 40.48 6.07 8.10 - 14.17 26.31
Total 1,585.66 151.21 149.37 1,587.50 584.37 161.45 35.62 710.20 877.30
* Refer Sub-Note 5 of Note 1.13 to the standalone financial statements

year
Intangible assets under development (IAUD) 143.07 91.30 151.21 83.16
Ageing of Intangible assets under development

Amount in IAUD for a period of Less than 1-2 years 2-3 years More than Total
1 year 3 years
Of the above there are no projects where the cost has exceeded the budget. Projects whose completion is delayed is as follows:
1 year 3 years
Projects relating to Technical knowhow - 54.80 - - - 54.80
Product development
Notes:
1. Additions to other intangible assets and Intangible assets under development include:
Expenses capitalised `87.60 crores - Refer Notes 2.4, 2.5 and 2.7 to the standalone financial statements.
2. For amount of contractual commitments for the acquisition of intangible assets, Refer Note 3.10(a).
DESCRIPTION GROSS CARRYING AMOUNT (COST) AMORTISATION NET CARRYING
AMOUNT
Other intangible assets 01.04.2020 Additions Disposals 31.03.2021 01.04.2020 Charge during Disposals 31.03.2021 31.03.2021
the year
Computer software
- Developed 114.21 - - 114.21 70.33 18.49 - 88.82 25.39
- Acquired 126.64 3.54 - 130.18 82.85 17.13 - 99.98 30.20
Technical knowhow
- Developed 1,086.33 214.46 - 1,300.79 263.45 126.05 - 389.50 911.29
- Acquired - 40.48 - 40.48 - 6.07 - 6.07 34.41
Total 1,327.18 258.48 - 1,585.66 416.63 167.74 - 584.37 1,001.29

year*
Intangible assets under development (IAUD) 173.17 187.90 218.00 143.07
* Amount of ` 40.48 crores directly capitalised in other intangible assets.
Ageing of Intangible assets under development

Amount in IAUD for a period of Less than 1-2 years 2-3 years More than Total
1 year 3 years
Of the above there are no projects where the cost has exceeded the budget. Projects whose completion is delayed is as follows:
1 year 3 years
Projects relating to Technical knowhow - 123.62 - - - 123.62
Product development
Notes:
1. Additions to Other intangible assets and Intangible assets under development include:
Expenses capitalised ` 184.35 crores - Refer Notes 2.4, 2.5 and 2.7 to the standalone financial statements.

1.3 NON-CURRENT FINANCIAL ASSETS - INVESTMENTS
DESCRIPTION As at March 31, 2022 As at March 31, 2021
Nos ` Crores Nos ` Crores
A) Investments in Equity Instruments (unquoted) (fully paid up unless
otherwise stated)
1) Subsidiaries (at cost)
a) Equity Shares of ` 10 each
Global TVS Bus Body Builders Limited 66,00,000 14.50 66,00,000 14.50
HLF Services Limited 27,000 0.56 27,000 0.56
Ashley Aviation Limited 2,22,76,290 21.28 1,82,76,290 17.28
Albonair (India) Private Limited (Refer Sub-Note 3) 4,50,00,000 56.15 4,50,00,000 56.15
Hinduja Leyland Finance Limited (Refer Sub-Note 4 and 10) 32,32,46,338 1,931.16 32,32,46,338 1,931.16
Hinduja Tech Limited (Refer Sub-Note 3 and 5) 15,39,50,000 167.57 15,39,50,000 167.57
b) Equity Shares of ` 10 each partly paid up
Vishwa Buses and Coaches Limited (` 5.50 each paid up) 6,00,00,000 33.00 6,00,00,000 33.00
c) Equity Shares of `100 each
Gulf Ashley Motor Limited (Refer Sub-Note 3) 27,66,428 27.94 27,66,428 27.94
d) Equity Shares
Optare Plc (Refer Sub-Note 3)
Ordinary shares of British Pence 0.1 each 88,15,37,04,162 931.58 88,15,37,04,162 931.58
Deferred shares of British Pence 0.9 each 19,55,57,828 - 19,55,57,828 -
e) Equity shares of Naira 1 each
Ashok Leyland (Nigeria) Limited 99,99,999 0.36 99,99,999 0.36
f) Equity shares of USD 20 each
Ashok Leyland (Chile) S.A. 28,499 3.76 28,499 3.76
g) Equity Shares of Euro 1 each
Albonair GmbH (Refer Sub-Note 3 and 9) 5,24,95,000 460.09 5,19,95,000 455.79
h) Equity shares of UAE Dirhams of 1,000 each
Ashok Leyland (UAE) LLC (Refer Sub-Note 3) 35,770 110.49 35,770 110.49
(including beneficial interest of ` 56.41 crores)
2) Associates (at cost)
Ashok Leyland Defence Systems Limited (Refer Sub-Note 3) 50,27,567 5.03 50,27,567 5.03
Mangalam Retail Services Limited 37,470 0.04 37,470 0.04
b) Equity shares of Srilankan Rupees 10 each - (quoted)
Lanka Ashok Leyland, Plc 10,08,332 0.57 10,08,332 0.57
3) Joint Ventures (at cost)
Equity Shares of ` 10 each
Ashley Alteams India Limited (Refer Sub-Note 3) 7,59,47,500 46.51 7,34,47,693 44.01
Ashok Leyland John Deere Construction Equipment Company
Private Limited (under liquidation) 17,27,270 1.73 17,27,270 1.73
GRO Digital Platforms Limited 1,00,00,000 10.00 - -
Sub Total 3,822.32 3,801.52
Less: Impairment in Value of Investments
Ashok Leyland John Deere Construction Equipment Company
Private Limited (under liquidation) 1.73 1.73
Ashley Aviation Limited 21.28 17.28
Optare Plc (Refer Note 3.25) - 781.19
Albonair GmbH (Refer Sub-Note 11) 460.09 220.73
Albonair (India) Private Limited 12.34 12.34
Ashok Leyland (Chile) S.A. 3.76 3.76
Aggregate of Impairment in Value of Investments 499.20 1,037.03
Sub Total 3,323.12 2,764.49

4) Others (At Fair value through profit or loss)
Rajalakshmi Wind Energy Limited
(formerly Ashok Leyland Wind Energy Limited) 78,12,950 9.12 78,12,950 9.12
Chennai Willingdon Corporate Foundation (Cost ` 900) 100 # 100 #
Hinduja Energy (India) Limited (Refer Sub-Note 11) 6,11,47,058 81.33 6,11,47,058 188.46
OPG Power Generation Private Limited - - 65,000 0.07
Kamachi Industries Limited 5,25,000 0.53 5,25,000 0.53
ARS Energy Private Limited 640 0.01 640 0.01
Prathama Solarconnect Energy Private Limited 1,86,56,912 18.67 1,86,56,912 18.67
b) Equity shares of ` 100 each partly paid-up
Adyar Property Holding Co. Limited (` 65 paid up)
[Cost ` 19,500] 300 # 300 #
Sub Total 109.66 216.86
Total Investments in Equity Instruments (net) 3,432.78 2,981.35
B) Investments in Preference Shares (At Fair value through profit or
loss) (unquoted)
1) Subsidiary
Ashok Leyland (UAE) LLC
6% Non-Cumulative Non-Convertible Redeemable
Preference shares of AED. 1,000 each 23,000 44.17 23,000 36.36
Ashley Aviation Limited
6% Non-Cumulative Redeemable Non-Convertible
Preference shares of ` 10 each 40,00,000 0.07 40,00,000 0.07
6% Cumulative Redeemable Non-Convertible Preference
shares of `10 each 18,00,000 # 18,00,000 #
Hinduja Tech Limited
Preference shares of `10 each 2,39,00,000 16.11 2,39,00,000 22.65
2) Associates
Ashok Leyland Defence Systems Limited
Preference shares of ` 10 each 1,00,00,000 6.89 1,00,00,000 6.73
Total Investments in Preference Shares 67.24 65.81
C) Investment in Special Limited Partnership (At Fair value through
profit or loss)
Vasuki SCSp (Refer Sub-Note 7) 21.56 21.56
21.56 21.56
Total 3,521.58 3,068.72
Notes:
1. Particulars March 31, 2022 March 31, 2021
` Crores ` Crores
Aggregate value of unquoted investments 4,020.21 4,105.18
Aggregate value of quoted investments 0.57 0.57
Aggregate value of impairment in value of investments 499.20 1,037.03
2. Investments are fully paid-up unless otherwise stated.
3. The equity investments in a joint venture can be transferred / pledged / disposed off / encumbered only with the consent of banks /
financial institutions who have given loans to the joint venture company. The equity investments in certain subsidiaries and associates can
be disposed off only with the consent of banks / financial institutions who have given loans to these companies.

4. Lock-in commitment in the shareholders agreement: [Also refer Note 3.10(c)]
Particulars No of Shares
Hinduja Leyland Finance Limited 2,84,72,743
5. The Company has acquired the balance 38% stake in Hinduja Tech Limited during the year 2020-21.
6. Number of shares held by the Company includes joint holding / beneficial interest.
7. The Company holds 9.09% of Class A units in the special limited partnership.
8. The investments made by the Company is in compliance with section 180 and 186 with respect to layers of investment permitted under
the Companies Act, 2013.
9. During the year, loan outstanding from Albonair GmbH, a subsidiary of the Company, has been converted to investment in equity shares
amounting to ` 4.30 crores.
10. The Board of Directors of Hinduja Leyland Finance Limited, a subsidiary of the Company, at their meeting held on March 16, 2022, accorded
an in-principal approval for the proposed merger of Hinduja Leyland Finance Limited into NXT DIGITAL Limited, listed entity in India, subject
to all applicable statutory and regulatory approvals.
11. For the year ended March 31, 2022, the Company has recorded a loss on fair valuation of equity investment in Hinduja Energy (India)
Limited (HEIL) amounting to ` 107.13 crores under exceptional item based on business plan of HEIL and the independent valuers report.
The Company has recorded an impairment loss on equity investment in its subsidiary viz Albonair GmbH (Cash Generating Unit (CGU))
amounting to ` 239.36 crores based on future Business plan, internal and external factors and the independent valuers report. The
Company has used discounted cash flow method for arriving at the value in use of the CGU. The discounted cash flow method uses post
tax discount rate ranging between 10%-20% for current and previous year for the aforementioned entities. Both pre tax discount rate and
post tax discount rate gives the same recoverable amount.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.4 NON-CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
(Unsecured, considered good)
Trade receivables
Related parties (Refer Note 3.8) 0.03 0.31
0.03 0.31
Refer note 1.10 for ageing of trade receivables
Note:
These are carried at amortised cost.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.5 NON-CURRENT - OTHER FINANCIAL ASSETS
(Unsecured, considered good unless otherwise stated)
a) Other receivables *
Considered good - 3.64
Considered doubtful 3.99 4.34
Less: Allowance for doubtful receivables 3.99 4.34
- 3.64
b) Derivatives designated as hedging instruments carried at fair value 26.69 18.10
c) Others
i. Employee advances 2.13 1.13
ii. Others (includes refund receivable, etc) 14.17 14.17
16.30 15.30
d) Security deposits
Considered good 25.64 20.50
Considered doubtful 0.23 -
Less: Allowance for doubtful receivables 0.23 -
25.64 20.50
68.63 57.54
Of the Employee advances above,
Due from Officers # 0.00 0.00
* includes receivable on sale of windmill undertaking of the Company.
Notes:
1. These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other
comprehensive income.
2. Movement in allowance for doubtful receivables is as follows:
Particulars March 2022 March 2021
Opening 4.34 4.34
Add: Additions - -
Less: Utilisations / Reversals 0.35 -
Closing 3.99 4.34
3. Movement in allowance for doubtful security deposits is as follows:
Opening - -
Add: Additions 0.23 -
Less: Utilisations / Reversals - -
Closing 0.23 -
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.5A ASSETS CLASSIFIED AS HELD FOR SALE
Property, plant and equipment and Capital work-in-progress (net of provision for assets held for 42.53 -
sale relating EMAAS business) (Refer Notes 1.1 and 1.2)
Right-of-use asset (Refer Note 1.1A) 5.87 -
Non-current and current financial assets (includes trade and other receivables, etc.) 11.74 -
Non-current and current assets 0.66 -
Inventories 2.83 -
63.63 -

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.5B LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD FOR SALE
Non-current and current financial liabilities (includes trade and other payables, etc.) 9.90 -
Non-current and current liabilities (includes contract liabilities, etc.) 1.74 -
Non-current and current provision (includes provision for employee benefits) 0.14 -
11.78 -
Note:
In the meeting held on November 12, 2021, the Board of Directors of the Company had approved the transfer of “Electric Vehicle Mobility
As A Service (EMAAS)” business to Ohm Global Mobility Private Limited (Fellow subsidiary of the Company) with effect from October 1,
2021. The Company has since received the regulatory approvals and accordingly classified the associated assets and liabilities as “Held
for sale”. The provision relating to EMAAS business classified as assets held for sale is shown under note 2.8. The transfer of business will
be consummated on receipt of certain other approvals expected within next 12 months.
The fair value of the EMAAS business was determined using the Income approach. In this approach, the discounted cash flow method is
used to capture the present value of the expected future economic benefits to be derived from the business. This is a level 3 measurement
as per the fair value hierarchy set out in fair value measurement disclosures. The key inputs are:
a) the estimated cash flows; and
b) the discount rate to compute the present value of the future expected cash flows
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.6A NON-CURRENT - INCOME TAX ASSETS (NET)
Advance income tax (net of provision) 88.75 100.26
88.75 100.26
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.6B CURRENT TAX LIABILITIES (NET)
Provision for taxation (net of advance tax) 123.47 53.45
123.47 53.45

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.7 OTHER NON-CURRENT ASSETS
a) Capital advances
Advances to related parties (Refer Note 3.8)
Others
Less: Allowance for doubtful advances 0.82 1.91
46.98 38.13
b)
Balances with Government Authorities - Goods and Services, customs, port trust, central
excise, etc. (including paid under protest)
Less: Allowance for doubtful balances 2.90 -
8.34 12.56
c) Others
i. Sales tax paid (including paid under protest) 207.41 210.18
ii. Other advances (includes prepaid expenses, etc.) 75.08 88.44
282.49 298.62
337.81 349.31
Notes :
1. Movement in allowance for doubtful advances towards capital advances is as follows:
Opening 1.91 2.57
Add: Additions - -
Less: Utilisations / Reversals 1.09 0.66
Closing 0.82 1.91
2. Movement in allowance for doubtful balances towards balances with Government Authorities - Goods and Services, customs, port
trust, central excise, etc. is as follows:
Opening - -
Add: Reclassification 2.90 -
Less: Utilisations - -
Closing 2.90 -

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.8 INVENTORIES
(a) Raw materials and components 894.86 1,011.51
(b) Work-in-progress 266.75 292.95
(c) Finished goods 602.79 573.88
(d) Stock-in-trade
Spare parts and auto components (including works made) 220.46 174.18
(e) Stores, spares and consumable tools 90.34 89.77
2,075.20 2,142.29
Notes:
1. Goods-in-transit included above are as below :
(a) Raw materials and components 9.65 27.50
(b) Stock-in-trade
Spares parts and auto components (including works made) # 0.70
2. Cost of inventories (including cost of stock-in-trade purchased and write down of inventories) recognised as an expense during the
year are `16,761.07 crores (2020-21: `11,403.31 crores).
3. For details of assets given as security against borrowings - Refer Notes 3.11 and 3.12
# Amount below rounding off norms of the Company
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.9 CURRENT FINANCIAL ASSETS - INVESTMENTS
(Unquoted)
Units in mutual funds 1,298.05 -
(March 31, 2022: 3,16,00,536.79 units, March 31, 2021: Nil)
1,298.05 -
Note:
These are carried at fair value through profit or loss

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.10 CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
(Unsecured)
Considered good
Others 2,947.56 2,572.84
3,111.02 2,816.00
Considered doubtful
Others 116.51 129.09
116.51 129.09
Less: Loss allowance 116.51 129.09
3,111.02 2,816.00
Ageing for trade receivable (Refer Notes 1.4 and 1.10) ` Crores
Year ended March 31, 2022 Outstanding for following periods from due date of payment
Not due Less than 6 months 1-2 years 2-3 years More than Total
6 months - 1 year 3 years
(i) Undisputed Trade receivables
- considered good 2,672.63 231.74 7.03 8.97 4.83 34.57 2,959.77
(ii) Disputed Trade Receivables
- considered good - 23.65 9.99 19.27 22.48 192.40 267.79
Gross Receivables 2,672.63 255.39 17.02 28.24 27.31 226.97 3,227.56
Less: Provisions 116.51
Total 3,111.05
Not due Less than 6 months 1-2 years 2-3 years More than Total
6 months - 1 year 3 years
(i) Undisputed Trade receivables
- considered good 2,292.78 235.26 53.68 32.48 22.75 54.49 2,691.44
(ii) Disputed Trade Receivables
- considered good - 25.75 10.16 23.18 13.78 181.09 253.96
Less: Provisions 129.09
Total 2,816.31
Notes :
1. Movement in loss allowance is as follows:
Opening 129.09 80.48
Add: Additions 15.35 69.41
Closing 116.51 129.09
2. These are carried at amortised cost.
3. For details of assets given as security against borrowings - Refer Notes 3.11 and 3.12

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.11 A. CASH AND CASH EQUIVALENTS
i) Balance with banks:
a) In current accounts 21.43 21.12
b) In cash credit accounts 472.73 508.85
c) In deposit accounts * 500.00 -
ii) Cash and stamps on hand 0.09 0.16
994.25 530.13
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.11 B. BANK BALANCES OTHER THAN (A) ABOVE
i) Unclaimed dividend accounts (earmarked) 10.51 10.21
ii) Escrow bank account (earmarked) 42.20 32.61
iii) Deposits with original maturity of more than 3 months but less than 12 months - 250.00
52.71 292.82
* This represents deposits with original maturity of less than or equal to 3 months.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.12 CURRENT FINANCIAL ASSETS - LOANS
a) Loans to related parties in foreign currency (Refer Note 3.8) - 4.29
- 4.29
Note:

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.13 CURRENT - OTHER FINANCIAL ASSETS
a) Interest accrued :
- Loans to related parties (Refer Note 3.8) - 0.04
- Others 13.23 25.44
b) Employee advances 20.55 21.77
c) Derivatives designated as hedging instruments carried at fair value 19.14 1.52
d) Earmarked bank balance (escrow bank accounts) - 2.82
e) Related parties (Refer Note 3.8)
i. Advances in foreign currency # 0.00 0.00
ii. Other receivable 6.84 3.61
6.84 3.61
f) Revenue grants receivable
46.92 224.45
Less: Allowance for doubtful receivable 8.89 1.93
38.03 222.52
g) Receivable from Government authorities
15.15 97.61
Less: Allowance for doubtful amount 3.90 -
11.25 97.61
h) Others (includes expenses recoverable, etc.)
125.02 104.00
Less: Allowance for doubtful amount 20.51 20.52
104.51 83.48
i) Security deposits 3.02 16.33
j) Bank deposits with original maturity of greater than 12 months 500.00 350.00
k) Receivable on slump sale from related party 279.01 -
(Refer Sub-Note 5 and Note 3.8)
995.58 825.14
Of the Employee advances mentioned above
Notes:
1. These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other
2. Movement in Allowance for doubtful receivable (Revenue grants receivable) is as follows:
Opening 1.93 1.90
Less: Utilisations / Reversals - #
Closing 8.89 1.93
3. Movement in Allowance for doubtful receivable (others) is as follows:
Opening 20.52 20.52
Add: Additions - -
Closing 20.51 20.52
4. Movement in Allowance for doubtful receivable (Receivable from government authorities) is as follows:
Opening - -
Add: Transfer 3.90 -
Closing 3.90 -
5. During the year, the Company has sold the Electric Vehicle (EV) business to Switch Mobility Automotive Limited, a step down
subsidiary of the Company for a consideration of ` 240.20 crores plus interest and other reimbursements towards expenses and
working capital. The net gain is shown under exceptional item, refer note 2.8.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.14 OTHER CURRENT ASSETS
a) Advances to related parties (Refer Note 3.8) - 0.43
b) Supplier advances
Considered good
Related Parties (Refer Note 3.8) 5.16 -
Others 35.54 49.26
41.67 49.90
40.70 49.26
c) Balances with Government Authorities - Goods and Services, customs, port trust, central 776.77 645.62
excise etc.
d) Others* 113.90 145.55
931.37 840.86
* Includes:
- Prepaid expenses 111.73 122.65
- Gratuity - 18.57
Note:
Movement in Allowance for doubtful advances is as follows:
Opening 0.64 2.29
Closing 0.97 0.64
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.15 EQUITY SHARE CAPITAL
Authorised
27,85,60,00,000 (March 2021: 27,85,60,00,000) Equity shares of `1 each 2,785.60 2,785.60
2,785.60 2,785.60
Issued
a) 2,28,92,12,796 (March 2021: 2,28,92,12,796) Equity shares of `1 each 228.92 228.92
b) 64,63,14,480 (March 2021: 64,63,14,480) Equity shares of `1 each issued through Global 64.63 64.63
Depository Receipts
293.55 293.55
Subscribed and fully paid up
a) 2,28,92,12,796 (March 2021: 2,28,92,12,796) Equity shares of `1 each 228.92 228.92
b) 64,63,14,480 (March 2021: 64,63,14,480) Equity shares of `1 each issued through Global 64.63 64.63
Depository Receipts
293.55 293.55
Add: Forfeited shares (amount originally paid up in respect of 760 shares) #
0.00 0.00
293.55 293.55
#
amount is below rounding off norms adopted by the Company.

Shares held by promoters as at March 31, 2022
S. Name of the Promoter No. of Shares % of total shares % Change during
No the year
1 Hinduja Automotive Limited (including shares held through GDRs 1,34,86,28,818 45.94 -
through Citibank N A, New York)
2 Hinduja Bank (Switzerland) Ltd (held on behalf of Hinduja Automotive 14,49,04,064 4.94 -
Limited)
3 Hinduja Foundries Holdings Limited 71,27,379 0.24 -
Total 1,50,06,60,261 51.12 -
Shares held by promoters as at March 31, 2021

S. Name of the Promoter No. of Shares %of total shares % Change during
No the year
1 Hinduja Automotive Limited (including shares held through GDRs 1,34,86,28,818 45.94 -
through Citibank N A, New York)
Limited)
Total 1,50,06,60,261 51.12 -
Notes:
1. Reconciliation of number of equity shares subscribed
Balance as at the beginning / end of the year 2,93,55,27,276 2,93,55,27,276
2. Shares issued in preceding 5 years for consideration other than cash
Hinduja Foundries Limited (amalgamating company) merged with the Company effective October 1, 2016 pursuant to the order
received from National Company Law Tribunal on April 24, 2017. Consequently, 8,06,58,292 equity shares of `1 each of the Company
has been allotted on June 13, 2017 as fully paid up to the shareholders of the amalgamating company.
3. As on March 31, 2022, there are 35,31,58,140 (March 2021: 35,31,58,140) equity shares representing the outstanding Global
Depository Receipts (GDRs). The balance GDRs have been converted into equity shares.
4. Shares held by the Holding Company
Hinduja Automotive Limited, the holding company, holds 1,16,43,32,742 (March 2021: 1,16,43,32,742) Equity shares and
54,86,669 (March 2021: 54,86,669) Global Depository Receipts (GDRs) equivalent to 32,92,00,140 (March 2021: 32,92,00,140)
Equity shares of `1 (March 2021: `1) each aggregating to 50.88% (March 2021: 50.88%) of the total share capital.
5. Shareholders other than the Holding Company holding more than 5% of the equity share capital
There are no shareholders holding more than 5% of the equity share capital of the Company other than the Holding Company as at
March 31, 2022 and March 31, 2021.
6. Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Company
a) The Equity shareholders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc. and
their rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies Act, 2013.
b) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of the
Companies Act, 2013. Each GDR holder is entitled to receive 60 equity shares [ March 2021: 60 equity shares] of ` 1 each,
per GDR, and their voting rights can be exercised through the Depository.

As at As at
March 31, 2022 March 31, 2021
Note ` Crores ` Crores
1.16 OTHER EQUITY
Capital Reserve A 263.87 263.87
Securities Premium B 1,908.75 1,908.75
Capital Redemption Reserve C 3.33 3.33
Share Options Outstanding Account D 37.90 42.21
General Reserve E 1,020.55 1,018.33
Cash Flow Hedge Reserve F 10.01 (12.75)
Retained Earnings G 3,798.94 3,459.91
7,043.35 6,683.65
Refer “Statement of Changes in Equity” for additions / deletions in each reserve.
Notes:
A Capital reserve represents reserve created pursuant to the business combinations.
B Securities premium represents premium received on equity shares issued, which can be utilised only in accordance with the provisions
of the Companies Act, 2013 (the Act) for specified purposes.
C Capital redemption reserve represent the reserve arising pursuant to the business combination during 2016-17.
D Share options outstanding account relates to stock options granted by the Company to employees under an employee stock options
plan. (Refer Note 3.4)
E General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as
dividend payout, bonus issue, etc.
F Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging
instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments
that are recognised and accumulated in this reserve are reclassified to profit or loss only when the hedged transaction affects the
profit or loss.
G In respect of the year ended March 31, 2022, the Board of Directors has declared a dividend of `1.00 per equity share (March 2021:
` 0.60 per equity share) subject to approval by shareholders at the ensuing Annual General Meeting after which dividend will be
accounted and paid out of the retained earnings available for distribution in accordance with the provisions of the Act. Revaluation
reserve amounting to ` 1,210.21 crores transferred to retained earnings on transition date may not be available for distribution.
1.17 NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
a) Secured borrowings
i. Term loan from banks 1,300.00 987.50
ii. SIPCOT soft loan 31.18 31.18
iii. Non-convertible debentures 795.88 595.43
b) Unsecured borrowings
i. External commercial borrowings from banks 657.14 877.49
ii. Interest free sales tax loans 66.41 66.41
2,850.61 2,558.01
Notes:
2. Refer Note 1.22 for current maturities of non-current borrowings.
3. Refer Note 3.11 for security and terms of the borrowing
4. The Company has been authorised to issue 3,65,00,000 (March 2021: 3,65,00,000) Non-Cumulative Redeemable Non-Convertible
Preference Shares of `10 each valuing `36.50 crores (March 2021: `36.50 crores) and 7,70,00,000 (March 2021: 7,70,00,000)
Non-Convertible Redeemable Preference Shares of `100 each valuing `770.00 crores (March 2021: `770.00 crores). No preference
shares has been issued during the year.
5. Refer Note 3.6 for details on debt covenants.
6. The Company has utilised the borrowings for the purpose for which it is obtained as mentioned in the agreements.
7. The Company is not declared as a willful defaulter by any bank or financial institution or government or any government authority.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.18 NON-CURRENT - OTHER FINANCIAL LIABILITIES
a) Derivatives designated in hedging relationships carried at fair value 5.05 21.98
b) Capital creditors 3.71 -
c) Others (includes security deposit payable, etc.) 20.65 22.90
29.41 44.88
Note:
These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other comprehensive
income.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.19 NON-CURRENT CONTRACT LIABILITIES
Income received in advance (Refer note 3.7) 190.58 213.50
190.58 213.50
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.20 NON-CURRENT PROVISIONS
a) Provision for employee benefits
i. Compensated absences 98.77 99.30
ii. Others including post retirement benefits 7.29 5.62
b) Others
i. Product warranties 90.11 76.39
ii. Others (including litigation matters) 4.04 8.26
200.21 189.57
Notes:
1. Movement in Provision for product warranties is as follows :
Opening (Current (Refer Note 1.26) and Non-current) 260.80 312.76
Add: Provided during the year 192.12 222.83
Less: Utilisations (net) 132.32 274.79
Closing (Current (Refer Note 1.26) and Non-current) 320.60 260.80
This provision is recognised once the products are sold. The estimated provision takes into account historical information, frequency and
average cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents
the present value of management’s best estimate of the future economic benefits. The outstanding provision for product warranties as
at the reporting date is for the balance unexpired period of the respective warranties on the various products which range from 1 to 24
months.
2. Movement in Provision for others (including litigation matters) is as follows :
Opening 8.26 8.26
Less: Transfer / Reversal 31.06 -
Closing 4.04 8.26
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.21 DEFERRED TAX LIABILITIES (NET)
a) Deferred tax liabilities 962.53 1,051.81
b) Deferred tax (assets) (818.17) (881.02)
144.36 170.79
Notes:
1. Refer Note 3.1 for details of deferred tax liabilities and assets.
2. Deferred tax assets includes Unused tax credits (MAT credit entitlement) of ` 584.85 crores (March 2021: `574.78 crores).

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.22 CURRENT FINANCIAL LIABILITIES - BORROWINGS
Unsecured borrowings
Short term loans from banks 150.00 820.00
Commercial paper - 247.11
Bills discounted 116.83 91.13
Current maturities of long-term debts 389.66 12.50
656.49 1,170.74
Notes:
2. Refer Note 3.12 for security and terms of the borrowings.
3. Commercial paper - maximum balance outstanding during the year is ` 1,250 crores (March 2021: `1,800 crores).
4. Refer Note 3.6 for details of debt covenants.
5. The Company has utilised the borrowings for the purpose for which it is obtained as mentioned in the agreements.
6. Net debt reconciliation:
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Cash and cash equivalents 994.25 530.13
Liquid investments 1,298.05 -
Current borrowings (267.37) (1,162.17)
Non-current borrowings (3,290.15) (2,617.72)
Derivative Asset / (Liability) 33.92 (8.95)
Lease Liabilities (46.78) (30.06)
Net debt (1,278.08) (3,288.77)
Other assets Liabilities from financing activities Total

Cash and Liquid Non- Current Derivative Lease
bank investments current borrowings Asset / Liabilities
overdraft borrowings (Liability)
Net debt as at March 31, 2020 1,279.04 - (1,576.37) (1,710.97) 26.16 (40.47) (2,022.61)
Cash flows (net) (748.09) (6.91) (1,038.23) 548.13 - 12.15 (1,232.95)
Foreign exchange adjustments (Realised / Unrealised) (0.82) - 34.26 1.71 - 0.08 35.23
Profit / (loss) on sale of liquid investments (net) - 6.91 - - - - 6.91
Interest expense - - (169.34) (141.06) - (2.92) (313.32)
Interest paid - - 131.96 140.02 - - 271.98
Other non-cash movements
- Fair value adjustments - - - - (35.11) - (35.11)
- Addition / Deletion (Net) relating to lease liability - - - - - 1.10 1.10
Net debt as at March 31, 2021 530.13 - (2,617.72) (1,162.17) (8.95) (30.06) (3,288.77)
Cash flows (net) 464.26 1,283.82 (637.50) 894.27 - (15.32) 1,989.53
Foreign exchange adjustments (Realised / Unrealised) (0.14) - (31.23) 1.51 - - (29.86)
Profit / (loss) on sale of liquid investments (net) - 13.31 - - - - 13.31
Interest paid - - 193.23 82.31 - - 275.54
- Fair value adjustments - 0.92 - - 42.87 - 43.79
- Addition / Deletion (Net) relating to lease liability - - - - - 1.77 1.77
Net debt as at March 31, 2022 994.25 1,298.05 (3,290.15) (267.37) 33.92 (46.78) (1,278.08)
Note:
Non-current borrowings and interest expense is gross of impact on account of effective interest rate changes.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.23 CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES
Trade payables - including acceptances
a) Total outstanding dues of micro enterprises and small enterprises [Refer Note 3.14] 59.84 37.18
b) Total outstanding dues of creditors other than micro enterprises and small enterprises 6,815.39 5,127.51
6,875.23 5,164.69
Trade Payables ageing schedule ` Crores

As at March 31, 2022
Outstanding for following periods from due date of payment
Particulars Un-billed (includes Not due Less 1-2 2-3 More Total
accrued expenses than 1 years years than 3
/ liabilities) year years
(i) Undisputed dues - Micro and Small Enterprises 3.69 52.90 3.21 - 0.04 - 59.84
(ii) Undisputed dues - Others 936.00 5,629.55 224.31 9.24 11.38 4.91 6,815.39
(iii) Disputed dues – Micro and Small Enterprises - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 939.69 5,682.45 227.52 9.24 11.42 4.91 6,875.23
As at March 31, 2021

Particulars Un-billed (includes Not due Less 1-2 2-3 More Total
accrued expenses than 1 years years than 3
/ liabilities) year years
(i) Undisputed dues - Micro and Small Enterprises - 34.67 2.44 0.05 0.01 0.01 37.18
(iii) Disputed dues – Micro and Small Enterprises - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 828.77 4,150.42 163.03 12.58 6.89 3.00 5,164.69
Notes:
2. Includes acceptances amounting to ` 673.21 crores (March 2021: ` 187.65 crores)
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.24 CURRENT - OTHER FINANCIAL LIABILITIES
a) Interest accrued but not due on borrowings 45.43 42.23
b) Unclaimed dividends 10.51 10.21
c) Employee benefits 183.13 192.29
d) Capital creditors 155.22 241.25
e) Derivatives designated in hedging relationships carried at fair value 6.86 9.18
f) Others * 298.58 276.77
699.73 771.93
* Includes:
- Refund liabilities 261.39 259.80
Notes:
2. These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other comprehensive
income.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.25 CURRENT CONTRACT LIABILITIES
a) Income received in advance 292.94 333.25
b) Advance from customers 123.26 146.18
416.20 479.43
Note:
Refer Note 3.7 for disclosures relating to revenue from contracts with customers
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.26 CURRENT PROVISIONS
ii. Others including post retirement benefits 82.22 92.22
b) Others
i. Product warranties 230.49 184.41
ii. Obligations - 33.26
iii. Others (including litigation matters) 134.32 133.42
470.25 464.96
Notes:
1. For movement in Provision for product warranties refer note 1.20.
2. Movement in Provision for obligations (Optare plc) is as follows:

Opening 33.26 33.26
Add: Additions - -
Less: Reversal (Refer Note 2.8) 33.26 -
Closing - 33.26
3. Movement in Provision for others (including litigation matters) is as follows:

Opening 133.42 231.08
Add: Additions / Transfer 3.64 2.46
Less: Utilisations / Reversal 2.74 100.12
Closing 134.32 133.42
As at As at
March 31, 2022 March 31, 2022
` Crores ` Crores
1.27 OTHER CURRENT LIABILITIES
a) Statutory liabilities 275.51 160.54
b) Accrued gratuity (Refer Note 3.2) 6.12 -
c) Others 0.15 0.16
281.78 160.70

Year ended Year ended
March 31, 2022 March 31, 2021
` Crores ` Crores
2.1 REVENUE FROM OPERATIONS
a) Sale of products
- Commercial vehicles 18,003.09 12,279.56
- Engines and gensets 516.07 537.27
- Ferrous castings and patterns 469.02 357.58
- Spare parts and others 2,063.49 1,703.05
(A) 21,051.67 14,877.46
b) Sale of services (B) 855.41 648.74
c) Other operating revenues
- Export incentives 40.16 16.70
- Scrap sales 72.40 45.79
- Others 7.98 9.74
(C) 120.54 72.23
(A+B+C) 22,027.62 15,598.43
Less: Rebates and discounts 339.33 296.98
21,688.29 15,301.45

March 31, 2022 March 31, 2021
` Crores ` Crores
2.2 OTHER INCOME
a) Interest income from financial assets measured at amortised cost
i. Loans to related parties (Refer Note 3.8) 0.06 9.88
ii. Others 21.85 84.41
21.91 94.29
b) Dividend income from associates
Non-current investments (Refer Note 3.8) 0.07 0.19
c) Profit on sale of investments - net
Current investments 13.31 6.91
d) Other non-operating income
i. Profit on sale of Property, Plant and Equipment (net) 3.02 9.58
ii. Net (loss) / gain arising on financial asset mandatorily measured at FVTPL 2.36 (6.85)
iii. Others 35.46 15.38
40.84 18.11
76.13 119.50

March 31, 2022 March 31, 2021
` Crores ` Crores
2.3 CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE AND
WORK-IN-PROGRESS
Changes in inventories
- Finished goods and stock-in-trade (75.19) (415.54)
- Work-in-progress 26.20 (46.77)
Net change (48.99) (462.31)

March 31, 2022 March 31, 2021
` Crores ` Crores
2.4 EMPLOYEE BENEFITS EXPENSE
a) Salaries and wages 1,434.32 1,361.40
b) Contribution to provident and other funds 105.17 105.90
c) Share based payments costs * (2.09) 19.02
d) Staff welfare expenses 170.21 146.90
1,707.61 1,633.22
Less: Expenses capitalised 13.01 49.33
1,694.60 1,583.89
* For share options given by the Company to employees under employee stock option plan (Refer Note 3.4).
Note:
Employee benefits expense include:
- CSR Expenditure (Refer Note 3.15) 0.64 1.25

March 31, 2022 March 31, 2021
` Crores ` Crores
2.5 FINANCE COSTS
Interest expense 300.27 312.88
297.94 303.87
Interest on lease liability 3.17 2.92
301.11 306.79
Note:
The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable
to the Company’s general borrowings during the year - 8.36% p.a (March 31, 2021 - 7.90% p.a).

March 31, 2022 March 31, 2021
` Crores ` Crores
2.6 DEPRECIATION AND AMORTISATION EXPENSE
A) Property, plant and equipment
(i) Buildings 72.60 77.76
(ii) Plant and equipment 450.80 428.07
(iii) Furniture and fittings 4.96 6.52
(iv) Vehicles including electric vehicles 16.20 14.51
(v) Office equipment 20.62 23.92
(vi) Assets given on lease
- Buildings 0.29 0.29
- Plant and equipment # #
- Aircraft 9.74 9.75
575.21 560.82
B) Other intangible assets
(i) Computer software
- Developed 15.44 18.49
- Acquired 14.17 17.13
(ii) Technical knowhow
- Developed 123.74 126.05
- Acquired 8.10 6.07
161.45 167.74
C) Depreciation of Right-of-use asset 16.10 19.15
752.76 747.71
#
amount is below rounding off norms adopted by the Company.
Note:
Also Refer Notes 1.1, 1.2 and 1.1A
March 31, 2022 March 31, 2021
` Crores ` Crores
2.7 OTHER EXPENSES
(a) Consumption of stores and tools 68.04 55.04
(b) Power and fuel 179.53 161.87
(c) Rent (Refer Note 3.5) 7.25 4.79
(d) Repairs and maintenance
- Buildings 44.80 33.09
- Plant and machinery 157.71 124.07
(e) Insurance 30.63 19.49
(f) Rates and taxes, excluding taxes on income 12.92 11.87
(g) Research and development (includes materials consumed and testing charges) 134.51 137.64
(h) Service and product warranties 388.73 274.73
(i) Packing and forwarding charges 545.44 423.61
(j) Selling and administration expenses - net (includes hire charges, travel expenditure, 530.14 431.42
advertisement expenditure, consultancy charges, etc (Refer Note 3.13))
(k) Annual maintenance contracts 216.04 168.83
(l) Impairment loss allowance / write off on trade receivable (12.03) 65.36
(m) Impairment loss allowance / write off on other receivable 6.65 (1.61)
2,310.36 1,910.20
2,238.10 1,779.11
Note:
Selling and administration expenses include:
- Directors' sitting fees 1.23 1.15
- Commission to Non Whole-time Directors 3.00 3.15
- CSR Expenditure (Refer Note 3.15) 16.70 44.61

March 31, 2022 March 31, 2021
` Crores ` Crores
2.8 EXCEPTIONAL ITEMS
a) Impairment Reversal / (loss) in the value of investments
- Optare Plc (Refer Note 3.25) 781.19 -
- Ashley Aviation Limited (4.00) (11.74)
- Albonair GmbH (Refer Note 1.3) (239.36) -
b) Reversal of provision for obligation in relation to Optare Plc (Refer Note 3.25) 33.26 -
c) Loss on fair valuation of Investment in Hinduja Energy (India) Limited (107.13) -
(Refer Notes 1.3 and 3.6)
d) Reversal of provision relating to sale of long term investments 1.17 -
e) Gain on sale of immovable properties - 6.92
f) Obligation relating to discontinued products of LCV division (net of reversal) (3.67) 78.76
g) Voluntary retirement scheme (28.75) (85.99)
h) Profit (net) in relation to EV and related expenses (Refer Note 1.13) 104.96 -
i) Provision relating to EMAAS business classified as assets held for sale (26.84) -
(Refer Notes 1.5A and 1.5B)
510.83 (12.05)

March 31, 2022 March 31, 2021
` Crores ` Crores
3.1 Income taxes relating to continuing operations
3.1.1 Income tax recognised in profit or loss
Current tax
In respect of the current year 10.11 0.02
(A) 10.11 0.02
Deferred tax
In respect of the current year (24.33) (98.25)
Adjustments to deferred tax attributable to changes in tax rates and laws - -
(B) (24.33) (98.25)
Total income tax expense recognised in profit or loss (A + B) (14.22) (98.23)

March 31, 2022 March 31, 2021
` Crores ` Crores
3.1.2 Income tax expense for the year reconciled to the accounting profit:
Profit / (Loss) before tax 527.61 (411.91)
Income tax rate 34.944% 34.944%
Income tax expense 184.37 (143.94)
Effect of previously unrecognised and unused tax losses and deductible temporary differences (38.22) -
Effect of concessions and other allowances (29.25) -
Effect of exceptional items, disallowances and reversals (net) (131.16) 45.69
Effect of different tax rates of branches operating in overseas jurisdictions 0.04 0.02
Income tax expense recognised in profit or loss (14.22) (98.23)

3.1 Income taxes relating to continuing operations (Contd.)

March 31, 2022 March 31, 2021
` Crores ` Crores
3.1.3 Income tax recognised in other comprehensive income
Current tax - -
Deferred tax
Arising on income and expenses recognised in other comprehensive income:
Fair value remeasurement of hedging instruments entered into for cash flow hedges 5.39 (6.84)
Remeasurement of defined benefit obligation (14.33) 2.89
(A) (8.94) (3.95)
Arising on income and expenses reclassified from equity to profit or loss:
Relating to cash flow hedges 6.84 8.17
(B) 6.84 8.17
Total income tax recognised in other comprehensive income (A+B) (2.10) 4.22
3.1.4 Analysis of deferred tax assets / liabilities: ` Crores

March 31, 2022 Opening Recognised Recognised Closing
balance in profit in other balance
or loss comprehensive
income
Deferred tax (liabilities) / assets in relation to:
Property, Plant & Equipment and intangible assets (1,040.84) 90.68 - (950.16)
Right-of-use asset (10.97) 3.99 - (6.98)
Lease Liability 10.70 (4.24) - 6.46
Voluntary retirement scheme compensation 27.86 0.25 - 28.11
Expenditure allowed upon payments 90.20 (4.01) 14.33 100.52
Unused tax credit (MAT credit entitlement) 574.78 10.07 - 584.85
Cash flow hedges 6.84 - (12.23) (5.39)
Other temporary differences 80.31 17.92 - 98.23
Unused tax losses / unabsorbed deprectiation 90.33 (90.33) - -
(170.79) 24.33 2.10 (144.36)
March 31, 2021 Opening Recognised Recognised Closing

balance in profit in other balance
or loss comprehensive
income
Deferred tax (liabilities) / assets in relation to:
Property, Plant & Equipment and intangible assets (1,035.38) (5.46) - (1,040.84)
Right-of-use asset (15.93) 4.96 - (10.97)
Lease Liability 14.14 (3.44) - 10.70
Voluntary retirement scheme compensation 10.85 17.01 - 27.86
Expenditure allowed upon payments 84.77 8.32 (2.89) 90.20
Unused tax credit (MAT credit entitlement) 574.78 - - 574.78
Cash flow hedges 8.17 - (1.33) 6.84
Other temporary differences 93.78 (13.47) - 80.31
Unused tax losses / unabsorbed depreciation - 90.33 - 90.33
(264.82) 98.25 (4.22) (170.79)
Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values
of assets and liabilities and their respective tax bases, unused tax credits. Deferred tax assets are recognised to the extent that it is
probable that future taxable income will be available against which the deductible temporary differences, unused tax losses and unused
tax credits could be utilised.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
3.1.5 Unrecognised deductible temporary differences, unused tax losses and unused tax credits
- Unused tax losses (capital) 71.39 260.40
71.39 260.40
Notes:
1. These will expire in various years upto 2026-27.
2. The above are gross amounts on which appropriate tax rates would apply.
3.2 Retirement benefit plans

3.2.1 Defined contribution plans
Payments to defined contribution plans i.e., Company’s contribution to superannuation fund, employee state insurance and other funds are
determined under the relevant schemes and / or statute and charged to the Statement of Profit and Loss in the period of incurrence when
The total expense recognised in profit or loss of ` 25.60 crores (2020-21: `22.99 crores) represents contribution paid / payable to these
schemes by the Company at rates specified in the schemes.
3.2.2 Defined benefit plans

The Company has an obligation towards gratuity as per payment of gratuity act, 1972, a defined benefit retirement plan covering eligible
employees. The plan provides for a lump-sum payment to vested employees at the time of retirement, separation, death while in employment
or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs
upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an
actuarial valuation. The Company makes annual contributions through trusts to a funded gratuity scheme administered by the Life Insurance
Corporation of India.
Eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined benefit plan, in which both
employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary. The contributions
are made to the provident fund and pension fund set up as irrevocable trusts by the Company. The interest rates declared and credited by
trusts to the members have been higher than / equal to the statutory rate of interest declared by the Central Government.
Company’s liability towards gratuity (funded), provident fund, other retirement benefits and compensated absences are actuarially determined
at the end of each reporting period using the projected unit credit method as applicable.
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to
the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below
this rate, it will create a plan deficit.
Interest rate risk A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an
increase in the return on the plan’s debt investments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the
plan participants will increase the plan's liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

3.2 Retirement benefit plans (Contd.)
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
3.2.3 The principal assumptions used for the purposes of the actuarial valuations were as follows:
Gratuity
Discount rate 7.18% 6.82%
Expected rate of salary increase 5.50% 5.50%
Average Longevity at retirement age - past service 16.80 16.10
Average Longevity at retirement age - future service 11.20 11.60
Attrition rate 3.00% 3.00%
Compensated absences
Expected rate of salary increase 5.50% 5.50%
Other defined benefit plans
The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
March 31, 2022 March 31, 2021
` Crores ` Crores
3.2.4 Amounts recognised in total comprehensive income in respect of these defined benefit plans
are as follows:
Gratuity
Current service cost 19.74 21.42
Net interest expense / (income) (1.95) (0.41)
Components of defined benefit costs recognised in profit or loss 17.79 21.01
Remeasurement on the net defined benefit liability comprising:
Actuarial (gain) / loss arising from changes in financial assumptions (10.34) (10.17)
Actuarial (gain) / loss arising from experience adjustments 53.50 (12.40)
Actuarial (gain) / loss on plan assets (2.16) -
Components of defined benefit costs recognised in other comprehensive income 41.00 (22.57)
Total 58.79 (1.56)
Compensated absences and other defined benefit plans
Net interest expense 8.40 7.49
Actuarial (gain) / loss arising from experience adjustments (12.18) (3.90)
Components of defined benefit costs recognised in profit or loss 11.42 19.58
The current service cost and the net interest expense for the year are included in "contribution to provident and other funds" and "Salaries
and wages" under employee benefits expense in profit or loss (Refer Note 2.4).

3.2.5 The amount included in the balance sheet arising from the Company's obligation in respect of its defined benefit plans is as follows:
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Gratuity
Present value of defined benefit obligation 409.16 365.12
Fair value of plan assets 403.04 383.69
Net liability / (asset) arising from defined benefit obligation (funded) 6.12 (18.57)
Fair value of plan assets - -
Net liability arising from defined benefit obligation (unfunded) 130.09 127.39
Gratuity is reflected in other current asset in case of Net asset and reflected in "Accrued gratuity" under other current liabilities in case
of Net liability and compensated absences is reflected in "Provision for employee benefits" under provisions. [Refer Notes 1.14, 1.20, 1.26
and 1.27]
March 31, 2022 March 31, 2021
` Crores ` Crores
3.2.6 Movements in the present value of the defined benefit obligation were as follows:
Gratuity
Opening defined benefit obligation 365.12 380.40
Interest cost 23.46 23.85
Benefits paid (42.32) (37.98)
Closing defined benefit obligation 409.16 365.12

March 31, 2022 March 31, 2021
` Crores ` Crores
3.2.7 Movements in the fair value of the plan assets were as follows:
Gratuity
Opening fair value of plan assets 383.69 375.59
Interest on plan assets 25.41 24.26
Remeasurements due to Actual return on plan assets less interest on plan assets 2.16 -
Contributions 34.10 21.82
Closing fair value of plan assets 403.04 383.69
The Company funds the cost of the gratuity expected to be earned on a yearly basis to Life Insurance Corporation of India, which manages
the plan assets.
The actual return on plan assets was ` 27.57 crores (2020-21: `24.26 crores).

3.2.8 Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The
sensitivity analysis given below has been determined based on reasonably possible changes of the respective assumption occurring at
the end of the reporting period.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Gratuity
If the discount rate is 50 basis points higher / lower, the defined benefit obligation would:
decrease by 13.67 13.36
increase by 14.48 13.08
If the expected salary increases / decreases by 50 basis points, the defined benefit obligation
would:
Compensated absences
If the expected salary increases / decreases by 50 basis points, the defined benefit obligation
would:
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation, since the above
analysis are based on change in an assumption while holding other assumptions constant. In practice, it is unlikely that the change in
assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using
the projected unit credit method at the end of each reporting period, which is the same as that applied in calculating the defined benefit
obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.
The Company expects to make a contribution of ` 36.00 crores (March 2021: ` 26.00 crores) to the defined benefit plans (gratuity - funded)
during the next financial year.
The average duration of the benefit obligation (gratuity) is 7.5 years (March 2021: 8 years).

3.2.9 Provident Fund Trust - actuarial valuation of interest guarantee :
Ashok Leyland has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an
annual basis. The administered rates are determined annually predominantly considering the social rather than the economic factors and in
most cases, the actual return earned by the Company has been higher in the past years. The actuary has provided a valuation for provident
fund liabilities on the basis of guidance issued by the Actuarial Society of India and based on the assumptions provided below.
The principal assumptions used for the purposes of the actuarial valuations were as follows:
As at As at
March 31, 2022 March 31, 2021
Provident Fund
Remaining term to maturity of portfolio (years) 11.20 11.90
Expected guaranteed interest rate
First year 8.10% 8.50%
Thereafter 8.10% 8.50%
The amount included in the balance sheet arising from the Company's obligation in respect of its provident fund plan is as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Provident Fund
Present value of defined benefit obligation 1,367.99 1,310.79
Fair value of plan assets 1,293.88 1,241.60
Net (liability) arising from defined benefit obligation (funded) (74.11) (69.19)
The Net liability is reflected in “Provision for employee benefits” under provisions. [Refer Note 1.26].
The amount recognised in total comprehensive income and the movement in fair value of plan assets and present value of defined benefit
obligations pertaining to year ended March 31, 2022 is as follows :
Amounts recognised in total comprehensive income in respect of these provident fund are as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Provident Fund
Components of provident fund recognised in profit or loss 52.18 46.99
Actuarial (gain) / loss arising from experience adjustments (1.98) 46.20
Actuarial (gain) / loss on plan assets 2.67 (31.43)
Components of provident fund recognised in other comprehensive income - 14.29
Total 52.18 61.28
The current service cost and the net interest expense for the year are included in "contribution to provident and other funds" and "Salaries
and wages" under employee benefits expense in profit or loss (Refer Note 2.4).


March 31, 2022 March 31, 2021
` Crores ` Crores
Movements in the present value of the defined benefit obligation were as follows:
Opening defined benefit obligation 1,310.79 1,222.57
Adjustment relating to opening present value obligation 0.21 -
Employer Contribution 42.10 42.89
Employee Contribution 104.83 101.41
Value of Interest Rate Guarantee 5.37 0.75
Benefits paid (180.88) (181.94)
Closing defined benefit obligation 1,367.99 1,310.79
Movements in the fair value of the plan assets were as follows:
Provident Fund
Opening fair value of plan assets 1,241.60 1,171.77
Actuarial gain / (loss) on plan assets (2.67) 31.43
Benefits paid (180.88) (181.94)
Closing fair value of plan assets 1,293.88 1,241.60
The Company funds the contribution to administered trusts, which manages the plan assets in accordance with provident fund norms.
The breakup of the plan assets into various categories is as follows:

As at As at
March 31, 2022 March 31, 2021
Central and State Government Securities including Public Sector undertaking securities 67.00% 63.00%
Corporate Bonds 25.00% 25.00%
Mutual Funds 3.00% 6.00%
Special Deposit Scheme 5.00% 6.00%
Significant actuarial assumptions for the determination of the provident fund are discount rate and interest rate guarantee. The
the end of the reporting period.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
The Company is sensitive to Interest rate guarantee wherein any increase or decrease in the interest rate by 25 basis points results in an
increase in present value obligation by 0.5% (March 2021: 0.4%) or decrease in present value obligation by 3% (March 2021: 2.8%.)

March 31, 2022 March 31, 2021
` `
3.3 Earnings Per Share
Basic earnings per share 1.85 (1.07)
Diluted earnings per share 1.84 (1.07)
Face value per share 1.00 1.00

March 31, 2022 March 31, 2021
` Crores ` Crores
3.3.1 Basic earnings per share
Profit for the year attributable to equity shareholders 541.83 (313.68)

March 31, 2022 March 31, 2021
Nos Nos
Weighted average number of equity shares used in the calculation of basic earnings per share 2,935,527,276 2,935,527,276

March 31, 2022 March 31, 2021
` Crores ` Crores
3.3.2 Diluted earnings per share
The earnings and weighted average number of equity shares used in the calculation of diluted
earnings per share are as follows:
Profit for the year attributable to equity shareholders 541.83 (313.68)

March 31, 2022 March 31, 2021
Nos Nos
Weighted average number of equity shares used in the calculation of basic earnings per share 2,935,527,276 2,935,527,276
Adjustments :
Dilutive effect - Number of shares relating to employee stock options 2,315,920 -
Weighted average number of equity shares used in the calculation of diluted earnings per share 2,937,843,196 2,935,527,276

3.4 Share based payments
3.4.1 Details of employees stock option plan of the Company
The Company has Employees Stock Options Plan (ESOP) scheme granted to employees which has been approved by the shareholders of the
Company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the Company
if they are in service on exercise of the grant. Each employee share option converts into one equity share of the Company on exercise at
the exercise price as per the scheme. The options carry neither rights to dividend nor voting rights. Options can be exercised at any time
from the date of vesting to the date of their expiry.
The following share based payment arrangements were in existence during the current or prior year:
Option series Number Grant date Expiry date Exercise price Fair value at
` grant date `
ESOP 3 (Refer Note below) 2,000,000 July 19, 2017 July 19, 2027 83.50 57.42
ESOP 4 (Refer Note below) 1,000,000 November 13, 2018 November 13, 2028 109.00 55.47
ESOP 5 (Refer Note below) 13,100,000 March 20, 2019 March 20, 2030 91.40 40.19
ESOP 6 (Refer Note below) 7,010,000 February 11, 2020 February 11, 2031 82.90 38.58
ESOP 1 & ESOP 2 have got vested / lapsed before April 1, 2019. ESOP 4, a portion of ESOP 5 and ESOP 6 has got lapsed / forfeited during
the year ended March 31, 2022.
Note:
Under ESOP 3 and ESOP 5 shares vest on varying dates within the expiry date mentioned above with an option life of 5 years after vesting.
3.4.2 Fair value of share options granted during the year

There are no options granted during the year. The weighted average fair value of the stock options granted during the financial year is ` Nil
(2020-21: ` Nil). Options granted in the earlier years were priced using a binomial option pricing model. Where relevant, the expected life
used in the model has been adjusted based on Management’s best estimate for the effects of non-transferability, exercise restrictions and
behavioural considerations. Expected volatility is based on the historical share price volatility.
3.4.3 Movements in share options during the year

Year ended Weighted Year ended Weighted
March 31, 2022 average exercise March 31, 2021 average exercise
Numbers price Numbers price
Opening at the beginning of the year 22,710,000 88.99 22,710,000 88.99
Granted during the year - - - -
Forfeited / lapsed during the year 9,940,000 87.18 - -
Exercised during the year - - - -
Balance at the end of the year 12,770,000 90.41 22,710,000 88.99
Weighted Average share price on date of exercise of option ` Nil (2021: ` Nil).
3.4.4 Share options vested but not exercised during the year
ESOP 3: 4,00,000 options (Year ended March 31, 2021: ESOP 3: 4,00,000 options and ESOP 4: 2,00,000 options)
3.4.5 Share options outstanding at the end of the year

The share options outstanding at the end of the year had a weighted average exercise price of ` 90.41 (as at March 31, 2021: ` 88.99) and
a weighted average remaining contractual life of 6.58 years (as at March 31, 2021: 7.93 years).
3.5 Lease arrangements

Company as lessee
Company has applied following practical expedients for the purpose of lease on initial recognition :
1) Single discount rate has been applied for leases with same characteristics.
2) Non - lease component which are difficult to be separated from the lease components are taken as the part of lease calculation.
3) Short term leases i.e. leases having lease term of 12 months or less had been ignored for purpose of calculation of right-of-use asset.
Expenses for the year ended March 31, 2022 includes lease expense classified as Short term lease expenses aggregating to `18.11 crores
(March 31, 2021: `18.89 crores) and variable lease payments aggregating to `64.82 crores (March 31, 2021: ` 48.45 crores) which are not
required to be recognised as a part of practical expedient under Ind AS 116 ‘Leases’ mentioned above.

3.6 Financial Instruments
3.6.1 Capital management
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders
through the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual master planning and budgeting and five year’s corporate
plan for working capital, capital outlay and long-term product and strategic involvements. The funding requirements are met through equity,
internal accruals and a combination of both long-term and short-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of the
Company.
March 31, 2022 March 31, 2021
` Crores ` Crores
Debt (long-term and short-term borrowings and lease liabilities net off effective interest rate 3,553.88 3,758.81
adjustment)
Total Equity 7,336.90 6,977.20
Debt equity ratio 0.48 0.54
The quarterly returns or statements of current assets filed by the Company with Banks and Financial Institutions are in agreement with the
books of account.
The Company is required to comply with certain covenants under the facility agreements executed for its borrowings, which were either
complied or consent obtained for continuing the facility.
3.6.2 Financial risk management
In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company’s business
and operational / financial performance. These include market risk (including currency risk, interest rate risk and other price risk), credit risk
and liquidity risk.
The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable
mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictablity to earnings.
In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors and
manages through an analysis of the exposures by degree and magnitude of risks.
The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company’s policies as approved by the
board of directors.
(A) Market risk
Market risk represent changes in market prices, liquidity and other factors that could have an adverse effect on realizable fair values
or future cash flows to the Company. The Company’s activities expose it primarily to the financial risks of changes in foreign currency
exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.
(1) Foreign currency risk management:
The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The
Company actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies,
through a centralised treasury division and uses derivative instruments such as foreign currency forward contracts and currency
swaps to mitigate the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by
Management.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting period are as follows.
As on March 31, 2022 (all amounts are in equivalent ` in Crores):
Currency Liabilities Assets Net overall
Gross Exposure Net liability Gross Exposure Net asset exposure on
exposure hedged exposure exposure hedged exposure the currency
using on the using on the - net assets /
derivatives currency derivatives currency (net liabilities)
USD 920.57 815.20 105.37 351.67 187.32 164.35 58.98
EUR 45.81 42.18 3.63 2.49 - 2.49 (1.14)
GBP 0.67 - 0.67 0.36 - 0.36 (0.31)
JPY 1.64 1.64 - - - - -
SGD 153.69 153.69 - - - - -
Others 5.41 - 5.41 62.90 - 62.90 57.49

3.6 Financial Instruments (contd.)
As on March 31, 2021 (all amounts are in equivalent ` in Crores):
USD 943.46 846.54 96.92 245.24 130.95 114.29 17.37
EUR 51.66 45.93 5.73 15.51 0.92 14.59 8.86
GBP 0.67 - 0.67 - - - (0.67)
JPY 1.85 - 1.85 - - - (1.85)
SGD 149.29 149.03 0.26 - - - (0.26)
Others 6.01 - 6.01 53.72 - 53.72 47.71
Foreign currency sensitivity analysis:

Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company’s
revenues from its operations. Any weakening of the functional currency may impact the Company’s export proceeds, import payments and
cost of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency
and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management’s assessment
of the reasonably possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and
the impact on the other components of equity arises from foreign currency forward contracts designated as cash flow hedges. The following
table details the Company’s sensitivity movement in the increase / decrease in foreign currencies exposures (net):
` Crores
USD impact
March 31, 2022 March 31, 2021
Profit or loss 1.18 0.35
Equity 1.18 0.35
EUR impact
March 31, 2022 March 31, 2021
Equity 0.02 0.18
GBP impact
March 31, 2022 March 31, 2021
Equity 0.01 0.01
JPY impact
March 31, 2022 March 31, 2021
Profit or loss - 0.04
Equity - 0.04
SGD impact
March 31, 2022 March 31, 2021
Equity - 0.01
Impact of other currencies

March 31, 2022 March 31, 2021
Equity 1.15 0.95

The following table details the foreign currency forward contracts outstanding at the end of the reporting period:
Figures in Crores
March 31, 2022 Foreign currency Notional Fair value Maturity date Hedge Weighted
value in ` assets / ratio Average rate
(liabilities)
in ` (Refer
Note)
Cash flow hedges:
Sell USD - Buy INR USD 0.43 32.21 0.47 May 2022 1:1 USD 1 : INR 77.37
Buy USD - Sell INR USD 0.20 15.16 (0.25) May 2022 1:1 USD 1 : INR 77.50
Buy EUR - Sell INR EUR 0.20 16.84 (0.06) May 2022 1:1 EUR 1 : INR 85.22
Fair value hedges:
Buy USD - Sell INR USD 0.75 56.59 (1.20) April 2022 - June 2022 1:1 USD 1 : INR 77.89
Sell USD - Buy INR USD 2.47 187.32 (0.29) April 2022 1:1 USD 1 : INR 75.87
Buy EUR - Sell INR EUR 0.50 42.18 (4.64) April 2022 - March 2023 1:1 EUR 1 : INR 97.36
Buy JPY - Sell INR JPY 2.64 1.64 # April 2022 1:1 JPY 1 : INR 0.62
Figures in Crores
March 31, 2021 Foreign currency Notional Fair value Maturity date Hedge Weighted
value in ` assets / ratio Average rate
(liabilities)
in ` (Refer
Note)
Fair value hedges:
Sell USD - Buy INR USD 1.79 130.95 0.17 April 2021 - June 2021 1:1 USD 1 : INR 73.64
Sell EUR - Buy INR EUR 0.01 0.92 0.03 May 2021 1:1 EUR 1 : INR 89.51
Buy EUR - Sell INR EUR 0.54 45.93 (1.72) May 2021 - March 2023 1:1 EUR 1 : INR 97.07
Note:
Included in the balance sheet under ‘Current - other financial assets’ and ‘Non-current & Current - other financial liabilities’. [Refer Notes
1.13, 1.18 and 1.24]
(2) Interest rate risk management:
The Company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The risk is
managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings by the use of interest rate
swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most
cost-effective hedging strategies. Further, in appropriate cases, the Company also effects changes in the borrowing arrangements to
convert floating interest rates to fixed interest rates.
The exposure of company’s borrowings to interest rate changes at the end of the reporting period are as follows:
March 31, 2022 March 31, 2021

` Crores ` Crores
Variable rate Borrowings 487.50 1,000.00
Fixed rate Borrowings * 2,958.17 2,671.24
3,445.67 3,671.24
* includes variable rate borrowings amounting to ` 910.16 crores (March 31, 2021: ` 878.93 crores) subsequently converted to fixed
rate borrowings through swap contracts.

Interest rate sensitivity analysis
The sensitivity analysis given below has been determined based on the exposure to interest rates at the end of the reporting period.
For floating rate liabilities, the analysis is prepared assuming that the amount of the liability as at the end of the reporting period
was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key
management personnel and represents Management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 25 basis points higher / lower, the Company’s profit / loss for the year ended March 31, 2022 would decrease
/ increase by ` 0.69 crores (March 31, 2021 decrease / increase by ` 1.60 crores). This is mainly attributable to the Company’s
exposure to interest rates on its variable rate borrowings.
(3) Foreign currency and interest rate sensitivity analysis for swap contracts:
The Company has taken foreign currency and interest rate swap (FCIRS) contracts for hedging its foreign currency and interest rate risks
related to certain external commercial borrowings. The mark-to-market gain / (loss) as at March 31, 2022 is ` 39.89 crores (March 31,
2021: ` (8.95) crores). If the foreign currency movement is 2% higher / lower and interest rate movement is 200 basis points higher /
lower with all other variables remaining constant, the Company’s profit / loss for the year ended March 31, 2022 would approximately
decrease/ increase by ` Nil (year ended March 31, 2021: decrease / increase by ` Nil).
(4) Equity price risk:
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of
some of the Company’s investments exposes the Company to equity price risks. In general, these securities are not held for trading
purposes.
(B) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The
Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate,
as a means of mitigating the risk of financial loss from defaults. The Company’s exposure and the credit ratings of its counterparties
are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit
evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The
Company operates predominantly on cash and carry basis excepting sale to State Transport Undertaking (STU), Government project
customers based on tender terms and certain export customers which are on credit basis. The average credit period is in the range of
7 days to 90 days. However, in select cases, credit is extended which is backed by Security deposit / Bank guarantee / Letter of credit
and other forms. The Company’s trade and other receivables consists of a large number of customers, across geographies, hence the
Company is not exposed to concentration risk except in case of a STU.
The Company makes a loss allowance using simplified approach for expected credit loss and on a case to case basis.
Expected credit loss for other than trade receivables has been assessed and based on life-time expected credit loss, loss allowance
provision has been made. The ageing on trade receivable is given in note 1.10.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high
credit-ratings.
(C) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is
to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and
non-fund based working capital limits from various banks. Furthermore, the Company has access to funds from debt markets through
commercial paper programs, non-convertible debentures, and other debt instruments. The Company invests its surplus funds in bank
fixed deposit and mutual funds, which carry minimal mark to market risks.
The company had access to the following undrawn borrowing facilities at the end of the reporting period:
March 31, 2022 March 31, 2021

` Crores ` Crores
From Banks
- Secured 2,200.00 2,800.00
- Unsecured 786.33 451.31
Total 2,986.33 3,251.31
Further to the above, the Company has an option to issue commercial paper for an amount of ` 2,000 crores (March 31, 2021 `1,750
crores). The Company also constantly monitors funding options available in the debt and capital markets with a view to maintain financial
flexibility.

The table below summarises the maturity profile remaining contractual maturity period at the balance sheet date for its non-derivative
financial liabilities based on the undiscounted cash flows.
` Crores
March 31, 2022 Due in 1st year Due in 2nd to 5th year Due after 5th year Total
Trade payables 6,875.23 - - 6,875.23
Other financial liabilities 647.44 24.36 - 671.80
Borrowings 847.05 2,985.91 240.88 4,073.84
Lease liabilities 14.83 32.97 27.71 75.51
8,384.55 3,043.24 268.59 11,696.38
` Crores
March 31, 2021 Due in 1 year
st
Due in 2 to 5 year
nd th
Due after 5 year
th
Total
Trade payables 5,164.69 - - 5,164.69
Other financial liabilities 720.52 22.90 - 743.42
Borrowings 1,343.08 2,579.01 317.61 4,239.70
7,238.13 2,620.45 347.07 10,205.65
As there is no expected credit loss on the financial guarantees given to group companies, the Company has not recognised a liability towards
financial guarantee as at the end of the reporting period. Accordingly, not included in the above table.
The table below summarises the maturity profile for its derivative financial liabilities based on the undiscounted contractual net cash inflows
and outflows on derivative liabilities that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that
require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been determined by reference to
the projected interest rates as illustrated by the yield curves at the end of the reporting period.
` Crores
st
Due in 2 to 5 year
nd th
Carrying amount
Currency and interest rate swaps 0.34 5.05 5.39
Foreign exchange forward contracts 6.52 - 6.52
6.86 5.05 11.91
` Crores
March 31, 2021 Due in 1st year Due in 2nd to 5th year Carrying amount
Foreign exchange forward contracts 0.58 2.28 2.86
9.18 21.98 31.16

3.6.3 Categories of Financial assets and liabilities: ` Crores

As at As at
March 31, 2022 March 31, 2021
Financial assets
a. Measured at amortised cost:
Investments (net of impairment) 3,323.12 2,764.49
Cash and cash equivalents 994.25 530.13
Other bank balances 52.71 292.82
Trade Receivables (net of allowance) 3,111.05 2,816.31
Loans (net of allowance) - 4.29
Others (net of allowance) 1,018.38 863.06
b. Mandatorily measured at fair value through profit or loss (FVTPL) / other comprehensive
income (OCI):
Investments 1,496.51 304.23
Derivatives designated in hedge accounting relationships 45.83 19.62
Borrowings 3,507.10 3,728.75
Trade Payables 6,875.23 5,164.69
Other financial liabilities 717.23 785.65
Lease liabilities 46.78 30.06
b. Mandatorily measured at fair value through profit or loss (FVTPL) / other comprehensive
income (OCI):
Derivatives designated in hedge accounting relationships 11.91 31.16
3.6.4 Fair value measurements:
(A) Financial assets and liabilities that are not measured at fair values but in respect of which fair values are as follows:
The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the
same as their fair values, due to their short-term nature. The fair values for loans, security deposits were calculated based on cash
flows discounted using a current lending rate. The fair values of non-current borrowings are based on discounted cash flows using a
current borrowing rate. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair
values.
(B) Financial assets and financial liabilities that are measured at fair value on a recurring basis as at the end of each reporting period:
Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The
following table gives information about how the fair values for material financial assets and material financial liabilities have been
determined (in particular, the valuation technique(s) and inputs used).
Financial assets / Fair value as at Fair value Valuation technique(s) and key input(s)
financial liabilities hierarchy
March 31, March 31,
2022 2021
Derivative Assets – Assets – Level 2 Discounted future cash flows which are estimated based on forward
instruments, i.e. ` 45.83 ` 19.62 exchange rates (from observable forward exchange rates at the end of
forward foreign crores; and crores; and the reporting period) and contract forward rates, discounted at a rate
currency contracts, Liabilities – Liabilities – that reflects the credit risk of the Company / various counterparties.
currency and interest ` 11.91 ` 31.16
rate swaps crores crores Further, in case of swap contracts, the future estimated cash flows also
consider forward interest rates (from observable yield curves at the end
of the reporting period) and contract forward rates, discounted at a rate
that reflects the credit risk of the Company / various counterparties.

Financial assets Fair value as at Fair value Valuation technique(s) and Significant Relationship of
hierarchy key input(s) unobservable input(s) unobservable
inputs to fair
value
March 31, March 31,
2022 2021
Investments in mutual ` 1298.05 ` Nil Level 1 Net assets value in an Not applicable Not applicable
funds crores active market
Investments in Preference Preference Level 3 Income approach – in this The significant inputs A slight
unquoted preference shares of: shares of: approach, the discounted were: decrease in
shares Hinduja Tech Hinduja Tech cash flow method used the estimated
Limited - Limited - to capture the present a) the estimated cash inflows
` 16.11 ` 22.65 value of the expected cash flows from the in isolation
crores crores future economic benefits dividends on these would result
Ashok Ashok to be derived from the preference shares in a significant
Leyland Leyland ownership of these and the redemption decrease in
(UAE) LLC (UAE) LLC preference shares proceeds on maturity; the fair value.
` 44.17 ` 36.36 and (Note 2)
crores crores b) the discount rate to
Others - Others - compute the present
` 6.96 crores ` 6.80 crores value of the future
(Refer Note (Refer Note expected cash flows
1.3) 1.3)
Investments in Equity shares Equity shares Level 3 Income approach – in this The significant inputs A slight
unquoted equity of: Hinduja of: Hinduja approach, the discounted were: decrease in
shares & Investment Energy Energy cash flow method was the estimated
in special limited (India) (India) used to capture the a) the estimated cash cash inflows
partnership Limited - Limited - present value of the flows; and in isolation
` 81.33 ` 188.46 expected future economic b) the discount rate to would result
crores crores benefits to be derived from compute the present in a significant
Others - Others - the ownership of these value of the future decrease in
` 49.89 ` 49.96 equity instruments expected cash flows the fair value.
crores (Refer crores (Refer (Note 3 and 4)
Note 1.3) Note 1.3) During the year the
valuation technique
has changed from a
combination of Net
Asset Value (Realizable
value) approach and
Income approach (with
equal weightage to each
approach) in the previous
year to Income approach
in the current year
on account of greater
certainty / improved
visibility of future cash
flows due to the Supreme
Court Judgement received
in February 2022.
Notes:
1) There were no transfers between Level 1, 2 and 3 during the year.
2) Other things remaining constant, a 5% increase / decrease in the WACC or discount rate used would decrease / increase the fair value
of the unquoted preference shares by ` 14.61 crores / ` 20.27 crores (as at March 31, 2021: ` 11.87 crores / 17.37 crores).
3) Other things remaining constant, a 50 basis points increase / decrease in the WACC or discount rate used would decrease / increase the
fair value of the unquoted equity instruments by ` 12.96 crores / ` 13.70 crores (as at March 31, 2021: ` 8.56 crores / ` 9.78 crores).
4) Other things remaining constant, a 5% increase / decrease in the revenue would increase / decrease the fair value of the unquoted
equity instruments by ` 44.82 crores / ` 44.76 crores (as at March 31, 2021: ` 5.50 crores / ` 4.89 crores).
5) Gain / loss recognised in profit or loss included in other income (Refer Note 2.2) arising from fair value measurement of Level 3 financial
assets is a gain of ` 1.44 crores (as at March 31, 2021: loss of ` 6.85 crores). The Company has also recorded a fair value loss of
` 107.13 crores in equity investment of Hinduja Energy (India) Limited and presented the same under exceptional items in Note 2.8.

3.7 Revenue from contracts with customers
3.7.1 Disaggregated revenue information
Particulars March 31, 2022 March 31, 2021

` Crores ` Crores
Type of goods and service
a) Sale of products
21,051.67 14,877.46
b) Sale of services
- Freight and Insurance 342.65 275.33
- Annual Maintenance Contracts 226.42 165.87
- Warranty services 187.56 135.76
- Others 98.78 71.78
855.41 648.74
- Others 7.98 9.74
80.38 55.53
Total revenue from contracts with customers 21,648.13 15,284.75
India 20,092.10 14,215.88
Outside India 1,556.03 1,068.87
Timing of revenue recognition March 31, 2022 March 31, 2021

Particulars At a point in time Over a period of time At a point in time Over a period of time
- Sale of products and other operating 21,132.05 - 14,932.99 -
revenue
- Sale of Services - Freight and - 342.65 - 275.33
Insurance
- Sale of Services - Annual Maintenance 47.58 465.18 30.95 342.46
Contracts, Warranty services and
others
Less: Rebates and discounts 339.33 - 296.98 -
Total revenue from contracts with 20,840.30 807.83 14,666.96 617.79
customers

3.7 Revenue from contracts with customers (contd.)
3.7.2 Contract balances

` Crores ` Crores
Trade receivables (Refer Note 1.4 & 1.10) 3,111.05 2,816.31
Contract liabilities (Refer Notes 1.19 & 1.25) 606.78 692.93
Trade receivables are non - interest bearing and are generally on terms of 7 to 90 days (Refer Credit risk Note 3.6.2 (B)).
Contract liabilities includes advance received from customers and income received in advance arising due to allocation of transaction price
towards freight and insurance services on shipments not yet delivered to customer and unexpired service warranties. The decrease in
contract liabilities is due to decrease in unexpired service warranties and decrease in volumes / revenue.
3.7.3 Revenue recognised in relation to contract liabilities

` Crores ` Crores
Revenue recognised from contract liabilities at the beginning of the year 468.23 546.11
Revenue recognised from performance obligations satisfied in previous years 0.81 1.84
3.7.4 Reconciliation of revenue recognised in the statement of profit and loss with the contracted price

` Crores ` Crores
Contracted price 21,987.46 15,581.73
Adjustments
Rebates and discounts (339.33) (296.98)
Revenue from contracts with customers 21,648.13 15,284.75
3.7.5 Unsatisfied or partially unsatisfied performance obligation

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) are as follows:
March 31, 2022 March 31, 2021

` Crores ` Crores
Within one year 457.70 665.94
More than one year 223.60 278.91
681.30 944.85
The remaining performance obligations expected to be recognised in more than one year relate to the extended warranty and other
obligation which is expected to be recognised over a period of 24 months to 48 months.

3.8 Related party disclosure
a) List of parties where control exists

Holding Company
Hinduja Automotive Limited, United Kingdom
Machen Holdings SA
(Holding Company of Hinduja Automotive Limited, United Kingdom)
Machen Development Corporation, Panama
(Holding Company of Machen Holdings SA)
Amas Holdings SA *
(Holding Company of Machen Development Corporation, Panama)
Subsidiaries
Albonair (India) Private Limited
Albonair GmbH, Germany
- Albonair (Taicang) Automotive Technology Co. Limited., China
Ashok Leyland (Nigeria) Limited
Gulf Ashley Motor Limited
Optare Plc, UK
- Optare UK Limited.
- Switch Mobility Limited, UK (Formely Optare Group Limited)
- OHM Global Mobility Limited (under liquidation).................................................................................... From January 26, 2021
- Switch Mobility Automotive Limited............................................................................................................. From June 14, 2021
- Switch Mobility Europe S.I, Spain.......................................................................................................From December 14, 2021
- Jamesstan Investments Limited.............................................................................................................. Liquidated on April 13, 2021
- Optare Holdings Limited................................................................................................................. Liquidated on April 13, 2021
- Optare (Leeds) Limited..................................................................................................................Liquidated on April 13, 2021
- East Lancashire Bus Builders Limited��Liquidated on April 13, 2021
- Optare Australia PTY LTD�� From September 9, 2020
Ashok Leyland (Chile) S.A.
Hinduja Leyland Finance Limited
- Hinduja Housing Finance Limited
- Hinduja Insurance Broking and Advisory Services Limited
HLF Services Limited
Global TVS Bus Body Builders Limited
Ashok Leyland (UAE) LLC
- LLC Ashok Leyland Russia
- Ashok Leyland West Africa SA
Ashley Aviation Limited
Hinduja Tech Limited�� from February 25, 2021
- Hinduja Tech (Shanghai) Co., Limited�� from March 26, 2021
- Hinduja Tech GmbH, Germany�� from February 25, 2021
- Hinduja Tech Inc, United States of America�� from February 25, 2021
- Hinduja Tech Canada Inc, Canada��from August 26, 2021
Vishwa Buses and Coaches Limited�� from November 19, 2020
Gro Digital Platforms Limited��From April 14, 2021
b) Other related parties

Fellow subsidiaries
Gulf Oil Lubricants India Limited
Hinduja Energy (India) Limited
DA Stuart India Private Limited
Hinduja Renewables Private Limited
Prathama Solarconnect Energy Private Limited
IDL Explosives Limited
OHM International Mobility Limited, United Kingdom�� From August 02, 2021
OHM Global Mobility Private Limited�� from March 8, 2021

3.8 Related party disclosure (Contd.)
Associates
Lanka Ashok Leyland Plc
Mangalam Retail Services Limited
Joint Ventures
Ashley Alteams India Limited
Ashok Leyland John Deere Construction Equipment Company Private Limited [Along with Gulf Ashley Motor Limited] (under liquidation)
Hinduja Tech Limited��upto February 24, 2021
Entities where control exist

Ashok Leyland Educational Trust
Entities where significant influence exist

Ashok Leyland Employees Gratuity Fund
Ashok Leyland Superannuation Fund
Ashok Leyland Employees Ennore Provident Fund Trust
Ashok Leyland Senior Executives Provident Fund Trust
Ashok Leyland Employees Hosur Provident Fund Trust
Ashok Leyland Employees Bhandara Provident Fund Trust
Ashok Leyland Employees Alwar Provident Fund Trust
Ennore Foundries Limited Employees Provident Fund
Ennore Foundries Gratuity Fund
Ennore Foundries Employees Pension cum Insurance Fund
Ennore Foundries Senior Executives Superannuation Fund
Key management personnel

Mr. Dheeraj G Hinduja, Executive Chairman** �� From November 26, 2021
Mr. Dheeraj G Hinduja, Non-executive Chairman�� upto November 25, 2021
Mr. Vipin Sondhi, Managing Director and CEO�� upto December 31, 2021
Mr. Gopal Mahadevan, Whole-time Director and Chief Financial Officer
Dr. Andrew C Palmer
Mr. Jean Brunol
Mr. Jose Maria Alapont
Ms. Manisha Girotra
Mr. Sanjay K Asher
Mr. Shom Ashok Hinduja��from November 12, 2021
Mr. Saugata Gupta
Dr. C B Rao
Note:
Transaction with Rajalakshmi Wind Energy Limited (erstwhile Ashok Leyland Wind Energy Limited) and Prathama Solarconnect Energy
Private Limited have not been disclosed as being with an associate since the Company does not have significant influence over Rajalakshmi
Wind Energy Limited and Prathama Solarconnect Energy Private Limited, although the Company holds 26% of the equity share capital of
Rajalakshmi Wind Energy Limited and Prathama Solarconnect Energy Private Limited respectively.
*The Company has intimated Ocorian Trust (Isle Of Man) Limited (March 2021: Estera trust (Isle of Man) Limited) as significant beneficial
owner pursuant to the Companies (Significant Beneficial Owners) Rules, 2018.
**Mr. Dheeraj Hinduja was appointed as Executive Chairman (Whole Time) subject to approval of Central Government pursuant to provisions
of Schedule V Section I, Part I of Companies Act, 2013.

c) Related Party Transactions - summary
` Crores
Subsidiaries Fellow Associates Joint Ventures Holding Entities where Entities where Key Total
Subsidiaries Company control exist significant Management
influence exist Personnel
Transactions during the year ended 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
March 31
1 Purchase of raw materials, components and
traded goods (net of GST) 582.22 215.84 97.78 73.28 1.73 0.71 56.66 44.80 - - - - - - - - 738.39 334.63
2 Sales and services (net of GST) 550.37 504.51 32.19 24.79 99.97 80.32 0.74 1.03 - - (0.15) - - - - - 683.12 610.65
3 Other operating Income - 0.04 - - - - 2.13 1.35 - - - - - - - - 2.13 1.39
4 Other expenditure incurred / (recovered) (net) 54.92 27.39 46.46 13.96 0.82 (0.76) 0.01 25.55 2.44 2.35 (0.36) 0.08 - - - - 104.29 68.57
5 Interest and other income 10.82 3.79 - 9.77 0.78 0.78 0.31 0.20 - - - - - - - - 11.91 14.54
6 Purchase of assets - - - - - - - 8.12 - - - - - - - - - 8.12
7 Sale of asset 2.42 25.30 - - - - - - - - - - - - 0.29 - 2.71 25.30
8 Dividend payments - - - - - - - - 89.61 - - - - - - 89.61 -
9 Dividend Income - - - - 0.07 0.19 - - - - - - - - - - 0.07 0.19
10 Remuneration to key management personnel** - - - - - - - - - - - - - - 24.82 24.12 24.82 24.12
11 Commission and sitting fees to key management
personnel * - - - - - - - - - - - - - - 4.23 4.30 4.23 4.30
12 Financial guarantees issued @ 130.98 305.76 - - - - 12.50 - - - - - - - - - 143.48 305.76
13 Financial guarantees released 130.98 23.66 - - - - 14.70 - - - - - - - - - 145.68 23.66
14 Investments in shares of 14.00 349.02 - 18.66 - - 2.50 - - - - - - - - - 16.50 367.68
15 Loans / ICD repaid - - - 100.00 - - - - - - - - - - - - - 100.00
16 Loan converted into equity 4.30 - - - - - - - - - - - - - - - 4.30 -
17 Consideration towards sale of Electric vehicle
business 279.01 - - - - - - - - - - - - - - - 279.01 -
18 Contribution to employee related trusts made

during the year including loans and interest
recovered - - - - - - - - - - - 203.83 189.18 - - 203.83 189.18
*includes commission and sitting fees to other directors aggregating to ` 4.13 crores (2021 : ` 3.48 crores).
@Includes financial guarantees issued but not yet utilised by a subsidiary amounting to ` 130.98 crores for the year ended March 31, 2021.
All the transactions are at arms length in line with the related party transactions policy of the Company.
**pursuant to separation of the director an amount of ` 10.33 crores is reversed in profit and loss account due to forfeiture of ESOPs.
The remuneration paid / payable to certain directors amounting to ` 17.81 crores (March 2021: ` 12.30 crores) for the financial year ended March 31, 2022 is in excess of the limit prescribed under the Companies
Act, 2013 and is subject to approval of the shareholders, which the company proposes to obtain in the forthcoming Annual General Meeting, in accordance with the provisions of the Companies Act, 2013, as
amended from time to time.

164
d) Related Party balances - summary
` Crores
Subsidiaries Fellow Associates Joint Ventures Holding Entities where Entities where Key Total
Subsidiaries Company control exist significant Management
influence exist Personnel
Balances as on March 31 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021

1 Trade receivables (Refer Notes 1.4 and 1.10) 97.97 158.99 10.64 7.72 55.42 75.87 0.52 0.25 - - 0.18 0.64 - - - - 164.73 243.47
2 Loans (Refer Note 1.12) - 4.29 - - - - - - - - - - - - - - - 4.29
3 Other financial and non-financial assets
(Refer Notes 1.7, 1.13 and 1.14) 284.79 3.97 1.06 - - - 5.16 0.22 - - - - - - - - 291.01 4.19
4 Trade and other payables 210.22 129.80 25.89 26.02 0.63 1.22 5.56 17.64 0.07 0.67 - - 16.85 10.21 4.46 8.50 263.68 194.06
5 Share application money (Refer Note 1.13) # # - - - - - - - - - - - - - - # #
6 Financial guarantees 412.29 287.30 - - - - 10.00 14.70 - - - - - - - - 422.29 302.00

e) Significant Related Party Transactions
` Crores
Transactions during the year ended March 31 2022 2021
1 Purchase of raw materials, components and traded goods (net of GST)
Ashley Alteams India Limited 56.66 44.80
Gulf Oil Lubricants India Limited 91.21 67.50
Global TVS Bus Body Builders Limited 68.65 44.98
2 Sales and services (net of GST)
Gulf Ashley Motor Limited 224.33 338.22
Ashok Leyland (UAE) LLC 282.00 166.19
Lanka Ashok Leyland Plc 80.35 74.21
Switch Mobility Automotive Limited 40.63 -
3 Other Operating Income
4 Other expenditure incurred / (recovered) (net)
Hinduja Automotive Limited, United Kingdom 2.44 2.35
Gulf Ashley Motor Limited 6.34 6.90
HLF Services Limited 8.91 9.46
Ashok Leyland Defence Systems Limited 0.18 (0.58)
Hinduja Tech Limited 26.14 27.95
Lanka Ashok Leyland Plc 0.64 (0.18)
Albonair GmbH 1.76 1.49
Ashok Leyland (UAE) LLC 0.26 5.67
Hinduja Renewables Private Limited 6.70 5.55
Gro Digital Platforms Limited 9.47 -
Prathama Solarconnect Energy Private Limited 40.67 8.24
5 Interest and other income
Ashok Leyland Defence Systems Limited 0.78 0.78
Global TVS Bus Body Builders Limited 3.62 -
Hinduja Energy (India) Limited - 9.77
Albonair GmbH 0.66 0.59
Optare Plc 1.02 0.38
Vishwa Bus and Coaches Limited 0.87 -
6 Purchase of assets
Ashley Alteams India Limited - 8.12
7 Sale of assets
Vishwa Bus and Coaches Limited 0.36 25.30
Mr. Vipin Sondhi 0.29 -
8 Dividend payment
Hinduja Automotive Limited, United Kingdom 89.61 -
9 Dividend income
Lanka Ashok Leyland Plc 0.07 0.19
10 Financial guarantees issued
Optare Plc 130.98 138.88
Switch Mobility Limited - 130.98
Albonair GmbH - 35.90
Ashley Alteams India Limited 12.50 -
11 Financial guarantees released
Optare Plc - 23.66
Switch Mobility Limited 130.98 -
12 Investment in shares of
Hinduja Leyland Finance Limited - 90.49
Optare Plc - 150.39
Hinduja Tech Limited - 70.20
Vishwa Bus and Coaches Limited - 33.00
Prathama Solarconnect Energy Private Limited - 18.66
13 Loans / ICD repaid

e) Significant Related Party Transactions (Contd.)
` Crores
14 Commission and sitting fees to key management personnel
Mr. Dheeraj G Hinduja 0.10 0.82
Commission and sitting fees to other directors in aggregate 4.13 3.48
15 Contribution to employee related trusts made during the year including loans and
interest recovered
Ashok Leyland Employees Ennore Provident Fund Trust 47.10 49.43
Ashok Leyland Employees Hosur Provident Fund Trust 41.95 37.75
Ashok Leyland Senior Executives Provident Fund Trust 45.77 43.91
Ashok Leyland Employees Gratuity Fund 30.00 13.50
Ashok Leyland Superannuation Fund 15.21 14.08
Ennore Foundries Gratuity Fund 4.11 8.32
Ennore Foundries Limited Employees Provident Fund 11.35 13.22
16 Loan converted into equity
Albonair GmbH 4.30 -
17 Consideration towards sale of Electric vehicle business
18 Remuneration to key management personnel *
Mr. Vipin Sondhi
Short term employee benefits 14.65 10.62
Other long term employee benefits 0.08 0.08
Share-based payment @ - 5.63
Mr. Gopal Mahadevan
Share-based payment 2.62 2.92
Mr. Dheeraj G Hinduja
Short term employee benefits 1.66 -
Other long term employee benefits 0.08 -
@pursuant to separation of the director an amount of ` 10.33 crores was reversed in profit and loss account due to forfeiture of ESOPs.
* Excludes contribution for gratuity and compensated absences as the incremental liability has been accounted for the Company as a whole.
f) Details of loans (excluding interest accrued) as required under regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations
` Crores
Name of the Company March 2022 March 2021
Status Outstanding Maximum Investment Status Outstanding Maximum Investment
amount loan in shares amount loan in shares
outstanding of the outstanding of the
during the Company during the Company
year year
Albonair GmbH Subsidiary - 4.48 4.3 * Subsidiary 4.29 4.49 -
*During the year, loan outstanding, has been converted to investment in equity shares
g) Disclosure as required under section 186(4) of the Companies Act, 2013:
` Crores
Particulars As at As at Maximum amount Purpose
March 31, March 31, outstanding
2022 2021 during the year
i) Loans outstanding
- Albonair GmbH - 4.29 4.29 Funding for operations
ii) Investments (Refer Note 1.3) 4,181.88 4,161.08
iii) Guarantees availed [Refer Note below]
- Optare plc 294.39 167.25 294.39 Guarantees for working capital loan
- Ashley Alteams India Limited 10.00 14.70 14.81 Guarantees for term loan
- Albonair GmbH 117.90 120.05 117.90 Guarantees for working capital loan
Note
Guarantees given during the year amounts to ` 140.97 crores (2021: ` 174.78 crores), were given for the borrowings availed by Optare Plc and
Ashley Alteams India Limited.
Guarantees released during the year amounts to ` 14.70 crores (2021: ` 23.66 crores), pertaining to borrowing availed by Ashley Alteams India
Limited.
The terms are in compliance with Section 186(7) of the Companies Act, 2013.

3.9 Contingent liabilities ` Crores
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
a) Claims against the Company not acknowledged as debts (net)
i) Sales tax / VAT / GST #
246.25 272.92
ii) Excise duty #
8.68 8.19
iii) Service Tax #
110.80 60.16
iv) Customs Duty #
0.43 0.43
v) Income tax $
142.95 155.55
vi) Others 42.97 40.23
$
These relates to issues of deductibility and taxability in respect of which the Company is
in appeal and inclusive of the effect of similar matters in respect of assessments remaining
to be completed.
#
These have been disputed by the Company on account of issues of applicability and
classification.
b) Corporate guarantees given to others for loans taken by subsidiaries and a joint venture 422.29 302.00
company
Future cash outflows in respect of the above are determinable only on receipt of judgement
/ decisions pending with various forums / authorities.
Note:
The Company evaluated the impact of the recent Supreme Court Judgement in relation to non-exclusion of certain allowances from the
definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees’
Provident Funds & Miscellaneous Provisions Act, 1952 and the Management believes that further clarity is required on this matter for the
time period prior to 31st March 2019. However, it is not likely to have a significant impact and accordingly, no provision has been made
in these Financial Statements.
The Company is involved in various claims and actions in the ordinary course of business. The Company accrues a liability when a loss is
considered probable and the amount can be reasonably estimated. In the opinion of the management the outcome of any existing claims,
legal and regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on the business, financial condition,
results of operations and cash flows of the Company based on the current position of such claims / legal actions.
3.10 Commitments ` Crores

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
a) Capital commitments (net of advances) not provided for 313.43 276.08
[including ` 19.55 Crores (March 2021: ` 25.08 Crores) in respect of intangible assets]
b) Uncalled liability on partly paid shares / investments [Refer Note 1.3] 27.00 27.00
c) Other commitments
i) Financial support given to certain subsidiaries, joint ventures, etc.
ii) Lock-in commitment in shareholders agreement [Refer Note 1.3]
The outflow in respect of the above is not practicable to ascertain in view of the uncertainties involved.

3.11 Details of Non-current borrowings ` Crores
As at March 31, 2022 As at March 31, 2021
Non- Current Total Particulars of Redemption Non- Current Total
current Maturities / Repayment current Maturities
a. Secured borrowings:
i. Term loans:
TL - 12 400.00 100.00 500.00 Repayable annually in 5 500.00 - 500.00
equal installments starting
from September 9, 2022
TL - 13 300.00 - 300.00 Repayable annually in 4 300.00 - 300.00
from May 12, 2023
TL - 14 62.50 25.00 87.50 Repayable semi annually in 87.50 12.50 100.00
8 equal installments starting
from February 28, 2022
TL - 15 100.00 - 100.00 Repayable quarterly in 20 100.00 - 100.00
installments of varying
amounts starting from July
1, 2023
TL - 16 200.00 - 200.00 Repayable annually in 5 - - -
from March 25, 2025
TL - 17 237.50 12.50 250.00 Repayable semi annually in - - -
12 installments of varying
amounts starting from
September 30, 2022
1,300.00 137.50 1,437.50 987.50 12.50 1,000.00
ii. Non-Convertible
Debentures (NCD)
Series 3 200.00 - 200.00 Bullet repayment at the end - - -
of 5 years from the date
of allotment i.e. March 17,
2027. The Company has a
call option to redeem the
debentures after the end of
3 years.
Series 2 200.00 - 200.00 Bullet repayment at the end 200.00 - 200.00
of 3 years from the date of
allotment i.e. June 25, 2023
allotment i.e. May 19, 2023
800.00 - 800.00 600.00 - 600.00
iii. SIPCOT Soft loan 31.18 - 31.18 August 1, 2025 31.18 - 31.18
31.18 - 31.18 31.18 - 31.18

3.11 Details of Non-current borrowings: (Contd.)
(i) TL -12 - Term loan was secured by way of first ranking charge on the specified plant and machinery of a manufacturing unit of the
Company located at Pantnagar to the extent of `500 crores.
(ii) TL - 13 - Term loan was secured by way of first ranking charge on the specified plant and machinery of three manufacturing units of
the Company located at Hosur to the extent of 1.25 times of the amount of loan.
(iii) TL - 14 - Term loan was secured by way of exclusive charge on the specified plant and machinery and other movable fixed assets of
a manufacturing unit of the Company located at Pantnagar to the extent of 1.10 times of the amount of loan.
(iv) TL - 15 - Term loan was secured by way of exclusive charge on the specified plant and machinery and other movable fixed assets of
a manufacturing unit of the Company located at Pantnagar to the extent of 1.25 times of the amount of loan.
(v) TL -16 - Term loan will be secured (within the stipulated time) by way of pari passu charge on all the plant and machinery (both
present and future) of the Company to the extent of ` 200 crores.
(vi) TL -17 - Term loan will be secured (within the stipulated time) by way of pari passu charge on all the plant and machinery (both
present and future) of the Company to the extent of 1.10 times of the amount of loan.
(vii) NCD - Series 1 - 8% AL 2023 are secured by way of first ranking charge over specific plant and machinery of manufacturing and
research and development units situated at Ennore and Vellivoyalchavadi and specific immovable properties of manufacturing unit at
Ennore to the extent of 1.10 times of the amount of debentures.
(viii) NCD - Series 2 - 7.65% AL 2023 are secured by way of First Ranking charge over specific plant and machinery of three manufacturing
units situated at Hosur and specific immovable properties situated at manufacturing unit at Ennore to the extent of 1.10 times of the
amount of debentures.
(ix) NCD - Series 3 - 7.30% AL 2027 are secured by way of First Ranking charge over specific plant and machinery of manufacturing unit
situated at Hosur, Unit 2 to the extent of 1.10 times of the amount of debentures.
(x) The above SIPCOT soft loan shall be secured by way of first charge on the fixed assets created / proposed to be created and the same
shall be on pari passu with other first charge holders of LCV division.
The company has registered the charges / satisfaction of charges with the Registrar of Companies within the stipulated period.
` Crores
b. Unsecured borrowings:
i. ECB Loans
ECB -16 152.24 - 152.24 Repayable annually in 3 147.83 - 147.83
from November 18, 2023
ECB -15 101.06 50.53 151.59 Repayable annually in 3 146.22 - 146.22
ECB -14 404.22 202.11 606.33 Repayable annually in 3 584.88 - 584.88
657.52 252.64 910.16 878.93 - 878.93
ii. Interest free sales tax 66.41 - 66.41 Varying amounts repayable 66.41 - 66.41
loans Programme II on a periodical basis ending
in June 2028
66.41 - 66.41 66.41 - 66.41
The above term loans, external commercial borrowings and loans from others carry varying rates of interest ranging with maximum rate
of interest going upto 8.45% p.a. (March 31, 2021: 8.43% p.a). The weighted average rate of interest of these loans is around 7.53% p.a
(2020-21: 7.66% p.a).

3.12 Details of current borrowings
a. Secured borrowings
The company has no outstanding secured borrowings as at March 31, 2022 (March 31, 2021: NIL).
Working capital demand loan from banks are secured by way of hypothecation of the whole stocks of Raw Materials, Semi Finished
and Finished goods, Stores and Spares not related to Plant and Machinery (Consumable stores and spares) Bills Receivable, Book Debts
and all other movables both present and future now lying or stored about the factory premises, godowns, warehouses, yards and any
other locations to the extent of ` 2,000 crores (March 31, 2021: ` 2,000 crores)
` Crores
As at March 31, 2022 Particulars of Repayment As at March 31, 2021
b. Unsecured borrowings
i. - STL 21 - Repaid on September 9, 2021 170.00
ii. - STL 22 - Repaid on various dates in October, 2021 500.00
iii. - STL 23 - Repaid on August 18, 2021 150.00
iv. - STL 24 150.00 Repayable on August 30, 2022 -
150.00 820.00
i. - Bills discounted 116.83 Repayable / Repaid on various dates upto 91.13
October 2022 / September 2021
ii. - Commercial paper - Repaid on June 7, 2021 250.00
116.83 341.13
The above outstanding borrowings carry varying rates of interest with the maximum rate of interest going upto 4.70% p.a (March 31,
2021: 9.10 % p.a). The weighted average rate of interest of these borrowings is around 4.70% (2020-21: 5.98%) p.a.
The carrying value of the above borrowings (as reflected in Notes 1.17 and 1.22) are measured at amortised cost using effective
interest method while the above borrowings represents principal amount outstanding.
3.13 Other Information (including foreign currency transactions)

March 31, 2022 March 31, 2021
` Crores ` Crores
3.13.1 Auditors' remuneration
Included under selling and administration expenses - net [Refer Note 2.7]
i) For financial audit 1.30 1.30
ii) For other services - limited review, certification work, etc. 0.80 0.81
iii) For reimbursement of expenses 0.05 0.09
3.13.2 Total research and development costs charged to the Statement of Profit and Loss 554.03 594.49
[including amount shown under Note 2.7]
3.13.3 Impact of exchange (gain) / loss for the year in the Statement of Profit and Loss due to:
a) Translation / settlement (net) * (6.44) (25.01)
b) Exchange difference on swap contracts * 17.10 23.94
* Included under selling and administration expenses - net [Refer Note 2.7]
c) Depreciation on exchange difference capitalised # 62.75 68.48
#
Included under depreciation and amortisation expense [Refer Note 2.6]
3.14 The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined
on the basis of information available with the Company. The amount of principal and interest outstanding is given below:
` Crores
i) Principal amount paid after appointed date during the year 176.70 16.19
ii) Amount of interest due and payable for the delayed payment of principal amount - 0.14
iii) Principal amount remaining unpaid as at year end (over due) 2.95 2.26
iv) Principal amount remaining unpaid as at year end (not due) 56.59 34.67
v) Interest due and payable on principal amount unpaid as at the year end 0.09 0.02
vi) Total amount of interest accrued and unpaid as at year end 0.30 0.25
vii) Further interest remaining due and payable for earlier years 0.21 0.09

3.15 CSR Expenditure:
` Crores
Particulars Year ended March 31, 2022 Year ended March 31, 2021
Gross amount required to be spent by the Company during 17.34 45.86
the year as per Section 135 of the Companies Act, 2013 read
with schedule VII (including unspent amount of previous year)
Amount of expenditure incurred
(i) Construction / acquisition of any asset - -
(ii) Ongoing projects* 12.23 33.85
(iii) On purposes other than (i) & (ii) above** 5.11 12.01
Total amount of expenditure incurred 17.34 45.86
*Includes amount to be deposited in earmarked bank 0.32 15.51
account for designated ongoing projects as at the end of
the year (subsequently deposited in April 2022 / April 2021
respectively)
**Includes amount to be deposited in specific fund as 0.09 0.17
mentioned in Schedule VII (relating to other than ongoing
projects) as at the end of the year
Shortfall if any excluding amounts transferable to earmarked - -
bank account / schedule VII
Total of previous years shortfall - 11.59
Reason for shortfall Not applicable Not applicable
Nature of CSR activities Education, Environmental Education, Environmental
sustainability, Eradicating hunger, sustainability, Eradicating hunger,
poverty, malnutrition and preventive poverty, malnutrition and preventive
health care, and COVID-19 health care, measures for benefit of
armed forces veterans and COVID-19
Details of related party transactions where CSR is entrusted Not applicable Not applicable
to a related party
Opening balance of earmarked bank account relating to CSR 15.51 -
activities
Addition for the year - 15.51
Utilisation from the balance for the year 5.92 -
Closing balance of earmarked bank account relating to CSR 9.59 15.51
activities
Opening balance of provision relating to CSR activities 15.68 -

Addition 0.41 15.68
Utilisation 6.09 -
Closing balance of provision relating to CSR activities 10.00 15.68
3.16 Goodwill ` Crores

Particulars As at As at
March 31, 2022 March 31, 2021
Gross Goodwill at the beginning / end of the year 449.90 449.90
Accumulated impairment at the beginning / end of the year - -
Carrying amount of Goodwill 449.90 449.90
Allocation of goodwill to cash-generating units

Pursuant to business combination, Light Commercial Vehicle division (LCV division) is identified as a separate cash generating unit. Goodwill
has been allocated for impairment testing purposes to this cash-generating unit.
Cash-generating units to which goodwill is allocated are tested for impairment annually at each reporting date, or more frequently when
there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount
of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that unit. The Company has
used post tax discount rate of 16% (March 2021: 13%) and terminal growth rate of 3% (March 2021: 2%) for the purpose of impairment
testing based on the next five years projected cash flows. Both pre tax and post tax discount rates give the same recoverable amount. The
Company believes that any reasonable further change in the key assumptions on which recoverable amount is based, would not cause the
carrying amount to exceed its recoverable amount.
Also Refer Notes 1B.16 and 1C.

3.17 Financial Ratios
Ratios FY 2021-2022 FY 2020-2021 % of Change
Debt equity ratio 0.49 0.54 -9%
Debt service coverage ratio 3.58 1.52 136%
Current ratio 0.99 0.90 10%
Trade receivable turnover ratio 7.32 7.64 -4%
Inventory turnover ratio 7.95 6.75 18%
Trade payable turnover ratio 3.18 3.44 -7%
Net capital turnover ratio (48.22) (12.76) 278%
Return on capital employed (%) 2.51% -2.28% -210%
Return on equity (%) 7.57% -4.41% -272%
Net profit margin % 2.50% -2.05% -222%
The Company earns a return on investment ranging from 3% to 6% p.a. on fixed deposit and mutual funds.
The reason for change in ratios by more than 25% is mainly due to higher volumes and profitability achieved during year ended
March 31, 2022 in comparison with year ended March 31, 2021.
Ratios Numerator Denominator

Debt equity ratio (in times) Gross total borrowings (before deducting un-amortised Equity share capital + Other equity
loan raising expense)
Debt service coverage ratio Profit / (loss) before exceptional items and tax + Interest paid + Lease payments + Principal
(in times) Finance costs + Depreciation and amortisation expense repayments for long term borrowings
– Tax expense
Current ratio (in times) Current assets Current liabilities
Trade receivable turnover ratio Revenue from Operations Average Trade Receivable
(in times)
Inventory turnover ratio (Cost of materials and services consumed + Purchases Average Inventory
(in times) of stock-in-trade + Changes in inventories of finished
goods, stock-in-trade and work-in-progress)
Trade payable turnover ratio Purchases + other expenses - service and product Average Trade Payable
(in times) warranties
Net capital turnover ratio Revenue from Operations Working Capital
(in times)
Return on capital employed (%) Profit / (Loss) before exceptional items and tax, Finance (Equity share capital + Other equity) -
Costs and Other Income Goodwill - Other Intangible assets - Intangible
assets under development + Deferred tax
Liabilities (net) + Gross Borrowings
Return on equity (%) Profit / (loss) after tax Average Total Equity
Net profit margin % Profit / (loss) after tax Revenue from operations
3.18 The Company does not have any transactions with struck off companies under Companies Act, 2013 or Companies Act, 1956, during the
year.
3.19 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

3.20 No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
3.21 The Company has complied with the number of layers prescribed under the Companies Act.
3.22 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax
Act, 1961, that has not been recorded in the books of account.
3.23 The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
3.24 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received
Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the certain
provisions of the Code will come into effect and the rules thereunder has not been notified. The Company will assess the impact of the
Code when it comes into effect and will record any related impact in the period the Code becomes effective.
3.25 Impairment loss reversal in Optare PLC
The Company holds 91.63% equity stake in Optare Plc and has invested ` 931.58 crores till March 31, 2022. Optare Plc has around 98.90%
stake in Switch Mobility Limited, UK and Switch Mobility Limited, UK in turn holds 100% stake in Switch Automotive Mobility Limited (India),
with focus on manufacture and sale of electric commercial vehicles globally. Till March 31, 2021, the Company has recognised an impairment
of ` 781.19 Crores against the equity investment made in Optare Plc.
As at March 31, 2022, the Company identified certain triggers for reversal of the previously recorded impairment based on both external
and internal indicators.
The key drivers for this improved outlook include:
- Improved market conditions especially on account of growing demand for adoption of electric vehicles.
- Product positioning in markets where it did not have a presence earlier
- Global Sourcing and Cost reduction initiatives
- Restructuring of operations
Considering above factors, the recoverable amount has been determined using fair value less costs of disposal which is based on recent
equity infusion by an external investor in Switch Mobility Limited, UK at a valuation of approximately $ 1.6 Bn and the interest shown by
potential investors in Switch Mobility Limited, UK which indicates that the fair value of the investment is significantly higher than the cost
of investment in the books.
The fair value of investment determined is also supported by a report obtained from an independent valuer. The fair value less cost of
disposal has been determined using a discounted cash flow model, which requires the use of assumptions. The valuation is considered to
be Level 3 in the fair value hierarchy. The calculations include cash flow projections based on financial budgets for the next nine years,
approved by the Board. Cashflows beyond the nine years period are extrapolated using the estimated growth rate of 1.5% and post-tax
discount rate of 15% has been used. Other Key assumptions include revenue growth rate and EBITDA margins. The management believes
that any reasonable further change in the key assumptions (if revenue and EBIITDA changes by 5% - 10%) on which recoverable amount is
based, would not cause the carrying amount to exceed its recoverable amount. The fair value range obtained by discounted cash flow model
is also corroborated by the fair value of similar companies listed in global stock exchanges.
Based on the above the Company has reversed the impairment of ` 781.19 crores and ` 33.26 crores of provisions for obligations in the
current financial year.
3.26 The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
3.27 The figures for the previous year have been reclassified / regrouped wherever necessary including for amendments relating to Schedule III
of the Companies Act, 2013 for better understanding and comparability.
For and on behalf of the Board of the Directors
DIN : 01746102
May 19, 2022 May 19, 2022

Chennai Chennai

To the Members of Ashok Leyland Limited Basis for Opinion

Report on the Audit of the Consolidated Ind AS Financial Statements 3. We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under Section 143(10) of the Act. Our
Opinion
responsibilities under those Standards are further described in the
1. We have audited the accompanying consolidated Ind AS financial “Auditors’ Responsibilities for the Audit of the Consolidated Ind AS
Consolidated
statements of Ashok Leyland Limited (hereinafter referred to Financial Statements” section of our report. We are independent
as the “Holding Company”) and its subsidiaries (the Holding of the Group, its associate companies and joint ventures in
Company and its subsidiaries together referred to as “the Group”), accordance with the ethical requirements that are relevant to
its associate companies and joint ventures (refer Note 3.1 to our audit of the consolidated Ind AS financial statements in
the attached consolidated Ind AS financial statements), which India in terms of the Code of Ethics issued by the Institute of
comprise the consolidated Balance Sheet as at March 31, 2022, Chartered Accountants of India and the relevant provisions of
and the consolidated Statement of Profit and Loss (including the Act, and we have fulfilled our other ethical responsibilities in
Other Comprehensive Income), the consolidated Statement of accordance with these requirements. We believe that the audit
Changes in Equity and the consolidated Statement of Cash Flows evidence we have obtained and the audit evidence obtained
for the year then ended, and notes to the consolidated financial by the other auditors in terms of their reports referred to in
statements, including a summary of significant accounting sub-paragraph 16 of the Other Matters section below, other
policies and other explanatory information (hereinafter referred than the unaudited financial information as certified by the
to as “the consolidated Ind AS financial statements”). management and referred to in sub-paragraph 17 of the Other
Matters section below, is sufficient and appropriate to provide a
2. In our opinion and to the best of our information and according
basis for our opinion.
to the explanations given to us, the aforesaid consolidated Ind
AS financial statements give the information required by the Key Audit Matters
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the accounting 4. Key audit matters are those matters that, in our professional
principles generally accepted in India, of the consolidated state of judgment, were of most significance in our audit of the
affairs of the Group, its associate companies and joint ventures consolidated Ind AS financial statements of the current period.
as at March 31, 2022, of consolidated total comprehensive loss These matters were addressed in the context of our audit of
(comprising of loss and other comprehensive loss), consolidated the consolidated Ind AS financial statements as a whole, and in
changes in equity and its consolidated cash flows for the year forming our opinion thereon, and we do not provide a separate
then ended. opinion on these matters.
Impairment
Fair value of investment in other equity instruments of the Holding As part of our audit, our procedures included the following:
Company • We obtained an understanding and assessed the design,
(Refer to Note 1B.19 and Note 1C to the consolidated Ind AS financial implementation and operating effectiveness of management’s
statements regarding the recognition, valuation and disclosure relevant internal controls to identify whether there are any
methods of equity instruments in others’ and ‘Critical accounting indicators of impairment and where such indicators exists, the
judgements and key sources of estimation uncertainty’ respectively) method by which the recoverable amount is determined by the
management. Specifically, we focused on management controls to
In the consolidated Ind AS financial statements of the Company, conclude on the appropriateness of future cash flows (including
equity investments of the Holding Company in others is ` 109.66 terminal cash flow) and key assumptions used in arriving at the
crores valued at fair value on a recurring basis, and where no listed recoverable amount and fair value, as applicable.
price in an active market is available. • We evaluated the following:
The valuation of these other equity instruments is a key audit matter - Terminal growth rate by comparing with the long-term
as the determination of fair value involves significant management outlook based on the relevant macroeconomic outlook for
judgement as no active market, observable inputs are available. the geography in which the entities are operating.
The key inputs and judgements involved in the model for fair - Board approved budgets considering growth and other
value assessment of investments include future cash flows of the cash flow projections provided by the Holding Company’s
respective entities, the discount rate and the long-term growth rates management and compared these with the actual results of
used. earlier years to assess the appropriateness of forecast.
- The competence, capabilities and objectivity of the
management’s expert involved in the valuation process.
• We along with the auditors’ experts evaluated the appropriateness
like terminal growth rate and discount rate.
• We performed sensitivity tests on the model by analysing the
impact of using other possible growth rates and discount rates
within a reasonable and foreseeable range.
• We evaluated the adequacy of the disclosures made in the
consolidated Ind AS financial statements.
Based on the above procedures performed, we did not identify any
significant exceptions in the management’s assessment in relation to
the fair value of investment in other equity instruments of the Holding
Company.

Also refer to the Key Audit Matters included by us in our audit report of even date on the Standalone Ind AS financial statements of the Holding
Company.
5. The following Key Audit Matters were included in the audit report dated May 17, 2022, containing an unmodified audit opinion on the
consolidated financial information of Hinduja Leyland Finance Limited, a subsidiary of the Holding Company issued by an independent firm
of Chartered Accountants reproduced by us as under:
I. Impairment of Financial Assets
Management estimates impairment provision using Expected Principal audit procedures performed:
Credit loss (ECL) model for the loan exposure as per the Board These procedures included, but not limited, to the following:
approved policy which is in line with Ind AS and the applicable
Regulations. Measurement of impairment of loans involve • We examined Board Policy approving methodologies for
application of significant management judgement. The most computation of ECL that address policies, procedures and controls
significant judgements are: for assessing and measuring credit risk on all lending exposures,
commensurate with the size, complexity and risk profile specific to
• Timely identification and classification of the impaired the borrowers.
loans, including classification of assets to stage 1, 2, or
3 using criteria in accordance with Ind AS 109 which • We evaluated the design and operating effectiveness of controls
also include considering the impact of RBI’s regulatory across the processes relevant to ECL, including the judgements
circulars and estimates, management’s monitoring of model validation and
production of journal entries and disclosures
• Determination of Exposure at default (EAD), probability
of defaults (PD) and loss given defaults (LGD) based on • We tested the completeness of loans and advances included in
the default history of loans, subsequent recoveries made the Expected Credit Loss calculations as of March 31, 2022 by
and other relevant factors. reconciling it with the balances as per loan balance register and
loan commitment report as on that date.
• Assessment of qualitative factors having an impact on
the credit risk. • We tested assets in stage 1, 2 and 3 on sample basis to verify that
they were allocated to the appropriate stage.
• The Company’s impairment allowance is derived from
estimates including the historical default and loss ratios. • Tested samples to ascertain the completeness and accuracy of the
Collective impairment allowances are calculated using input data used for determining the PD and LGD rates and agreed
ECL model which approximate credit conditions on the data with underlying books of accounts and records.
homogenous portfolios of loans. • For samples of exposure, we tested the appropriateness of
The disclosures made in the standalone financial statements determining EAD, PD and LGD.
for ECL especially in relation to judgements and estimates by • For exposure determined to be individually impaired, we tested
the Management in determination of the ECL involve increased samples of loans and advances and examined management’s
level of audit focus. estimate of future cash flows, assessed their reasonableness and
The aforesaid involves significant management estimates/ checked the resultant provision calculations.
judgements and hence identified as Key Audit Matter. • We performed an overall assessment of the ECL provision levels at
each stage including management’s assessment and provision on
account of Company’s portfolio, risk profile, credit risk management
practices and the macroeconomic environment.
• We assessed the adequacy and appropriateness of disclosures in
compliance with the Ind AS 107 in relation to ECL especially in
relation to judgements used in estimation of ECL provision.
II. Valuation of Financial Instruments
Financial Instruments carried at Fair value and measured at Our audit procedures in relation to fair valuation of financial instruments
fair value through other comprehensive income, account for a were focused on obtaining sufficient appropriate audit evidence as to
significant part of the Company’s assets. whether the fair valuation of financial instruments recognised in the
financial statements were reasonable and the related disclosures in
The valuation of the Company’s financial instruments is based
on a combination of market data and valuation models which the standalone financial statements made by the management were
often require significant management judgement. The most adequate.
significant judgements are:
• Assessing the fair value of financial instruments based These procedures included, but not limited, to the following:
on the significant degree of judgement exercised by • Obtain an understanding of the fair valuation methodology and
management in determining the inputs used in the
valuation. • Testing the design and operating effectiveness of controls over
(1) the management’s methodology for determining Fair Value,
including consideration of the current and estimated future
economic conditions
(2) the completeness and accuracy of information used in
determining Fair Value.

6. The following Key Audit Matters were included in the audit report dated May 18, 2022, containing an unmodified audit opinion on the
consolidated financial information of Lanka Ashok Leyland PLC, an associate of the Holding Company issued by an independent firm of
Chartered Accountants reproduced by us as under:
Key audit matter description How our audit addressed the key audit matter
I. Carrying value of Inventories
Changes in economic sentiment or consumer preferences, Our audit procedures included:
demands and the introduction of newer models with the
• Evaluating whether the inventory provisions at the end of the
latest design and technologies could result in inventories in
reporting period were determined in a manner consistent with the
hand no longer being sought after or being sold at a discount
Company’s inventory provision policy by recalculating the inventory
below their cost. Estimating the future demand and the
provisions based on the percentages and other parameters in the
related selling prices of vehicles, generators and spare parts
Company’s inventory provision policy.
are inherently subjective and uncertain because it involves
management estimating the extent of markdown of selling • Assessing, on a sample basis, whether items in the inventory ageing
prices necessary to sell the older or slow moving models in report were classified within the appropriate ageing category by
the period subsequent to the reporting date. We identified comparing individual items with the underlying documentation
the valuation of inventories as a key audit matter because which included purchase invoices and goods receipt notes.
of the exercise of significant judgement by management in
• Enquiring of management about any expected changes in plans for
determining appropriate carrying value of inventories.
markdowns or disposals of slow moving or obsolete inventories
and comparing their representations with actual transactions
subsequent to the reporting date and assumptions adopted in
determining the inventory provisions.
• Comparing, on a sample basis, the carrying value of inventories
with sales prices subsequent to the end of the reporting period.
Attending inventory counts as at the year end to ensure the
existence and condition of inventories as at the reporting date.
II. Recoverability of rental and trade receivables
Assessing the allowance for impairment of Rental and Trade Our audit procedures included:
receivables remains one of the significant judgements made
• Obtaining an understanding of and assessing the design and
by management particularly in light of the uncertain economic
implementation of management’s key internal controls relating to
outlook in Sri Lanka due to the ongoing economic crises within
credit control, debt collections and making allowances for doubtful
the country and the impact of Global COVID-19 outbreak. We
debtors.
identified assessing the recoverability of trade debtors as a
key audit matter because of the significance of trade debtors • Reviewing the appropriateness of the provisioning methodology
to the financial statements as a whole and the assessment used by management in determining the impairment allowances
of the recoverability of trade debtors is inherently subjective against the requirements of SLFRS 09.
and requires significant management judgement in accordance
• Recomputing management’s calculation for the impairment
with SLFRS 09, which increases the risk of error or potential
allowance determined based on expected credit loss method.
management bias.
• Obtaining an understanding of the key parameters and assumptions
Management provisioning methodology is based on an
of the expected credit loss model adopted by the management,
Expected Credit Loss (ECL) model as required under SLFRS 9
including historical default data and management’s estimated loss
“Financial Instruments”.
rates.
• Assessing the reasonableness of management’s loss allowance
estimate by examining the information used by management
to form such judgments, including testing the accuracy of the
historical default data and evaluating whether the historical loss
rates are appropriately adjusted based on current economic
conditions and forward looking information.
• Challenging management’s assumptions for the expected cashflows
and the timing of the expected cashflows in the scenario-based
probability weighted impairment assessment of individually
significant customers.
• Assessing, on a sample basis, whether items in the debtors ageing
report were classified within the appropriate ageing category
by comparing individual items in the report with the underlying
documentation such as sales invoices.
• Requesting for confirmations from major debtors and/or verifying
subsequent settlements as an alternative procedure.

Other Information Auditors’ Responsibilities for the Audit of the Consolidated Ind AS
Financial Statements
7. The Holding Company’s Board of Directors is responsible for
the other information. The other information comprises the 11. Our objectives are to obtain reasonable assurance about whether
information included in the Annual report (i.e. Board’s report, the consolidated Ind AS financial statements as a whole are free
Report on Corporate Governance and Management Discussion from material misstatement, whether due to fraud or error, and
and Analysis Report) but does not include the consolidated to issue an auditors’ report that includes our opinion. Reasonable
Ind AS financial statements and our auditors’ report thereon. assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
Our opinion on the consolidated Ind AS financial statements does
material misstatement when it exists. Misstatements can arise
not cover the other information and we do not express any form
from fraud or error and are considered material if, individually or
of assurance conclusion thereon.
in the aggregate, they could reasonably be expected to influence
In connection with our audit of the consolidated Ind AS financial the economic decisions of users taken on the basis of these
statements, our responsibility is to read the other information consolidated Ind AS financial statements.
and, in doing so, consider whether the other information is
materially inconsistent with the consolidated Ind AS financial 12. As part of an audit in accordance with SAs, we exercise
statements or our knowledge obtained in the audit or otherwise professional judgment and maintain professional scepticism
appears to be materially misstated. If, based on the work we have throughout the audit. We also:
performed and the reports of the other auditors as furnished ● Identify and assess the risks of material misstatement of
to us (Refer paragraph 16 below), we conclude that there is a the consolidated Ind AS financial statements, whether due
material misstatement of this other information, we are required to fraud or error, design and perform audit procedures
to report that fact. responsive to those risks, and obtain audit evidence that
We have nothing to report in this regard. is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
Responsibilities of Management and Those Charged with Governance resulting from fraud is higher than for one resulting from
for the Consolidated Ind AS Financial Statements error, as fraud may involve collusion, forgery, intentional
8. The Holding Company’s Board of Directors is responsible for omissions, misrepresentations, or the override of internal
the preparation and presentation of these consolidated Ind AS control.
financial statements in term of the requirements of the Act that
● Obtain an understanding of internal control relevant
give a true and fair view of the consolidated financial position,
to the audit in order to design audit procedures that
consolidated financial performance and consolidated cash flows,
are appropriate in the circumstances. Under Section
and changes in equity of the Group including its associate
143(3)(i) of the Act, we are also responsible for expressing
companies and joint ventures in accordance with the accounting
our opinion on whether the Holding company has adequate
principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act. The respective internal financial controls with reference to consolidated
Board of Directors of the companies included in the Group and Ind AS financial statements in place and the operating
of its associate companies and joint ventures are responsible effectiveness of such controls.
for maintenance of adequate accounting records in accordance ● Evaluate the appropriateness of accounting policies used
with the provisions of the Act for safeguarding the assets of the and the reasonableness of accounting estimates and
Group and its associates and joint ventures and for preventing related disclosures made by management.
and detecting frauds and other irregularities; selection and
● Conclude on the appropriateness of management’s use
application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design, of the going concern basis of accounting and, based
implementation and maintenance of adequate internal financial on the audit evidence obtained, whether a material
controls, that were operating effectively for ensuring accuracy uncertainty exists related to events or conditions that may
and completeness of the accounting records, relevant to the cast significant doubt on the ability of the Group and its
preparation and presentation of the consolidated Ind AS financial associate companies and joint ventures to continue as a
statements that give a true and fair view and are free from going concern. If we conclude that a material uncertainty
material misstatement, whether due to fraud or error, which have exists, we are required to draw attention in our auditors’
been used for the purpose of preparation of the consolidated report to the related disclosures in the consolidated Ind AS
Ind AS financial statements by the Directors of the Holding financial statements or, if such disclosures are inadequate,
Company, as aforesaid. to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors’
9. In preparing the consolidated Ind AS financial statements, the report. However, future events or conditions may cause
respective Board of Directors of the companies included in the
the Group and its associate companies and joint ventures
Group and of its associate companies and joint ventures are
to cease to continue as a going concern.
responsible for assessing the ability of the Group and of its
associate companies and joint ventures to continue as a going ● Evaluate the overall presentation, structure and content of
concern, disclosing, as applicable, matters related to going the consolidated Ind AS financial statements, including the
concern and using the going concern basis of accounting unless disclosures, and whether the consolidated Ind AS financial
management either intends to liquidate the Group or to cease statements represent the underlying transactions and
operations, or has no realistic alternative but to do so. events in a manner that achieves fair presentation.
10. The respective Board of Directors of the companies included in ● Obtain sufficient appropriate audit evidence regarding the
the Group and of its associate companies and joint ventures are financial information of the entities or business activities
responsible for overseeing the financial reporting process of the within the Group and its associate companies and joint
Group and of its associate companies and joint ventures. ventures to express an opinion on the consolidated Ind AS

financial statements. We are responsible for the direction, 17. We did not audit the consolidated financial information of one
supervision and performance of the audit of the financial subsidiary and financial information of two subsidiaries whose
statements of such entities included in the consolidated Ind financial information reflect total assets of ` 291.77 crores and
AS financial statements of which we are the independent net assets of ` 28.80 crores as at March 31, 2022, total revenue
auditors. For the other entities included in the consolidated of ` 485.48 crores, total net profit after tax of ` 6.47 crores,
Ind AS financial statements, which have been audited by total comprehensive income (comprising of profit and other
other auditors, such other auditors remain responsible for comprehensive loss) of ` 6.08 crores and net cash flows of
the direction, supervision and performance of the audits ` (2.63) crores for the year ended March 31, 2022, as considered
carried out by them. We remain solely responsible for our in the consolidated Ind AS financial statements. The consolidated
audit opinion. Ind AS financial statements also include the Group’s share of
13. We communicate with those charged with governance of net profit after tax of ` 0.10 crores and total comprehensive
the Holding Company and such other entities included in the income (comprising of profit and other comprehensive loss) of
consolidated Ind AS financial statements of which we are the ` Nil for the year ended March 31, 2022, as considered in the
independent auditors regarding, among other matters, the consolidated Ind AS financial statements, in respect of one joint
planned scope and timing of the audit and significant audit venture whose financial information have not been audited by
findings, including any significant deficiencies in internal control us. These financial information are unaudited and have been
that we identify during our audit. furnished to us by the Management, and our opinion on the
consolidated Ind AS financial statements insofar as it relates
14. We also provide those charged with governance with a statement to the amounts and disclosures included in respect of these
that we have complied with relevant ethical requirements subsidiaries and a joint venture and our report in terms of
regarding independence, and to communicate with them all sub-section (3) of Section 143 of the Act including report on Other
relationships and other matters that may reasonably be thought Information insofar as it relates to the aforesaid subsidiaries,
to bear on our independence, and where applicable, related and a joint venture, is based solely on such unaudited financial
safeguards. information. In our opinion and according to the information and
15. From the matters communicated with those charged with explanations given to us by the Management, these financial
governance, we determine those matters that were of most information are not material to the Group.
significance in the audit of the consolidated Ind AS financial Our opinion on the consolidated Ind AS financial statements, and
statements of the current period and are therefore the key audit our report on Other Legal and Regulatory Requirements below, is
matters. We describe these matters in our auditors’ report unless not modified in respect of the above matters with respect to our
law or regulation precludes public disclosure about the matter reliance on the work done and the reports of the other auditors
or when, in extremely rare circumstances, we determine that a and the financial information certified by the Management.
matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected Report on Other Legal and Regulatory Requirements
to outweigh the public interest benefits of such communication. 18. As required by paragraph 3(xxi) of the Companies (Auditor’s
Other Matters Report) Order, 2020 (“CARO 2020”), issued by the Central
Government of India in terms of sub-section (11) of Section 143
16. We did not audit the consolidated financial statements/financial of the Act, we report that there are no qualifications or adverse
information of four subsidiaries and financial statements of seven remarks included by the respective auditors in their CARO 2020
subsidiaries included in the consolidated financial statements, reports issued in respect of the standalone financial statements
whose financial statements/ financial information reflect total of the companies which are included in these consolidated Ind AS
assets of ` 26,497.59 crores and net assets of ` 4,056.18 crores financial statements.
as at March 31, 2022, total revenue of ` 5,458.13 crores, total
net profit after tax of ` 23.31 crores, total comprehensive 19. As required by Section 143(3) of the Act, we report, to the extent
loss (comprising of profit and other comprehensive loss) of applicable, that:
` 180.44 crores and net cash flows amounting to ` 88.88 (a) We have sought and obtained all the information and
crores for the year ended March 31, 2022, as considered in the explanations which to the best of our knowledge and
consolidated Ind AS financial statements. The consolidated Ind belief were necessary for the purposes of our audit of the
AS financial statements also include the Group’s share of net aforesaid consolidated Ind AS financial statements.
profit after tax of ` 7.51 crores and total comprehensive income
(b) In our opinion, proper books of account as required by law
(comprising of profit and other comprehensive income) of
relating to preparation of the aforesaid consolidated Ind AS
` 7.58 crores for the year ended March 31, 2022, as considered
financial statements have been kept so far as it appears
in the consolidated Ind AS financial statements, in respect of
from our examination of those books and the reports of
three associate companies and one joint venture, whose financial
the other auditors.
statements/ financial information have not been audited by us.
These financial statements/ financial information have been (c) The Consolidated Balance Sheet, the Consolidated Statement
audited by other auditors whose reports have been furnished of Profit and Loss (including Other Comprehensive Income),
to us by the Management, and our opinion on the consolidated the Consolidated Statement of Changes in Equity and the
Ind AS financial statements insofar as it relates to the amounts Consolidated Statement of Cash Flows dealt with by this
and disclosures included in respect of these subsidiaries, joint Report are in agreement with the relevant books of account
venture and associate companies and our report in terms of and records maintained for the purpose of preparation of
sub-section (3) of Section 143 of the Act including report on Other the consolidated Ind AS financial statements.
Information insofar as it relates to the aforesaid subsidiaries, joint (d) In our opinion, the aforesaid consolidated Ind AS financial
ventures and associate companies, is based solely on the reports statements comply with the Accounting Standards specified
of the other auditors. under Section 133 of the Act.

(e) On the basis of the written representations received from (b) The respective Managements of the Company
the directors of the Holding Company as on March 31, and its subsidiaries, joint venture and associate
2022 taken on record by the Board of Directors of the companies which are companies incorporated
Holding Company and the reports of the statutory auditors in India whose financial statements have been
of its subsidiary companies, associate companies and joint audited under the Act have represented to us
ventures incorporated in India, none of the directors of and the other auditors of such subsidiaries, joint
the Group companies, its associate companies and joint venture and associate companies respectively
ventures incorporated in India is disqualified as on March that, to the best of their knowledge and belief,
31, 2022 from being appointed as a director in terms of as disclosed in the notes to the accounts, no
Section 164(2) of the Act. funds have been received by the Company
or any of such subsidiaries, joint venture and
(f) With respect to the adequacy of internal financial controls
associate companies from any person(s) or
with reference to financial statements of the Group, its
entity(ies), including foreign entities (“Funding
associates and joint ventures incorporated in India and
Parties”), with the understanding, whether
the operating effectiveness of such controls, refer to our
recorded in writing or otherwise, that the
separate report in Annexure A.
Company or any of such subsidiaries, joint
(g) With respect to the other matters to be included in venture and associate companies shall, directly
the Auditors’ Report in accordance with Rule 11 of the or indirectly, lend or invest in other persons or
Companies (Audit and Auditor’s) Rules, 2014, in our entities identified in any manner whatsoever by
opinion and to the best of our information and according or on behalf of the Funding Party (“Ultimate
to the explanations given to us: Beneficiaries”) or provide any guarantee,
i. The consolidated Ind AS financial statements disclose security or the like on behalf of the Ultimate
the impact, if any, of pending litigations on the Beneficiaries.
consolidated financial position of the Group, its (c) Based on the audit procedures, that has been
associate companies and joint ventures– Refer note considered reasonable and appropriate in the
3.11 to the consolidated Ind AS financial statements. circumstances, performed by us and those
ii. The Group, its associate companies and joint performed by the auditors of the subsidiaries,
ventures were not required to recognise a provision joint venture and associate companies which
as at March 31, 2022 under the applicable law are companies incorporated in India whose
or accounting standards, as it does not have any financial statements have been audited under
material foreseeable losses on long-term contract the Act, nothing has come to our or other
including derivative contracts. auditors’ notice that has caused us or the other
auditors to believe that the representations
iii. During the year ended March 31, 2022, there were under sub-clause (i) and (ii) of Rule 11(e)
no amounts which were required to be transferred contain any material misstatement.
to the Investor Education and Protection Fund by
the Holding Company, and its subsidiary companies, v. The dividend declared and paid during the year by
associate companies and joint ventures incorporated the Holding Company is in compliance with Section
in India. 123 of the Act.
iv. (a) The respective Managements of the Company 20. Except for managerial remuneration aggregating to ` 17.81
and its subsidiaries, joint venture and associate crores, the managerial remuneration paid/ provided for by the
companies which are companies incorporated Group, its associate companies and joint ventures is in accordance
in India whose financial statements have been with the requisite approvals as mandated by the provisions
audited under the Act have represented to us of Section 197 read with Schedule V to the Act. As stated in
and the other auditors of such subsidiaries, joint Note 3.9 to the consolidated Ind AS financial statements, the
venture and associate companies respectively Holding Company will place the managerial remuneration paid/
that, to the best of their knowledge and belief, provided in excess of the limits before the shareholders for their
as disclosed in the notes to the accounts, approval in the ensuing annual general meeting.
no funds have been advanced or loaned or
For Price Waterhouse & Co Chartered Accountants LLP
invested (either from borrowed funds or share
Firm Registration Number: 304026E/E-300009
premium or any other sources or kind of funds)
Chartered Accountants
by the Company or any of such subsidiaries,
joint venture and associate companies to or
in any other persons or entities, including
foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or A. J. Shaikh
otherwise, that the Intermediary shall, directly Partner
or indirectly, lend or invest in other persons or Membership Number: 203637
entities identified in any manner whatsoever UDIN: 22203637AJGWKH9069
by or on behalf of the Company or any of
such subsidiaries, joint venture and associate
companies (“Ultimate Beneficiaries”) or provide Place: Chennai
any guarantee, security or the like on behalf of Date: May 19, 2022
the Ultimate Beneficiaries.

Referred to in paragraph 19 (f) of the Independent Auditors’ Report of even date to the members of Ashok Leyland Limited on the consolidated
Ind AS financial statements for the year ended March 31, 2022
Report on the Internal Financial Controls with reference to Consolidated Financial Statements under clause (i) of sub-section 3 of Section 143
of the Act
1. In conjunction with our audit of the consolidated Ind AS financial assessing the risk that a material weakness exists, and testing
statements of the Company as of and for the year ended March and evaluating the design and operating effectiveness of internal
31, 2022, we have audited the internal financial controls with control based on the assessed risk. The procedures selected
reference to financial statements of Ashok Leyland Limited depend on the auditor’s judgement, including the assessment of
(hereinafter referred to as “the Holding Company”) and its the risks of material misstatement of the financial statements,
subsidiary companies, its associate companies and joint venture whether due to fraud or error.
companies, which are companies incorporated in India, as of that
date. Reporting under clause (i) of sub section 3 of Section 143 5. We believe that the audit evidence we have obtained and the
of the Act in respect of the adequacy of the internal financial audit evidence obtained by the other auditors in terms of their
reports referred to in the Other Matters paragraph below, is
controls with reference to financial statements is not applicable
sufficient and appropriate to provide a basis for our audit opinion
to a joint venture company incorporated in India namely Ashok
on the Holding Company’s internal financial controls system with
Leyland John Deere Construction Equipment Company Private
reference to consolidated Ind AS financial statements.
Limited, pursuant to MCA notification GSR 583(E) dated 13 June
2017. Meaning of Internal Financial Controls with reference to financial
Management’s Responsibility for Internal Financial Controls statements
2. The respective Board of Directors of the Holding Company, 6. A company’s internal financial control with reference to financial
its subsidiary companies, its associate companies and joint statements is a process designed to provide reasonable assurance
venture companies, to whom reporting under clause (i) of sub regarding the reliability of financial reporting and the preparation
section 3 of Section 143 of the Act in respect of the adequacy of financial statements for external purposes in accordance with
of the internal financial controls with reference to financial generally accepted accounting principles. A company’s internal
statements is applicable, which are companies incorporated in financial control with reference to financial statements includes
India, are responsible for establishing and maintaining internal those policies and procedures that (1) pertain to the maintenance
financial controls based on internal control over financial reporting of records that, in reasonable detail, accurately and fairly reflect
criteria established by the Company considering the essential the transactions and dispositions of the assets of the company;
components of internal control stated in the Guidance Note (2) provide reasonable assurance that transactions are recorded
on Audit of Internal Financial Controls Over Financial Reporting as necessary to permit preparation of financial statements in
(“the Guidance Note”) issued by the Institute of Chartered accordance with generally accepted accounting principles, and
Accountants of India (“ICAI”). These responsibilities include the that receipts and expenditures of the company are being made
design, implementation and maintenance of adequate internal only in accordance with authorisations of management and
financial controls that were operating effectively for ensuring the directors of the company; and (3) provide reasonable assurance
orderly and efficient conduct of its business, including adherence regarding prevention or timely detection of unauthorised
to the respective company’s policies, the safeguarding of its acquisition, use, or disposition of the company’s assets that could
assets, the prevention and detection of frauds and errors, the have a material effect on the financial statements.
accuracy and completeness of the accounting records, and the Inherent Limitations of Internal Financial Controls with reference to
timely preparation of reliable financial information, as required financial statements
under the Act.
7. Because of the inherent limitations of internal financial controls
Auditors’ Responsibility with reference to financial statements, including the possibility
3. Our responsibility is to express an opinion on the Company’s of collusion or improper management override of controls,
internal financial controls with reference to financial statements material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal
based on our audit. We conducted our audit in accordance
financial controls with reference to financial statements to
with the Guidance Note issued by the ICAI and the Standards
future periods are subject to the risk that the internal financial
on Auditing deemed to be prescribed under Section 143(10) of
control with reference to financial statements may become
the Companies Act, 2013, to the extent applicable to an audit
inadequate because of changes in conditions, or that the degree
of internal financial controls, both applicable to an audit of
of compliance with the policies or procedures may deteriorate.
internal financial controls and both issued by the ICAI. Those
Standards and the Guidance Note require that we comply with Opinion
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial 8. In our opinion, the Holding Company, its subsidiary companies,
controls with reference to financial statements was established its associate companies and joint venture companies, which are
and maintained and if such controls operated effectively in all companies incorporated in India, have, in all material respects,
material respects. an adequate internal financial controls system with reference
to financial statements and such internal financial controls with
4. Our audit involves performing procedures to obtain audit reference to financial statements were operating effectively
evidence about the adequacy of the internal financial controls as at March 31, 2022, based on internal control over financial
system with reference to financial statements and their operating reporting criteria established by the Company considering the
effectiveness. Our audit of internal financial controls with reference essential components of internal control stated in the Guidance
to financial statements included obtaining an understanding of Note issued by the ICAI.
internal financial controls with reference to financial statements,

Referred to in paragraph 21 (f) of the Independent Auditors’ Report of even date to the members of Ashok Leyland Limited on the consolidated
Ind AS financial statements for the year ended March 31, 2022
Other Matters For Price Waterhouse & Co Chartered Accountants LLP

9. Our aforesaid reports under Section 143(3)(i) of the Act on the Firm Registration Number: 304026E/E-300009
adequacy and operating effectiveness of the internal financial Chartered Accountants
controls with reference to financial statements insofar as it relates
to nine subsidiary companies, two associate companies and
one joint venture company, which are companies incorporated A. J. Shaikh
in India, is based on the corresponding reports of the auditors Partner
of such companies incorporated in India. Our opinion is not Membership Number: 203637
modified in respect of this matter. UDIN: 22203637AJGWKH9069
Place: Chennai
Date: May 19, 2022

Consolidated Balance sheet as at March 31, 2022
Particulars Note As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
ASSETS
Non-current assets
Property, plant and equipment 1.1 5,317.15 5,630.26
Capital work-in-progress 1.1 139.38 233.27
Right-of-use asset 1.1a 427.29 417.16
Goodwill (including consolidation) 1,031.83 1,240.77
Other Intangible assets 1.2 1,118.31 1,196.03
Intangible assets under development 1.2 100.63 102.27
Investments - Accounted for using equity method 1.3 46.60 41.28
Financial assets
(i) Investments 1.3 951.89 809.83
(ii) Trade receivables 1.4 0.03 0.31
(iii) Loans 1.5 14,890.73 15,436.14
(iv) Other financial assets 1.6 397.57 505.67
Deferred tax assets (net) 1.7 27.13 8.91
Income tax assets (net) 1.8 198.70 175.22
Other non-current assets 1.9 339.29 350.89
24,986.53 26,148.01
Current assets
Inventories 1.10 2,540.55 2,495.85
Financial assets
(i) Investments 1.11 1,653.63 244.52
(ii) Trade receivables 1.12 3,278.76 3,020.91
(iii) Cash and cash equivalents 1.13a 2,030.96 1,481.04
(iv) Bank balances other than (iii) above 1.13b 68.48 297.49
(v) Loans 1.14 6,818.03 6,237.04
(vi) Other financial assets 1.15 922.45 1,114.88
Contract Assets 1.16 21.84 19.72
Other current assets 1.17 1,215.92 1,007.41
18,550.62 15,918.86
Asset classified as held for sale 1.17A 63.63 -
TOTAL ASSETS 43,600.78 42,066.87
EQUITY AND LIABILITIES
Equity
Equity share capital 1.18 293.55 293.55
Other equity 1.19 7,010.34 7,568.47
Equity attributable to owners of the Company 7,303.89 7,862.02
Non-controlling interest 1,286.27 1,268.28
Total equity 8,590.16 9,130.30
Liabilities
Non-current liabilities
(i) Borrowings 1.20 15,297.30 15,564.63
(iii) Other financial liabilities 1.21 143.20 171.55
Provisions 1.23 283.99 229.38
Deferred tax liabilities (net) 1.24 315.83 386.09
16,394.72 16,712.77
Current liabilities
(i) Borrowings 1.25 8,642.05 8,325.48
(iii) Trade payables 1.26
a) Total outstanding dues of micro enterprises and small enterprises 62.63 38.86
(iv) Other financial liabilities 1.27 1,188.06 1,201.16
Provisions 1.29 532.68 579.48
Other current liabilities 1.30 323.75 202.25
Current tax liabilities (net) 1.31 123.82 53.80
18,604.12 16,223.80
Liabilities directly associated with assets classified as held for sale 1.17B 11.78 -
TOTAL EQUITY AND LIABILITIES 43,600.78 42,066.87
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
This is the Consolidated Balance Sheet referred to in our report of even date. For and on behalf of the Board of Directors
Chartered Accountants Chief Financial Officer DIN: 00133410
DIN: 01746102

May 19, 2022 May 19, 2022
Chennai Chennai

Consolidated Statement of Profit and Loss for
the year ended March 31, 2022
Particulars Note Year ended Year ended
March 31, 2022 March 31, 2021
` Crores ` Crores
Income
Revenue from operations 2.1 26,237.15 19,454.10
Other income 2.2 86.81 131.16
Total Income 26,323.96 19,585.26
Expenses
Cost of materials and services consumed 16,619.60 11,768.86
Purchases of stock-in-trade 945.42 807.62
Changes in inventories of finished goods, stock-in-trade and work-in-progress 48.24 (529.10)
17,613.26 12,047.38
Employee benefits expense 2.3 2,616.76 2,159.43
Finance costs 2.4 1,869.05 1,900.64
Depreciation and amortisation expense 2.5 865.96 835.62
Other expenses 2.6 3,241.89 2,784.85
Total Expenses 26,206.92 19,727.92
Profit / (Loss) before Share of profit / (loss) of associates and joint ventures, exceptional items and tax 117.04 (142.66)
Share of profit / (Loss) of associates and joint ventures (net) 7.52 (0.50)
Profit / (Loss) before exceptional items and tax 124.56 (143.16)
Exceptional items 2.7 (324.15) 76.08
Loss before tax (199.59) (67.08)
Tax expense:
Current tax - charge 102.65 63.09
Deferred tax - credit (16.79) (60.57)
85.86 2.52
Loss for the year (285.45) (69.60)
Other Comprehensive (Loss) / Income
A (i) Items that will not be reclassified to Profit or Loss
- Remeasurement of defined benefit plans (39.57) 8.34
- Share of other comprehensive income in associates and joint ventures 0.06 0.09
(ii) Income tax relating to items that will not be reclassified to Profit or Loss 13.75 (2.86)
B (i) Items that will be reclassified to Profit or Loss
- Exchange differences in translating the financial statements of foreign operations 4.71 (7.57)
- Effective portion of gain and loss on designated portion of hedging instruments in a cash flow 34.99 3.81
hedge
- Gain / (Loss) on fair valuation of loans relating to financing activities (278.36) 408.18
- Change in allowances for expected credit loss relating to financing activities - -
- Share of other comprehensive income in associates and joint ventures (10.75) (3.16)
(ii) Income tax relating to items that will be reclassified to Profit or Loss 57.83 (104.07)
Total Other Comprehensive (Loss) / Income (217.34) 302.76
Total Comprehensive (Loss) / Income for the year (502.79) 233.16
(Loss) / Profit for the year attributable to
Owners of the Company (358.61) (165.23)
Non-controlling interests 73.16 95.63
Other Comprehensive (Loss) / Income for the year attributable to
Owners of the Company (152.96) 207.75
Non-controlling interests (64.38) 95.01
Total Comprehensive (Loss) / Income for the year attributable to
Owners of the Company (511.57) 42.52
Non-controlling interests 8.78 190.64
Loss per equity share (Face value ` 1 each) 3.4
- Basic (in `) (1.22) (0.56)
- Diluted (in `) (1.22) (0.56)
The above Consolidated Statement of Profit and Loss should be read in conjunction with the accompanying notes.
This is the Consolidated Statement of Profit and Loss referred to in our report of even date. For and on behalf of the Board of Directors
DIN: 01746102

May 19, 2022 May 19, 2022
Chennai Chennai

Consolidated Statement of Cash flows for the
year ended March 31, 2022
March 31, 2022 March 31, 2021
` Crores ` Crores
Cash flow from operating activities
Loss for the year (285.45) (69.60)
Adjustments for :
Income tax expense 85.86 2.52
Share of (profit) / loss of associates and joint ventures (net) (7.52) 0.50
Depreciation and amortisation expense 816.00 788.23
Depreciation of right-of-use asset 49.96 47.39
Share based payment costs 0.64 22.41
Impairment in value of goodwill and net assets of subsidiaries 236.91 -
Provision relating to EMAAS business classified as asset held for sale 26.84 -
Loss in relation to transfer of EV business 3.02 -
Reversal of Provision for Obligation (81.00) -
Obligation relating to discontinued products of LCV division (net of reversal) 3.67 (78.76)
Reversal of provision relating to sale of long term investments (1.17) -
Impairment loss allowance / write off on trade receivable / other receivables / loans (net) (12.96) (10.93)
Net (gain) / loss arising on financial asset mandatorily measured at FVTPL (1.14) 4.61
Foreign exchange gain (4.40) (30.85)
Exchange loss on swap contracts 17.10 23.94
Profit on sale of Property, plant and equipment (PPE) and intangible assets - net (0.93) (4.35)
Profit on sale of immovable property - (6.92)
Profit on sale of investments - net (13.31) (6.91)
Loss on fair valuation of Investment 107.13 -
Gain on disposal of interest in a former Joint Venture - (76.39)
Gain on preclosure of leases (0.14) (0.10)
Finance costs 334.94 335.13
Interest income (27.73) (95.47)
Operating profit before working capital changes 1,246.32 844.45
Adjustments for changes in :
Trade receivables (254.12) (1,554.28)
Inventories (47.53) (959.46)
Non-current and current financial assets 56.88 (1,274.03)
Other non-current and current assets (203.94) (71.77)
Payment to escrow account (9.59) (0.75)
Contract Assets (2.12) 2.00
Related party advances / receivables (net) (6.11) (0.12)
Non-current and current financial liabilities 46.78 (23.25)
Other current liabilities 96.82 115.73
Non-current and current contract liabilities 4.84 (160.14)
Other non-current and current provisions 56.71 (82.02)
Cash generated from / (used in) operations 2,900.78 (1,102.10)
Income tax paid (net of refund) (56.22) 36.97
Net cash from / (used in) operating activities [A] 2,844.56 (1,065.13)

Consolidated Statement of Cash flows for the
year ended March 31, 2022
March 31, 2022 March 31, 2021
` Crores ` Crores
Cash flow from investing activities
Purchase of PPE and intangible assets (508.72) (751.67)
Proceeds on sale of PPE and intangible assets 9.49 25.69
Proceeds on surrender of Leasehold land 97.61 -
Purchase of controlling stake in a subsidiary - (70.20)
Proceeds from sale of non-current investments 0.07 -
Purchase of non-current investments (2.50) (18.67)
(Purchase of) / Proceeds from sale of current investments (net) (1,283.82) 6.91
Proceeds from sale of non-current investments relating to financing activities 627.07 364.92
Purchase of non-current investments relating to financing activities (876.33) (489.00)
Proceeds from sale of current investments relating to financing activities 170.29 146.40
Purchase of current investments relating to financing activities (281.35) (207.68)
Proceeds from bank deposits 752.61 3.63
Investment in bank deposits (663.71) (604.56)
Redemption of escrow account 2.82 -
Inter Corporate Deposits given - (300.00)
Inter Corporate Deposits repaid - 800.00
Interest received 39.80 103.13
Net cash used in investing activities [B] (1,916.67) (991.10)
Cash flow from financing activities
Issues of shares to Non-controlling interest shareholders 137.77 2.81
Purchase of stake in a subsidiary - (90.48)
Proceeds from non-current borrowings 9,006.81 9,508.25
Repayments of non-current borrowings (8,173.75) (7,576.35)
Proceeds from current borrowings 5,249.79 6,490.87
Repayments of current borrowings (6,066.60) (6,665.71)
Payment of lease liability (50.55) (40.89)
Interest paid (304.97) (297.83)
Dividend paid and tax thereon (176.13) -
Net cash (used in) / from financing activities [C] (377.63) 1,330.67
Net cash inflow / (outflow) [A+B+C] 550.26 (725.56)
Opening cash and cash equivalents 1,481.04 2,188.24
Add - Pursuant to business combination - 9.37
Exchange fluctuation on foreign currency bank balances (0.34) 8.99
Closing cash and cash equivalents (Refer Note 1.13 a) 2,030.96 1,481.04
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying
notes.
This is the Consolidated Statement of Cash Flows referred to in our report of even date. For and on behalf of the Board of Directors
DIN: 01746102

May 19, 2022 May 19, 2022
Chennai Chennai

A. Equity Share Capital ` Crores
186
Balance as at the Changes in equity share capital Balance as at the end of Changes in equity share capital Balance as at the end of March
beginning of April 1, 2020 during the year March 31, 2021 during the year 31, 2022
293.55 - 293.55 - 293.55
B. Other Equity ` Crores

Particulars Reserves and Surplus Items of Other comprehensive income
Capital Securities Capital Share Options General Statutory Retained Foreign Fair Cash Flow Attributable Non-

Reserve Premium Redemption Outstanding Reserve Reserve Earnings Currency Valuation Hedge to owners of controlling
Reserve Account Translation of Loans Reserve the Company Interests
Reserve Relating to
Financing
Activities
Balance as at the beginning of April 1, 2020 263.87 2,007.11 3.33 25.67 1,018.33 181.95 3,719.38 8.21 282.64 (15.23) 7,495.26 1,107.08
(Loss) / Profit for the year - - - - - - (165.23) - - - (165.23) 95.63
Other comprehensive income - - - - - - 5.83 (10.73) 210.17 2.48 207.75 95.01
Total Comprehensive Income for the year - - - - - - (159.40) (10.73) 210.17 2.48 42.52 190.64
Transactions with owners
On issue of equity shares - 2.81 - - - - - - - - 2.81 -
Recognition of share based payments - - - 18.71 - - - - - - 18.71 -
Issue of equity shares to Non-controlling interest (NCI) and - 2.37 - 0.19 - (16.46) 23.01 0.06 - - 9.17 (29.44)
change in interests between the owners and NCI
Transfer to/from retained earnings - - - - - 67.54 (67.54) - - - - -
Balance as at the end of March 31, 2021 263.87 2,012.29 3.33 44.57 1,018.33 233.03 3,515.45 (2.46) 492.81 (12.75) 7,568.47 1,268.28
for the year ended March 31, 2022
Consolidated Statement of Changes in Equity
` Crores
Particulars Reserves and Surplus Items of Other comprehensive income
Capital Securities Capital Share Option General Statutory Retained Foreign Fair Cash Flow Attributable Non-
Reserve Premium Redemption Outstanding Reserve Reserve Earnings Currency Valuation Hedge to owners of controlling
Reserve Account Translation of Loan Reserve the Company interests
Reserve Relating to
Financing
Activities
Balance as at the end of March 31, 2021 263.87 2,012.29 3.33 44.57 1,018.33 233.03 3,515.45 (2.46) 492.81 (12.75) 7,568.47 1,268.28
(Loss) / Profit for the year - - - - - - (358.61) - - - (358.61) 73.16
Other comprehensive (loss) / income - - - - - - (26.35) (6.04) (143.33) 22.76 (152.96) (64.38)
Total Comprehensive Income for the year - - - - - - (384.96) (6.04) (143.33) 22.76 (511.57) 8.78
Transaction with owners
Dividends including tax thereon - - - - - - (176.13) - - - (176.13) -
Recognition of share based payments - - - (0.24) - - - - - - (0.24) -
On issue of shares - 1.13 - - - - - - - - 1.13 -
Issue of equity shares to Non-controlling interest (NCI) and - (0.03) - (0.50) - (21.30) 150.77 (0.26) - - 128.68 9.21
change in interests between the owners and NCI
Transfer to / from ESOP - 0.13 (0.13) - - - - - - - -
Transfer to general reserves pursuant to lapse of ESOP - - - (2.22) 2.22 - - - - - - -
Transfer to / from retained earnings - - - - - 68.18 (68.18) - - - - -
Balance as at the end of March 31, 2022 263.87 2,013.52 3.33 41.48 1,020.55 279.91 3,036.95 (8.76) 349.48 10.01 7,010.34 1,286.27
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
This is the Consolidated Statement of Changes in Equity referred to in our report of even date. For and on behalf of the Board of Directors
Firm Registration Number - 304026E/E-300009 Whole-time Director and Chief Executive Chairman
Chartered Accountants Financial Officer DIN: 00133410
DIN: 01746102

for the year ended March 31, 2022

May 19, 2022 May 19, 2022
Chennai Chennai
Consolidated Statement of Changes in Equity

Consolidated Financial Statements
1A. General information
Background:
Ashok Leyland Limited (“the Parent Company”) (CIN: L34101TN1948PLC000105) is a public limited company incorporated and domiciled in
India and governed by the Companies Act, 2013 (“Act”). The Parent Company’s registered office is situated at 1, Sardar Patel Road, Guindy,
Chennai, Tamil Nadu, India. The Parent Company has fourteen subsidiaries, two joint ventures and three associates. The main activities
of the Parent Company along with its subsidiaries, joint ventures and associates relate to manufacture, sale, vehicle and housing finance,
IT services and services related to a wide range of commercial vehicles. Also Refer Note 3.14. The Parent Company also manufactures
engines for industrial and marine applications, forgings and castings. The Parent Company together with its subsidiaries is hereinafter
referred to as the “Group”.
1B. Significant Accounting Policies
1B.1 Basis of Preparation and Presentation
The Consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act,
The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are
measured at fair values at the end of each reporting period, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value
of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and / or disclosure
purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are
within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 116, and measurements that have some similarities
to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:
• L evel 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly
or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle and other criteria set out
in the Schedule III to the Act. Based on the nature of products and the time between the acquisition of assets for processing and their
realisation in cash and cash equivalents, the Group has determined its operating cycle as twelve months for the purpose of current – non-
current classification of assets and liabilities.
The consolidated financial statements are presented in Indian Rupees (`) and all values are rounded to the nearest crores, except where
otherwise indicated.
The consolidated financial statements were approved for issue by the Board of Directors on May 19, 2022.
Recent accounting pronouncements:
The Ministry of Corporate Affairs has vide notification dated 23 March 2022 notified Companies (Indian Accounting Standards) Amendment
Rules, 2022 which amends certain accounting standards, and are effective 1 April 2022. These amendments are not expected to have a material
impact on the Group in the current or future reporting periods and on foreseeable future transactions.
Schedule III Amendment applicable from April 1, 2021: On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification,
amended Schedule III of the Companies Act, 2013. The Group has prepared the financial statements in accordance with the said schedule.
The significant accounting policies are detailed below.
1B.2 Basis of consolidation
The consolidated financial statements of the Group incorporate the financial statements of the Parent Company and its subsidiaries. The
Parent Company has control over the subsidiaries as it is exposed, or has rights, to variable returns from its involvement with the investee;
and has the ability to affect its returns through its power over the subsidiaries.

When the Parent Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting
rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Parent Company considers
all relevant facts and circumstances in assessing whether or not the Parent Company’s voting rights in an investee are sufficient to give it
power, including rights arising from other contractual arrangements.
Consolidation of a subsidiary begins when the Parent Company obtains control over the subsidiary and ceases when the Parent Company
loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated statement of profit or loss and other comprehensive income from the date the Parent Company gains control until the date
when the Parent Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent Company and to the non-
controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Parent Company and to the non-
controlling interests even if this results in the non-controlling interests having a deficit balance.
Adjustments are made to the financial statements of subsidiaries, as and when necessary, to bring their accounting policies into line with
the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are
eliminated in full on consolidation.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted
for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes
in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and
the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Parent Company.
1B.3 Business combinations
A common control business combination, involving entities or businesses in which all the combining entities or businesses are ultimately
controlled by the same party or parties both before and after the business combination and where the control is not transitory, is accounted
for using the pooling of interest method in accordance with Ind AS 103 ‘Business Combinations’.
Other business combinations, involving entities or businesses are accounted for using acquisition method. Consideration transferred in such
business combinations is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by
the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange
of control of the acquiree.
Goodwill is recognised and is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree, over the net fair value of assets
and liabilities acquired.
1B.4 Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated
impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating
units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or when there is an indication that the unit
may be impaired. The recoverable amount of cash-generating unit is determined for each legal entity and LCV division of Parent Company
based on a value in use calculation which uses cash flow projections and appropriate discount rate is applied. The discount rate takes into
account the expected rate of return to shareholders, the risk of achieving the business projections, risks specific to the investments and
other factors. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit, pro rata based on the carrying
amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised
for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss
on disposal.
1B.5 Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or joint control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the
joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about
the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the
equity method of accounting. Under the equity method, an investment in an associate or a joint venture is initially recognised in the
consolidated balance sheet at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive
income of the associate or joint venture. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest
in that associate or joint venture, the Group discontinues recognising its share of further losses. Additional losses are recognised only to the
extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of
the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying
amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the
investment, after reassessment, is recognised directly in equity as capital reserve in the period in which the investment is acquired.
When there is any objective evidence of impairment, the entire carrying amount of the investment (including goodwill) is tested for
impairment in accordance with Ind AS 36 ‘Impairment of Assets’ as a single asset by comparing its recoverable amount (higher of value in
use and fair value less costs of disposal) with its carrying amount, any impairment loss recognised forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognised in accordance with Ind AS 36 to the extent that the recoverable amount of
the investment subsequently increases.
The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture, or
when the investment is classified as held for sale. When the investment becomes a subsidiary, the Group accounts for its investment in
accordance with Ind AS 103 ‘Business Combination’. When the Group retains an interest in the former associate or joint venture and the
retained interest is a financial asset, the Group measures it at fair value at that date and the fair value is regarded as its fair value on initial
recognition in accordance with Ind AS 109. The difference between the carrying amount of the associate or joint venture at the date the
equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest is included
in the determination of the gain or loss on disposal of the associate or joint venture.
1B.6 Revenue recognition
Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be
recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or
services to a customer.
Ind AS 115 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each
step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a
contract and the costs directly related to fulfilling a contract.
Revenue from contract with customer:
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount
that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally
concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them
to the customer.
Sale of Products:
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the customer, generally on
delivery of the product. The Group operates predominantly on cash and carry basis excepting sale to State Transport Undertaking (STU),
Government project customers based on tender terms and certain export customers which are on credit basis. Sale of engines and gensets
and ferrous castings are generally sold on credit basis to customers.
The Group provides retrospective rebates to certain customers based on achievement of targeted volumes and other measures. To estimate
the variable consideration for the expected future rebates, the Group applies the expected value method.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of
the transaction price needs to be allocated (e.g., warranties, freight & insurance etc.). In determining the transaction price for the sale of
product, the Group considers the effects of variable consideration, the existence of consideration payable to the customer, etc.
Sale of Service:
Revenue from services is recognised over a period of time as and when the services are rendered in accordance with the specific terms of
contract with customer. The receipt of consideration for warranty services, free services, AMC and freight and insurance is generally received
when consideration receivable from sale of products is received from customer. In certain cases, the AMC contracts are sold as a separate
product on cash basis or on credit as per the contract with customer. On the recognition of the receivable from customer, the Group
recognises a contract liability which is then recognised as revenue as once the services are rendered. Using the practical expedient in Ind
AS 115, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects,
at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays
for that good or service will be one year or less. For other cases, the revenue reflects the cash selling price that the customer would have
paid for the promised services when the services are transferred to customer. Thus there is no significant financing component.

Variable consideration:
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled
in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until
it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated
uncertainty with the variable consideration is subsequently resolved.
Incentives:
The Group provides retrospective volume rebates to certain customers once the quantity of products purchased during the period exceeds
a threshold specified in the contract. Rebates are offset against amounts payable by the customer. To estimate the variable consideration
for the expected future rebates, the Group applies the most likely amount method for contracts with a single-volume threshold and the
expected value method for contracts with more than one volume threshold. The selected method that best predicts the amount of variable
consideration is primarily driven by the number of volume thresholds contained in the contract. The Group then applies the requirements
on constraining estimates of variable consideration and recognises a refund liability for the expected future rebates.
Significant financing component:
The Group receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the Group does not adjust the
promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period
between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one
year or less. Thus there is no significant financing component.
Warranty obligations:
Refer Note 1B.18 on warranty obligations
Contract balances:
• Contract assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs
by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is
recognised for the earned consideration that is conditional.
• Trade receivables
Trade receivable is part of contract balances as per Ind AS 115.
• Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or
an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services
to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognised as revenue when the services are provided as set out in the contract.
• Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is
measured at the amount the Group ultimately expects it will have to return to the customer. The Group updates its estimates
of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period. Refer to above
accounting policy on variable consideration.
Interest / Finance Income relating to financing activities:
• EIR Method
Under Ind AS 109, interest income is recorded using the effective interest rate method for all financial instruments measured at
amortised cost and financial instrument measured at FVOCI. The EIR is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the
financial asset.
The EIR (and therefore, the amortised cost of the asset) is calculated by taking into account any discount or premium on acquisition,
fees and costs that are an integral part of the EIR. The Group recognises interest income using a rate of return that represents the
best estimate of a constant rate of return over the expected life of the financial instrument.
If expectations regarding the cash flows on the financial asset are revised for reasons other than credit risk, the adjustment is booked
as a positive or negative adjustment to the carrying amount of the asset in the balance sheet with an increase or reduction in interest
income. The adjustment is subsequently amortised through Interest income in the statement of profit and loss.

Interest Income
The Group calculates interest income by applying EIR to the gross carrying amount of financial assets other than credit impaired assets.
When a financial asset becomes credit impaired and is, therefore, regarded as ‘stage 3’, the Group calculates interest income on the net
basis. If the financial asset cures and is no longer credit impaired, the Group reverts to calculating interest income on a gross basis.
Other Operating Revenues:
Other operating revenues comprise of income from ancillary activities incidental to the operations of the Group and is recognised when the
right to receive the income is established as per the terms of the contract.
Dividend, Interest Income and Other Income:
Dividend income from investments is recognised when the Group’s right to receive payment has been established (provided that it is
probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable (provided
that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).
Fee on financial guarantee provided by the Parent Company is accrued as Other income.
1B.7 Foreign currency transactions
In preparing the consolidated financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies)
are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items
denominated in a foreign currency are restated at the rates prevailing at that date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not restated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
• Exchange difference on translation of derivative instruments designated as cash flow hedge (see Note 1B.19 below for hedging
accounting policies).
• For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group’s entities whose functional
currency is other than ` are translated into Currency Units using exchange rates prevailing at the end of each reporting period. Income
and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised
in other comprehensive income and accumulated in equity as foreign currency translation reserve (and attributed to non-controlling
interests as appropriate).
1B.8 Borrowing costs
Borrowing costs (General Borrowing and Specific Borrowing) directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost
of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
1B.9 Government Grants
Government grants (including export incentives and incentives on specified goods manufactured in the eligible unit) are recognised only
when there is reasonable assurance that the Group will comply with the conditions attached to them and the grants will be received.
Government grants relating to income are recognised in profit or loss on a systematic basis over the periods in which the Group recognises
as expenses, the related costs for which the grants are intended to compensate. Grant relating to assets are netted off against the acquisition
cost of the asset.
The benefit of a government loan at a below market rate of interest is treated as a government grant, measured at the difference between
proceeds received and the fair value of the loan based on prevailing market rates.
1B.10 Employee benefits
Retirement benefit costs and termination benefits:
Payments to defined contribution plans i.e., Group’s contribution to superannuation fund, employee state insurance and other funds are
determined under the relevant schemes and / or statute and charged to the Statement of Profit and Loss in the period of incurrence when

For defined benefit plans i.e. Group’s liability towards gratuity (funded and unfunded), Group’s contribution to provident fund, other
retirement / termination benefits and compensated absences, the cost of providing benefits is determined using the projected unit credit
method with actuarial valuations being carried out at the end of each annual reporting period. In respect of provident fund, contributions
made to trusts administered by the Group, the interest rate payable to the members of the trust shall not be lower than the statutory rate
of interest declared by the Central Government under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and shortfall,
if any, shall be contributed by the Group and charged to the Statement of Profit and Loss.
Defined benefit costs are comprised of:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
• net interest expense or income; and
• re-measurement.
The Group presents the first two components of defined benefit costs in consolidated profit & loss in the line item ‘Employee benefits
expense’. Curtailment gains and losses are accounted for as past service costs.
Re-measurement of net defined benefit liability / asset pertaining to gratuity and remeasurement of net defined liability pertaining to
provident fund comprise of actuarial gains / losses (i.e. changes in the present value resulting from experience adjustments and effects
of changes in actuarial assumptions) and is reflected immediately in the consolidated balance sheet with a charge or credit recognised in
other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected
immediately in retained earnings and is not reclassified to profit or loss.
Liability for termination benefits like expenditure on Voluntary Retirement Scheme is recognised at the earlier of when the Group can no
longer withdraw the offer of termination benefit or when the Group recognises any related restructuring costs.
Short-term and other long-term employee benefits:
A liability is recognised for benefits accruing to employees in respect of salaries, wages, performance incentives, medical benefits and
other short term benefits in the period the related service is rendered, at the undiscounted amount of the benefits expected to be paid in
exchange for that service.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash
outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.
1B.11 Share-based payment arrangements
Equity-settled share-based payments to employees (primarily employee stock option plan) are measured by reference to the fair value of
the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of
each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding
adjustment to the share options outstanding account.
1B.12 Income Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are recognised in profit or
loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current
and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Current tax:
Current tax is determined on taxable profits for the year chargeable to tax in accordance with the applicable tax rates and the provisions
of the Income Tax Act, 1961 including other applicable tax laws that have been enacted. Foreign companies recognise tax assets / liabilities
in accordance with applicable local laws.
Deferred tax:
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for
all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination)
of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits (Minimum alternate tax credit entitlement)
to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can
be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or
the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Uncertainty over income tax treatments
If there is uncertainty over tax treatment of an item, Group will predict the resolution of the uncertainty. If it is probable that the taxation
authority will accept the tax treatment, there will be no impact on the amounts of taxable profits / losses, tax bases, unused tax losses /
credits and tax rates. If it is not probable that tax authority will accept the tax treatment, Group will show the effect of the uncertainty for
each uncertain tax treatment by using either the most likely outcome or the expected outcome of the uncertainty.
1B.13 Property, plant and equipment
Cost:
Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are stated in
the balance sheet at cost (net of duty / tax credit availed) less accumulated depreciation and accumulated impairment losses. Cost of all civil
works (including electrification and fittings) is capitalised with the exception of alterations and modifications of a capital nature to existing
structures where the cost of such alteration or modification is ` 100,000 and below.
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment
loss. Cost includes professional fees and other direct costs and, for qualifying assets, borrowing costs capitalised in accordance with the
Group’s accounting policy. Such properties are classified to the appropriate categories of property, plant and equipment when completed
and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready
for their intended use.
Fixtures, plant and equipment (including patterns and dies) where the cost exceeds ` 10,000 and the estimated useful life is two years or
more, is capitalised and stated at cost (net of duty / tax credit availed) less accumulated depreciation and accumulated impairment losses.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Group and the cost of the item can be measured realiably.
Depreciation / amortisation:
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under construction) less their
residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method
are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Estimated useful lives of the assets, based on technical assessment, which are different in certain cases from those prescribed in Schedule
II to the Act, are as follows:
Classes of Property, Plant and Equipment Useful life (years) Useful life (years)
As per Schedule II
Buildings 30 / 60 30 / 60
Non-factory service installations:
- In customer premises 12 10
Quality equipment, canteen assets, major Jigs and fixtures and hand tools 5 - 12 15
Other plant and machinery 15 - 20 15
Patterns and dies 5 15
Furniture and fittings 8 10
Aircraft 18 20
Vehicles:
- Trucks and buses 5 / 10 8
- Cars and motorcycles 3 8 / 10
Office equipment 8 5
Office equipment - Data processing system (including servers) 5 6
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of Property, Plant and Equipment and accordingly depreciation is computed based on the estimated useful lives of the
assets.
De-recognition:
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
1B.14 Intangible assets
Intangible assets acquired separately:
Intangible assets with finite useful lives that are acquired separately, where the cost exceeds ` 10,000 and the estimated useful life is
two years or more, is capitalised and carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is
recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the
end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Internally-generated intangible assets - research and development expenditure:
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from development (or from development phase of internal project) is recognised, if and only
if, all of the following have been demonstrated:
• technical feasibility of completing the intangible asset;
• intention to complete the intangible asset and intention / ability to use or sell it;
• how the intangible asset will generate probable future economic benefit;
• availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible assets;
and
• the ability to measure reliably the attributable expenditure during the development stage.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when
the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised,
development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.

De-recognition of intangible assets:
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses
arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount
of the asset, is recognised in profit or loss when the asset is derecognised.
Useful lives of intangible assets:
Estimated useful lives of the intangible assets, based on technical assessment, are as follows:
Classes of Intangible Assets Useful life (years)

Computer Software:
- Acquired 3 - 10
- Developed 5 / 10
Technical Knowhow:
- Acquired 5/6
- Developed 6 / 10
1B.15 Impairment losses
At the end of each reporting period, the Group determines whether there is any indication that its assets (tangible, intangible assets and
investments in equity instruments in joint ventures and associates carried at cost) have suffered an impairment loss with reference to their
carrying amounts. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised,
if the carrying amount exceeds the recoverable amount. Recoverable amount is higher of the fair value less costs of disposal and value
in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash
flows have not been adjusted.
Intangible assets under development are tested for impairment annually at each balance sheet date.
When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount carried had no impairment
loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in
profit or loss.
1B.16 Leases
The Indian Accounting Standard on leases (Ind AS 116) requires entity to determine whether a contract is or contains a lease at the inception
of the contract.
Ind AS 116 requires lessee to recognise a liability to make lease payments and an asset representing the right-of- use asset during the lease
term for all leases except for short term leases and leases of low-value assets, if they choose to apply such exemptions.
Payments associated with short-term leases and low value assets are recognized as expenses in profit or loss. Short-term leases are leases
with a lease term of 12 months or less. Low value assets comprise of office equipments and small items of plant and equipment and office
furniture.
At the commencement date, Group recognise a right-of-use asset measured at cost and a lease liability measured at the present value of
the lease payments that are not paid at that date. The lease payments shall be discounted using the interest rate implicit in the lease, if
that rate can be readily determined. If that rate cannot be readily determined, the lessee shall use the lessee’s incremental borrowing rate.
The cost of the right-of-use asset comprise of, the amount of the initial measurement of the lease liability, any lease payments made at or
before the commencement date, less any lease incentives received.
At the commencement date, the lease payments included in the measurement of the lease liability comprise (a) fixed payments less any
lease incentives receivable; (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as
at the commencement date (c) amounts expected to be payable by the lessee under residual value guarantees;(d) the exercise price of a
purchase option if the lessee is reasonably certain to exercise that option and (e) payments of penalties for terminating the lease, if the
lease term reflects the lessee exercising an option to terminate the lease.
Depreciation on Right to use asset recognised in statement of profit and Loss on a straight line basis over the period of lease and the Group
separately recognises interest on lease liability as a component of finance cost in statement of profit and Loss.

1B.17 Inventories
Inventories are stated at lower of cost and net realisable value.
Cost of raw materials and components, stores, spares, consumable tools and traded goods (stock in trade) comprises cost of purchases
and includes taxes and duties and is net of eligible credits under CENVAT / VAT / GST schemes. Cost of work-in-progress, work-made
components and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overheads,
which is allocated on a systematic basis. Cost of inventories also includes all other related costs incurred in bringing the inventories to their
present location and condition.
Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make
the sale.
Cost of inventories are determined as follows:
• Raw materials and components, stores, spares, consumable tools, traded goods: on moving weighted average basis; and
• Work-in-progress, works-made components and finished goods: on moving weighted average basis plus appropriate share of overheads.
Cost of surplus / obsolete / slow moving inventories are adequately provided for.
1B.18 Provisions and Contingent liabilities
Provisions:
Provisions are recognised when the Group has a present obligation (legal, contractual or constructive) as a result of a past event, it is
probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time
value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable
is recognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured
reliably.
Warranties:
Provisions for expected cost of warranty obligations under legislation governing sale of goods are recognised on the date of sale of the
relevant products at the Management’s best estimate of the expenditure required to settle the obligation which takes into account the
empirical data on the nature, frequency and average cost of warranty claims and regarding possible future incidences.
Contingent liabilities:
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an
outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision
or disclosure is made.
1B.19 Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in profit or loss.
Financial assets:
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in
the marketplace.

Classification of financial assets
The financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets
(except for financial assets carried at fair value through profit or loss) are added to the fair value of the financial assets on initial recognition.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Subsequent measurement:
(i) Financial assets (other than investments and derivative instruments) are subsequently measured at amortised cost using the effective
interest method.
Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through
the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• t he contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and
interest on the principal amount outstanding.
Income on such debt instruments is recognised in profit or loss and is included in the “Other Income”.
The Group has not designated any debt instruments as fair value through other comprehensive income except in case of debt
instruments relating to financing activities.
(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of joint ventures and associates) are
subsequently measured at fair value.
Such financial assets are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement
recognised in profit or loss and included in the “Other Income”.
Investments in equity instruments of joint ventures and associates
The Group measures its investments in equity instruments of joint ventures and associates at cost in accordance with Ind AS 27 and Ind AS
110.
Financial assets relating to financing activities:
Business model assessment
The Group determines its business model at the level that best reflects how it manages groups of financial assets to achieve its business
objective.
The Group’s business model is not assessed on an instrument-by-instrument basis, but at a higher level of aggregated portfolios and is based
on observable factors such as:
a) How the performance of the business model and the financial assets held within that business model are evaluated and reported to
the Group’s key management personnel.
b) The risks that affect the performance of the business model (and the financial assets held within that business model) and, in
particular, the way those risks are managed.
c) How managers of the business are compensated for example, whether the compensation is based on the fair value of the assets
managed.
d) The expected frequency, value and timing of sales are also important aspects of the Group’s assessment.
Solely Payments of Principal and Interest (SPPI) test
As a second step of its classification process, the Group assesses the contractual terms of financial asset to identify whether they meet SPPI
test.
‘Principal’ for the purpose of this test is defined as the fair value of the financial asset at initial recognition and may change over the life
of financial asset (for example, if there are repayments of principal or amortisation of the premium / discount).

The most significant elements of interest within a lending arrangement are typically the consideration for the time value of money and credit
risk. To make the SPPI assessment, the Group applies judgement and considers relevant factors such as the period for which the interest
rate is set.
In contrast, contractual terms that introduce a more than de minimis exposure to risks or volatility in the contractual cash flows that are
unrelated to a basic lending arrangement do not give rise to contractual cash flows that are solely payments of principal and interest on
the amount outstanding. In such cases, the financial asset is required to be measured at FVTPL.
Accordingly, financial assets are measured as follows:
a) Financial assets carried at amortised cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to
collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
b) Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding. Since, the loans and advances are held to sale and
collect contractual cash flows, they are measured at FVTOCI.
c) Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories are measured at FVTPL.
d) Other equity investments
All other equity investments are measured at fair value, with value changes recognised in Other Comprehensive Income.
Impairment of financial asset relating to financing activities:
a) Overview of Expected Credit Loss(ECL) principles
In accordance with Ind AS 109, the Group uses ECL model, for evaluating impairment of financial assets other than those measured at fair
value through profit and loss (FVTPL).
Expected credit losses are measured through a loss allowance at an amount equal to:
i) The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that
are possible within 12 months after the reporting date); or
ii) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial
instrument)
Both Life Time Expected Credit Loss’(LTECL) and 12 months ECLs are calculated on collective basis.
Based on the above, the Group categorises its loans into Stage 1, Stage 2 and Stage 3, as described below:
Stage 1:
When loans are first recognised, the Group recognises an allowance based on 12 months ECL. Stage 1 loans includes those loans where there
is no significant credit risk observed and also includes facilities where the credit risk has been improved and the loan has been reclassified
from stage 2 or stage 3.
Stage 2:
When a loan has shown a significant increase in credit risk since origination the Group records an allowance for the life time ECL. Stage 2
loans also includes facilities where the credit risk has improved and the loan has been reclassified from stage 3.
Stage 3:
Loans considered credit impaired are the loans which are past due for more than 90 days. The Group records an allowance for life time ECL.
Loan commitments:
When estimating LTECLs for undrawn loan commitments, the Group estimates the expected portion of the loan commitment that will be
drawn down over its expected life. The ECL is then based on the present value of the expected shortfalls in cash flows if the loan is drawn
down.

b) Calculation of ECLs
The mechanics of ECL calculations are outlined below and the key elements are, as follows:
PD:
Probability of Default (“PD”) is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain
time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio.
EAD:
Exposure at Default (“EAD”) is an estimate of the exposure at a future default date, taking into account expected changes in the exposure
after the reporting date, including repayments of principal and interest.
LGD:
Loss Given Default (“LGD”) is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference
between the contractual cash flows due and those that the lender would expect to receive, including from the realisation of any collateral.
It is usually expressed as a percentage of the EAD.
The Group has calculated PD, EAD and LGD to determine impairment loss on the portfolio of loans and discounted at an approximation to
the Effective Interest Rate (EIR). At every reporting date, the above calculated PDs, EAD and LGDs are reviewed and changes in the forward
looking estimates are analysed.
The mechanics of the ECL method are summarised below:
Stage 1:
The 12 months ECL is calculated as the portion of LTECLs that represent the ECLs that result from default events on a financial instrument
that are possible within the 12 months after the reporting date. The Group calculates the 12 months ECL allowance based on the expectation
of a default occurring in the 12 months following the reporting date. These expected 12-months default probabilities are applied to a
forecast EAD and multiplied by the expected LGD and discounted by an approximation to the original EIR.
Stage 2:
When a loan has shown a significant increase in credit risk since origination, the Group records an allowance for the LTECLs. The mechanics
are similar to those explained above, but PDs and LGDs are estimated over the lifetime of the instrument. The expected cash shortfalls are
discounted by an approximation to the original EIR.
Stage 3:
For loans considered credit-impaired, the Group recognises the lifetime expected credit losses for these loans. The method is similar to that
for Stage 2 assets, with the PD set at 100%.
c) Loans and advances measured at FVOCI
The ECLs for loans and advances measured at FVOCI do not reduce the carrying amount of these financial assets in the balance sheet,
which remains at fair value. Instead, an amount equal to the allowance that would arise if the assets were measured at amortised
cost is recognised in OCI as an accumulated impairment amount, with a corresponding charge to profit or loss. The accumulated loss
recognised in OCI is recycled to the profit and loss upon de-recognition of the assets.
d) Forward looking information
In its ECL models, the Group relies on a broad range of forward looking macro parameters and estimated the impact on the default
at a given point of time.
i) Gross fixed investment (% of GDP)
ii) Oil price
iii) Interest rates
Write-offs
Financial assets are written off when the Group has stopped pursuing the recovery. If the amount to be written off is greater than the
accumulated loss allowance, the difference is first treated as an addition to the allowance that is then applied against the gross carrying
amount. Any subsequent recoveries are credited to impairment on financial instruments in the statement of profit and loss.

De-recognition of financial assets:
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor
retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained
interest in the asset and an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the
difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in the Consolidated
Statement of profit and loss.
De-recognition of financial assets relating to financing activities:
• De-recognition of financial assets due to substantial modification of terms and condition
The Group derecognises a financial asset, such as a loan to a customer, when the terms and conditions have been renegotiated to the
extent that, substantially, it becomes a new loan, with the difference recognised as a de-recognition gain or loss, to the extent that an
impairment loss has not already been recorded. The newly recognised loans are classified as Stage 1 for ECL measurement purposes.
• De-recognition of financial assets other than due to substantial modification
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when
the contractual rights to the cash flows from the financial asset expires or it transfers the rights to receive the contractual cash flows
in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the
Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial
asset.
On de-recognition of a financial asset in its entirety, the difference between the carrying amount (measured at the date of de-recognition)
and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the statement of profit
and loss.
Accordingly, gain on sale or de-recognition of assigned portfolio are recorded upfront in the statement of profit and loss as per Ind AS 109.
Also, the Group recognises servicing income as a percentage of interest spread over tenure of loan in cases where it retains the obligation
to service the transferred financial asset.
Financial liabilities and equity instruments:
Classification as debt or equity
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance
of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Group’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or
loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.
All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the effective interest rate
method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Interest expense that is not capitalised as part of cost of an asset is included in the “Finance Costs”.
Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs
because a specified debtor fails to make payments when due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by the Group are initially measured at their fair values and are subsequently measured (if not designated
as at FVTPL) at the higher of:
• the amount of loss allowance determined in accordance with impairment requirements of Ind AS 109; and
• the amount initially recognised less, when appropriate, the cumulative amount of income recognised.
De-recognition of financial liabilities:
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. An
exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability
(whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability
and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in profit or loss.
Derivative financial instruments:
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks,
including foreign exchange forward contracts and cross currency interest rate swaps. Further details of derivative financial instruments are
disclosed in Note 3.6.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to
their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative
is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of
the hedging relationship and the nature of the hedged item.
Embedded derivatives
Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of Ind AS 109 are treated as separate
derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured
at FVTPL.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment
of principal and interest. Derivatives embedded in all other host contract are separated only if the economic characteristics and risks of the
embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through
profit or loss.
As of the transition date, the Group has assessed whether an embedded derivative is required to be separated from the host contract and
accounted for as a derivative on the basis of the conditions that existed on the later of the date of it first becoming a party to the contract
and the date when there has been change in the terms of the contract that significantly modifies the cash flows that otherwise would be
required under the contract.
Hedge accounting:
The Group designates certain derivatives as hedging instruments in respect of foreign currency risk, as either fair value hedges or cash flow
hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item,
along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values
or cash flows of the hedged item attributable to the hedged risk.
Note 3.6 sets out details of the fair values of the derivative instruments used for hedging purposes.
Fair value hedges
Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately,
together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair
value of the designated portion of hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in
profit or loss in the line item relating to the hedged item.
for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to
profit or loss from that date.

Cash flow hedges
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion
is recognised immediately in profit or loss, and is included in the “Other Income” line item.
Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective portion as described above
are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains and
losses are transferred from equity (but not as a reclassification adjustment) and are included in the initial measurement of the cost of the
non-financial asset or non-financial liability.
for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity
and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected
to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.
1B.20 Segment reporting
The Group’s operating segment is identified as business segment based on nature of products, risks, returns and the internal business
reporting system as per Ind AS 108. The Group is engaged in the business of manufacturing of Commercial Vehicles and rendering Financial
Services mainly relating to vehicle and housing financing.
1B.21 Asset held for sale
Non-current assets or disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its
present condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less
costs to sell and disclosed separately in balance sheet. Liabilities associated with assets classified as held for sale are estimated and disclosed
separately in the balance sheet.
1B.22 Exceptional Items
The Group considers factors including materiality, the nature and function of the items of income and expense in determining exceptional
item and discloses the same in Note 2.7 to the financial statements.
1C. Critical accounting judgments and key sources of estimation uncertainty:
The preparation of consolidated financial statements in conformity with Ind AS requires the Group’s Management to make judgments,
estimates and assumptions about the carrying amounts of assets and liabilities recognised in the consolidated financial statements that are
not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and
other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective
basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimations that have been made by the Management in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements and/or key
sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year.
Impairment of goodwill
The carrying amount of goodwill significant to the Group are stated in Note 3.14. The recoverable amounts have been determined based
on value in use calculations which uses cash flow projections covering generally a period of five years (which are based on key assumptions
such as margins, expected growth rates based on past experience and Management’s expectations / extrapolation of normal increase /
steady terminal growth rate which approximates the long term industry growth rates) and appropriate discount rates that reflects current
market assessments of time value of money and risks specific to these investments. The Management believes that any reasonable possible
change in key assumptions on which recoverable amount is based is not expected to cause the aggregate carrying amount to exceed the
aggregate recoverable amount of the cash generating unit. During the year, based on the impairment assessment carried out by the Group,
the Management has determined that one of the subsidiaries require an impairment.
Impairment of financial asset relating to financing activities
The measurement of impairment losses across all categories of financial assets requires judgement, in particular, the estimation of the
amount and timing of future cash flows and collateral values when determining impairment losses and the assessment of a significant
increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different levels of allowances.

The Group’s expected credit loss (“ECL”) calculations are outputs of complex models with a number of underlying assumptions regarding the
choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting judgements and estimates
include:
a) The Group’s criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets should
be measured on a life time expected credit loss (“LTECL”) basis.
b) Development of ECL models, including the various formulas and the choice of inputs.
c) Determination of associations between macroeconomic scenarios and economic inputs, such as gross domestic products, lending
interest rates and collateral values, and the effect on probability of default (“PD”), exposure at default (“EAD”) and loss given default
(“LGD”).
d) Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into ECL models.
Inventories
An inventory provision is recognised for cases where the realisable value is estimated to be lower than the inventory carrying value. The
inventory provision is estimated taking into account various factors, including prevailing sales prices of inventory item, changes in the related
laws / emission norms and losses associated with obsolete / slow-moving / redundant inventory items. The Group has, based on these
assessments, made adequate provision in the books.
Taxation
Determining of income tax liabilities using tax rates and tax laws that have been enacted or substantially enacted requires the Management
to estimate the level of tax that will be payable based upon the Group’s / expert’s interpretation of applicable tax laws, relevant judicial
pronouncements and an estimation of the likely outcome of any open tax assessments including litigations or closures thereof.
Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the
deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilized.
Provision for product warranty
The Group’s product warranty obligations and estimations thereof are determined using historical information on the type of product,
nature, frequency and average cost of warranty claims and the estimates regarding possible future incidences of product failures. Changes
in estimated frequency and amount of future warranty claims, which are inherently uncertain, can materially affect warranty expense.
Fair value measurements and valuation processes
Some of the Group’s assets and liabilities are measured at fair value for financial reporting purposes. The Management determines the
appropriate valuation techniques and inputs for the fair value measurements.
In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level 1
inputs are not available, the Group engages third party qualified valuers to perform the valuations. The Management works closely with the
qualified external valuers to establish the appropriate valuation techniques and inputs to the model.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in
Note 3.6.
Business model assessment relating to financing activities
Classification and measurement of financial assets depends on the results of business model and the solely payments of principal and
interest (“SPPI”) test. The Group determines the business model at a level that reflects how groups of financial assets are managed
together to achieve a particular business objective. This assessment includes judgement reflecting all relevant evidence including how the
performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these
are managed and how the managers of the assets are compensated. The Group monitors financial assets measured at amortised cost or
fair value through other comprehensive income that are derecognised prior to their maturity to understand the reason for their disposal
and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the Group’s
continuous assessment of whether the business model for which the remaining financial assets are held continues to be appropriate and if
it is not appropriate whether there has been a change in business model and so a prospective change to the classification of those assets.

CARRYING
AMOUNT
Property, Plant and Equipment Reclassified Reclassified
Charge
(PPE) as assets Disposals / Disposals / as assets
during
01.04.2021 Additions Adjustments* held for Sale Adjustments 31.03.2022 01.04.2021 Adjustments* Adjustments held for Sale 31.03.2022 31.03.2022
the
(Refer Note (Refer Note
year
1.17A) 1.17A)
Freehold land 793.58 0.64 - - (15.15) 779.07 - - - - - - 779.07
Buildings 1,938.70 33.71 4.44 (0.98) (14.24) 1,961.63 399.57 81.88 1.02 (14.20) (0.09) 468.18 1,493.45
Buildings given on lease 13.24 - - - - 13.24 1.50 0.29 - - - 1.79 11.45
Plant and equipment 5,470.30 302.33 0.13 (0.41) (54.55) 5,717.80 2,439.95 467.93 0.41 (53.74) (0.03) 2,854.52 2,863.28
Plant and equipment given on lease 0.04 - - - - 0.04 0.02 # - - - 0.02 0.02
Furniture and fittings 119.77 2.51 (0.90) (0.12) (4.01) 117.25 80.88 9.62 (0.13) (3.89) (0.03) 86.45 30.80
Furniture and fittings given on lease 0.25 - - - - 0.25 0.25 - - - - 0.25 -
Vehicles including electric vehicles 197.90 38.66 (2.51) (84.93) (9.54) 139.58 88.30 23.26 (0.26) (6.21) (17.78) 87.31 52.27
Aircraft given on lease 77.99 - - - - 77.99 44.43 9.74 - - - 54.17 23.82
Office Equipment 227.43 17.68 0.64 (0.06) (4.72) 240.97 154.38 28.57 (0.12) (4.54) (0.01) 178.28 62.69
Electrical and other installations on 1.47 - - - - 1.47 1.13 0.04 - - - 1.17 0.30
lease hold premises
TOTAL 8,840.67 395.53 1.80 (86.50) (102.21) 9,049.29 3,210.41 621.33 0.92 (82.58) (17.94) 3,732.14 5,317.15
Description 01.04.2021 Additions / Capitalised during the year** Reclassified as assets 31.03.2022
Adjustments held for sale
(Refer Note 1.17A)
Capital work-in-progress (CWIP) 233.27 250.40 (343.48) (0.81) 139.38
* Adjustments include currency movements relating to foreign operations.
** Amount of ` 52.05 crores directly capitalised in Property, plant and equipment.
1 year 3 years
of the above there are no projects where the cost has exceeded the budget. Projects whose completion is delayed is as follows:
Particulars To be Completed In
1 year 3 years
Projects relating to certain facilities / infrastructure development 10.54 - - - 10.54
# amount is below rounding off norms adopted by the Group.

1.1 PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK-IN-PROGRESS (Contd.)
206
Title deeds of Freehold land not held in the name of the Group
` Crores
SL Property Description Asset Class Address Total Gross / Net Reason for not in the name of the Parent Property in the name of
No Acres carrying value Company
(Approx) (Refer Sub-Note
6 below)

1 Ennore, Tamil Nadu Freehold Kathivakkam High 35.22 81.00 This land was acquired from Hinduja Foundries Hinduja Foundries Limited
Land Road, Ennore, Limited by the Parent Company by virtue of (merged with Ashok Leyland
Chennai 600 057 the amalgamation order passed by the National Limited)
Company Law Tribunal, Chennai. The name
change in the records of registrar has to be
effected.
2 Uppal, Telangana Freehold Industrial 15.36 123.00 This land was acquired from Hinduja Foundries Hinduja Foundries Limited
Land Development Area, Limited by the Parent Company by virtue of (merged with Ashok Leyland
Uppal, Ranga Reddy the amalgamation order passed by the National Limited)
District, Telangana Company Law Tribunal, Chennai. The name
change in the records of registrar has to be
effected.
3 Mallavalli, Andhra Freehold Plot no. 2 & 3 of 75.00 13.02 The Agreement for Sale has been registered in the Agreement for sale registerd
Pradesh Land Model Industrial Park name of the Parent Company. The Conveyance in the name of the Parent
situated at Mallavalli Deed is to be executed by the Authority upon Company. Final Conveyance
Village, Bapulapadu fulfillment of the certain conditions by the deed is to be executed.
Mandal, Krishna Parent Company.
District
Notes:
1 Cost of Buildings pertaining to Parent Company as at March 31, 2022 includes:
2 For details of assets given as security against borrowings, Refer Note 3.13.
3 For amount of contractual commitments for the acquisition of PPE, Refer Note 3.12(a).
4 Title to Freehold Land relating to a subsidiary at Jainamore, Jharkhand (carrying value ` 0.08 crores) is yet to be conveyed to the subsidiary.
5 Expenses capitalised ` Nil - Refer Notes 2.3, 2.4 and 2.6 to the Consolidated Financial statements.
6 The gross carrying value and net carrying value of buildings located on freehold and leasehold land for which title is yet to be transferred in the name of the Parent Company
amounts to ` 217.76 crores and ` 191.20 crores respectively.
CARRYING
AMOUNT
Property, Plant and Equipment (PPE) 01.04.2020 Additions Acquisition Adjustments* Disposals / 31.03.2021 01.04.2020 Charge Adjustments* Disposals / Upto Upto
through Adjustments during Adjustments 31.03.2021 31.03.2021
business the year
combination
(Refer Note
3.19)
Freehold land 754.23 39.35 - - - 793.58 - - - - - 793.58
Buildings 1,767.93 178.19 - (4.13) (3.29) 1,938.70 316.77 85.37 (0.79) (1.78) 399.57 1,539.13
Buildings given on lease 13.23 0.01 - - - 13.24 1.21 0.29 - - 1.50 11.74
Plant and equipment 4,796.48 647.60 0.54 45.28 (19.60) 5,470.30 1,966.93 439.55 50.85 (17.38) 2,439.95 3,030.35
Plant and equipment given on lease 0.04 - - - - 0.04 0.02 # - - 0.02 0.02
Furniture and fittings 101.75 2.86 0.99 15.03 (0.86) 119.77 59.81 11.00 10.63 (0.56) 80.88 38.89
Furniture and fittings given on lease 0.25 - - - - 0.25 0.25 - - - 0.25 -
Vehicles including electric vehicles 175.75 37.94 - (0.10) (15.69) 197.90 78.56 22.54 (1.43) (11.37) 88.30 109.60
Aircraft given on lease 77.99 - - - - 77.99 34.68 9.75 - - 44.43 33.56
Office Equipment 200.88 16.99 0.65 9.53 (0.62) 227.43 116.48 31.15 7.26 (0.51) 154.38 73.05
Electrical and other installations on 1.46 0.01 - - - 1.47 1.07 0.06 - - 1.13 0.34
lease hold premises
TOTAL 7,889.99 922.95 2.18 65.61 (40.06) 8,840.67 2,575.78 599.71 66.52 (31.60) 3,210.41 5,630.26
Description 01.04.2020 Additions / Acquisition through business Capitalised during 31.03.2021

Adjustments combination (Refer Note 3.19) the year**
Capital work-in-progress (CWIP) 442.12 623.72 0.13 (832.70) 233.27
** Amount of ` 90.25 crores directly capitalised in Property, plant and equipment.
1 year 3 years

There are no projects where the cost has exceeded the budget and whose completion is delayed as these are ongoing projects.

1.1 PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK-IN-PROGRESS (Contd.)
208
Title deeds of Freehold land not held in the name of the Group
` Crores
SL Property Description Asset Class Address Total Gross / Net Reason for not in the name Property in the name of
No Acres carrying value of the Parent Company
(Approx) (Refer Sub-
Note 7 below)
1 Toopran, Telangana Freehold Automotive Park, 60.00 15.15 This land was acquired from Hinduja Foundries The Land was surrendered

Land Toopran, Kallakal (V), Limited by the Parent Company by virtue of and handed over to the
Toopran (Mandal) the amalgamation order passed by the National Authority by the Parent
Medak District, Company Law Tribunal, Chennai. The name change Company during the year
Telangana in the records of registrar has to be effected. ended March 31, 2022.
2 Ennore, Tamil Nadu Freehold Kathivakkam High 35.22 81.00 This land was acquired from Hinduja Foundries Hinduja Foundries Limited
Land Road, Ennore, Limited by the Parent Company by virtue of (merged with Ashok Leyland
Chennai 600 057 the amalgamation order passed by the National Limited)
Company Law Tribunal, Chennai. The name change
in the records of registrar has to be effected.
3 Uppal, Telangana Freehold Industrial 15.36 123.00 This land was acquired from Hinduja Foundries Hinduja Foundries Limited
Land Development Area, Limited by the Parent Company by virtue of (merged with Ashok Leyland
Uppal, Ranga Reddy the amalgamation order passed by the National Limited)
District, Telangana Company Law Tribunal, Chennai. The name change
in the records of registrar has to be effected.
4 Mallavalli, Andhra Freehold Plot no. 2 & 3 of 75.00 13.02 The Agreement for Sale has been registered in the Agreement for sale registerd
Pradesh Land Model Industrial Park name of the Parent Company. The Conveyance in the name of the Parent
situated at Mallavalli Deed is to be executed by the Authority upon Company. Final Conveyance
Village, Bapulapadu fulfillment of the certain conditions by the Parent deed is to be executed.
Mandal, Krishna Company.
District
Notes:
1 Cost of Buildings pertaining to Parent Company as at March 31, 2021 includes:
2 During the year, the Parent Company has commissioned a manufacturing plant at Mallavalli, Andhra Pradesh and an amount of ` 120.62 crores has been included in additions to
Property, plant and equipment.
3 For details of assets given as security against borrowings, Refer Note 3.13.
4 For amount of contractual commitments for the acquisition of PPE, Refer Note 3.12(a).
5 Title to Freehold Land relating to a subsidiary at Jainamore, Jharkhand (carrying value ` 0.08 crores) is yet to be conveyed to the subsidiary.
6 Expenses capitalised ` 5.08 crores - Refer Notes 2.3, 2.4 and 2.6 to the Consolidated Financial statements.
7 The gross carrying value and net carrying value of buildings located on freehold and leasehold land for which title is yet to be transferred in the name of the Parent Company
amounts to ` 217.93 crores and ` 190.52 crores respectively.
1.1a RIGHT-OF-USE ASSET ` Crores
Description Net Carrying Additions Adjustments** Closure / Reclassified as Charge during Net Carrying
Amount Preclosure held for Sale the year Amount
01.04.2021 (Refer Note 31.03.2022
1.17A)
Leasehold land 316.29 10.21 2.29 - - 12.01 316.78
Buildings 63.10 17.82 (0.14) 2.59 - 20.66 57.53
Plant and equipment 7.47 - - - 5.87 1.01 0.59
Vehicles 3.98 17.49 0.42 - - 5.44 16.45
Computer software 26.32 19.56 0.90 - - 10.84 35.94
TOTAL 417.16 65.08 3.47 2.59 5.87 49.96 427.29
** Adjustments include currency movements relating to foreign operations.
Title deeds of leasehold land not held in the name of the Group
` Crores
SL Property Asset Class Address Total Gross carring Net carrying Reason for not in the name of the Parent Company Property in the
No Description Acres value (Refer value name of
(Approx) Note 1.1 Sub (Refer Note 1.1
Note 6) Sub Note 6)
1 Sriperumbudur, Leasehold Plot Nos. Phase 79.44 11.47 10.77 The leasehold rights were originally granted to Hinduja Hinduja Foundries
Tamil Nadu Land II, K-1, K-2 SIPCOT Foundries Limited by State Industries Promotion Limited (merged
Industrial Park, Corporation of Tamilnadu Limited and acquired by the with Ashok Leyland
Sriperumbudur, Parent Company vide amalgamation order passed by Limited)
Tamil Nadu the National Company Law Tribunal, Chennai. The name
change in the records of registrar has to be effected.
2 Pillaipakkam, Leasehold Plot No.A-1/A 210.00 90.99 87.16 The leasehold rights were originally granted to Ashok Ashok Leyland Nissan
Tamil Nadu Land Sipcot Industrial Leyland Nissan Vehicles Limited by State Industries Vehicles Limited
Park, Pillaipakkam, Promotion Corporation of Tamilnadu Limited and (merged with Ashok
Sriperumbudur, acquired by the Parent Company vide amalgamation Leyland Limited)
Tamil Nadu order passed by the National Company Law Tribunal,
has to be effected.
3 Bhandara, Leasehold P O Box 15, 15.82 0.01 0.01 This is a leasehold land leased to the Parent Company Ashok Leyland
Maharashtra Land Plot No. 1, MIDC by the Maharashtra Industrial development Corporation. Limited (under
Industrial Area, However, a portion of the land (6.40 hectares) occupied regularisation)
Gadegao Lakhani and used by the Parent Company for factory building
Taluk, Bhandara, has been considered unauthorised being a Forest Land.

Maharashtra The Parent Company had approached the Mumbai
High Court and subsequently pursuant to its orders has
applied for the regularisation of the said portion of forest
land in exchange of alternate land for afforestation.
Notes:
1. Escalation clause - the percentage of escalation is up to a maximum of 15%
2. Discounting rate used for the purpose of computing right to use asset ranges from 1.83% to 8.30%
3. Rental amount per annum ranges from ` 0.01 crores to ` 5.00 crores, which also carries a clause for extension of agreement based on mutual understanding between Lessor and
Lessee.
5. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any major covenants other than
the security interests in the leased assets that are held by the lessor. Leased assets are not used as security for borrowing purposes.

1.1a RIGHT-OF-USE ASSET ` Crores
210
Description Net Carrying Additions Acquisition Adjustments** Closure / Charge during Net Carrying
Amount through business Preclosure the year Amount
01.04.2020 combination 31.03.2021
(Refer Note 3.19)
Leasehold land* 425.77 2.42 - 2.06 99.59 14.37 316.29
Buildings 59.79 6.47 17.71 0.79 4.74 16.92 63.10
Plant and equipment 6.90 1.58 - - - 1.01 7.47
Vehicles 2.49 4.47 - (0.01) 0.16 2.81 3.98

Computer software 26.50 12.10 - - - 12.28 26.32
TOTAL 521.45 27.04 17.71 2.84 104.49 47.39 417.16
*A portion of leasehold land allotted by State Industries Promotion Corporation of Tamil Nadu (SIPCOT), taken over by the Parent Company pursuant to amalgamation, was surrendered
subsequent to the date of balance sheet (March 31, 2021) and the same is classified as receivable from government authorities under other current financial asset (Refer Note 1.15).
** Adjustments include currency movements relating to foreign operations.
Title deeds of leasehold land not held in the name of the Group
` Crores
SL Property Asset Class Address Total Gross carrying Net carring Reason for not in the name of the Parent Company Property in the
No Description Acres value (Refer value (Refer name of
(Approx) Note 1.1 Sub- Note 1.1
Note 7) Sub Note 7)
1 Sriperumbudur, Leasehold Plot Nos. Phase 79.44 11.47 10.91 The leasehold rights were originally granted to Hinduja Hinduja Foundries
Tamil Nadu Land II, K-1, K-2 SIPCOT Foundries Limited by State Industries Promotion Corporation Limited (merged
Industrial Park, of Tamilnadu Limited and acquired by the Parent Company with Ashok Leyland
Sriperumbudur, vide amalgamation order passed by the National Company Limited)
Tamil Nadu Law Tribunal, Chennai. The name change in the records of
registrar has to be effected.
2 Pillaipakkam, Leasehold Plot No.A-1/A 210.00 90.99 88.13 The leasehold rights were originally granted to Ashok Leyland Ashok Leyland
Tamil Nadu Land Sipcot Industrial Nissan Vehicles Limited by State Industries Promotion Nissan Vehicles
Park, Pillaipakkam, Corporation of Tamilnadu Limited and acquired by the Parent Limited (merged
Sriperumbudur, Company vide amalgamation order passed by the National with Ashok Leyland
Tamil Nadu Company Law Tribunal, Chennai. The name change in the Limited)
records of registrar has to be effected.
3 Bhandara, Leasehold P O Box 15, 15.82 0.01 0.01 This is a leasehold land leased to the Parent Company by the Ashok Leyland
Maharashtra Land Plot No.1, MIDC Maharashtra Industrial development Corporation. However, Limited (under
Industrial Area, a portion of the land (6.40 hectares) occupied and used by regularisation)
Gadegao Lakhani the Parent Company for factory building has been considered
Taluk, Bhandara, unauthorised being a Forest Land. The Parent Company
Maharashtra had approached the Mumbai High Court and subsequently
pursuant to its orders has applied for the regularisation of
the said portion of forest land in exchange of alternate land
for afforestation.
Notes:
1. Escalation clause - the percentage of escalation is up to a maximum of 15%
2. Discounting rate used for the purpose of computing right to use asset ranges from 3.50% to 8.50%
3. Rental amount per annum ranges from ` 0.01 crores to ` 1.36 crores, which also carries a clause for extension of agreement based on mutual understanding between Lessor and
Lessee.
5. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any major covenants other than
the security interests in the leased assets that are held by the lessor. Leased assets are not used as security for borrowing purposes.
DESCRIPTION GROSS CARRYING AMOUNT (COST) Amortisation NET
CARRYING
AMOUNT
Other Intangible Assets 01.04.2021 Additions Adjustments* Reclassification Disposals / 31.03.2022 01.04.2021 Charge Adjustments* Disposals / Reclassification 31.03.2022 31.03.2022
Adjustments during Adjustments
the year
Computer software
- Developed 99.68 - 14.89 - - 114.57 88.76 16.52 (0.20) - - 105.08 9.49
- Acquired 189.04 11.57 (18.12) - (0.74) 181.75 132.50 22.26 (0.91) (0.74) - 153.11 28.64
Technical knowhow
- Developed 1,588.33 115.62 (9.15) - (44.98) 1,649.82 494.17 147.79 (1.12) (44.89) - 595.95 1,053.87
- Acquired 40.48 - - - - 40.48 6.07 8.10 - - - 14.17 26.31
TOTAL 1,917.53 127.19 (12.38) - (45.72) 1,986.62 721.50 194.67 (2.23) 45.63 - 868.31 1,118.31
Description 01.04.2021 Additions / Capitalised Reclassification 31.03.2022

year**
Intangible assets under development 102.27 108.77 (110.41) - 100.63
** Amount of ` 16.78 crores directly capitalised in Intangible assets
Ageing of intangible assets under development (IAUD)
Amount in IAUD for a period of Less than 1 1-2 years 2-3 years More than Total
year 3 years
Projects temporarily suspended - 3.42 - - 3.42
Of the above, there are no projects where the cost has exceeded the budget. Projects whose completion is delayed is as follows:
For IAUD whose completion is overdue or has exceeded its cost compared to its original plan
Less than 1 1-2 years 2-3 years More than Total

year 3 years
Projects relating to Technical knowledge - Product development 54.80 - - - 54.80
Notes:
1. Additions to Other Intangible assets and Intangible assets under development include:
a) Expenses capitalised ` 100.70 crores - Refer Notes 2.3, 2.4 and 2.6 to the Financial Statements.

212
DESCRIPTION GROSS CARRYING AMOUNT (COST) Amortisation NET
CARRYING
AMOUNT
Other Intangible Assets 01.04.2020 Additions Acquisition Adjustments* Disposals / 31.03.2021 01.04.2020 Charge Adjustments* Disposals 31.03.2021 31.03.2021
through Adjustments during
business the year
combination
(Refer Note
3.19)

Computer software
- Developed 99.68 - - - - 99.68 70.33 18.49 - (0.06) 88.76 10.92
- Acquired 180.59 5.04 2.14 1.33 (0.06) 189.04 113.28 18.27 0.95 - 132.50 56.54
Technical knowhow
- Developed 1,327.00 250.96 - 10.37 - 1,588.33 343.95 145.69 4.53 - 494.17 1,094.16
- Acquired - 40.48 - - - 40.48 - 6.07 - - 6.07 34.41
TOTAL 1,607.27 296.48 2.14 11.70 (0.06) 1,917.53 527.56 188.52 5.48 (0.06) 721.50 1,196.03
Description 01.04.2020 Additions / Acquisition Capitalised during 31.03.2021

Adjustments through business the year**
combination
(Refer Note 3.19)
Intangible assets under development 131.77 188.5 - (218.00) 102.27
** Amount of ` 78.48 crores directly capitalised in Intangible assets
Ageing of Intangible Assets under development (IAUD)
Amount in iaud for a period of Less than 1-2 years 2-3 years More than Total
1 year 3 years
Of the above, there are no projects where the cost has exceeded the budget. Projects whose completion is delayed is as follows:
Less than 1 1-2 years 2-3 years More than Total
year 3 years
Projects relating to Technical knowhow - Product development 82.82 - - - 82.82
Notes:
1. Additions to Other Intangible assets and Intangible assets under development include:
a) Expenses capitalised ` 197.45 crores - Refer Notes 2.3, 2.4 and 2.6 to the consolidated financial Statements.
1.3 NON-CURRENT FINANCIAL ASSETS - INVESTMENTS
I) Investment in Equity Instruments
(unquoted)(fully paidup unless otherwise stated)
1) Associates (accounted for using equity method)
(Refer Sub-Note 3)
Cost of Acquisition (including goodwill of ` 0.02 crores) 50,27,567 5.03 50,27,567 5.03
Add : Group share of profit 8.57 4.66
Carrying amount of Investment 13.60 9.69
Cost of Acquisition (including goodwill of ` 0.01 crores) 37,470 0.04 37,470 0.04
Add : Group share of Profit # - -
b) Equity shares of Srilankan Rupees 10 each
Lanka Ashok Leyland PLC (Quoted)
Cost of Acquisition (including goodwill of ` 0.21 crores) 10,08,332 0.57 10,08,332 0.57
Add : Group share of Profit 21.81 23.68
Less: Dividend Income 0.07 0.18
2) Joint Ventures (accounted for using equity method)
Ashley Alteams India Limited (Refer Sub Note 3)
Cost of Acquisition 7,59,47,500 46.51 7,34,47,693 44.01
Less : Group share of Loss 42.75 43.26
Ashok Leyland John Deere Construction Equipment
Company Private Limited (under liquidation)
Cost of Acquisition 1,77,92,123 17.81 1,77,92,123 17.81
Less : Group share of Loss 11.27 13.34
Less: Impairment in value of investment (utilised from
provision for obligation made in the prior years) 6.54 4.47
Carrying amount of Investment - -
3) Other investments in equity instruments
(at fair value through profit or loss)
ARS Energy Private Limited 640 0.01 640 0.01
Rajalakshmi Wind Energy Limited (formerly Ashok
Leyland Wind Energy Limited) 78,12,950 9.12 78,12,950 9.12
Chennai Willingdon Corporate Foundation (cost ` 900) 100 # 100 #
Hinduja Energy (India) Limited (Refer Note 3.26) 6,11,47,058 81.33 6,11,47,058 188.46
OPG Power Generation Private Limited - - 65,000 0.07
Kamachi Industries Limited 5,25,000 0.53 525,000 0.53
Prathama Solarconnect Energy Private Limited 1,86,56,912 18.67 1,86,56,912 18.67
b) Equity shares of ` 100 each partly paid-up
Adyar Property Holding Co. Limited (` 65 paid up) [Cost
` 19,500] # 300 0.00 300 0.00
Total Investment in Equity Instruments (net) A 149.37 251.41

II) Investment in Preference Shares
(accounted for using equity method) (unquoted)
Associates
6% Non-Cumulative Non-Convertible Redeemable Preference
shares of ` 10 each
Ashok Leyland Defence Systems Limited B 1,00,00,000 6.89 1,00,00,000 6.73
III) Investment in Debentures (unquoted)
Non-convertible Redeemable Debentures (relating to financing
activities) (at amortised cost) C 37.79 53.82
IV) Investment in Debentures (quoted)
Non-convertible Redeemable Debentures (relating to financing
activities) (at amortised cost) D - 27.50
V) Investment in pass-through securities (unquoted)
(relating to financing activities) (at amortised cost) E 50.58 288.46
VI) Investment in funds (relating to financing activities) (unquoted)
(at amortised cost) F 221.87 80.00
VII) Investment in Security Receipts (relating to financing activities)
(unquoted) (at amortised cost) G 480.41 83.56
VIII) Investment in Equity Shares (relating to financing activities)
(quoted) (at amortised cost) H 30.02 38.07
IX) Investment in Special Limited Partnership
(At Fair value through profit or loss)
Vasuki SCSp (Refer sub note 7) I 21.56 21.56
Total Non-Current Investments A+B+C+D+E+F+G+H+I 998.49 851.11
# Amount is below rounding off norms adopted by the Group.
Notes:
1. Particulars March 31, 2022 March 31, 2021
` Crores ` Crores
Aggregate value of quoted investments 52.33 89.64
Aggregate value of unquoted investments 952.70 765.94
Aggregate value of impairment in value of investments 6.54 4.47
2. Investments are fully paid-up shares unless otherwise stated.
3. The equity investments in a joint venture can be transferred / pledged / disposed off / encumbered only with the consent of banks /
financial institutions who have given loans to the joint venture. The equity investments in certain associates can be disposed off only with
the consent of banks / financial institutions who have given loans to these companies.
4. Investments accounted for using equity method ` 46.60 crores (2021: ` 41.28 crores).
5. The Parent Company has acquired the balance 38% stake in Hinduja Tech Limited during the year 2020-21. For details refer note 3.19.
6. Number of shares held by the Group includes joint holding / beneficial holding.
7. The Group holds 9.09% of Class A units in the special limited partnership.
8. The investments made by the Group is in compliance with section 180 and 186 with respect to layers of investment permitted under the
Companies Act, 2013.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.4 NON-CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
Trade receivables
0.03 0.31
Refer Note 1.12 for ageing of trade receivables
Note:
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.5 NON-CURRENT FINANCIAL ASSETS - LOANS
(Secured, Considered good unless otherwise stated)
a) Loan to customer under financing activities
Considered good 15,121.51 15,637.71
15,334.03 15,958.77
Less: Allowance for loans (as per expected credit loss model) 443.30 522.63
14,890.73 15,436.14
Notes:
1. L oan to customer under financing activities carried at fair value through other 6,389.02 7,215.51
comprehensive income
2. These are carried at amortised cost except Note 1 above.
3. Refer Note 3.6 for disclosures relating to expected credit loss.
4. Movement in allowance for loans is as follows:
Particulars Opening Additions / Closing

(Utilisations) (net)
March 2022 522.63 (79.33) 443.30
March 2021 624.89 (102.26) 522.63

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.6 NON-CURRENT - OTHER FINANCIAL ASSETS
a) Other receivables *
- 3.64
b) Security Deposits
33.98 26.58
c) Derivatives designated as hedging instruments carried at fair value 26.69 18.10
d) Others
i) Employee advances 2.13 1.13
ii) Other advances (includes refund receivable and items relating to financing activities) 333.90 400.65
iii) Bank deposits held as security (relating to financing activities) 0.87 55.57
[collateral towards securitisation / assignment of receivables]
397.57 505.67
Of the employee advances mentioned above,
* Includes receivable on sale of windmill undertaking of the Parent Company.
Notes:
1 These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other
2. Movement in allowance for doubtful receivables is as follows:
Opening balance 4.34 4.34
Add: Additions - -
Closing balance 3.99 4.34
3 Movement in allowance for doubtful security deposits is as follows:
Opening balance - -
Closing balance 0.57 -
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.7 DEFERRED TAX ASSETS (NET)
i) Deferred tax assets 27.13 8.91
27.13 8.91

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.8 NON-CURRENT INCOME TAX ASSETS (NET)
Advance income tax (net of provision) 198.70 175.22
198.70 175.22
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.9 OTHER NON-CURRENT ASSETS
a) Capital advances
Advances to related parties (Refer note 3.9) - 0.11
Others
48.02 38.35
b)
alances with Government Authorities - Goods and Services, customs, port trust, central
B
excise, etc. (including paid under protest)
Less: Allowance for doubtful balances 2.96 0.06
8.34 12.56
c) Others
i) Sales tax paid (including paid under protest) 207.41 210.18
ii) Other advances (includes prepaid expenses, etc) 75.52 89.69
282.93 299.87
339.29 350.89
Note:
Movement in Allowance for doubtful advances towards capital advances is as follows:
Add: Additions - -
Movement in Allowance for doubtful balances towards balances with Government Authorities - Goods and Services Tax, customs, port
trust, central excise, etc. is as follows:
Add: Reclassifications 2.90 -
Add: Additions - -

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.10 INVENTORIES
(a) Raw materials and components 1,220.50 1,154.35
(b) Work-in-progress 309.30 349.91
(c) Finished goods 679.06 596.38
(d) Stock-in-trade
i) Commercial vehicles 6.03 99.76
ii) Spare parts and auto components (including works made) 227.18 181.21
(e) Stores, spares and consumable tools 98.48 114.24
2,540.55 2,495.85
Notes:
1. Goods-in-transit included above are as follows :
(a) Raw materials and components 80.48 54.88
(b) Stock-in-trade
(i) Commercial vehicles 5.43 1.35
(ii) Spares parts and auto components (including works made) # 0.79
2. Cost of inventories (including cost of stock-in-trade purchased and write down of inventories) recognised as an expense during the
year is ` 17,613.26 crores (2020-21: ` 12,047.38 crores).
3. For details of assets given as security against borrowings - Refer Note 3.13
# Amount below rounding off norms of the Group
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.11 CURRENT FINANCIAL ASSETS - INVESTMENTS
(Unquoted)
i) Investments in mutual funds (March 31, 2022: 3,16,00,536.79 units, 1,298.05 -
March 31, 2021: Nil) (Carried at fair value through profit or loss)
ii) Investments in pass through securities (relating to financing activities) 133.69 96.60
(Carried at amortised cost)
iii) Investments in non - convertible redeemable debentures 71.76 11.90
(relating to financing activities) (Carried at amortised cost)
iv) Investment in security receipts (unquoted) (relating to financing activities) 135.07 125.33
(carried at amortised cost)
(Quoted)
i) Investments in non - convertible redeemable debentures (relating to financing 15.06 10.69
activities) (Carried at amortised cost)
1,653.63 244.52
Note:
Investments are fully paid up.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.12 CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES
(Unsecured)
Considered good
Others 3,210.76 2,936.52
Considered doubtful
Others 140.36 152.84
Less: Loss allowance 140.36 152.84
3,278.76 3,020.91
Ageing for trade receivable (Refer Notes 1.4 and 1.12)
` Crores
Not due Less than 6 months- 1-2 2-3 More than Total
6 months 1 year years years 3 years
(i) Undisputed Trade receivables – considered good 2,739.41 321.47 34.19 13.83 5.74 35.28 3,149.92
(ii) Disputed Trade Receivables – considered good - 23.65 9.99 19.27 22.48 193.84 269.23
Less: Provision 140.36
Total 3,278.79
` Crores
Not due Less than 6 months- 1-2 2-3 More than Total
6 months 1 year years years 3 years
(i) Undisputed Trade receivables – considered good 2,550.11 77.17 176.42 36.23 24.10 54.67 2,918.70
(ii) Disputed Trade Receivables – considered good - 25.75 10.16 23.18 13.78 182.49 255.36
Less: Provision 152.84
Total 3,021.22
Notes:
1. Movement in loss allowance is as follows:
Less: Utilizations / Reversals 29.21 28.73
3. For details of assets given as security against borrowings - Refer Note 3.13.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.13a.CASH AND CASH EQUIVALENTS
i) Balances with banks:
a) In current accounts 827.47 693.06
b) In cash credit accounts 472.73 508.85
c) In deposit accounts * 521.37 4.59
ii) Cheques, drafts on hand 161.92 199.15
iii) Cash and stamps on hand 47.47 75.39
2,030.96 1,481.04
1.13b.BANK BALANCES OTHER THAN (a) ABOVE

i) Unclaimed dividend accounts (earmarked) 10.51 10.21
ii) Escrow bank account (earmarked) 42.20 32.61
iii) Deposits with more than original maturity of more than 3 months but less than 12 15.77 254.67
months
68.48 297.49
* This represents deposits with original maturity of less than or equal to 3 months.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.14 CURRENT FINANCIAL ASSETS - LOANS
(Considered good, unless otherwise stated)
Secured
a) Loan to customer under financing activities
Considered good 6,311.54 5,773.47
7,209.38 6,562.77
Less: Allowance for loans (as per expected credit loss model) 391.35 325.73
6,818.03 6,237.04
Notes:
1. Loan to customer under financing activities carried at fair value through other 3,838.89 3,310.34
2. These are carried at amortised cost except Note 1 above.
3. Refer Note 3.6 for disclosures relating to expected credit loss.
4. Movement in allowance for loans is as follows:
Particulars Opening Additions / Closing

Utilisition (net)
March 2022 325.73 65.62 391.35
March 2021 279.18 46.55 325.73

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.15 CURRENT - Other FINANCIAL ASSETS
a) Interest accrued :
- Relating to financing activities 0.23 0.29
- Others 13.37 25.44
b) Employee advances 21.78 22.91
c) Receivable on sale of immovable properties / investments - 0.02
d) Derivatives designated in hedging instruments carried at fair value 19.32 1.52
e) Earmarked Bank Balance (escrow bank accounts) - 2.82
f) Related parties (Refer Note 3.9)
- Other advances 1.29 0.12
g) Intercorporate deposits 53.00 53.00
h) Revenue grants receivable
- Considered good 38.03 222.52
- Considered doubtful 8.89 1.93
46.92 224.45
38.03 222.52
i) Bank deposits with original maturity of greater than 12 months 500.00 350.00
j) Receivable from Government authorities
- Considered good 11.25 97.61
- Considered doubtful 3.90 -
15.15 97.61
11.25 97.61
k) Security Deposits 25.64 21.92
l) Others (includes expenses recoverable, items relating to financing activity, etc.)
Considered good* 238.54 316.71
259.36 337.54
238.54 316.71
922.45 1,114.88
Of the employee advances mentioned above,
#
Amount is below rounding off norms adopted by the Group.
*
Includes fixed deposit relating to financing activity which are lien marked for securitisation amounting to ` 38.70 crores.
Notes:
1 These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss/ other comprehensive
income.
2 For details of assets given as security against borrowings - Refer Note 3.13.

3 Movement in Allowance for doubtful receivables (Revenue grant receivable) are as follows:
4 Movement in Allowance for doubtful receivables - Others (includes expenses recoverable, items relating to financing activity, etc.) are
as follows:
Add: Additions - -
5 Movement in Allowance for doubtful receivable (Receivable from government authorities) is as follows:
Opening balance - -
Add: Transfer 3.90 -
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.16 CONTRACT ASSETS
Unbilled revenue (Refer note 3.7)
Others 21.84 19.71
Related party (Refer note 3.9) - 0.01
21.84 19.72
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.17 OTHER CURRENT ASSETS
a) Supplier advances
Considered good
Related Parties (Refer Note 3.9) 5.16 -
Others 151.96 99.75
157.12 99.75
b) alances with Government Authorities - Goods and Services, customs, port trust, central
B 824.60 685.38
excise, etc.
c) Others * 234.20 222.28
1,215.92 1,007.41
* Includes:
- Sales tax paid under protest 0.66 1.08
- Prepaid expenses 229.49 200.08
- Gratuity (Refer Note 3.3) - 14.83
Note:
Movement in allowance for doubtful advances is as follows:

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.17A ASSETS CLASSIFIED AS HELD FOR SALE
Property, plant and equipment and Capital work-in-progress (net of provision for assets held for 42.53 -
sale relating to EMAAS business) (Refer Notes 1.1 and 1.2)
Right of use asset (Refer Note 1.1A) 5.87 -
Non-current and current financial assets (includes trade and other receivables, etc.) 11.74 -
Non-current and current assets 0.66 -
Inventories 2.83 -
63.63 -
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.17B LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD FOR SALE
Non-current and current financial liabilities (includes trade and other payables, etc.) 9.90 -
Non-current and current liabilities (includes contract liabilities, etc.) 1.74 -
Non-current and current provision (includes provision for employee benefits) 0.14 -
11.78 -
In the meeting held on November 12, 2021, the Board of Directors of the Parent Company had approved the transfer of "Electric Vehicle
Mobility As A Service (EMAAS)" business to Ohm Global Mobility Private Limited (Fellow subsidiary of the Parent Company) with effect
from October 1, 2021. The Parent Company has since received the regulatory approvals and accordingly classified the associated assets
and liabilities as "Held for sale". The provision relating to EMAAS business classified as assets held for sale is shown under note 2.7. The
transfer of business will be consummated on receipt of certain other approvals expected within next 12 months.
The fair value of the EMAAS business was determined using the Income approach. In this approach, the discounted cash flow method is
used to capture the present value of the expected future economic benefits to be derived from the business. This is a level 3 measurement
as per the fair value hierarchy set out in fair value measurement disclosures. The key inputs are:
a) the estimated cash flows; and
b) the discount rate to compute the present value of the future expected cash flows

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.18 EQUITY SHARE CAPITAL
Authorised
27,85,60,00,000 (March 2021: 27,85,60,00,000) Equity shares of ` 1 each 2,785.60 2,785.60
2,785.60 2,785.60
Issued
a) 2,28,92,12,796 (March 2021: 2,28,92,12,796) Equity shares of ` 1 each 228.92 228.92
b) 4,63,14,480 (March 2021: 64,63,14,480) Equity shares of ` 1 each issued through Global
6 64.63 64.63
Depository Receipts
293.55 293.55
Subscribed and fully paid up
a) 2,28,92,12,796 (March 2021: 2,28,92,12,796) Equity shares of ` 1 each 228.92 228.92
b) 4,63,14,480 (March 2021: 64,63,14,480) Equity shares of ` 1 each issued through Global
6 64.63 64.63
Depository Receipts
293.55 293.55
Add: Forfeited shares (amount originally paid up in respect of 760 shares) #
0.00 0.00
293.55 293.55
#
Shares held by promoters as at March 31, 2022 % Change during

the year
Sl. Promoter name No. of Shares %of total shares
No
1 Hinduja Automotive Limited (including shares held through GDRs through 1,34,86,28,818 45.94 -
Citibank N A, New York)
Limited)
Total 1,50,06,60,261 51.12 -
Shares held by promoters as at March 31, 2021 % Change during

the year
Sl. Promoter name No. of Shares %of total shares
No
1 Hinduja Automotive Limited (including shares held through GDRs through 1,34,86,28,818 45.94 -
Citibank N A, New York)
Limited)
Total 1,50,06,60,261 51.12 -

Notes:
1. Reconciliation of number of Equity shares subscribed
Balance as at the beginning / end of the year 2,93,55,27,276 2,93,55,27,276
2. Shares issued in preceding 5 years for consideration other than cash
Hinduja Foundries Limited (amalgamating company) merged with the Parent Company effective October 1, 2016 pursuant to the
order received from National Company Law Tribunal on April 24, 2017. Consequently, 8,06,58,292 equity shares of ` 1 each of the
Company has been allotted on June 13, 2017 as fully paid up to the shareholders of the amalgamating company.
3. As on March 31, 2022, there are 35,31,58,140 (March 2021: 35,31,58,140) equity shares representing the outstanding Global
Depository Receipts (GDRs). The balance GDRs have been converted into equity shares.
4. Shares held by the Holding Company
Hinduja Automotive Limited, the holding company, holds 1,16,43,32,742 (March 2021: 1,16,43,32,742) Equity shares and 54,86,669
(March 2021: 54,86,669) Global Depository Receipts (GDRs) equivalent to 32,92,00,140 (March 2021: 32,92,00,140) Equity shares of
` 1 (March 2021: ` 1) each aggregating to 50.88% (March 2021: 50.88%) of the total share capital.
5. Shareholders other than the Holding Company holding more than 5% of the equity share capital
There are no shareholders holding more than 5% of the equity share capital of the Company other than the Holding Company as at
March 31, 2022 and March 31, 2021.
6. Rights, preferences and restrictions in respect of equity shares and GDRs issued by the Parent Company
a) The Equity share holders are entitled to receive dividends as and when declared; a right to vote in proportion to holding etc.
and their rights, preferences and restrictions are governed by / in terms of their issue under the provisions of the Companies
Act, 2013.
b) The rights, preferences and restrictions of the GDR holders are governed by the terms of their issue, and the provisions of the
Companies Act, 2013. Each GDR holder is entitled to receive 60 equity shares (March 2021: 60 equity shares) of ` 1 each, per
GDR, and their voting rights can be exercised through the Depository.

As at As at
March 31, 2022 March 31, 2021
Note ` Crores ` Crores
1.19 OTHER EQUITY
a) Capital Reserve A 263.87 263.87
b) Securities Premium B 2,013.52 2,012.29
c) Capital Redemption Reserve I 3.33 3.33
d) Share Options Outstanding Account C 41.48 44.57
e) General Reserve D 1,020.55 1,018.33
f) Cash Flow Hedge Reserve E 10.01 (12.75)
g) Statutory Reserve F 279.91 233.03
h) Foreign Currency Translation Reserve G (8.76) (2.46)
i) Retained Earnings H 3,036.95 3,515.45
j) Other Comprehensive Income - Fair valuation on loans relating to financing J 349.48 492.81
activities
7,010.34 7,568.47
Refer “Consolidated Statement of Changes in Equity” for additions / deletions in each reserve.
Notes:
A Capital reserve represents reserve created pursuant to the business combinations.
B Securities premium represents premium received on equity shares issued, which can be utilised only in accordance with the provisions
of the Companies Act, 2013 (the Act) for specified purposes.
C Share options outstanding account relates to stock options granted by the Group to employees under an employee stock options plan.
(Refer Note 3.5)
D General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as
dividend payout, bonus issue, etc.
E Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging
instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments
that are recognised and accumulated in this reserve are reclassified to profit or loss only when the hedged transaction affects the
profit or loss.
F The statutory reserve has been created pursuant to statutory regulations at a percentage of profit for the year.
G Foreign currency translation reserve represents exchange differences relating to the translation of the results and net assets of
the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Indian Rupees) which are
recognised directly in other comprehensive income and accumulated in this foreign currency translation reserve. Exchange differences
previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign
operation.
H In respect of the year ended March 31, 2022, the Board of Directors has declared a dividend of ` 1.00 per equity share (dividend
for March 2021: ` 0.60 per equity share) subject to approval by shareholders at the ensuing Annual General Meeting after which
dividend will be accounted and paid out of the retained earnings available for distribution in accordance with the provisions of the
Act. Revaluation reserve amounting to ` 1,210.21 crores transferred to retained earnings on transition date may not be available for
distribution.
I Capital redemption reserve represent the reserve arising pursuant to the business combination during 2016-17.
J Other Comprehensive Income - Fair valuation on loans relating to financing activities represents gains / (losses) arising on fair valuation
of loan relating to financing activities carried at fair value through other comprehensive income.

As at As at March 31,
March 31, 2022 2021
` Crores ` Crores
1.20 NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS
i. Redeemable non-convertible debentures 1,674.39 1,215.43
ii. Term loan from banks 11,826.77 12,234.12
iii. SIPCOT soft loan 31.18 31.18
i. Subordinated Redeemable non-convertible debentures 966.55 1,065.00
ii. External commercial borrowings from banks 657.14 877.49
iii. Interest free sales tax loans 66.41 66.41
iv. Other subordinated loans 74.86 75.00
15,297.30 15,564.63
Notes:
2. Refer Note 1.25 for Current maturities of long-term debt.
4. The Parent Company has been authorised to issue 3,65,00,000 (March 2021: 3,65,00,000) Non-Cumulative Redeemable Non-Convertible
Preference Shares of ` 10 each valuing ` 36.50 crores (March 2021: ` 36.50 crores) and 7,70,00,000 (March 2021: 7,70,00,000)
Non-Convertible Redeemable Preference Shares of ` 100 each valuing ` 770.00 crores (March 2021: ` 770.00 crores). No preference
shares has been issued during the year.
5. Refer Note 3.6 for details on debt covenants.
6. The Group has utilised the borrowings for the purpose for which it is obtained as mentioned in the agreements.
7. The Group is not declared as a willful defaulter by any bank or financial institution or government or any government authority,
wherever applicable.
8. Of the above, borrowings relating to financing activities are given below:
March 31, 2022 2021
` Crores ` Crores
13,300 (March 31, 2021: 12,550) Redeemable non-convertible debentures 878.51 620.00
Term loans from banks (Includes ` 89.34 crores (March 31, 2021: ` 246.35 crores) towards 10,526.77 11,246.62
securitisation deals)
11,550 (March 31, 2021: 12,100) Subordinated Redeemable non-convertible debentures 966.55 1,065.00
Other subordinated loans 74.86 75.00
12,446.69 13,006.62
March 31, 2022 2021
` Crores ` Crores
1.21 NON-CURRENT - OTHER FINANCIAL LIABILITIES
a) Capital creditors 3.71 -
b) Derivatives designated in hedging relationships carried at fair value 5.05 21.98
c) Others (Includes security deposit payable, RSP Participation fee payable relating to financing 134.44 149.57
activities, etc.)
143.20 171.55
Note:
These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other comprehensive
income.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.22 NON-CURRENT CONTRACT LIABILITIES
Income received in advance (Refer note 3.7) 193.83 215.67
193.83 215.67
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.23 NON-CURRENT PROVISIONS
i) Compensated absences 104.70 104.82
ii) Others including post retirement benefits [Refer Note 3.3] 16.41 12.90
b) Provision for product warranties 130.35 103.40
c) Provision in relation to net assets of a subsidiary (Refer Note 3.26) 27.97 -
d) Other provisions (includes provision for litigation) 4.56 8.26
283.99 229.38
Notes:
1. Movement in Provision for product warranties is as follows:
Opening balance (Current (Refer Note 1.29) and Non-current) 351.46 391.86
Add: Additions (net of utilisations) 63.96 (40.40)
Closing balance (Current (Refer Note 1.29) and Non-current) 415.42 351.46
This provision is recognised once the products are sold. The estimated provision takes into account historical information, frequency and average
cost of warranty claims and the estimate regarding possible future incidence of claims. The provision for warranty claims represents the present
value of management’s best estimate of the future economic benefits. The outstanding provision for product warranties as at the reporting
date is for the balance unexpired period of the respective warranties on the various products which range from 1 to 60 months.
2. Movement in Other Provisions (includes provision for litigation) is as follows:
Less: Transfer / Reversal 31.06 -
3. Movement in Provisions in relation to net assets of a subsidiary is as follows:
Opening balance - -
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.24 DEFERRED TAX LIABILITIES (NET)
i) Deferred tax liabilities 1,056.36 1,206.25
ii) Deferred tax (assets)* (740.53) (820.16)
315.83 386.09
* Includes Unused tax credits (MAT credit entitlement) of ` 584.85 crores (March 2021: ` 574.06 crores).
Note:
Refer Note 3.2 for details of deferred tax liabilities and assets.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.25 CURRENT FINANCIAL LIABILITIES - BORROWINGS
Loans from banks 927.48 1,019.79
Loans from banks 739.34 1,241.70
Commercial papers* - 247.11
Bills discounted 116.83 91.13
c) Current maturities of long-term debt 6,858.40 5,725.75
8,642.05 8,325.48
* Relates to Parent Company
Notes:
2. Out of the above, borrowings relating to financing activities:
- Secured 640.71 755.63
- Current maturities of long-term debt 6,468.74 5,713.25
3. Commercial paper - maximum balance outstanding during the year is ` 1,250 Crores (March 2021: ` 1,800 Crores).
4. The Group has utilised the borrowings for the purpose for which it is obtained as mentioned in the agreements.
5. Refer Note 3.13 for security,terms of the borrowings and net debt reconciliation.

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.26 CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES
Trade payables - including acceptances
a) Total outstanding dues of micro enterprises and small enterprises (Refer Note 3.17) 62.63 38.86
7,249.91 5,346.23
Trade Payables ageing schedule
` Crores
Particulars As at 31 March, 2022
Un-billed
(includes
Less than More than
accrued Not due 1-2 years 2-3 years Total
1 year 3 years
expenses /
liabilities)
(i)
Undisputed dues - Micro and 3.72 55.66 3.21 - 0.04 - 62.63
Small Enterprises
(ii) Undisputed dues - Others 1,018.24 5,872.66 270.12 9.42 11.63 5.13 7,187.20
(iii) D
isputed dues – Micro and Small - - - - - - -
Enterprises
(iv) Disputed dues - Others - - - - 0.05 0.03 0.08
Total 1,021.96 5,928.32 273.33 9.42 11.72 5.16 7,249.91
Particulars As at 31 March, 2021

Un-billed Not due Less than 1-2 years 2-3 years More than Total
(Includes 1 year 3 years
accrued
expenses /
liabilities)
(i)
Undisputed dues - Micro and - 36.35 2.44 0.05 0.01 0.01 38.86
Small Enterprises
(iii) D
isputed dues – Micro and Small - - - - - - -
Enterprises
(iv) Disputed dues - Others - - - 0.05 0.03 - 0.08
Total 899.13 4,231.45 191.91 12.89 7.37 3.48 5,346.23
Notes:
2. Includes acceptances amounting to ` 673.21 crores (March 2021: ` 187.65 crores)

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.27 CURRENT - OTHER FINANCIAL LIABILITIES
a) Interest accrued but not due on borrowings 219.33 136.16
b) Unclaimed dividends 10.51 10.21
c) Employee benefits 229.41 228.70
d) Capital creditors 155.59 243.31
e) Derivatives designated in hedging relationships carried at fair value 6.86 9.18
f) Assignees towards collections in assigned assets (relating to financing activities) 242.69 283.51
g) Others* 323.67 290.09
1,188.06 1,201.16
* Includes:
- Refund liabilities 261.42 265.97
Notes:
1. These (except derivatives) are carried at amortised cost. Derivatives are carried at fair value through profit or loss / other comprehensive
income.
3. Interest accrued but not due on borrowings include ` 172.98 crores (2021: ` 91.86 crores) relating to financing activities.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.28 CURRENT CONTRACT LIABILITIES
a) Income received in advance 301.14 322.66
b) Advance from customers 197.61 151.13
498.75 473.79
Note:
Refer Note 3.7 for disclosures relating to revenue from contracts with customers

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.29 CURRENT PROVISIONS
ii. Others including Post retirement benefits [Refer Note 3.3] 87.14 94.53
b) Others
i. Provision for product warranties 285.07 248.06
ii. Provision for obligations [Refer Note 2.7] - 81.00
iii. Other provisions (including litigation matters) 134.32 133.42
532.68 579.48
Notes:
1. Movement in Provision for product warranties Refer Note 1.23
2. Movement in Provision for obligations is as follows :
Add: Additions - -
Closing balance - 81.00
The Group reversed Rs. 81.00 crores towards provision for obligations based on its assessment for the year ended March 31, 2022.
3. Movement in Other Provisions (including litigation matters) is as follows:

As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.30 OTHER CURRENT LIABILITIES
a) Statutory liabilities 317.45 202.09
b) Accrued gratuity (Refer note 3.3) 6.12 -
c) Others 0.18 0.16
323.75 202.25
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1.31 CURRENT TAX LIABILITIES (NET)
Provision for taxation (net of advance tax) 123.82 53.80
123.82 53.80

March 31, 2022 March 31, 2021
` Crores ` Crores
2.1 REVENUE FROM OPERATIONS
a) Sale of products
- Commercial vehicles
Manufactured 18,384.30 12,550.34
Traded 360.35 245.01
(A) 22,300.65 15,836.19
b) Sale of services 952.83 695.91
(B) 952.83 695.91
c) Interest / Other finance income relating to financing activities (C) 3,216.12 3,146.01
d) Other operating revenues
- Grant income 0.08 0.37
- Export incentives 40.87 16.70
- Others 9.10 11.37
(D) 126.89 76.34
(A+B+C+D) 26,596.49 19,754.45
26,237.15 19,454.10

March 31, 2022 March 31, 2021
` Crores ` Crores
2.2 OTHER INCOME
a) Interest income from financial assets measured at amortised cost
i. Loans to related parties (Refer Note 3.9) - 9.77
ii. Others 27.73 85.70
27.73 95.47
b) Profit on sale of investments (net)
Current investments 13.31 6.91
13.31 6.91
c) Other non-operating income
i) Profit on sale of Property, Plant and Equipment (net) 0.93 4.35
ii) Net gain / (loss) arising on financial asset mandatorily measured at FVTPL 1.14 (4.61)
iii) Others 43.70 29.04
45.77 28.78
86.81 131.16

March 31, 2022 March 31, 2021
` Crores ` Crores
2.3 EMPLOYEE BENEFITS EXPENSE
a) Salaries and wages 2,283.15 1,894.58
b) Contribution to provident and other funds 157.77 148.38
c) Share based payments costs * 0.64 22.41
d) Staff welfare expenses 194.85 156.49
2,636.41 2,221.86
2,616.76 2,159.43
* For share options given by the Parent Company to employees under employee stock option plan - Refer Note 3.5.

March 31, 2022 March 31, 2021
` Crores ` Crores
2.4 FINANCE COSTS
(a) Interest expense 328.55 337.27
(b) Interest and other borrowing costs relating to financing activities 1,534.11 1,565.51
(c) Interest on Lease Liability 8.72 6.87
1,871.38 1,909.65
1,869.05 1,900.64
Note:
The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable
to the Group’s general borrowings during the year is 8.36% p.a. (March 31, 2021 - 7.90% p.a.).

March 31, 2022 March 31, 2021
` Crores ` Crores
2.5 DEPRECIATION AND AMORTISATION EXPENSE
A) Property, plant and equipment
(i) Buildings 81.88 85.37
(ii) Plant and equipment 467.93 439.55
(iii) Furniture and fittings 9.62 11.00
(iv) Vehicles including electric vehicles 23.26 22.54
(v) Office equipment 28.57 31.15
(vi) Assets given on lease
- Buildings 0.29 0.29
- Plant and equipment # #
- Aircraft 9.74 9.75
(vii) Electrical and other installations on lease hold premises 0.04 0.06
621.33 599.71
B) Other intangible assets
(i) Computer software
- Developed 16.52 18.49
- Acquired 22.26 18.27
(ii) Technical knowhow
- Developed 147.79 145.69
- Acquired 8.10 6.07
194.67 188.52
C) Depreciation of Right-of-use asset 49.96 47.39
865.96 835.62
#
Also Refer Notes 1.1, 1.2 and 1.1A

March 31, 2022 March 31, 2021
` Crores ` Crores
2.6 OTHER EXPENSES
(a) Consumption of stores and tools 73.56 57.49
(b) Power and fuel 189.67 168.88
(c) Rent [Refer Note 3.10] 15.27 12.86
(d) Repairs and maintenance
- Buildings 49.36 37.49
- Plant and machinery 162.20 127.38
- Others 11.64 3.45
(e) Insurance 45.85 30.04
(f) Rates and taxes, excluding taxes on income 19.54 18.85
(g) Research and development (includes materials consumed and testing charges) 129.83 133.31
(h) Service and product warranties 455.85 296.83
(i) Packing and forwarding charges 540.90 424.63
(j) Selling and administration expenses (net) (includes hire charges, travel 605.24 571.79
expenditure, advertisement expenditure, consultancy charges, etc.)
(k) Annual maintenance contracts 218.75 171.38
(l) Service provider fees (including sourcing and commission expenses relating to 59.62 39.42
financing activities)
(m) Impairment loss allowance / write off on trade receivable (net) (10.74) 70.88
(n) Impairment loss allowance / write off on advances / grant income receivable 6.65 (1.61)
(net)
(o) Impairment loss allowance / write off relating to financing actvities 747.42 752.87
3,320.61 2,915.94
3,241.89 2,784.85
Note:
Selling and administration expenses include items relating to Parent Company
- Directors' sitting fees 1.23 1.15
- Commission to Non Whole-time Directors 3.00 3.15

March 31, 2022 March 31, 2021
` Crores ` Crores
2.7 EXCEPTIONAL ITEMS
a) Impairment in value of goodwill & Net assets of Subsidiaries - Albonair GmbH (236.91) -
(Refer Note 3.26)
b) Reversal of provision for Obligation in relation to Optare Plc (Refer Note 1.29) 81.00 -
c) L oss on fair valuation of Investment in Hinduja Energy India Limited (107.13) -
(Refer Note 3.6 and 3.26)
d) Voluntary Retirement Scheme (28.75) (85.99)
e) Gain on sale of immovable properties - 6.92
f) Obligation relating to discontinued products of LCV division (net of reversal) (3.67) 78.76
g) Loss (net) in relation to EV and related expenses (3.02) -
h) rovision relating to EMAAS business classified as asset held for sale (Refer
P (26.84) -
Note 1.17A and 1.17B)
i) Gain on disposal of interest in a former Joint Venture - 76.39
j) Reversal of provision relating to sale of long term investments 1.17 -
(324.15) 76.08

3.1 Basis of consolidation
3.1.1 The Consolidated Financial Statements relate to Ashok Leyland Limited (the “Parent Company”) and its subsidiaries (the Parent Company
and its subsidiaries together constitute “the Group”), its joint ventures and associates.
3.1.2 Principles of consolidation
a The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standard 110 (Ind AS 110)
“Consolidated Financial Statements”, Indian Accounting Standard 28 (Ind AS 28) “Investments in Associates and Joint Ventures”
prescribed under Section 133 of the Companies Act, 2013 (the “Act”).
b The Consolidated Financial Statements of the Group have been combined on a line-by-line basis by adding together like items of
assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealised profits have been fully
eliminated.
c The difference between the proceeds from the disposal of investments in the subsidiary and the carrying amount of its assets and
liabilities as on the date of disposal is recognised as profit or loss on disposal of investments in the subsidiary in the Consolidated
Statement of Profit and Loss.
d Non-controlling interests in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the non-
controlling shareholders at the dates on which investments are made by the Parent Company in the subsidiary companies and further
movements in their share in the equity, subsequent to the dates of investments as stated above.
e The following subsidiaries are considered in the Consolidated Financial Statements:
S.No. Name of the Subsidiary Country of Incorporation % of ownership interest
March 31, 2022 March 31, 2021
1 Hinduja Leyland Finance Limited and its subsidiaries India 68.80% 68.81%
2 Global TVS Bus Body Builders Limited India 66.67% 66.67%
3 Gulf Ashley Motor Limited India 93.15% 93.15%
4 Optare PLC and its subsidiaries UK 91.63% 91.63%
5 Ashok Leyland (Nigeria) Limited Nigeria 100.00% 100.00%
6 Ashok Leyland (Chile) SA* Chile 100.00% 100.00%
7 HLF Services Limited India 85.58% 85.58%
8 Albonair (India) Private Limited India 100.00% 100.00%
9 Albonair GmbH and its subsidiary* Germany 100.00% 100.00%
10 Ashok Leyland (UAE) LLC and its subsidiaries UAE 100.00% 100.00%
11 Ashley Aviation Limited India 100.00% 100.00%
12 Hinduja Tech Limited and it's subsidiaries (from
February 25, 2021) India 98.91% 100.00%
13 Vishwa Bus and Coaches Limited (from November
19, 2020) India 100.00% 100.00%
14 Gro Digital Platforms Limited (from April 14, 2021) India 84.40% -
Ownership interest includes joint holding and beneficial interest.
* The financial statements of the subsidiary companies used in the consolidation are drawn upto the same reporting date as of the
Parent Company i.e. year ended March 31, 2022.
f The following Joint Ventures have been considered in the preparation of Consolidated Financial Statements of the Group in accordance
with Ind AS 28 “Investments in Associates and Joint Ventures”:
S.No. Name of the Joint Venture Country of Incorporation % of ownership interest
March 31, 2022 March 31, 2021
1 Ashley Alteams India Limited India 50.00% 50.00%
2 Ashok Leyland John Deere Construction Equipment India
Company Private Limited# (Under liquidation) 50.00% 50.00%
#
The Parent Company along with its subsidiary Gulf Ashley Motor Limited holds 50% interest. The financial statements of the joint
venture has not been prepared using going concern assumption as it is under liquidation. The operations of the joint venture is
not significant to the operations of the Group.
g The following associates have been considered in the preparation of Consolidated Financial Statements of the Group in accordance
with Indian Accounting Standard (Ind AS) 28 “Investments in Associates and Joint Ventures”:
S.No. Name of the Associate Country of Incorporation % of ownership interest
March 31, 2022 March 31, 2021
1 Ashok Leyland Defence Systems Limited India 48.49% 48.49%
2 Mangalam Retail Services Limited India 37.48% 37.48%
3 Lanka Ashok Leyland PLC Sri Lanka 27.85% 27.85%
Rajalakshmi Wind Energy Limited (formerly Ashok Leyland Wind Energy Limited) and Prathama Solarconnect Energy Private Limited, where the
Parent Company holds 26% is not treated as an associate under Ind AS 28, as the Group does not exercise significant influence over the entities.

3.1.3 Additional Information, as required under Schedule III to the Companies Act, 2013 of entities consolidated as Subsidiaries, Joint Ventures
and Associates
S.No. Name of the Entity Net Assets Share in Profit or Loss Share in Other Share in Total
comprehensive income comprehensive income
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Consolidated ` Crores Consolidated ` Crores Consolidated ` Crores Consolidated ` Crores
Net Assets Profit or Profit or Profit or
(Loss) (Loss) (Loss)
Parent Company
1 Ashok Leyland Limited 100.45 7,336.90 (151.09) 541.83 2.56 (3.91) (105.16) 537.92
Indian Subsidiaries
2 Hinduja Leyland Finance Limited and its subsidiaries 56.11 4,097.88 (94.73) 339.71 135.66 (207.50) (25.84) 132.21
3 Global TVS Bus Body Builders Limited 0.50 36.86 0.20 (0.71) (0.03) 0.05 0.13 (0.66)
4 Gulf Ashley Motor Limited 0.15 11.08 2.32 (8.31) 0.01 (0.02) 1.63 (8.33)
5 HLF Services Limited 0.15 11.02 (0.73) 2.61 (0.41) 0.62 (0.63) 3.23
6 Albonair (India) Private Limited 1.00 73.12 (8.62) 30.93 0.03 (0.04) (6.04) 30.89
7 Ashley Aviation Limited # (0.07) (5.23) 1.48 (5.31) 0.00 0.00 1.04 (5.31)
8 Hinduja Tech Limited and its subsidiaries (from 1.22 89.47 (7.87) 28.21 (0.16) 0.25 (5.56) 28.46
February 25, 2021)
9 Vishwa Bus and Coaches Limited (from November 0.40 29.00 0.98 (3.50) (0.01) 0.01 0.68 (3.49)
19, 2020)
10 Gro Digital Platforms Limited (from April 14. 2021) 0.27 19.96 0.01 (0.04) - - 0.01 (0.04)
Foreign Subsidiaries
11 Ashok Leyland (Nigeria) Limited # 0.00 (0.01) 0.47 (1.69) - - 0.33 (1.69)
12 Ashok Leyland (Chile) S.A # 0.00 0.27 0.01 (0.03) - - 0.01 (0.03)
13 Optare PLC UK and its subsidiaries (4.32) (315.89) 100.53 (360.52) (1.97) 3.02 69.88 (357.50)
14 Ashok Leyland (UAE) LLC and its subsidiaries 0.06 4.45 0.27 (0.97) 0.27 (0.42) 0.27 (1.39)
15 Albonair GmbH and its subsidiary 0.38 27.97 (2.30) 8.24 0.25 (0.39) (1.53) 7.85
16 Non controlling Interest in all subsidiaries (17.60) (1,286.27) 20.40 (73.16) (42.09) 64.38 1.71 (8.78)
Associates (Investment as per the equity method)
Indian
17 Ashok Leyland Defence Systems Limited # 0.28 20.49 (0.98) 3.51 0.00 0.00 (0.69) 3.51
18 Mangalam Retail Services Limited # 0.00 0.04 0.00 0.00 - - 0.00 0.00
Foreign
19 Lanka Ashok Leyland PLC 0.31 22.31 (0.98) 3.51 7.01 (10.72) 1.41 (7.21)
Joint Ventures (Investment as per the equity
method)
Indian
20 Ashley Alteams India Limited 0.05 3.76 (0.14) 0.50 (0.02) 0.03 (0.10) 0.53
21 Ashok Leyland John Deere Construction Equipment - - - - - - - -
Company Private Limited (under liquidation)
Sub Total 139.34 10,177.18 (140.77) 504.81 101.10 (154.64) (68.45) 350.17
Add/(Less): Effect of intercompany adjustments / (39.34) (2,873.29) 240.77 (863.42) (1.10) 1.68 168.45 (861.74)
eliminations
Total 100.00 7,303.89 100.00 (358.61) 100.00 (152.96) 100.00 (511.57)
Note:
In case of subsidiaries, the net assets and the profit and loss are as per the Standalone / Consolidated Financial Statements of the
respective entities from the date of acquisition wherever applicable. In case of associates and joint ventures, the share in net assets and
share in profit and loss of the Parent Company are as per the Standalone / Consolidated Financial Statements of the respective entities
from the date of acquisition wherever applicable.
# Amount below rounding off norms adopted by the Group

3.2 Income taxes relating to continuing operations
3.2.1 Income tax recognised in profit or loss
March 31, 2022 March 31, 2021
` Crores ` Crores
Current tax
In respect of the current year
Domestic entities 101.79 127.03
Foreign entities 0.35 0.53
In respect of prior years
Domestic entities 0.51 (64.47)
Foreign entities - -
A 102.65 63.09
Deferred tax
In respect of the current year
Domestic entities (1.44) (118.32)
Foreign entities (15.35) (0.48)
In respect of prior years
Domestic entities - 58.23
Foreign entities - -
B (16.79) (60.57)
Total income tax expense recognised in the Consolidated profit or loss (A + B) 85.86 2.52

March 31, 2022 March 31, 2021
` Crores ` Crores
3.2.2 Income tax expense for the year reconciled to the accounting profit:
Profit before tax
Domestic entities 166.87 67.57
Foreign entities (366.46) (134.65)
Consolidated Loss before tax (199.59) (67.08)
Income tax rate 34.944% 34.944%
Income tax expense (69.74) (23.44)
Effect of income that is taxed at lower rate 221.99 (14.70)
E ffect of exceptional items, benefits recognised upon amalgamation, - 45.69
disallowances and reversals (net)
Effect of exceptional items, disallowances and reversals (net) (131.16) -
Effect of previously unrecognised and unused tax losses (44.44) (4.60)
Effect of concessions and other allowances (29.25) -
E ffect of taxable / deductible temporary differences and tax holiday benefit - (1.24)
relating to earlier years (net)
E ffect of different tax rates of subsidiaries / branches operating in overseas 131.95 53.23
jurisdictions
Effect of other adjustments 6.51 (52.42)
85.86 2.52
djustments recognised in the current year in relation to the current tax of
A - -
prior years
Income tax expense recognised in Consolidated profit or loss 85.86 2.52

March 31, 2022 March 31, 2021
` Crores ` Crores
3.2.3 Income tax recognised in other comprehensive income
Deferred tax:
Arising on income and expenses recognised in other comprehensive income:
F air value remeasurement of hedging instruments entered into for cash flow 5.39 (6.84)
hedges
Gain / (Loss) on fair valuation of loans (relating to financing activities) (70.06) 102.74
Remeasurement of defined benefit obligation (13.75) 2.86
A (78.42) 98.76
Arising on income and expenses reclassified from equity to profit or loss:
Relating to cash flow hedges 6.84 8.17
B 6.84 8.17
Total income tax recognised in other comprehensive income (A+B) (71.58) 106.93
Bifurcation of the income tax recognised in other comprehensive income into:
Items that will not be reclassified to profit or loss (13.75) 2.86
Items that will be reclassified to profit or loss (57.83) 104.07
(71.58) 106.93
3.2.4 Analysis of deferred tax assets / liabilities: ` Crores

March 31, 2022 Opening Recognised Recognised Recognised Other Closing
balance in profit or in other in other adjustments balance
loss comprehensive Equity
income
Deferred tax assets / (liabilities) (net)
Property, plant, and equipment and Intangible Assets - 13.96 - - - 13.96
Right-of-use Asset 0.16 (2.17) - - - (2.01)
Unused tax losses (including unabsorbed depreciation) 5.53 1.81 - - - 7.34
Expenditure allowed upon payments 0.23 0.04 - - - 0.27
Other temporary differences 2.99 4.61 (0.02) - (0.01) 7.57
8.91 18.25 (0.02) - (0.01) 27.13
Deferred tax liabilities / (assets) (net)
Property, plant, and equipment and Intangible Assets 1,040.47 (91.49) - - - 948.98
Right-of-use Asset 10.97 (3.60) - - - 7.37
Lease Liability (10.51) 3.84 - - (0.19) (6.86)
Voluntary retirement compensation scheme (27.86) (0.25) - - - (28.11)
Expenditure allowed upon payments (91.26) 3.83 (13.86) - 0.01 (101.28)
Provision for impairment of financial assets and gain on fair valuation of 89.64 24.89 (70.06) - (0.07) 44.40
loan relating to financing activities (Refer Note below)
Prepaid expenses relating to financing activities 65.17 (4.50) - - - 60.67
Unused tax credit (MAT credit entitlement) (574.06) (10.07) - - (0.72) (584.85)
Cash flow hedges (6.84) - 12.23 - - 5.39
Other temporary differences (19.23) (11.26) 0.09 - 0.85 (29.55)
Unused tax losses / unabsorbed deprectiation (90.40) 90.07 - - - (0.33)
386.09 1.46 (71.60) - (0.12) 315.83

3.2.4 Analysis of deferred tax assets / liabilities: (Contd.)
` Crores
income
Deferred tax assets / (liabilities) (net)
Property, plant, and equipment and Intangible Assets (1.21) 1.21 - - - -
Right-of-use Asset (0.01) 0.17 - - - 0.16
Unused tax losses (including unabsorbed depreciation) 3.63 1.90 - - - 5.53
Expenditure allowed upon payments 0.92 (0.69) - - - 0.23
Other temporary differences 4.38 (1.39) - - - 2.99
7.71 1.20 - - - 8.91
Deferred tax liabilities / (assets) (net)
Property, plant, and equipment and Intangible Assets 1,035.02 5.45 - - - 1,040.47
Right-of-use Asset 15.93 (4.96) - - - 10.97
Lease Liability (14.05) 3.44 - - 0.10 (10.51)
Voluntary retirement compensation scheme (10.85) (17.01) - - - (27.86)
Expenditure allowed upon payments (85.69) (8.32) 2.86 - (0.11) (91.26)
Provision for impairment of financial assets and gain on fair valuation of 17.89 (31.60) 102.74 - 0.61 89.64
loan relating to financing activities [Refer Note below]
Prepaid expenses relating to financing activities - 65.17 - - - 65.17
Unused tax credit (MAT credit entitlement) (574.06) - - - - (574.06)
Cash flow hedges (8.17) - 1.33 - - (6.84)
Other temporary differences (37.45) 18.86 - - (0.64) (19.23)
Unused tax losses / unabsorbed deprectiation - (90.40) - - - (90.40)
338.57 (59.37) 106.93 - (0.04) 386.09
Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their
respective tax bases, unused tax losses and unused tax credits. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be
available against which the deductible temporary differences, unused tax losses and unused tax credits could be utilised. Such deferred tax assets and liabilities are computed
separately for each taxable entity and each taxable jurisdiction.
Note:
` Crores
income
Provision for impairment of financial assets (168.17) 24.89 - - - (143.28)
Gain on fair valuation of loan relating to financing activities 257.81 - (70.06) - (0.07) 187.68
Net Total 89.64 24.89 (70.06) - (0.07) 44.40
` Crores
income
Provision for impairment of financial assets (136.57) (31.60) - - - (168.17)
Gain on fair valuation of loan relating to financing activities 154.46 - 102.74 - 0.61 257.81
Net Total 17.89 (31.60) 102.74 - 0.61 89.64

3.2.5 Unrecognised deductible temporary differences, unused tax losses and unused tax credits
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
- Unused tax losses 1,813.24 1,650.03
- Unused capital losses 71.39 260.40
- Unabsorbed depreciation 0.15 0.12
1,884.78 1,910.55
Notes:
1. These will expire in various years upto 2029-30, (March 21: 2028-29) except unabsorbed depreciation and unused tax loss in
jurisdiction where there is no time limit for expiry.
2. The above are gross amounts on which appropriate tax rates would apply.
3.3 Retirement benefit plans

3.3.1 Defined contribution plans
Payments to defined contribution plans i.e., Group’s contribution to provident fund, superannuation fund, employee state insurance and
other funds are determined under the relevant schemes and / or statute and charged to the Statement of Profit and Loss in the period of
incurrence when the services are rendered by the employees.
In case of group companies operating in foreign jurisdiction, the payments in the form of defined contribution towards pension / social
security schemes is made as per the laws and regulations of local jurisdiction in which the companies operate. These payments are made
to the appropriate authority / entity which is managing the funds / schemes. The assets of the funds / schemes managed by the authorities
/ entities are held separately from that of these group companies and there are no further obligation once the contributions are made.
The total expense recognised in consolidated profit or loss of ` 69.73 crores (2020-21: ` 63.34 crores) represents contribution paid / payable
to these schemes by the Group at rates specified in the schemes.
3.3.2 Defined benefit plans

The Group has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-
sum payment to vested employees at the time of retirement, separation, death while in employment or on termination of employment of
an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service.
The Group accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Group makes annual
contributions to a funded gratuity scheme administered by the Life Insurance Corporation of India / SBI Life Insurance.
Eligible employees of the Group are entitled to receive benefits in respect of provident fund, a defined benefit plan, in which both employees
and the Group make monthly contributions at a specified percentage of the covered employees’ salary. The contributions are made to
the provident fund and pension fund set up as irrevocable trusts by the Group. The interest rates declared and credited by trusts to the
members have been higher than / equal to the statutory rate of interest declared by the Central Government.
Group’s liability towards gratuity (funded) / (unfunded), provident fund, other retirement benefits and compensated absences are actuarially
determined at the end of each reporting period using the projected unit credit method as applicable.
These plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to
the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below
this rate, it will create a plan deficit.
Interest rate risk A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an
increase in the return on the plan’s debt investments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of the
plan participants will increase the plan's liability.
Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

3.3.2 Defined benefit plans (Contd.)
Provident Fund Trust - Actuarial valuation
Group has an obligation to fund any shortfall on the yield of the trust’s investments over the administered interest rates on an annual basis.
The administered rates are determined annually predominantly considering the social rather than the economic factors and in most cases,
the actual return earned by the Group has been higher in the past years. The actuary has provided a valuation for provident fund liabilities
on the basis of guidance issued by the Actuarial Society of India and based on the assumptions provided below.
Provident Fund As at As at
March 31, 2022 March 31, 2021
Remaining term to maturity of portfolio (years) 11.20 11.90
Expected guaranteed interest rate
First year 8.10% 8.50%
Thereafter 8.10% 8.50%
The amount included in the balance sheet arising from the Group’s obligation in respect of its provident fund plan is as follows:
Provident Fund As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Fair Value of Plan asset at the end of the year 1,293.88 1,241.60
Present value of benefit obligation at the end of the year 1,367.99 1,310.79
Net (liability) arising from defined benefit obligation (funded) (74.11) (69.19)
The amount recognised in total comprehensive income and the movement in fair value of plan asset and present value of benefit obligation
pertaining to year ended March 31, 2022 is as follows:
The Net liability is reflected in “Provision for employee benefits” under provisions. [Refer Note 1.29].
Amounts recognised in total comprehensive income in respect of these provident fund are as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Provident Fund
Components of provident fund recognised in profit or loss 52.18 46.99
Actuarial (gain) arising from changes in financial assumptions (0.69) (0.48)
Actuarial (gain) / (loss) arising from experience adjustments (1.98) 46.20
Actuarial (loss) / (gain) on plan assets 2.67 (31.43)
Components of provident fund recognised in other comprehensive income - 14.29
Total 52.18 61.28
The current service cost and the net interest expense for the year are included in “contribution to provident and other funds” and “Salaries
and wages” under employee benefits expense in profit or loss (Refer Note 2.3).

Movements in the present value of the defined benefit obligation were as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Opening defined benefit obligation 1,310.79 1,222.57
Adjustment relating to opening present value obligation 0.21 -
Employer Contribution 42.10 42.89
Employee Contribution 104.83 101.41
Value of Interest Rate Guarantee 5.37 0.75
Benefits paid (180.88) (181.94)
Closing defined benefit obligation 1,367.99 1,310.79

March 31, 2022 March 31, 2021
` Crores ` Crores
Movements in the fair value of the plan assets were as follows:
Opening fair value of plan assets 1,241.60 1,171.77
Actuarial gain / (loss) on plan assets (2.67) 31.43
Benefits paid (180.88) (181.94)
Closing fair value of plan assets 1,293.88 1,241.60
The Group funds the contribution to administered trusts, which manages the plan assets in accordance with provident fund norms.
As at As at
March 31, 2022 March 31, 2021
Central and State Government Securities including Public Sector Undertaking securities 67.00% 63.00%
Corporate Bonds 25.00% 25.00%
Mutual Funds 3.00% 6.00%
Special Deposit Scheme 5.00% 6.00%
Significant actuarial assumptions for the determination of the provident fund are discount rate and interest rate guarantee. The sensitivity
analysis given below has been determined based on reasonably possible changes of the respective assumption occurring at the end of
the reporting period.
March 31, 2022 March 31, 2021
` Crores ` Crores
The Group is sensitive to Interest rate guarantee wherein any increase or decrease in the interest rate by 25 basis points results in an
increase in present value obligation by 0.5% (March 2021: 0.4%) or decrease in present value obligation by 3.0% (March 2021: 2.8%.)

March 31, 2022 March 31, 2021
Gratuity
Discount rate 5.20% to 7.36% 5.20% to 6.82%
Expected rate of salary increase 4.00% to 12.00% 4.00% to 10.00%
Average Longevity at retirement age - past service 2.73 to 16.80 3.28 to 16.10
Average Longevity at retirement age - future service 4.90 to 17.76 4.91 to 18.33
Attrition rate 1.00% to 25.00% 1.00% to 20.00%
Compensated Absences
Discount rate 5.70% to 7.36% 5.20% to 6.82%
Expected rate of salary increase 4.00% to 12.00% 4.00% to 10.00%
Attrition rate 1.00% to 20.00% 1.00% to 20.00%
Other defined benefit plans
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
Amounts recognised in total comprehensive income in respect of these defined benefit plans are as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Gratuity
Net interest expense / (Income) (1.72) (0.15)
Components of defined benefit costs recognised in Consolidated profit or loss (A) 22.50 24.48
Actuarial (gain) / loss on plan assets (2.35) (0.03)
Components of defined benefit costs recognised in other comprehensive income (B) 39.57 (22.63)
Total (A+B) 62.07 1.85
Compensated Absences and other defined benefit plans
Components of defined benefit costs recognised in Consolidated profit or loss 12.70 20.94
The current service cost and the net interest expense for the year are included in ‘’Contribution to provident and other funds’’ and
“Salaries and wages” under employee benefits expense in Consolidated profit or loss [Refer Note 2.3].

The amount included in the Consolidated balance sheet arising from the Group’s obligation in respect of its defined benefit plans is
as follows:
Gratuity As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Fair value of plan assets 422.36 396.79
Net (liability) / asset arising from defined benefit obligation (7.78) 14.32
Funded (6.86) 14.83
Unfunded (0.92) (0.51)
Net (liability) / asset arising from defined benefit obligation (7.78) 14.32
Fair value of plan assets - -
Net liability arising from defined benefit obligation (unfunded) 136.83 133.43
Funded gratuity is reflected in ‘Accrued gratuity’ under other current liabilities / Gratuity asset under other current assets, unfunded
gratuity and Compensated absences is reflected in ‘Others including post retirement benefits’ under provisions. [Refer Notes 1.17,1.23,
1.29 and 1.30]
Movements in the present value of the defined benefit obligation in the current year were as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Gratuity
Adjustment / Addition pursuant to business combination 1.21 3.91

Adjustment / Addition pursuant to business combination 0.20 1.85

Movements in the fair value of plan assets were as follows:

March 31, 2022 March 31, 2021
` Crores ` Crores
Gratuity
Opening fair value of plan assets 396.79 382.82
Addition pursuant to business combination 1.84 3.39
Remeasurements due to actual return on plan assets less interest on plan assets 2.35 0.03
Closing fair value of plan assets 422.36 396.79
The actual return on plan assets was ` 28.56 crores (2020-21: ` 24.63 crores).
Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The
the end of the reporting period, while holding all other assumptions constant.
March 31, 2022 March 31, 2021
` Crores ` Crores
Gratuity
If the expected salary increases / decreases by 50 basis points, the defined benefit
obligation would:
Compensated Absences
If the expected salary increases / decreases by 50 basis points, the defined benefit
obligation would:
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using
the projected unit credit method at the end of each reporting period, which is the same as that applied in calculating the defined benefit
obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.
The Group expects to make a contribution of ` 38.93 crores (March 2021: ` 28.85 crores) to the defined benefit plans (gratuity - funded)
during the next financial year.
The average duration of the benefit obligation (gratuity) is 7.5 years (March 2021: 8 years).

3.4 Earnings per share
March 31, 2022 March 31, 2021
` `
Basic earnings per share (1.22) (0.56)
Diluted earnings per share (1.22) (0.56)
Face value per share 1.00 1.00
3.4.1 Basic and diluted earnings per share

March 31, 2022 March 31, 2021
` Crores ` Crores
Profit for the year attributable to owners of the Parent Company (358.61) (165.23)
March 31, 2022 March 31, 2021
Nos. Nos.
Weighted average number of equity shares used in the calculation of basic earnings per share 2,93,55,27,276 2,93,55,27,276
Adjustments :
Dilutive effect - Number of shares relating to employee stock options 23,15,920 -
Weighted average number of equity shares used in the calculation of diluted earnings per share 2,93,78,43,196 2,93,55,27,276
3.5 Share based payments

3.5.1 Details of employees stock option plan of the Group
The Parent Company has Employees Stock Options Plan (ESOP) scheme granted to employees which has been approved by the shareholders
of the Parent Company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares
of the Parent Company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the
Parent Company on exercise at the exercise price as per the scheme. The options carry neither rights to dividend nor voting rights. Options
can be exercised at any time from the date of vesting to the date of their expiry.
The following share based payment arrangements were in existence during the current or prior year:
Option series Number Grant date Expiry date Exercise price Fair value at
` grant date `
ESOP 3 (Refer Note below) 20,00,000 July 19, 2017 July 19, 2027 83.50 57.42
ESOP 4 (Refer Note below) 10,00,000 November 13, 2018 November 13, 2028 109.00 55.47
ESOP 5 (Refer Note below) 1,31,00,000 March 20, 2019 March 20, 2030 91.40 40.19
ESOP 6 (Refer Note below) 70,10,000 February 11, 2020 February 11, 2031 82.90 38.58
ESOP 1 & ESOP 2 have got vested / lapsed before April 1, 2019. ESOP 4, a portion of ESOP 5 and ESOP 6 has got lapsed / forfeited during
the year ended March 31, 2022.
Note:
Under ESOP 3 and ESOP 5 shares vest on varying dates within the expiry date mentioned above with an option life of 5 years after vesting.
3.5.2 Fair value of share options granted during the year

There are no options granted during the year by the Parent Company. The weighted average fair value of the stock options granted during
the financial year is ` Nil (2020-21: ` Nil). Options granted in the earlier years were priced using a binomial option pricing model. Where
relevant, the expected life used in the model has been adjusted based on Management’s best estimate for the effects of non-transferability,
exercise restrictions and behavioural considerations. Expected volatility is based on the historical share price volatility.

3.5 Share based payments (Contd.)
3.5.3 Movements in share options during the year
Year ended Weighted Year ended Weighted

March 31, 2022 average exercise March 31, 2021 average exercise
Numbers price Numbers price
Opening at the beginning of the year 2,27,10,000 88.99 2,27,10,000 88.99
Granted during the year - - - -
Forfeited / Lapsed during the year 99,40,000 87.18 - -
Exercised during the year - - - -
Balance at the end of the year 1,27,70,000 90.41 2,27,10,000 88.99
Weighted average share price on date of exercise of option ` Nil (2021: Nil).
3.5.4 Share options vested but not exercised during the year
ESOP 3: 4,00,000 options (Year ended March 31, 2021: ESOP 3: 4,00,000 options and ESOP 4: 2,00,000 options)
3.5.5 Share options outstanding at the end of the year

The share options outstanding at the end of the year had a weighted average exercise price of ` 90.41 (as at March 31, 2021: ` 88.99) and
a weighted average remaining contractual life of 6.58 years (as at March 31, 2021: 7.93 years).
3.6 Financial Instruments

3.6.1 Capital management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return
to stakeholders through the optimisation of the debt and equity balance.
The Group determines the amount of capital required on the basis of annual master planning and budgeting and five year’s corporate plan
for working capital, capital outlay and long-term product and strategic involvements. The funding requirements are met through equity,
internal accruals and a combination of both long-term and short-term borrowings.
The Group monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of the Group.
` Crores
March 31, 2022 March 31, 2021
Debt (long-term and short-term borrowings and lease liabilities net off effective interest rate 24,145.02 24,077.17
adjustment)*
Total equity 8,590.16 9,130.30
Debt equity ratio 2.81 2.64
* includes borrowing in relation to financing activity 19,595.37 19,475.50
The capital adequacy ratio relating to subsidiaries engaged in financing activities is 18.71% (March 2021: 17.98%).
The quarterly returns or statements of current assets filed by the Group with Banks and Financial Institutions are in agreement with the
books of account.
The Group is required to comply with certain covenants under the facility agreements executed for its borrowings, which were either
complied or consent obtained for continuing the facility.
3.6.2 Financial risk management

In course of its business, the Group is exposed to certain financial risks that could have significant influence on the Group’s business and
operational / financial performance. These include market risk (including currency risk, interest rate risk and other price risk), credit risk and
liquidity risk.
The respective Company’s Board approves risk management framework and policies for managing these risks and monitor suitable mitigating
actions taken by the management to minimise potential adverse effects and achieve greater predictablity to earnings.
In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors and
manages through an analysis of the exposures by degree and magnitude of risks.
The Group uses derivative financial instruments to hedge risk exposures in accordance with the Group’s policies as approved by the board
of directors.
(A) Market risk
Market risk represents changes in market prices, liquidity and other factors that could have an adverse effect on realisable fair values or
future cash flows to the Group. The Group’s activities exposes it primarily to the financial risks of changes in foreign currency exchange rates
and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.

3.6 Financial Instruments (Contd.)
(1) Foreign currency risk management:
The Group undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The Group
actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, through a centralised
treasury division and uses derivative instruments such as foreign currency forward contracts and currency swaps to mitigate the risks from
such exposures. The use of derivative instruments is subject to limits and regular monitoring by Management.
The carrying amounts of Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period
are as follows:
As on March 31, 2022 (all amounts are in equivalent ` Crores):

USD 979.63 815.20 164.43 284.47 190.62 93.85 (70.58)

EUR 63.95 42.18 21.77 3.11 0.29 2.82 (18.95)
GBP 0.65 - 0.65 2.35 1.56 0.79 0.14
JPY 2.99 1.64 1.35 - - - (1.35)
SGD 153.69 153.69 - - - - -
CAD - - - 1.73 0.38 1.35 1.35
Others 6.52 - 6.52 21.53 - 21.53 15.01
As on March 31, 2021 (all amounts are in equivalent ` Crores):

USD 1,062.09 846.54 215.55 224.17 130.95 93.22 (122.33)

EUR 93.81 45.93 47.88 12.47 0.92 11.55 (36.33)
GBP 0.61 - 0.61 0.39 - 0.39 (0.22)
JPY 1.85 - 1.85 - - - (1.85)
SGD 149.29 149.03 0.26 - - - (0.26)
Others 5.83 - 5.83 56.67 - 56.67 50.84
Foreign currency sensitivity analysis:

Movement in the functional currencies of the various operations of the Group against major foreign currencies may impact the Group’s
revenues from its operations. Any weakening of the functional currency may impact the Group’s export proceeds, import payments and cost
of borrowings.
The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency
and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents Management’s assessment
of the reasonably possible change in foreign exchange rates.
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and
the impact on the other components of equity arises from foreign currency forward contracts designated as cash flow hedges. The following
table details the Group’s sensitivity movement in increase / decrease in foreign currency exposures (net):

` Crores
USD impact
March 31, 2022 March 31, 2021
Equity 1.34 2.45
EUR impact
March 31, 2022 March 31, 2021
Equity 0.37 0.73
GBP impact
March 31, 2022 March 31, 2021
Profit or loss# 0.00 0.00
Equity# 0.00 0.00
JPY impact
March 31, 2022 March 31, 2021
Equity 0.03 0.04
CAD impact
March 31, 2022 March 31, 2021
Equity 0.03 0.01
SGD impact
March 31, 2022 March 31, 2021
Equity - 0.01
Impact of other currencies

March 31, 2022 March 31, 2021
Equity 0.30 1.02

The following table details the foreign currency forward contracts outstanding at the end of the reporting period:
March 31, 2022 Foreign currency Notional Fair value Maturity date Hedge Weighted Average
(in Crores) value assets / ratio rate
(` Crores) (liabilities)*
(` Crores)
Cash flow hedges:
Sell USD - Buy INR USD 0.43 32.21 0.47 May 2022 1:1 USD 1 : INR 77.37
Buy USD - Sell INR USD 0.20 15.16 (0.25) May 2022 1:1 USD 1 : INR 77.50
Buy EUR - Sell INR EUR 0.20 16.84 (0.06) May 2022 1:1 EUR 1 : INR 85.22
Fair value hedges:
Sell USD - Buy INR USD 2.64 199.83 (0.21) April 2022- December 2022 1:1 USD 1 : INR 75.94
Buy EUR - Sell INR EUR 0.50 42.18 (4.64) April 2022 - March 2023 1:1 EUR 1 : INR 97.36
Buy JPY - Sell INR JPY 2.64 1.64 # April 2022 1 : 1 JPY 1 : INR 0.62
Sell EUR - Buy INR EUR 0.01 1.01 0.02 December 2022 1 : 1 EUR 1 : INR 86.20
Sell GBP - Buy INR GBP 0.02 1.49 0.07 December 2022 1 : 1 GBP 1 : INR 101.30
Sell CAD - Buy INR CAD 0.01 0.73 0.01 June 2022 1 : 1 CAD 1 : INR 60.85
March 31, 2021 ch 31, Foreign currency Notional Fair value Maturity date Hedge Weighted
2021 (in Crores) value assets ratio Average rate
(` Crores) (liabilities)*
(` Crores)
Fair value hedges:
Buy USD - Sell INR USD 1.57 115.00 (1.07) April 2021 - June 2022 1 : 1 USD 1 : INR 75.42
Sell USD - Buy INR USD 1.79 130.95 0.17 April 2021 - June 2021 1 : 1 USD 1 : INR 73.64
Sell EUR - Buy INR EUR 0.01 0.92 0.03 May 2021 1 : 1 EUR 1 : INR 89.51
Buy EUR - Sell INR EUR 0.54 45.93 (1.72) May 2021 - March 2023 1 : 1 EUR 1 : INR 97.07
* included in the balance sheet under ‘Current-other financial assets’ and ‘Non Current & Current-other financial liabilities’. [Refer notes
1.15, 1.21 and 1.27]
(2) Interest rate risk management:

The Group is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The risk is managed
by the Group by maintaining an appropriate mix between fixed and floating rate borrowings by the use of interest rate swap contracts.
Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective
hedging strategies. Further, in appropriate cases, the Group also effects changes in the borrowing arrangements to convert floating
interest rates to fixed interest rates.
The exposure of the group’s borrowings to interest rate changes at the end of the reporting period are as follows:
March 31, 2022 March 31, 2021

` Crores ` Crores
Variable rate Borrowings 18,370.18 18,555.41
Fixed rate Borrowings * 5,507.74 5,277.19
23,877.92 23,832.60
* includes variable rate borrowings amounting to ` 910.16 crores (March 31, 2021: ` 878.93 crores) subsequently converted to fixed
rate borrowings through swap contracts
f the above, variable rate borrowings amounting to ` 17,006.57 crores (March 31, 2021: ` 16,869.55 crores) and fixed rate borrowings
O
amounting to ` 2,549.57 crores (March 31, 2021: 2,605.95 crores) relates to financing activity.

Interest rate sensitivity analysis
(a) For business other than financing activities:
The sensitivity analysis given below has been determined based on the exposure to interest rates at the end of the reporting
period. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability as at the end of the
reporting period was outstanding for the whole year. Interest rate sensitivity is performed at 25 basis points, as these rates are
used by the Management regularly in assessing the reasonable possible changes in the interest rates.
If interest rates had been 25 basis points higher / lower, the Group’s profit / loss for the year ended March 31, 2022 would
decrease / increase by ` 3.41 crores (2020-21: decrease / increase by ` 4.21 crores). This is mainly attributable to the Group’s
exposure to interest rates on its variable rate borrowings.
(b) For business relating to financing activities:
The sensitivity analysis given below has been determined based on the exposure to interest rates for non-derivative instruments
at the end of the reporting period. The weighted average interest rate on variable rate borrowing is around 7.58% p.a (March
31, 2021: 8.29% p.a). For floating rate liabilities, the analysis is prepared assuming that the amount of the liability as at the end
of the reporting period was outstanding for the whole year. Interest rate sensitivity is performed at 25 basis points, as these
rates are used by the Management regularly in assessing the reasonable possible changes in the interest rates.
If interest rates had been 25 basis points higher / lower and all other variables were held constant, the Group’s profit for the
year ended March 31, 2022 would decrease / increase by ` 48.89 crores (2020-21: decrease / increase by ` 41.30 crores). The
corresponding impact on profit after tax and equity is ` 36.58 crores (2020-21 ` 30.90 crores). This is mainly attributable to the
Group’s exposure to interest rates on its variable rate borrowings.
All the financial assets except housing loans are fixed rate instruments. In relation to housing loans the interest rate sensitivity analysis
are provided below.
March 31, 2022 March 31, 2021
` Crores ` Crores
Increase / decrease of 100 basis points for Housing loans 28.63 19.09
(3) Foreign currency and interest rate sensitivity analysis for swap contracts:
The Group has taken foreign currency and interest rate swap (FCIRS) contracts for hedging its foreign currency and interest rate
risks related to certain external commercial borrowings.The mark-to-market gains / (loss) as at March 31, 2022 is ` 39.89 crores
(March 31, 2021 ` (8.95) crores). If the foreign currency movement is 2% higher / lower and interest rate movement is 200 basis points
higher / lower with all other variables remaining constant, the Group’s profit for the year ended March 31, 2022 would approximately
decrease / increase by ` Nil (year ended March 31, 2021: decrease / increase by ` Nil).
(4) Equity price risk:
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of
some of the Group’s investments exposes the Group to equity price risks. In general, these securities are not held for trading purposes.
(B) Credit risk
(a) For businesses other than financing activities:
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The
Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate,
as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are
continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit
evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The
Group’s trade and other receivables, consists of a large number of customers, across geographies, hence the Group is not exposed to
concentration risk except in case of a STU in relation to the Parent Company.
The Group makes a loss allowance using simplified approach for expected credit loss and on a case to case basis.
Expected credit loss for other than trade receivables has been assessed and based on life-time expected credit loss, loss allowance
provision has been made.The ageing on trade receivable is given in note 1.12.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high
credit-ratings.

(b) For business relating to financing activities:
Credit Risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The
Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate,
as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are
continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Receivables
consist of a large number of customers, spread across diverse categories of products. Ongoing credit evaluation is performed on the
financial condition of accounts receivable and, where appropriate, credit guarantee cover is taken. The Group does not have a credit
risk to an individual customer in excess of 5%. The Group’s concentrations of risk are managed by client / counterparty and industry
sector. The following table shows the risk concentration by industry for the significant components of the financial assets:
` Crores
Particulars As at March 31, 2022 As at March 31, 2021

Financial Retail and Total Financial Retail and Total
services wholesale services wholesale
Investments 1,176.25 - 1,176.25 815.93 - 815.93
Loans 1,004.37 20,763.15 21,767.52 1,413.04 20,286.11 21,699.15
The Group considers a financial instrument defaulted and therefore Stage 3 (credit-impaired) for ECL calculations in all cases when
the borrower becomes 90 days past due on its contractual payments. The Group runs models for its key portfolios which incorporate
both qualitative and quantitative information and, in addition to information specific to the borrower, utilise supplemental external
information that could affect the borrower’s behaviour. Probability of Defaults (PD) are then adjusted for Ind AS 109 ECL calculations
to incorporate forward looking information and the Ind AS 109 Stage classification of the exposure.
The exposure at default (EAD) represents the gross carrying amount of the financial instruments subject to the impairment
calculation, addressing both the client’s ability to increase its exposure while approaching default and potential early repayments too.
To calculate the EAD for a Stage 1 loan, the Group assesses the possible default events within 12 months for the calculation of the
12 month ECL.For Stage 2 and Stage 3 financial assets, the exposure at default is considered for events over the lifetime of the
instruments.
The Group determines EADs by modelling the range of possible exposure outcomes at various points in time, corresponding the
multiple scenarios.
The accounts which were restructured under the Resolution Framework for COVID-19 related stress as per RBI circular dated August
06, 2020 (Resolution Framework 1.0) and May 05, 2021 (Resolution Framework 2.0) were initially classified under Stage 2.
The credit risk assessment is based on a standardised Loss Given Default (LGD) assessment framework that results in a certain LGD
rate. These LGD rates take into account the expected EAD in comparison to the amount expected to be recovered or realised from any
collateral held. The Group segments its lending products into smaller homogeneous portfolios. The applied data is based on historically
collected loss data and involves a wider set of transaction characteristics (e.g., product type, wider range of collateral types) as well as
borrower characteristics. Further recent data and forward-looking economic scenarios are used in order to determine the Ind AS 109
LGD rate for each group of financial instruments. When assessing forward-looking information, the expectation is based on multiple
scenarios.
Expected credit loss provision matrix for financing activities is as follows:
March 31, 2022 March 31, 2021

Ageing (weighted average across various portfolios) Staging Provisions Expected Credit Expected Credit
Loss % Loss %
0-30 days past due Stage 1 12 month provision 0.15% 0.25%
30-90 days past due Stage 2 Life time provision 3.86% 2.33%
More than 90 days past due Stage 3 Life time provision 41.38% 48.65%

Grouping
As per Ind AS 109, the Group is required to group the portfolio based on the shared risk characteristics. The Group has assessed the risk and
its impact on the various portfolios and has divided the portfolio into Two wheeler loans, Commercial vehicle loans, Loan against property,
Construction equipments and Three wheeler loans. The below table represents gross exposures excluding the value of the underlying
collaterals.
Expected credit loss for loans and investments relating to financing activity
` Crores
Particulars March 31, 2022
Stage 1 Stage 2 Stage 3 Total
Investments
Estimated gross carrying amount at default 1,176.47 - - 1,176.47
Expected probability of default - - - -
Expected credit losses (0.22) - - (0.22)
Carrying amount net of impairment provision 1,176.25 - - 1,176.25
Loans
Estimated gross carrying amount at default 15,631.50 5,471.10 1,440.81 22,543.41
Expected probability of default 0.03% to 4.64% 1.67% to 52.91% 100% 0.03% to 100%
Expected credit losses (25.91) (298.12) (510.62) (834.65)
Carrying amount net of impairment provision 15,605.59 5,172.98 930.19 21,708.76
Particulars March 31, 2021

Stage 1 Stage 2 Stage 3 Total
Investments
Estimated gross carrying amount at default 816.09 - - 816.09
Expected probability of default - - - -
Expected credit losses (0.16) - - (0.16)
Carrying amount net of impairment provision 815.93 - - 815.93
Loans
Estimated gross carrying amount at default 17,075.01 3,969.17 1,477.36 22,521.54
Expected probability of default 0.03% to 3.71% 1.66% to 33.49% 100% 0.03% to 100%
Expected credit losses (44.26) (90.81) (713.29) (848.36)
Carrying amount net of impairment provision 17,030.75 3,878.36 764.07 21,673.18
Movement in Credit loss allowance for loans and investments relating to financing activity
` Crores
Particulars Stage 1 Stage 2 Stage 3 Total
Balance as at April 1, 2020 34.27 11.64 858.16 904.07
Assets derecognised or repaid 15.14 2.00 145.81 162.95
Assets originated or purchased 14.53 0.83 6.35 21.71
Change in the measurement from 12 month to life time (11.75) 76.34 (21.77) 42.82
expected losses and vice versa
Write offs (7.93) - (275.26) (283.19)
Balance as at March 31, 2021 44.26 90.81 713.29 848.36
Assets derecognised or repaid (3.27) (3.00) (105.55) (111.82)
Assets originated or purchased 11.05 26.09 4.55 41.69
Change in the measurement from 12 month to life time (26.13) 184.22 197.34 355.43
expected losses and vice versa
Write offs - - (299.01) (299.01)
Balance as at March 31, 2022 25.91 298.12 510.62 834.65
The Credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings.

Concentration of credit risk for financing activities
The subsidiaries engaged in financing activities monitors concentration of credit risk as below:
Particulars Type of counter party As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Concentration by type of loan:
- Commercial and other vehicles Retail 14,725.67 16,300.12
- Loan against property Retail 3,108.99 2,360.76
- Housing loans Retail 3,704.38 2,447.61
- Term loans Corporate 1,004.37 1,413.05
Total 22,543.41 22,521.54
In India 22,543.41 22,521.54
Outside India - -
The subsidiaries engaged in financing activities has considered macro economic factors such as Gross Domestic Product and Industrial
Production for calculation of Probability of Default (PD). RBI vide Circular dated November 12, 2021 - “Prudential norms on Income
Recognition, Asset Classification and Provisioning (IRACP) pertaining to Advances - Clarifications” has clarified / harmonised certain aspects
of extant regulatory guidelines with a view to ensuring uniformity in the implementation of IRACP norms across all lending institutions.
The subsidiaries engaged in financing activities are taking necessary steps to comply with the norms / changes for regulatory reporting,
with effect from October 01, 2022 as clarified vide circular dated February 15, 2022. Such clarifications/ harmonisation has no impact on
the financial statements for the year ended March 31, 2022, as the subsidiaries engaged in financing activities continues to prepare the
financial statements in accordance with the applicable Ind-AS guidelines and the RBI Circular dated March 13, 2020 - “lmplementation of
Indian Accounting Standards”. In addition to the above these subsidiaries make investments in pass through securities, debentures, funds,
and security receipts all of which are exposures to other financial institutions in India. The exposure to such parties as at March 31, 2022
and March 31, 2021 are ` 1,176.25 crores and ` 815.93 crores respectively.
Exposure to credit risk
T he carrying amount of financial assets represents the maximum credit exposure. The maximum exposure is the total of the carrying
amount of balances with banks, short term deposits with banks, trade receivables, margin money and other financial assets excluding equity
investments.
Changes in objectives, policies and processes for managing the risk for financing activities
There is no significant changes as compared to the previous year in the objectives, policies and processes followed by the Group for
managing the risk.
nder Ind AS 109, all financial assets need to be assessed based on their cash flow characteristics and the business model in which they are
U
held in order to determine their classification. On the basis of such assessment, in the previous year, the Group had classified and measured
loan to customers at amortised cost. This was on the basis that the assignment transactions are generally insignificant and outliers in the
context of transactions to meet capital adequacy norms on one-off basis cannot be considered to vitiate the business model.
As at April 1, 2018, the Group reassessed its business model and concluded that loan to customers excluding two wheeler, three wheeler and
tractor loans, are not intended to be held for maturity. Accordingly, loan to customers originating after April 1, 2018 have been accounted
at Fair Value Through Other Comprehensive Income (‘FVTOCI’).
Offsetting of cash and cash equivalents to borrowings as per the consortium agreement is available only to the bank in the event of a
default. Group does not have the right to offset in case of the counter party’s bankruptcy, therefore, these disclosures are not required.
(C) Liquidity risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity risk management is to maintain
sufficient liquidity and ensure that funds are available for use as per requirements. The Group has obtained fund and non-fund based
working capital limits from various banks. Furthermore, the Group has access to funds from debt markets through commercial paper
programs, non-convertible debentures, and other debt instruments. The Group invests its surplus funds in bank fixed deposit and mutual
funds, which carry minimal mark-to-market risks.

The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
March 31, 2022 March 31, 2021
` Crores ` Crores
From Banks
- Secured 9,525.36 9,467.82
- Unsecured 786.73 481.46
Total 10,312.09 9,949.28
F urther to the above, the Parent Company has an option to issue commercial paper for an amount of ` 2,000 crores (March 31, 2021
` 1,750 crores). The Group also constantly monitors funding options available in the debt and capital markets with a view to maintaining
financial flexibility.
The table below summarises the maturity profile remaining contractual maturity period at the balance sheet date for its non-derivative
financial liabilities based on the undiscounted cash flows.
` Crores
st
Due in 2 to 5 year
nd th
Due after 5 year
th
Total
Trade payables 7,249.91 - - 7,249.91
Other financial liabilities 961.87 138.15 - 1,100.02
Borrowings 9,006.51 14,763.16 910.31 24,679.98
17,276.86 15,047.85 985.40 33,310.11
` Crores
March 31, 2021 Due in 1st year Due in 2nd to 5th year Due after 5th year Total
Trade payables 5,346.23 - - 5,346.23
Other financial liabilities 1,055.82 98.92 - 1,154.74
Borrowings 8,591.75 14,030.96 905.18 23,527.89
15,041.49 14,244.74 985.62 30,271.85
As there is no expected credit loss on the financial guarantees given to group companies, the Parent Company has not recognised a liability
towards financial guarantee as at the end of the reporting period. Accordingly, not included in the above table.
The table below summarises the maturity profile for its derivative financial liabilities based on the undiscounted contractual net cash inflows
and outflows on derivative liabilities that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that
require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been determined by reference to
the projected interest rates as illustrated by the yield curves at the end of the reporting period.
` Crores
March 31, 2022 Due in 1st year Due in 2nd to 5th year Carrying amount
Foreign exchange forward contracts 6.52 - 6.52
6.86 5.05 11.91
` Crores
st
Due in 2 to 5 year
nd th
Carrying amount
Foreign exchange forward contracts 0.58 2.28 2.86
9.18 21.98 31.16

3.6.3 Categories of Financial assets and liabilites: ` Crores
As at As at
March 31, 2022 March 31, 2021
Financial assets
Investments (net of impairment) 1,176.25 815.93
Investments - Accounted for using equity method 46.60 41.28
Cash and cash equivalents 2,030.96 1,481.04
Other bank balances 68.48 297.49
Trade receivables (net of allowance) 3,278.79 3,021.22
Loans (net of allowance) 11,480.85 11,147.33
Others (net of allowance) 1,274.01 1,600.93
b. Mandatorily measured at fair value through profit or loss (FVTPL) / Other Comprehensive
Income (OCI):
Investments 1,429.27 238.42
Loans (net of allowance)* 10,227.91 10,525.85
Derivatives designated as hedging instruments 46.01 19.62
Borrowings 23,939.35 23,890.11
Other financial liabilities 1,319.35 1,341.55
Lease Liabilities 205.67 187.06
b. Mandatorily measured at fair value through profit or loss (FVTPL) / Other Comprehensive
Income (OCI):
Derivatives designated as hedging instruments 11.91 31.16
*These are loans relating to financing activities which are measured at fair value through OCI (recurring fair value measurements -
Level 3) and the fair value loss accounted during the year amounts to ` 278.36 crores (March 31, 2021: Gain ` 408.18 crores).
3.6.4 Fair value measurements:
(A) Financial assets and liabilities that are not measured at fair values but in respect of which fair values are as follows:
The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the
same as their fair values, due to their short-term nature. The fair values for loans, security deposits were calculated based on cash
flows discounted using a current lending rate. The fair values of non-current borrowings are based on discounted cash flows using a
current borrowing rate. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair
values except for the following:
` Crores
March 31, 2022 March 31, 2021
Carrying amount Fair value Carrying amount Fair value
Financial assets
Financial assets held at amortised cost:
- Investments relating to financing activities 1,176.25 1,176.25 815.93 860.71
- Loans relating to financing activities 11,480.85 12,383.25 11,173.30 12,220.82
- ther financial assets relating to financing
O 436.49 436.49 672.31 729.45
activities
Financial liabilities held at amortised cost:
- Redeemable non-convertible debentures 1,328.16 1,328.16 1,254.32 1,254.32
(relating to financing activities)
- Subordinated redeemable non-convertible 1,221.41 1,221.41 1,351.63 1,351.63
debentures and loans (relating to financing
activities)
- Term loans (relating to financing activities) 17,006.57 17,006.57 16,113.92 16,113.92

` Crores
Fair value hierarchy as at March 31, 2022
Level 1 Level 2 Level 3 Total
Financial assets
- Investments relating to financing activities 30.02 - 1,146.23 1,176.25
- Loans relating to financing activities - - 12,383.25 12,383.25
- Other financial assets relating to financing activities - - 436.49 436.49
- Redeemable non-convertible debentures - 1,328.16 - 1,328.16
- Subordinated redeemable non-convertible - 1,221.41 - 1,221.41
activities)
- Term loans (relating to financing activities) - - 17,006.57 17,006.57
` Crores
Fair value hierarchy as at March 31, 2021
Level 1 Level 2 Level 3 Total
Financial assets
- Investments relating to financing activities 38.07 - 822.64 860.71
- Loans relating to financing activities - - 12,220.82 12,220.82
- Other financial assets relating to financing activities - - 729.45 729.45
- Redeemable non-convertible debentures - 1,254.32 - 1,254.32
- Subordinated redeemable non-convertible - 1,351.63 - 1,351.63
activities)
- Term loans (relating to financing activities) - - 16,113.92 16,113.92
The fair values of the financial liabilities included in the level 2 and level 3 categories have been determined in accordance with generally
accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the
credit risk of counterparties.
Discounted cash flow method has been used to determine the fair value. The discounting factor used has been arrived at after adjusting
the rate of interest for the financial assets by the differences in the rates from date of initial recognition to the reporting dates.
The carrying value and fair value of investments and loans at amortised cost is net of ECL provision.
The significant inputs were:
a) the estimate of cash flows; and
b) the discount rate to compute the present value of the future expected cash flows.
A decrease in the estimated cash inflows in isolation would result in a significant decrease in the fair value.

(B) Financial assets and financial liabilities that are measured at fair value on a recurring basis as at the end of each reporting
period:
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The
following table gives information about how the fair values for material financial assets and material financial liabilities have been
determined (in particular, the valuation technique(s) and inputs used).
Financial assets / financial liabilities Fair value as at Fair value Valuation technique(s) and key input(s)
hierarchy
March 31, March 31,
2022 2021
Derivative instruments, i.e. forward Assets – Assets – Level 2 Discounted future cash flows which are estimated based
foreign currency contracts, currency ` 46.01 ` 19.62 on forward exchange rates (from observable forward
and interest rate swaps crores; and crores; and exchange rates at the end of the reporting period) and
Liabilities – Liabilities – contract forward rates, discounted at a rate that reflects
` 11.91 ` 31.16 the credit risk of the Group / various counterparties.
crores crores
Further, in case of swap contracts, the future estimated
cash flows also consider forward interest rates (from
observable yield curves at the end of the reporting
period) and contract forward rates, discounted at a
rate that reflects the credit risk of the Group / various
counterparties.
Financial assets / Fair value as at Fair Valuation technique(s) Significant unobservable Relationship of
financial liabilities value and key input(s) input(s) unobservable
hierarchy inputs to fair
value
March 31, March 31,
2022 2021
Investments in ` 1,298.05 ` Nil Level 1 Net assets value in an Not applicable Not applicable
mutual funds crores active market
Investments Preference Preference Level 3 Income approach – in The significant inputs A slight decrease
in unquoted shares of: shares of: this approach, the were: in the estimated
preference shares discounted cash flow cash inflows
Ashok Leyland Ashok Leyland method used to capture a) the estimated in isolation
Defence Defence the present value of cash flows from the would result
Systems Systems the expected future dividends on these in a significant
Limited - Limited - ` 6.73 economic benefits to preference shares decrease in the
` 6.89 crores crores (Refer be derived from the and the redemption fair value.
(Refer Note Note 1.3) ownership of these proceeds on maturity; (Note 2)
1.3) preference shares and
b) the discount rate to

compute the present
value of the future
expected cash flows
Loans relating to ` 10,227.91 ` 10,525.85 Level 3 Income approach – in The significant inputs A slight decrease
financing activities crores crores this approach, the were: in the discount
discounted cash flow rate used
method used to capture a) the estimated cash would result
the present value of flows, and in a significant
the expected future increase in the
economic benefits b) the discount rate to fair value.
compute the present (Note 5)
value of the future
expected cash flows

Financial assets / Fair value as at Fair Valuation technique(s) Significant unobservable Relationship of
financial liabilities value and key input(s) input(s) unobservable
hierarchy inputs to fair
value
March 31, March 31,
2022 2021
Investments Equity shares Equity shares Level 3 Income approach – in The significant inputs A slight decrease
in unquoted of: of: this approach, the were: in the estimated
equity shares & discounted cash flow cash inflows
Investment in Hinduja Hinduja Energy method was used to a) the estimated cash in isolation
special limited Energy (India) (India) Limited - capture the present flows; and would result
partnership Limited - ` 188.46 crores value of the expected in a significant
` 81.33 crores future economic b) the discount rate to decrease in the
Others - benefits to be derived compute the present fair value.
Others -
` 49.96 crores from the ownership value of the future (Note 3 & 4)
` 49.89 crores
(Refer Note of these equity expected cash flows
(Refer Note
1.3) instruments
1.3)
During the year the
valuation technique
has changed from a
combination of Net
Asset Value (Realizable
value) approach and
Income approach
(with equal weightage
to each approach) in
the previous year to
Income approach in the
current year on account
of greater certainty /
improved visibility of
future cash flows due
to the Supreme Court
Judgement received in
February 2022.
Notes:
1) There were no transfers between Level 1, 2 and 3 during the year.
2) Other things remaining constant a 5% increase / decrease in the WACC or discount rate used would decrease / increase the fair value
of the unquoted preference shares by ` 1.73 crores / ` 2.61 crores (as at March 31, 2021: ` 1.79 crores / ` 2.77 crores).
3) Other things remaining constant, a 50 basis points increase / decrease in the WACC or discount rate used would decrease / increase
the fair value of the unquoted equity instruments by ` 12.96 crores / ` 13.70 crores (as at March 31, 2021: ` 8.56 crores / ` 9.78
crores).
4) Other things remaining constant, a 5% increase/ decrease in the revenue would increase/ decrease the fair value of the unquoted
equity instruments by ` 44.82 crores / ` 44.76 crores (as at March 31, 2021: ` 5.50 crores / ` 4.89 crores).
5) A 100 basis points increase / decrease in the discount rate used would decrease / increase the fair value of loans relating to financing
activities by ` 189.38 crores / ` 196.57 crores (as at March 31, 2021: ` 194.72 crores / ` 201.84 crores).
6) Gain / loss recognised in profit or loss included in other income (Refer Note 2.2) arising from fair value measurement of Level 3
financial assets is gain of ` 0.18 crores (2020-2021: loss of ` 4.61 crores). The Group has also recorded a fair value loss of ` 107.13
crores in equity investment of Hinduja Energy (India) Limited and presented the same under exceptional items in Note 2.7.
3.6.5 Transfer of financial assets relating to financing activities:

The Group transfers finance receivables in securitization transactions. In such transactions, the Group surrenders control over the receivables,
though it continues to act as an agent for the collection and monitoring of the receivables. The Group also provides credit enhancements
to the transferee in respect of securitization transactions on account of which the Group continues to have the obligation to pay to the
transferee, limited to the extent of credit enhancements even if it does not collect the equivalent amounts from the original assets and
accordingly continues to retain substantially all risks and rewards associated with the receivables.

During the year ended March 31, 2022, the Group securitised loans with an aggregate carrying amount of ` Nil (March 31, 2021: ` Nil) to
various special purpose vehicles (SPV) for cash proceeds of ` Nil (March 31, 2021: ` Nil) . As the Group has not transferred the significant
risks and rewards relating to these loans, it continues to recognise the full carrying amount of the loans and has recognised the cash received
on the transfer as a secured borrowing.
As at March 31, 2022, the carrying amount of these loans that have been transferred but have not been derecognised amounted to ` 89.34
crores (March 31, 2021: ` 246.35 crores) and the carrying amount of the associated liability is ` 89.34 crores (March 31, 2021: ` 246.35
crores).
3.6.6 Collateral and other credit enhancements related disclosures for financing activities:
The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are in place covering
the acceptability and valuation of each type of collateral. The main types of collateral obtained are vehicles, loan portfolios and mortgaged
properties based on the nature of loans. Management monitors the market value of collateral and will request additional collateral in
accordance with the underlying agreement. The Group advances loan to maximum extent of 70% of the value of the mortgaged properties
and 100% in case of vehicles respectively.
3.7 Revenue from contracts with customers:

3.7.1 Disaggregated revenue information

March 31, 2022 March 31, 2021
` Crores ` Crores
Type of goods and service
a) Sale of products
22,300.65 15,836.19
b) Sale of services
- Freight and Insurance 353.90 275.33
- Annual Maintenance Contracts (AMC) 226.42 165.87
- IT and engineering services 225.63 13.41
- Others (includes warranty services) 146.88 241.30
952.83 695.91
- Others 9.10 11.37
85.94 59.27
India 20,155.56 14,173.28
Outside India 2,824.52 2,117.74

3.7 Revenue from contracts with customers: (Contd.)
` Crores
Timing of revenue recognition Year ended March 31, 2022 Year ended March 31, 2021
Particulars At a point in Over a period of At a point in time Over a period of
time time time
- Sale of products and other operating revenue 22,377.49 - 15,884.09 -
- Sale of Services - Freight and Insurance - 353.90 - 275.33
- Sale of Services - IT and engineering - 225.63 - 13.41
- Sale of Services - AMC and Others (includes
warranty services) 55.09 327.31 59.22 359.32
Less: Rebates and discounts 359.34 - 300.35 -
Total revenue from contracts with customers 22,073.24 906.84 15,642.96 648.06
3.7.2 Contract balances

March 31, 2022 March 31, 2021
` Crores ` Crores
Trade receivables (Refer notes 1.4 and 1.12) 3,278.79 3,021.22
Contract assets (Refer note 1.16) 21.84 19.72
Contract liabilities (Refer notes 1.22 and 1.28) 692.58 689.46
Contract assets are unbilled revenue earned from AMC and other services which are recognised upon completion of service. Upon billing
as per the terms of the contract, the amounts recognised as contract assets are reclassified to trade receivables.
Contract liabilities include income received in advance arising due to allocation of transaction price towards freight and insurance services
on shipments not yet delivered to customer and unexpired service warranties.
3.7.3 Revenue recognised in relation to contract liabilities

` Crores ` Crores
Revenue recognised from contract liabilities at the beginning of the year 475.80 547.81
Revenue recognised from performance obligations satisfied in previous years 10.40 1.84
3.7.4 Reconciliation of revenue recognised in the statement of profit and loss with the contracted price
` Crores ` Crores
Contracted price 23,339.42 16,591.37
Adjustments
Rebates and discounts (359.34) (300.35)
Revenue from contracts with customers 22,980.08 16,291.02
3.7.5 Unsatisfied or partially unsatisfied Perfomance obligation

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied), as follows:
March 31, 2022 March 31, 2021
` Crores ` Crores
Within one year 540.25 660.30
More than one year 226.85 281.08
767.10 941.38
The remaining performance obligations expected to be recognised in more than one year relate to the extended warranty and other
obligation which is expected to be recognised over a period of 24 months to 48 months.

3.8 Segment related disclosures
The Group’s operating segment is identified as business segment based on nature of products, risks, returns and the internal business
reporting system as per Ind AS 108. The Group is engaged in the business of manufacturing of Commercial Vehicles and rendering Financial
Services mainly relating to vehicle and housing financing.

March 31, 2022 March 31, 2021
` Crores ` Crores
i Segment Revenue
Commercial vehicle 23,021.03 16,308.09
Financial service 3,216.92 3,147.26
Gross Revenue 26,237.95 19,455.35
Less: Inter-segmental revenue 0.80 1.25
Revenue from operations 26,237.15 19,454.10
ii Segment Results
Commercial vehicle (82.46) (371.36)
Financial service (after deducting interest expense on loan financing) 447.63 432.67
Total Segment Profit before Interest and Tax 365.17 61.31
Interest Expense (334.94) (335.13)
Other Income 86.81 131.16
Share of profit / (loss) of associates and joint ventures (net) 7.52 (0.50)
Exceptional items (324.15) 76.08
Loss before Tax (199.59) (67.08)
Less: Tax 85.86 2.52
Loss after Tax (including share of profit / (loss) of associate and joint venture) (285.45) (69.60)
iii Segment Assets

Total Segment Assets 43,600.78 42,066.87
iv Segment Liabilities
Total Segment Liabilities 35,010.62 32,936.57
v Addition to Non-current asset

Commercial vehicle 910.28 1,730.89
Financial service 25.09 54.17
Total Addition to Non-current asset 935.37 1,785.06
For the amount of investments in associates and joint ventures accounted for by the equity method refer Note 1.3
The Group's segment based on geography is given below:

Particulars In India Outside India Total
Revenue from Operations
2022 23,412.63 2,824.52 26,237.15
2021 17,336.36 2,117.74 19,454.10
Non-Current Asset
2022 6,883.70 558.35 7,442.05
2021 7,522.99 406.89 7,929.88

3.9 Related party disclosure
a) List of parties where control exists
Holding Company
Hinduja Automotive Limited, United Kingdom
Machen Holdings SA
(Holding Company of Hinduja Automotive Limited, United Kingdom)
Machen Development Corporation, Panama
(Holding Company of Machen Holdings SA)
Amas Holdings SA*
(Holding Company of Machen Development Corporation, Panama)
b) Other related parties

Fellow subsidiaries
Gulf Oil Lubricants India Limited
Hinduja Energy (India) Limited
DA Stuart India Private Limited
Prathama Solarconnect Energy Private Limited
Hinduja Renewables Private Limited
IDL Explosives Limited
Gulf Oil International Limited
Gulf RAK Lube Oil (Ras Al Khaimah)
Gulf Oil Middle East Limited
OHM International Mobility Limited, United Kingdom……………................................................................…………………From August 2, 2021
OHM Global Mobility Private Limited………………………………………........................................................................…………From March 8, 2021
Associates
Lanka Ashok Leyland Plc
Joint Ventures
Ashley Alteams India Limited
Ashok Leyland John Deere Construction Equipment Company Private Limited (Along with Gulf Ashley Motor Limited) [under liquidation]
Hinduja Tech Limited…………………….....................................................................................................................…….upto February 24, 2021
Entities where control exist

Ashok Leyland Educational Trust
Entities under the significant influence of Key Management Personnel

Hinduja Investments and Project services limited

3.9 Related party disclosure (contd.)
Entities where significant influence exist

Ashok Leyland Employees Gratuity Fund
Ashok Leyland Superannuation Fund
Ashok Leyland Employees Ennore Provident Fund Trust
Ashok Leyland Senior Executives Provident Fund Trust
Ashok Leyland Employees Hosur Provident Fund Trust
Ashok Leyland Employees Bhandara Provident Fund Trust
Ashok Leyland Employees Alwar Provident Fund Trust
Ennore Foundries Limited Employees Provident Fund
Ennore Foundries Gratuity Fund
Ennore Foundries Employees Pension cum Insurance Fund
Ennore Foundries Senior Executives Superannuation Fund
Global TVS Employees Gratuity Fund
Key Management Personnel
Mr. Dheeraj G Hinduja, Executive Chairman** ……………………………………………..............................................…… From November 26, 2021
Mr. Dheeraj G Hinduja, Non-Executive Chairman ………………………………………......................................………….…. Upto November 25, 2021
Mr. Vipin Sondhi, Managing Director and CEO ……………………………………………...………………………………………..........upto December 31, 2021
Mr. Gopal Mahadevan, Whole-time Director and Chief Financial Officer
Dr. Andrew C Palmer
Mr. Jean Brunol
Mr. Jose Maria Alapont
Ms. Manisha Girotra
Mr. Sanjay K Asher
Mr. Saugata Gupta
Mr. Shom Ashok Hinduja ………………………………………………………………….............................................................…… from November 12, 2021
Dr. CB Rao
Note:
Transaction with Rajalakshmi Wind Energy Limited (erstwhile Ashok Leyland Wind Energy Limited) and Prathama Solarconnect Energy Private
Limited have not been disclosed as being with associate since the company does not have significant influence over Rajalakshmi Wind
Energy Limited and Prathama Solarconnect Energy Private Limited, although the Parent Company holds 26% of the equity share capital of
Rajalakshmi Wind Energy Limited and Prathama Solarconnect Energy Private Limited respectively.
* The Parent Company has intimated Ocorian Trust (Isle Of Man) Limited (March 2021: Estera trust (Isle of Man) Limited) as significant
beneficial owner pursuant to the Companies (Significant Beneficial Owners) Rules, 2018
** Mr. Dheeraj Hinduja was appointed as Executive Chairman (Whole Time) subject to approval of Central Government pursuant to provisions
of Schedule V Section 1, part 1 of Companies Act, 2013.

c) Related Party Transactions - summary
` Crores
Fellow Associates Joint Ventures Holding Entities where Entities where Entities under Key Total
Subsidiaries Company control exist significant the significant Management
influence exist influence Personnel
of Key
Management
Personnel
Transactions during the year ended March 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
31
Purchase of raw materials, components and
1
traded goods (net of GST) 103.30 77.61 1.73 0.71 56.66 44.80 - - - - - - - - - - 161.69 123.12
2 Sales and services (net of GST) 32.28 24.99 99.97 80.32 0.74 1.03 - - (0.15) - - - - - - - 132.84 106.34
3 Other operating income - - - - 2.13 1.35 - - - - - - - - - - 2.13 1.35
4 Other expenditure incurred / (recovered) (net) 46.46 13.96 0.82 (0.76) 0.01 25.83 2.60 2.36 (0.16) 0.08 - - 0.01 - - 49.73 41.48
5 Interest and other income 2.12 17.46 0.78 0.78 0.31 0.20 0.70 - - - - - - - - - 3.91 18.44
6 Interest expense - - - - - - 0.01 1.77 - - - - - - - - 0.01 1.77
7 Financial Guarantee Given - - - - 12.50 - - - - - - - - - - - 12.50 -
8 Financial Guarantee Released - - - - 14.70 - - - - - - - - - - - 14.70 -
9 Sale of asset - - - - - - - - - - - - - - 0.29 - 0.29 -
10 Dividend payments - - - - - - 89.61 - - - - - - - - - 89.61 -
11 Remuneration to key management personnel** - - - - - - - - - - - - - - 49.14 24.12 49.14 24.12
Commission and sitting fees to key management
12
personnel* - - - - - - - - - - - - - - 5.33 4.30 5.33 4.30
13 Investments in shares of - 18.66 - - 2.50 - - - - - - - - - - - 2.50 18.66
14 Loans / ICD given - 300.00 - - - - - - - - - - - - - - - 300.00
15 Loans / ICD repaid - 400.00 - - - - - - - - - - - - - - - 400.00
16 Borrowings taken - - - - - - 0.36 50.38 - - - - - - - - 0.36 50.38
17 Borrowings repaid - - - - - - 0.36 75.56 - - - - - - - - 0.36 75.56
Contribution to employee related trusts made
18
during the year - - - - - - - - - - 204.21 189.28 - - - - 204.21 189.28
19 Purchase of Asset - - - - 8.12 - - - - - - - - - - 8.12
20 Allotment of Equity Shares - - - - - - 73.97 - - - - - - - - - 73.97
* Includes commission and sitting fees to other directors aggregating to ` 4.13 crores (2021 : ` 3.48 crores)
All the transactions are at arms length
**pursuant to separation of the director an amount of ` 10.33 crores was reversed in profit and loss account due to forfeiture of ESOPs.
The Remuneration paid / payable to the directors amounting to ` 17.81 crores (March 2021 : ` 12.30 crores) for the financial year ended March 31, 2022, is in excess of the limit prescribed under the Companies
Act, 2013 and is subject to approval of the shareholders, which the Parent Company proposes to obtain in the forthcoming Annual General Meeting, in accordance with the provisions of the Companies Act, 2013,

268
d) Related Party balances - summary
` Crores
Fellow Associates Joint Ventures Holding Entities where Entities where Entities under Key Total
Subsidiaries Company control exist significant the significant Management
influence exist influence Personnel
of Key
Management
Personnel

Balances as on March 31 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
1 Trade receivables (Refer Notes 1.4 and 1.12) 11.91 7.94 55.42 75.87 0.52 0.25 - - 0.18 0.64 - - - - - - 68.03 84.70
2 Other financial and non - financial assets
(Refer Notes 1.9, 1.15 and 1.16) 1.06 0.01 - - 5.17 0.22 - - - - 0.22 - - - - - 6.45 0.23
3 Trade and other payables 26.74 26.37 0.63 1.22 5.56 17.64 0.07 1.54 0.12 - 16.85 10.21 - 0.19 5.08 8.50 55.05 65.67
4 Financial guarantees - - - - 10.00 14.70 - - - - - - - - - - 10.00 14.70
e) Significant Related Party Transactions
` Crores
1 Purchase of raw materials, components and traded goods (net of GST)
2 Sales and services (net of GST)
Lanka Ashok Leyland PLC 80.35 74.21
3 Other operating income
4 Other expenditure incurred / (recovered) (net)
Ashok Leyland Defence Systems Limited 0.18 (0.58)
Hinduja Tech Limited - 25.89
Prathama Solar Connect Energy Private Limited 40.67 8.24
Hinduja renewables Private Limited 6.70 5.55
5 Interest and other income
Gulf Oil Middle East Limited 1.79 -
Gulf Oil International Limited 0.33 -
6 Dividend payment
7 Investment in shares of
Prathama Solar Connect Energy Private Limited 18.66
8 Allotment of Equity shares
Hinduja Automotive Limited, United Kingdom - 73.97
9 Loan / ICD given
10 Loan / ICD repaid
11 Purchase of Asset
Ashley Alteams India Limited - 8.12
12 Sale of asset
Mr. Vipin Sondhi 0.29 -
13 Borrowing taken
14 Borrowing repaid
15 Interest expense

e) Significant Related Party Transactions (Contd.)
` Crores
16 Contribution to employee related trusts made during the year including loans and
interest recovered
Ashok Leyland Employees Ennore Provident Fund Trust 47.10 49.43
Ashok Leyland Employees Hosur Provident Fund Trust 41.95 37.75
Ashok Leyland Senior Executives Provident Fund Trust 45.77 43.91
Ashok Leyland Employees Gratuity Fund 30.21 13.50
Ashok Leyland Superannuation Fund 15.21 14.08
Ennore Foundries Gratuity Fund 4.11 8.32
Ennore Foundries Limited Employees Provident Fund 11.35 13.22
17 Commission and sitting fees to key management personnel
Mr. Dheeraj G Hinduja 0.76 0.82
Commission and sitting fees to other directors in aggregate 4.57 3.48
18 Financial Guarantee Given
19 Financial Guarantee Released
20 Remuneration to key management personnel*
Mr. Vipin Sondhi
Share-based payment@ - 5.63
Mr. Gopal Mahadevan
Share-based payment 2.62 2.92
Mr. Andrew C Palmer
Employee benefits paid by subsidiary 24.32 -
Mr. Dheeraj G Hinduja
Short term employee benefits 1.66 -
Other long term employee benefits 0.08 -
@pursuant to separation of the director an amount of ` 10.33 crores was reversed in profit and loss account due to forfeiture of ESOPs.
* Excludes contribution for gratuity and compensated absences as the incremental liability has been accounted for the Group as a whole.
3.10 Lease arrangements

Group as lessee
Group has applied following practical expedients for the purpose of lease on initial recognition :
1) Single discount rate has been applied for leases with same characteristics.
2) Non - lease components which are difficult to be separated from the lease components are taken as the part of lease calculation.
3) Short term leases i.e., leases having lease term of 12 months or less has been ignored for the purpose of calculation of right-of-use
asset.
Expenses for the year ended March 31, 2022 includes lease expense classified as Short term lease of ` 24.90 crores (March 31, 2021:
` 30.20 crores) low value leases of ` 0.01 crores (March 31, 2021: ` 0.01 crores) and variable lease payments aggregating to ` 64.82 crores
(March 31, 2021: ` 48.45 crores) which are not required to be recognised as a per practical expedient under Ind AS 116 ‘Leases’ mentioned
above.

3.11 Contingent liabilities
March 31, 2022 March 31, 2021
` Crores ` Crores
a) Claims against the Group not acknowledged as debts (net)
i) Sales tax / VAT / GST #
273.80 274.79
ii) Excise duty #
8.68 8.19
iii) Service Tax #
111.43 61.31
iv) Customs Duty #
0.43 0.43
v) Income tax $
143.19 155.55
vi) Others 46.49 41.01
These relates to issues of deductibility and taxability in respect of which the Group is in
$
appeal and inclusive of the effect of similar matters in respect of assessments remaining
to be completed
# These have been disputed by the Group on account of issues of applicability and
classification.
b) Corporate guarantees given to others for loans taken by a joint venture company 10.00 14.70
c) Share of contingent liabilities of joint ventures and associates 3.15 0.01
d) Bank guarantees 2.00 31.24
Notes:
1. Future cash outflows in respect of the above are determinable only on receipt of judgement / decisions pending with various forums
/ authorities.
2. The Group (entities operating in India) evaluated the impact of the recent Supreme Court Judgment in relation to non-exclusion of
certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to
provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952 and the Management believes that further
clarity is required on this matter for the time period prior to March 31, 2019. However, it is not likely to have a significant impact and
accordingly, no provision has been made in these consolidated financial statements.
3. The Group is involved in various claims and actions in the ordinary course of business. The Group accrues a liability when a loss is
considered probable and the amount can be reasonably estimated. In the opinion of the management the outcome of any existing
claims, legal and regulatory proceedings, if decided adversely, is not expected to have a material adverse effect on the business,
financial condition, results of operations and cash flows of the Group based on the current position of such claims / legal actions.
3.12 Commitments :
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
a) Capital commitments (net of advances) not provided for 317.25 277.08
[including ` 19.55 crores (March 2021: ` 25.08 crores) in respect of intangible assets]
b) Share of commitments of joint ventures 0.88 0.04
c) Uncalled liability on partly paid shares / investments # #
d) Other commitments
i) Financial support given to certain joint ventures (Refer Note 1.3)
The outflow in respect of the above is not practicable to ascertain in view of the uncertainties involved.

3.13 Details of borrowings:
I Non-current borrowings: ` Crores
a. Secured borrowings:
i. Debenture Series
7.45% p.a. to 878.51 449.65 1,328.16 Redemption period ranging 620.00 634.32 1,254.32
9.25% p.a (March from 18 months to 3 years
2021 : 8.00% p.a. from the date of allotment
to 9.25% p.a.)
Secured redeemable
non-convertible
debentures Sub 1
Series 3 200.00 - 200.00 Bullet repayment at the end - - -
of 5 years from the date
of allotment i.e. March 17,
2027. The Company has a
call option to redeem the
debentures after the end of
3 years.
allotment i.e. June 25, 2023
allotment i.e. May 19, 2023
1,678.51 449.65 2,128.16 1,220.00 634.32 1,854.32
ii. Term loans:
TL - 1 - Sub 1 10,526.77 5,839.09 16,365.86 8.00% to 9.25% p.a. 11,246.62 4,867.30 16,113.92
Repayable in varying
installments in 3 months to
5 years
TL-12 400.00 100.00 500.00 Repayable annually in 5 500.00 - 500.00
TL-13 300.00 - 300.00 Repayable annually in 4 300.00 - 300.00
from May 12, 2023
TL-14 62.50 25.00 87.50 Repayable semi annually in 87.50 12.50 100.00
8 equal installments starting
TL-15 100.00 - 100.00 Repayable quarterly in 20 100.00 - 100.00
installments of varying
amounts starting from July
1, 2023
TL-16 200.00 - 200.00 Repayable annually in 5 - - -
from March 25, 2025
TL-17 237.50 12.50 250.00 Repayable semi annually in - - -
12 installments of varying
amounts starting from
September 30, 2022
11,826.77 5,976.59 17,803.36 12,234.12 4,879.80 17,113.92
I Non-current borrowings:
1. (i) TL -12 - Term loan relating to Parent Company was secured by way of first ranking charge on the specified plant and machinery
of a manufacturing unit of the Company located at Pantnagar to the extent of ` 500 crores.
(ii) TL - 13 - Term loan relating to Parent Company was secured by way of first ranking charge on the specified plant and machinery
of three manufacturing units of the Company located at Hosur to the extent of 1.25 times of the amount of loan.

3.13 Details of borrowings: (Contd.)
(iii) TL - 14 - Term loan relating to Parent Company was secured by way of exclusive charge on the specified plant and machinery
and other moveable fixed assets of a manufacturing unit of the Company located at Pantnagar to the extent of 1.10 times of
the amount of loan.
(iv) TL - 15 - Term loan relating to Parent Company was secured by way of exclusive charge on the specified plant and machinery
and other moveable fixed assets of a manufacturing unit of the Company located at Pantnagar to the extent of 1.25 times of
the amount of loan.
(v) TL -16 - Term loan will be secured (within the stipulated time) by way of pari passu charge on all the plant and machinery (both
present and future) of the Parent Company to the extent of ` 200 crores.
(vi) TL -17 - Term loan will be secured (within the stipulated time) by way of pari passu charge on all the plant and machinery (both
present and future) of the Parent Company to the extent of 1.10 times of the amount of loan.
(vii) NCD - Series 1 - 8% AL 2023 relating to Parent Company are secured by way of first ranking charge over specific plant and
machinery of manufacturing and research and development units situated at Ennore and Vellivoyalchavadi and specific
immoveable properties of manufacturing unit at Ennore to the extent of 1.10 times of the amount of debentures.
(viii) NCD - Series 2 - 7.65% AL 2023 relating to Parent Company are secured by way of First Ranking charge over specific plant and
machinery of three manufacturing units situated at Hosur and specific immoveable properties situated at manufacturing unit at
Ennore to the extent of 1.10 times of the amount of debentures.
(ix) NCD - Series 3 - 7.30% AL 2027 relating to Parent Company are secured by way of First Ranking charge over specific plant and
machinery of manfacturing unit situated at Hosur, Unit 2 to the extent of 1.10 times of the amount of debentures.
2. Debentures of a subsidiary (Sub 1) are secured by a first ranking mortgage of an immovable property in favour of trustees in addition
to exclusive charge on hypothecation of specific loan receivables with a security cover of 110% as per the terms of issue.
3. Term loans availed by a subsidiary from various banks (TL-1 Sub 1) are secured by exclusive charge by way of hypothecation of specific
receivables and investments in pass through certificates with security covers ranging from 102% to 112% of loan amount.
4. The assets pledged as security for borrowings relating to financing activities includes financial assets (loans and investments) and land
amounting to ` 22,947.28 crores (March 2021: ` 22,518.89 crores).
` Crores
iii. Other loans:
SIPCOT Soft Loan 31.18 - 31.18 Repayable by August 1, 2025 31.18 - 31.18
31.18 - 31.18 31.18 - 31.18

The above SIPCOT soft loan availed by the Parent Company shall be secured by way of first charge on the fixed assets created / proposed to be
created and the same shall be on pari passu with other first charge holders of LCV division.
b. Unsecured borrowings:
i) ECB loans:
ECB - 16 152.24 - 152.24 Repayable annually in 3 147.83 - 147.83
from November 18, 2023
ECB - 15 101.06 50.53 151.59 Repayable annually in 3 146.22 - 146.22
ECB - 14 404.22 202.11 606.33 Repayable annually in 3 584.88 - 584.88
657.52 252.64 910.16 878.93 - 878.93
ii) Non-convertible debentures:

9.20% p.a. to 11.60% 966.55 180.00 1,146.55 Redemption period ranging 1,065.00 211.63 1,276.63
p.a. - Subordinated from 5.4 years to 7 years
redeemable
non-convertible
debentures - Sub 1
966.55 180.00 1,146.55 1,065.00 211.63 1,276.63

3.13 Details of borrowings: (Contd.) ` Crores
iii) Interest free sales tax loans:
Programme II 66.41 - 66.41 Varying amounts repayable 66.41 - 66.41
on a periodical basis ending
on June 2028
66.41 - 66.41 66.41 - 66.41
iv) Other subordinated loans:

11.21% p.a. - 74.86 - 74.86 Redemption period is 5.5 75.00 - 75.00
Subordinated years
loans - Sub 1
74.86 - 74.86 75.00 - 75.00
The above debentures, term loans, external commercial borrowings and loans from others carry varying rates of interest with the maximum rate
of interest going upto 11.60% p.a. (as at March 31, 2021: 11.60% p.a.).
II Current borrowings:
As at March 31, 2022 Particulars of Redemption / As at March 31, 2021

Repayment
` Crores ` Crores ` Crores
a. Secured borrowings
- STL 1 Sub 1 640.71 Repayable on demand 755.62
- STL 2 Sub 7 11.53 Repayable on demand -
- STL 2 Sub 5 117.91 Repayable within 6 months 120.05
- STL 3 Sub 5 16.84 Repayable on May 31, 2022 -
- STL 1 Sub 12 29.84 Repayable on March 26, 2023 -
- STL 1 Sub 10 - Repaid during the year 6.27
927.48 1,019.79
1. STL 1 Sub 1 relating to a subsidiary are cash credit facilities and working capital demand loans from banks which are secured by way
of a pari passu charge on the receivables due to the subsidiary other than those that are specifically charged to the lenders of the
subsidiary.
2. STL 3 Sub 6 relating to a subsidiary is a working capital demand loan which is secured by way of hypothecation of bills receivables,
book debt inventories and all other moveable assets both present and future of the subsidiary reduced by the trade payables in the
books of subsidiary.
3. STL 1 and STL 2 Sub 7 relating to a subsidiary are secured by way of a pari passu first charge on current assets (including stocks of
raw materials, stores and spares, work-in-progress, finished goods and books debts) both present and future of the subsidiary to the
extent of ` 25.00 crores (March 31, 2021: ` 25.00 crores).
4. STL 1 Sub 8 relating to a subsidiary are secured by way of a charge on trade receivables, inventories and assignment of risk insurance
policy covering inventories of the subsidiary company backed by letter of comfort issued by the Parent Company.
5. STL 2 and STL 3 Sub 5 relating to a subsidiary is in the nature of an overdraft facility which is secured by corporate guarantee given
by the Parent Company.
6. STL 1 Sub 9 relating to a subsidiary is in the nature of a working capital demand loan which is secured against inventories and trade
receivables of the subsidiary.
7. STL 1 Sub 10 relating to a subsidiary is in the nature of a overdraft facility which is secured by hypothecation of book debts of the
subsidiary.

8. Working capital demand loans from banks relating to Parent Company are secured by way of hypothecation of the whole stocks of Raw
Materials, Semi Finished and Finished goods, Stores and Spares not related to Plant and Machinery (Consumable stores and spares)
Bills Receivable, Book Debts and all other movables both present and future now lying or stored about the factory premises, godowns,
warehouses, yards and any other locations to the extent of ` 2,000 crore (March 31, 2021: ` 2,000 crores). Parent Company has no
outstanding borrowing towards this facility.
9. STL 1 Sub 12 relating to a subsidiary is secured against assets and undertakings of the subsidiary.
II Current borrowings:
` Crores
As at March 31, 2022 Particulars of Redemption / As at March 31, 2021
Repayment
b. Unsecured borrowings
- STL 21 - Repaid on September 9, 2021 170.00
- STL 22 - Repaid on various dates in October, 500.00
2021
- STL 23 - Repaid on August 18, 2021 150.00
- STL 24 150.00 Repayable on August 30, 2022 -
- STL 2 Sub 3 244.66 Repayable / Repaid on various dates 247.85
upto March 2023 / May 2021
- STL 4 Sub 3 - Repaid 50.37
- STL 5 Sub 3 - Repaid 30.23
- STL 6 Sub 3 19.89 Repayable on March 2023 / April 2021 20.15
- STL 7 Sub 3 249.01 Repayable on December 31, 2022 -
- Bills discounted 116.83 Repayable / Repaid on various dates 91.13
upto October 2022 / September 2021
- Commercial Paper - Repaid on June 7, 2021 250.00
856.17 1,582.83
The above outstanding borrowings carry varying rates of interest with the maximum rate of interest going upto 8.00% p.a. (as at March
31, 2021: 9.10% p.a.).
The carrying value of the above borrowings (as reflected in Notes 1.20 and 1.25) are measured at amortised cost using effective
interest method while the above borrowings represents principal amount outstanding.
III Net debt reconciliation:
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
1. Cash and cash equivalents 2,030.96 1,481.04
2. Liquid investments 1,298.05 -
3. Current borrowings (1,785.11) (2,603.66)
4. Non-current borrowings (22,205.58) (21,339.66)
5. Derivative Asset / (Liability) 34.10 (8.95)
6. Lease Liabilities (205.67) (187.06)
Net debt (20,833.25) (22,658.29)

276
` Crores
Particulars Other assets Liabilities from financing activities
Cash and Bank Liquid Non-current Current Derivative Asset Lease Liabilities Total
Overdraft investments borrowings borrowings / (Liability)
Net debt as at March 31, 2020 2,188.24 - (19,404.50) (2,842.68) 26.16 (179.52) (20,212.30)
Cash flows (net) (725.56) (6.91) (1,931.90) 174.84 40.89 (2,448.64)

Pursuant to business combination 9.37 - - (6.26) - (19.01) (15.90)
Foreign exchange adjustments 8.99 - 32.66 (2.49) - (1.82) 37.34
Profit / (loss) on sale of liquid investments
(net) - 6.91 - - - - 6.91
Interest expense - - (471.64) 136.86 - (6.87) (341.65)
Interest paid - - 435.72 (137.89) - - 297.83
- ddition / Deletion (Net) relating
A
to lease liabilities - - - - - (20.73) (20.73)
- Fair value adjustments - - - - (35.11) - (35.11)
- Conversion of loan into equity by a
subsidiary - - - 73.96 - - 73.96
Net debt as at March 31, 2021 1,481.04 - (21,339.66) (2,603.66) (8.95) (187.06) (22,658.29)
Cash flows (net) 550.26 1,283.82 (833.06) 816.81 - 50.55 1,868.38
Foreign exchange adjustments (0.34) - (31.23) 3.65 - 0.36 (27.56)
Profit / (loss) on sale of liquid investments
(net) - 13.31 - - - - 13.31
Interest paid - - 193.23 111.74 - - 304.97
- ddition / Deletion (Net) relating
A
to lease liabilities - - - - - (60.80) (60.80)

- Fair value adjustments - 0.92 - - 43.05 - 43.97
- Others - - 2.07 (2.07) - - -
Net debt as at March 31, 2022 2,030.96 1,298.05 (22,205.58) (1,785.11) 34.10 (205.67) (20,833.25)
Note:
Non-current borrowings and interest expense is gross of impact on account of effective interest rate changes.
3.14 Information relating to subsidiaries
A) Details of the Group’s subsidiaries are as follows:
Proportion of ownership interest
Name of subsidiary Principal activity Place of As at As at
incorporation March 31, 2022 March 31, 2021
and operation
Hinduja Leyland Finance Limited and its Relating to financing activities Chennai - India 68.80% 68.81%
subsidiaries
Global TVS Bus Body Builders Limited Relating to commercial vehicle Madurai - India 66.67% 66.67%
Gulf Ashley Motor Limited Trading in commercial vehicle Chennai - India 93.15% 93.15%
Optare PLC and its subsidiaries Manufacturing of commercial United Kingdom 91.63% 91.63%
vehicle
Ashok Leyland (Nigeria) Limited Trading in commercial vehicle Nigeria 100.00% 100.00%
Ashok Leyland (Chile) SA Trading in commercial vehicle Chile 100.00% 100.00%
HLF Services Limited Manpower supply services Chennai - India 85.58% 85.58%
Ashok Leyland (UAE) LLC and its subsdiaries Manufacturing of commercial UAE 100.00% 100.00%
vehicle
Albonair (India) Private Limited Relating to commercial vehicle India 100.00% 100.00%
Albonair GmbH and its subsidiary Relating to commercial vehicle Germany 100.00% 100.00%
Ashley Aviation Limited Relating to air chartering India 100.00% 100.00%
services
Hinduja Tech Limited and its subsidiaries Relating to IT services Chennai - India 98.91% 100.00%
(from February 25, 2021)
Vishwa Bus and Coaches Limited (from Relating to commercial vehicle Chennai - India 100.00% 100.00%
November 19, 2020)
Gro Digital Platforms Limited (from April Relating to commercial vehicle Chennai - India 84.40% -
14, 2021)
Ownership interest includes joint holding and beneficial interest.
B) Composition of the Group:

Information about the composition of the Group at the end of the reporting period is as follows:
Number of wholly-owned subsidiaries
Principal activity Place of incorporation and As at As at
operation March 31, 2022 March 31, 2021
Manufacturing of commercial vehicle UAE 1 1
Trading in commercial vehicle Russia* 1 1
Trading in commercial vehicle Ivory Coast* 1 1
Trading in commercial vehicle Nigeria 1 1
Trading in commercial vehicle Chile 1 1
Relating to commercial vehicle India 2 2
Relating to commercial vehicle Germany 1 1
Relating to commercial vehicle China* 1 1
Relating to air chartering services India 1 1
Relating to IT services India 0 1
Relating to IT services Germany* 0 1
Relating to IT services United States of America* 0 1
Relating to IT services China* 0 1
* wholly owned step down subsidiaries
Also refer 3.1

3.14 Information relating to subsidiaries (Contd.)
Number of wholly-owned subsidiaries
Principal activity Place of incorporation and As at As at
operation March 31, 2022 March 31, 2021
Relating to financing activities Chennai - India 3 3
Relating to commercial vehicle Madurai - India 1 1
Relating to commercial vehicle Chennai - India 1 0
Manufacturing of commercial vehicle United Kingdom ** 7 9
Trading in commercial vehicle Chennai - India 1 1
Manpower supply services Chennai - India 1 1
Relating to IT services Chennai - India** 5 0
** includes 4 step down subsidiaries relating to IT services and 6 step down subsidiaries relating to manufacturing of commercial vehicles
C) Details of non wholly-owned subsidiaries that have material non-controlling interests:
The table below shows details of non wholly-owned subsidiaries of the Group that have material non-controlling interests:
Name of subsidiary Place of Proportion of ownership Total comprehensive Accumulated non-
incorporation interests and voting rights income allocated to non- controlling interests
and principal held by non-controlling controlling interests
place of interests
business
March 31, March 31, March 31, March 31, March 31, March 31,
2022 2021 2022 2021 2022 2021
` Crores ` Crores ` Crores ` Crores
Hinduja Leyland Finance Limited Chennai - India 31.20% 31.19% 41.25 199.08 1,278.54 1,236.25
and its subsidiaries
Individually immaterial (32.47) (8.44) 7.73 32.03
subsidiaries with non-controlling
interests
8.78 190.64 1,286.27 1,268.28
Summarised financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below.
The summarised financial information below represents amounts before intra-group eliminations.
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Hinduja Leyland Finance Limited and its subsidiaries
Current assets 8,213.40 7,618.08
Non-current assets 16,257.61 16,616.14
Total assets 24,471.01 24,234.22
Current liabilities 7,610.02 6,901.56
Non-current liabilities 12,763.11 13,369.06
Total liabilities 20,373.13 20,270.62
Equity attributable to owners of the Company 2,819.34 2,727.35
Non-controlling interests 1,278.54 1,236.25

3.14 Information relating to subsidiaries (Contd.)
March 31, 2022 March 31, 2021
` Crores ` Crores
Revenue 3,097.96 3,053.32
Expenses (including tax) 2,758.25 2,720.41
Profit for the year 339.71 332.91
Profit attributable to owners of the Company 233.72 229.07
Profit attributable to the non-controlling interests 105.99 103.84
Profit for the year 339.71 332.91
Other Comprehensive Income attributable to owners of the Company (142.76) 210.12
Other Comprehensive Income attributable to the non-controlling interests (64.74) 95.24
Other Comprehensive Income for the year (207.50) 305.36
Total Comprehensive Income attributable to owners of the Company 90.96 439.19

Total Comprehensive Income attributable to the non-controlling interests 41.25 199.08
Total Comprehensive Income for the year 132.21 638.27
Dividends paid to non-controlling interests - -
Net cash inflow / (outflow) from operating activities 295.59 (1,133.01)
Net cash inflow / (outflow) from investing activities (396.31) (239.13)
Net cash (outflow) / inflow from financing activities 92.71 1,348.16
Net cash inflow (8.01) (23.98)
The Board of Directors of Hinduja Leyland Finance Limited, a subsidiary of the Parent Company, at their meeting held on March 16, 2022,
accorded an in-principal approval for the proposed merger of Hinduja Leyland Finance Limited into NXT DIGITAL Limited, listed entity in
India, subject to all applicable statutory and regulatory approvals.
D) Goodwill
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Gross Goodwill at the beginning of the year 1,641.00 1,515.79
Add: Recognised during the year - 125.21
Gross Goodwill at the end of the year 1,641.00 1,641.00
Opening accumulated impairment 400.23 400.23
Add: Impairment during the year (Refer Note 3.26) 208.94 -
Closing accumulated impairment 609.17 400.23
Carrying amount of Goodwill 1,031.83 1,240.77
Allocation of goodwill to cash-generating units

Each of the subsidiaries / Light Commercial Vehicle division of Parent Company is identified as a separate cash generating unit. Goodwill has
been allocated for impairment testing purposes to these cash-generating units.
The carrying amount of goodwill was allocated to major cash-generating units as follows:
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Hinduja Leyland Finance Limited and its subsidiaries 426.47 426.47
Light commercial vehicle division of parent company 449.90 449.90
Albonair GmbH and its subsidiary - 208.94
Hinduja Tech Limited and its subsidiaries 125.21 125.21
Others 30.25 30.25
1,031.83 1,240.77
Cash-generating units to which goodwill is allocated are tested for impairment annually at each reporting date, or more frequently when
there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount
of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to that unit. The Group has used
post tax discount rate ranging from 10.50% to 18.50% (March 2021: 11.20% to 29.00%) and terminal growth rate ranging from 1.00% to
5.00% (March 2021: Nil to 4.00%) for the purpose of impairment testing based on the next four to nine years projected cash flows. Both
pre tax and post tax discount rate gives the same recoverable amount. The Group believes that any reasonable further change in the key
assumptions on which recoverable amount is based, would not cause the carrying amount to exceed its recoverable amount.
Also Refer Notes 1B.4, 1C and 3.26.

3.15 Information relating to Associates
Details of material associates
There are no associates which are individually material and thus, only aggregate information of associates that are not individually material
is given below:

March 31, 2022 March 31, 2021
` Crores ` Crores
Aggregate information of associates that are not individually material
The Group's share of profit 7.02 1.01
The Group's share of other comprehensive (loss) (10.72) (2.89)
The Group's share of total comprehensive income (loss) (3.70) (1.88)
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Aggregate carrying amount of the Group's interests in these associates 42.84 40.53
3.16 Information relating to Joint Ventures

Details of material joint ventures
There are no joint ventures which are individually material and thus, only aggregate information of joint ventures that are not individually
material is given below:

March 31, 2022 March 31, 2021
` Crores ` Crores
Aggregate information of joint ventures that are not individually material
The Group's share of profit / (loss) 0.50 (1.51)
The Group's share of other comprehensive income / (loss) 0.03 (0.18)
The Group's share of total comprehensive income / (loss) 0.53 (1.69)
As at As at
March 31, 2022 March 31, 2021
` Crores ` Crores
Aggregate carrying amount of the Group’s interests in these joint ventures 3.76 0.75
3.17 The information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined
on the basis of information available with the Group. The amount of principal and interest outstanding is given below:

` Crores ` Crores
i) Principal amount paid after appointed date during the year 176.70 16.19
ii) Amount of interest due and payable for the delayed payment of Principal amount - 0.14
iii) Principal amount remaining unpaid as at year end (over due) 2.96 2.26
iv) Principal amount remaining unpaid as at year end (not due) 59.37 36.35
v) Interest due and payable on principal amount unpaid as at the year end 0.09 0.02
vi) Total amount of interest accrued and unpaid as at year end 0.30 0.25
vii) Further interest remaining due and payable for earlier years 0.21 0.09

3.18 Relating to financing activities of the Group:
The outbreak of COVID-19 pandemic across the globe and in India has contributed to a significant volatility in the financial markets and
slowdown in the economic activities. Consequent to the outbreak of the COVID-19 pandemic, the Indian government announced a lockdown
in March 2020. Subsequently, the national lockdown was lifted by the government, but regional restrictions continued to be implemented
in areas as India witnessed two more waves of the COVID-19 pandemic during the year ended March 31, 2022. Currently, the number of
new Covid-19 cases have reduced significantly and the Government of India has withdrawn most of the Covid-19 related restrictions. As at
March 31, 2022, the subsidiary engaged in financing activities holds an aggregate provision of ` 838.33 crores against the advances which
includes additional provision of ` 150.12 crores for the accounts restructured under the RBI resolution framework.
3.19 Accounting for Business Combination

The Parent Company has acquired 38% stake in Hinduja Tech Limited (Formerly Joint Venture of the Group) on February 25, 2021 for
a consideration of ` 70.20 Crores. In accordance with Ind AS 103 (Business Combination), the Group has accounted for the same using
acquisition method of accounting. The Group has recognised a gain of ` 76.39 Crores from disposal of stake in Joint Venture. Consequently
the Fair Value of Assets and Liabilities taken over by the Group is as follows:
Particulars ` Crores
Assets
Property, Plant and Equipment and Capital work in Progress 2.31
Goodwill on acquisition 125.21
Other Intangible assets 2.14
Right-of-use assets 17.71
Trade Receivable 18.83
Cash and Cash equivalents and Bank Balances 9.48
Other Assets 89.91
Liabilities
Borrowings 6.27
Lease Liabilities 19.01
Trade Payables 3.50
Other Liabilities and Provisions 29.72
3.20 The group does not have any transactions with struck off companies under Companies Act, 2013 or Companies Act, 1956, during the year,
where applicable.
3.21 The Group (where applicable) has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group
(Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Group has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether
recorded in writing or otherwise) that the Group shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
3.22 No proceedings have been initiated on or are pending against the Group for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder, where applicable.
3.23 The Group has complied with the number of layers prescribed under the Companies Act, where applicable.
3.24 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax
Act, 1961, that has not been recorded in the books of account, where applicable.
3.25 The Group has not traded or invested in crypto currency or virtual currency during the current or previous year, where applicable.

3.26 For the year ended March 31, 2022, the Group has recorded a loss on fair valuation of equity investment in Hinduja Energy (India) Limited
(HEIL) amounting to Rs. 107.13 crores under exceptional item based on business plan of HEIL and the independent valuers report. The Group
has recorded an impairment loss on Goodwill and net assets of its subsidiary viz Albonair GmbH (Cash Generating Unit (CGU)) amounting
to Rs 236.91 crores based on future business plan, internal and external factors and the independent valuers report. The discounted cash
flow method uses post tax discount rate ranging between 10% - 20% for current and previous years for the aforementioned entities. Both
pre tax discount rate and post tax discount rate gives the same recoverable amount.
3.27 The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
3.28 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received
Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the certain
provisions of the Code will come into effect and the rules thereunder has not been notified. The Group will assess the impact of the Code
when it comes into effect and will record any related impact in the period the Code becomes effective.
3.29 The figures for the previous year have been reclassified / regrouped wherever necessary including for amendments relating to Schedule III
of the Companies Act, 2013 for better understanding and comparability.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration Number - 304026E/E-300009
Chartered Accountants Gopal Mahadevan Dheeraj G Hinduja
Whole-time Director and Executive Chairman
Chief Financial Officer DIN: 00133410
DIN: 01746102

May 19, 2022 May 19, 2022
Chennai Chennai

Part “A”: Subsidiaries
(Statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014)
` Crores
Sl. Subsidiary Acquired Country of Reporting Share capital Other Total Total Investments Turnover Profit / Tax Profit / Other Total % of
No. on incorporation Currency (including share equity liabilities assets (except (Loss) Expenses / (Loss) Comprehensive Comprehensive Shareholding
application in case of before (Credit) after Income Income
money pending investments taxation taxation
allotment) in
subsidiaries)
1 Hinduja Leyland April 1,
Finance Limited and its 2013
subsidiaries India INR 469.89 3,627.99 20,373.13 24,471.01 1,176.25 3,097.96 447.63 107.92 339.71 (207.50) 132.21 68.80%
2 Global TVS Bus Body December
Builders Limited 10, 2013 India INR 9.90 26.96 32.32 69.18 - 87.72 (0.98) (0.27) (0.71) 0.05 (0.66) 66.67%
3 Gulf Ashley Motors April 1,
Limited 2013 India INR 29.70 (18.62) 63.37 74.45 0.02 368.97 (8.70) (0.39) (8.31) (0.02) (8.33) 93.15%
4 Optare PLC and its April 1,
subsidiaries 2013 UK GBP 899.37 (1,213.59) 1,182.32 868.10 - 244.02 (374.90) (14.38) (360.52) 3.02 (357.50) 91.63%
5 Ashley Aviation Limited January 1,
2019 India INR 22.28 (27.51) 14.54 9.31 - 9.84 (5.31) - (5.31) - (5.31) 100.00%
6 Ashok Leyland (Nigeria) April 1,
Limited 2013 Nigeria NGN 0.36 (0.37) 2.00 1.99 - 0.11 (1.69) - (1.69) - (1.69) 100.00%
7 Ashok Leyland (Chile) April 1,
SA 2013 Chile CLP 3.76 (3.49) - 0.27 - - (0.03) - (0.03) - (0.03) 100.00%
8 HLF Services Limited April 1,
2013 India INR 0.05 10.97 17.77 28.79 - 160.78 3.27 0.66 2.61 0.62 3.23 85.58%
9 Ashok Leyland (UAE) April 1,
LLC and its subsidiaries 2015 UAE AED 96.52 (92.07) 414.53 418.98 - 672.32 (1.90) (0.93) (0.97) (0.42) (1.39) 100.00%
10 Albonair (India) Private April 1,
Limited 2013 India INR 45.00 28.12 212.04 285.16 - 522.30 40.40 9.47 30.93 (0.04) 30.89 100.00%
11 Hinduja Tech Limited February
and its subsidiaries 25, 2021 India INR 155.65 (66.18) 98.87 188.34 - 261.86 24.18 (4.03) 28.21 0.25 28.46 98.91%
12 Albonair GmbH, April 1,
Germany and its 2013
subsidiary Germany EUR 372.38 (344.41) 259.06 287.03 - 493.38 8.55 0.31 8.24 (0.39) 7.85 100.00%
13 Vishwa Bus and November
Coaches Limited 19, 2020 India INR 33.00 (4.00) 23.58 52.58 - 43.87 (3.79) (0.29) (3.50) 0.01 (3.49) 100.00%
14 Gro Digital Platforms April 14,

Limited 2021 India INR 20.00 (0.04) 9.15 29.11 - 1.47 (0.04) - (0.04) - (0.04) 84.40%
Notes:
1. Reporting period of all entities mentioned above is April to March.
2. There is no dividend proposed by the above entities.
3. Exchange rate used in case of foreign subsidiaires, associates and joint ventures are given below:
CURRENCY EUR GBP CLP USD NGN AED LKR
Closing Rate 84.22 99.45 0.09 75.79 0.18 20.63 0.26
Average Rate 86.57 101.77 0.09 74.49 0.18 20.28 0.37

Part “B”: Associates and Joint Ventures
284
(Statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014)
` Crores
Sl. Name of Associate / Joint Venture Latest Shares held by the Parent Company on Significant Reason Networth Total comprehensive income for
No. Audited the year end influence for not the year
Balance consolidating
Sheet date
No. Investment Held Holding % Considered in Not considered

(` Crores) consolidation in Consolidation
(A) Associates
1 shok Leyland Defence
A 31-Mar-22 50,27,567 5.03 48.49% Voting Power Not Applicable 28.19 3.51 3.72
Systems Limited
2 Lanka Ashok Leyland PLC 31-Mar-22 10,08,332 0.57 27.85% Voting Power Not Applicable 97.07 (7.21) (18.81)
3 Mangalam Retail Services 31-Mar-22 37,470 0.04 37.48% Voting Power Not Applicable 0.10 ## ##
Limited
(B) Joint Ventures
1 Ashley Alteams India Limited 31-Mar-22 7,59,47,500 75.94 50.00% Voting Power Not Applicable 7.85 0.53 0.53
2 shok Leyland John Deere
A 24-Sep-21 17,27,270 1.73 50.00% Voting Power Not Applicable 11.55 - 0.12
Construction Equipment
Company Private Limited#
(under liquidation)
# The Company along with its subsidiary Gulf Ashley Motor Limited holds 50% interest.
## amount is below rounding off norms adopted by the Group.
For Price Waterhouse & Co Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration Number - 304026E/E-300009
Chartered Accountants Gopal Mahadevan Dheeraj G Hinduja
Whole-time Director and Chief Executive Chairman
Financial Officer DIN: 00133410
DIN: 01746102

May 19, 2022 May 19, 2022
Chennai Chennai
Registered Oﬃce - Ashok Leyland Limited, No. 1, Sardar Patel Road, Guindy, Chennai - 600032,
Tel. - 91 44 2220 6000 | E-mail - reachus@ashokleyland.com | Website - www.ashokleyland.com

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FORWARD - LOOKING STATEMENT

In this Annual Report, we have disclosed forward-looking information

We cannot, of course, guarantee that these forward-looking statement

We undertake no obligation to publicly update any forward- looking

In this backdrop, your Company posted a gradual increase in market

Annual Report 2021-22 1

2 Ashok Leyland Limited

BOARD OF DIRECTORS BANKERS

Gopal Mahadevan, Whole-time Director and Chief Financial Officer

CORPORATE IDENTIFICATION NUMBER

Annual Report 2021-22 3

A Historical Perspective of the Company ..................................................................................................................................................................... 5

Notice to Shareholders .................................................................................................................................................................................................. 7

Board’s Report ............................................................................................................................................................................................................... 32

Report on Corporate Governance ................................................................................................................................................................................ 42

Management Discussion and Analysis Report ............................................................................................................................................................. 62

Business Responsibility Report ..................................................................................................................................................................................... 77

Standalone Financial Statements (Pages 86 to 173)

Independent Auditors’ Report to the members .............................................................................................................................................. 86

Balance Sheet .................................................................................................................................................................................................... 98

Statement of Profit and Loss ............................................................................................................................................................................ 99

Statement of Cash Flows .................................................................................................................................................................................. 100

Statement of Changes in Equity ....................................................................................................................................................................... 102

Consolidated Financial Statements (Pages 174 to 284)

Independent Auditors’ Report to the members .............................................................................................................................................. 174

Balance Sheet ................................................................................................................................................................................................... 182

Statement of Profit and Loss ............................................................................................................................................................................ 183

Statement of Cash Flows .................................................................................................................................................................................. 184

Statement of Changes in Equity ....................................................................................................................................................................... 186

4 Ashok Leyland Limited

Revenue (Gross sales) 13,299 10,561 14,486

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Type of shareholders Login Method

a. Please visit https://eservices.nsdl.com either on a personal computer or on a mobile

e. Click on options available against company name or e-voting service provider –

ii. If you are not registered for IDeAS e-Services -

a. The option to register is available at https://eservices.nsdl.com.

b. Select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/

II. E-voting website of NSDL

12 Ashok Leyland Limited

Type of shareholders Login Method

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INFORMATION ABOUT THE NON-EXECUTIVE DIRECTORS: