Market & News

BOARD'S REPORT

Dear Members,

Your Directors are pleased to present the forty second annual report, together with the Company's audited financial statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS - STANDALONE & CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:

				(Rs. in crore)
Particulars	Standalone Year ended		Consolidated Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	41,812.29	38,348.27	41,967.50	38,643.16
Profit before Finance cost and Depreciation	6,923.59	6,148.26	6,989.92	6,204.17
Expenses
Finance cost	19.92	18.50	70.65	76.37
Depreciation and amortisation expenses	775.86	711.41	824.59	757.36
Profit from ordinary activities before share of Profit / (Loss) of associates	6,127.81	5,418.35	6,094.68	5,370.44
Profit/ (Loss) of associates
Share in net profit / (loss) of associates	-	-	(161.12)	(120.25)
Exceptional items - VRS expenses	-	159.99	-	159.99
Profit from ordinary activities before tax	6,127.81	5,258.36	5,933.56	5,090.20
Tax expense
Current tax	1,443.10	1,260.95	1,448.02	1,264.18
Deferred tax	74.76	29.45	109.73	83.86
	1,517.86	1,290.40	1,557.75	1,348.04
Net Profit from ordinary activities aftertax	4,609.95	3,967.96	4,375.81	3,742.16
Other comprehensive income /loss (net of tax)	(12.03)	(22.35)	(39.04)	(32.86)
Total comprehensive income for the year	4,597.92	3,945.61	4,336.77	3,709.30
Net Profit / (loss) attributable to
a) Owners of the Company	4,609.95	3,967.96	4,378.48	3,744.83
b) Non-controlling interest	-	-	(2.67)	(2.67)
Other comprehensive income attributable to
a) Owners of the Company	(12.03)	(22.35)	(32.10)	(32.76)
b) Non-controlling interest	-	-	(6.94)	(0.10)
Total comprehensive income attributable to
a) Owners of the Company	4,597.92	3,945.61	4,346.38	3,712.07
b) Non-controlling interest	-	-	(9.61)	(2.77)
Balance of profit brought forward	15,181.42	13,934.48	14,870.51	13,862.79
Dividend
- Interim	2,000.11	1,999.22	2,000.11	1,999.22
- Final	799.72	699.45	799.72	699.45
Adjustment on account of change in controlling interest	-	-	3.99	(4.20)
Other comprehensive income (net of income tax)	-	-	(24.96)	(34.24)
Balance carried to Balance Sheet	16,979.51	15,181.42	16,428.19	14,870.51
Earnings per equity share on Net Profit from ordinary activities after tax (face value Rs. 2/- each) (In Rupees)
- Basic	230.53	198.53	218.96	187.36
- Diluted	230.25	198.18	218.69	187.04

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

During FY 2024-25, your Company clocked sales of 58.99 lakh units over 56.21 lakh units in the previous FY. Revenue from operations was Rs. 40,756.37 crore as compared to Rs. 37,455.72 crore in FY 2023-24, registering an increase of 8.81%.

Profit Before Tax (PBT) in FY 2024-25 was Rs. 6,127.81 crore as compared to Rs. 5,258.36 crore in FY 2023-24, reflecting an increase of 16.53%. Profit After Tax (PAT) in FY 2024-25 was Rs. 4,609.95 crore as against Rs. 3,967.96 crore in FY 2023-24, an increase of 16.18% from the previous year.

Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA) stood at 14.40% in FY 2024-25, as compared to 14.03% in FY 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of the Companies Act, 2013 ('the Act') and Indian Accounting Standards (IND AS)110 on Consolidated Financial Statements, read with (IND AS) 28 on Investments in Associates and Joint Ventures, the Audited Consolidated Financial Statementsforthe financial year ended March 31, 2025 along with Auditor's Report are provided in this annual report.

UPDATE ON SIGNIFICANT MATTERS

Effective April 30, 2025, Mr. Niranjan Gupta stepped down from his position as Chief Executive Officer (CEO) of the Company. Subsequently, with effect from May 1, 2025, Mr. Vikram S. Kasbekar, the Executive Director, assumed the position of Acting CEO. Mr. Kasbekar would also continue in his position as Executive Director.

During the year ended March 31, 2024, the Income Tax Authorities had disallowed certain expenses incurred in prior periods and made a demand of Rs.178 crore. The Company evaluated the demand and based on external legal advice, supporting documents for these expenses and other available information had filed an appeal with the Commissioner of Income Tax - Appeals in April 2024.

There were investigations instituted against the Company by government agencies in the past. During the current year, certain investigations against the Company were concluded favourably, while uncertainty exists regarding the ultimate outcome of the other investigations, based on the developments in favour of the Company's position and external legal advice, the Company after considering available information and facts, as of the date of approval of the financial statements, has not identified any adjustments, disclosures or any effect to financial statements or financial information. These facts have also been disclosed in the note no. 34 of the standalone financial statements and note no 36 in the consolidated financial statements. The audit report (standalone and consolidated) remains unmodified.

CAPITAL STRUCTURE

The authorised share capital of the Company as on March 31, 2025 stood at Rs. 58,00,00,000 divided into 25,00,00,000 equity shares of face value of Rs. 2 each and 8,00,000 preference shares of face value of Rs.100 each.

During the year under review, 89,095 equity shares of face value Rs. 2/- each were allotted on exercise of Employee stock options, Restricted Stock Units and Performance Restricted Stock Units, by the employees of the Company, issued under the Employee Incentive Scheme-2014. Consequently, the issued and paid-up share capital of the Company as on March 31, 2025 was Rs. 40,00,21,672 divided into 20,00,10,836 equity shares of Rs. 2/- each.

The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs. 2/- each, ranking pari-passu.

DIVIDEND

Your Directors are pleased to recommend for your approval a final dividend of Rs. 65/- per equity share (3,250%) of face value of Rs. 2/- each in addition to an overall Interim Dividend of Rs. 100/- per share (5,000%), aggregating a total dividend payout of Rs. 165/- per equity share (8,250%) for FY 2024-25. In the previous year, total dividend payout of Rs. 140/- per equity share (7,000%) of face value of Rs. 2/- each was made. Final dividend, if approved at the ensuing Annual General Meeting, shall be paid to the eligible members within the stipulated time period. The Company has fixed Thursday, July 24, 2025 as the record date for the purpose of determining the entitlement of Members to receive the dividend for FY 2024-25

Dividend Distribution Policy of the Company as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') is available at the following link: https://www.heromotocorp.com/content/dam/hero-aem- website/in/en-in/company-section/reports-and-polices/ policies/pdfs/dividend distribution policy 2024.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report forms an integral part of this Annual report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business in India and abroad, risk management systems and other material developments during the year under review.

CHANGE IN NATURE OF BUSINESS

During FY 2024-25, there was no change in the nature of Company's business.

CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES

During FY 2024-25, your Company concentrated its efforts on seizing opportunities, making strategic investments, and enhancing business resilience, all while prioritising growth and the fortification of its product portfolio.

A thorough analysis of economic conditions and challenges related to commodities enabled us to reassess our manufacturing capabilities and optimise resource allocation, allowing for a more comprehensive approach to improving capacity utilisation.

During the period under review, the Board of Directors at its meeting held on February 6, 2025 approved an investment of upto Rs. 5.15 crore for the purpose of Solar Power Wheeling for the Company's Dharuhera and Gurugram plants by setting up a Special Purpose Vehicle in partnership with Clean Max Enviro Energy Solutions Private Limited. Further, the Board at its meeting held on March 20, 2025 approved a strategic investment of upto Rs. 525 crore in Euler Motors Private Limited, commercial electric vehicle manufacturer. The Company completed acquisition of 34.10% shares in Euler Motors on May 9, 2025.

GLOBAL FORAYS

Redefining Global Mobility with Precision, Purpose, and Performance

In FY 2024-25, your Company reaffirmed its position as a formidable force in global mobility, delivering an exceptional export performance with 2,87,429 units dispatched, representing a robust growth of 43.05% over the previous fiscal year. This success was a testament to the Company's strategic clarity, market responsiveness, and executional excellence across geographies.

Key Growth Drivers in FY 2024-25

1. Market-Focused Strategy: Driving Growth Through Hyper-Local Execution

In FY 2024-25, your Company continued to sharpen its global growth trajectory through a hyper-local, insights- led strategic approach, tailored to the unique demands of each market. By deploying deep consumer insights, agile planning, and strong in-market execution. Hero has made significant strides in key geographies such as Mexico, Argentina, Guatemala, Colombia, Bangladesh, and Nepal.

Two of Hero's joint venture markets stood out with exceptional performance:

• Bangladesh recorded a retail growth of 51.3%,, a testament to the strength of brand trust, new product launches, and focused channel strategies.

• Colombia delivered a remarkable 66% year-on- year retail growth, driven by premium product portfolio, strong retail expansion, and impactful brand engagement.

2. Product Portfolio Enhancement

To address shifting customer preferences and elevate brand relevance, the Company introduced several new models, including the Xtreme / Hunk 125R, Hunk 150 Xtec, Xpulse 200 4V Euro5+, and Dash 125 Euro5+. These launches catered to both premium aspirations and commuter needs, strengthening Hero's value proposition in diverse markets.

3. Brand Building with Cultural Resonance

Your Company amplified brand presence through innovative storytelling and localised engagement. Strategic campaigns, including high-impact association with brand ambassadors in Latin America, enhanced the brand deal. The Company also executed major brand activations with Xtracks across Nepal, Turkey, Colombia, Mexico, and Argentina, reinforcing superior customer experience and brand preference.

4. Strategic Market Expansion

The Company marked key milestones in its global footprint with:

• Launch of operations in the Philippines.

• Re-entry into Nigeria.

• Relaunch of operations in Nepal.

• Commencement of dispatches to Sri Lanka.

These developments underscore Hero MotoCorp's commitment to long-term partnerships and sustainable growth across emerging markets.

5. Customer-Centric Transformation - Hero Sure

Hero's launch of the Hero Sure Exchange Platform in Nepal marked a new chapter in customer lifecycle management. The platform enables seamless upgrade options, improves brand loyalty, and redefines the after-sales experience-setting a new benchmark in customer-centric innovation.

6. Digital Ecosystem Reinforcement

FY 2024-25 also saw the Company accelerate its digital transformation with:

• A refreshed corporate website.

• Deployment of an agile Lead Management System (LMS).

• Rollout of a comprehensive Dealer Management System (DMS).

These initiatives created a more responsive, transparent, and interconnected global ecosystem.

INNOVATION

Hero Innovation Team: Building a Culture of Co- Creation for a Future-Ready India

FY 2024-25 has been a landmark year for Hero Innovation Team at estament to your Company's commitment to nurturing a deep-rooted, inclusive, and forward-thinking innovation culture. Guided by our Chairman's vision, Hero Innovation Team has emerged as a powerful enabler of change.

Fostering Internal Innovation - Tapping the Power of Our People

The FY 2024-25 edition of our Idea Contest demonstrated the untapped creative potential within the Company. With over 1,400 ideas submitted by employees across the organisation, the program reflects the growing enthusiasm and participation in shaping Hero's innovation agenda. Importantly, we recorded a significant increase in diversity participation-from 6% to 23%-underscoring our effort to democratise innovation and make it more inclusive.

Enabling Entrepreneurial Ecosystems - Hero for Startups

The Hero for Startups initiative has matured into a robust national accelerator. The program offers selected start-ups the access to world-class resources, mentorship, and business development opportunities to scale their solutions and create a meaningful impact. A key highlight has been the signing of 6 MoUs and 2 collaborative partnerships with various state governments and startup missions, creating formal pathways for collaborative problem-solving, pilot projects, and deployment opportunities.

Driving Social Innovation - Hero Sambhav

In FY 2024-25, we launched Hero Sambhav, under the visionary guidance of our Executive Chairman, Dr. Pawan Munjal to initiate the possibility of fostering entrepreneurial talent within our own Hero family. The program received an overwhelming response, with 158 applications from across the country. Notably, 55% of the applications came from women innovators, a strong signal of Hero's growing role in amplifying underrepresented voices in innovation.

Igniting Young Minds - Young Innovators Program

Through the Young Innovators Program, Hero Innovation Team reached out to over 200 students across Delhi NCR, culminating in a cohort of 42 students. These students came from 17 different schools, with programs running both at our Gurugram and Haridwar facility, fostering immersive, hands- on learning experiences.

Strengthening Our Network - Hero Dealer Innovation Community

FY 2024-25 also saw the formal launch of the Hero Dealer Innovation Community, unveiled by our Executive Chairman, Dr. Pawan Munjal, at the National Dealer Conference, in Barcelona. This first-of-its-kind platform brings together 256 dealers from across India into a single innovation cohort. It encourages localised innovation, peer learning, and collaborative solutioning within our extended partner ecosystem.

Scaling Through Strategic Partnerships - A Multi- Stakeholder Approach

We entered into collaborative partnerships with the Ministry of Electronics and Information Technology (MeitY) to align with India's digital innovation goals. Hero Innovation Team also had the honour of being conferred with the Corporate Innovation Champion recognition award by MeitY, Government of India, at the coveted Startup Mahakumbh organised by the Department for Promotion of Industry and Internal Trade. We were also recognised by the India Energy Storage Alliance as the Technology Innovation of the Year (EV Battery), Innovation Catalyst and Innovation leader.

ETHICAL PRACTICES

Pledged to ethical and responsible conduct, your Company believes in acting in the best interest of the customers, public, employees, business partners and all other stakeholders. Successful business and reputation is built on prioritising the interest of stakeholders and establishing a strong foundation of trust. Your Company follows rigorous product safety and quality standards to fulfill its fundamental responsibility to build faith of the customers in the quality of products. Supplier selection and purchases are based on need, quality, service, price and other terms and conditions. Supplier relationships are conducted by way of appropriate written contracts and are based on high standards of ethical business behaviour. Duty to the Company requires its employees, to avoid and disclose actual and apparent conflicts of interest. No employee shall appropriate corporate business opportunities for themselves and use the Company information or position for personal gains. Your Company is committed to transparency in disclosures and public communications except where the need of business security dictates otherwise. Your Company is committed to make full, fair, accurate, timely and understandable disclosure on all material aspects of its business including periodic financial reports that are filed with or submitted to regulatory authorities.

QUALITY

Our quality philosophy is anchored in an unwavering commitment to excellence, a principle we translate into tangible action through robust quality management practices that permeate every stage of our value chain. This commitment is realised through a meticulously structured approach, encompassing rigorous design verification and validation protocols, coupled with meticulous product development practices that prioritise precision and innovation. The Quality team took the lead in establishing a framework for Perceived Quality thereby focusing on critical areas to improve the product appeal through an engineering driven methodology. This has helped in establishing a clear roadmap for future models in the areas of Fit/Finish and haptics.

By strategically refining prior initiatives and proactively embracing cutting-edge digitalisation - including Digital Control Plans and Supplier Audits extending to Tier 2, with Digital Pre-dispatch reports planned for future implementation - we've fortified our supply chain's resilience and efficiency. Within our manufacturing quality operations, we've prepared a digital Poka-Yoke repository for quick feedbacks and horizontal deployments, alongside other realtime performance dashboards that provide comprehensive visibility for tracking key operational metrics.

Our new Field Technical Support vertical is structured with a customer-oriented and competence-based approach, guided by our Chief Quality Officer (CQO), and is focused on rapidly resolving new model issues and market quality concerns. Furthermore, to proactively ensure defect-free launches and achieve 'First Time Right' quality for new models, we've established a dedicated Development Quality Excellence department. By including all stakeholders in our quest for world-class quality, we support our goal of promoting a culture of quality across the value chain.

SAFETY AMD WELL BEING OF EMPLOYEES

Safety is an overriding priority at your Company. The Company has taken utmost care in building inherent safety mechanisms in its machines, equipment's and processes and put in the best efforts to provide safe and comfortable working conditions. The Company has an Occupational Flealth & Safety Policy with a focus to prevent any work related injury and ill health of employees, permanent & non-permanent workers, contractors, community and all interested parties by eliminating hazards and reducing risks.

We have introduced hardware control to minimise the impact such as provision of Material Handling Equipment (MHE) antifatigue mat, footrest, conveyors, working platform, noise & vibration dampeners, dust & fume extraction system, ventilation, comfort cooling, etc. Administrative controls such as management of remote/lone working, reallocation, discouraging overstay, periodic health examination, mental wellness programs, health talks, counseling sessions, yoga and meditation programs, survey and assessment of mental health, fairness and transparency in appraisal processes, flexible work time policy, flexible leave policies, job and role enrichment, supporting and promoting diversity at the workplace and various insurances for employees and families. Suitable and effective Personal Protective Equipments (PPEs) are designed and deployed on every workstation e.g. ear defenders and gloves are provided to manage high noise & vibration.

The Management of Change (MOC) process is used to manage risks that may arise out of the change made in existing system. MOC implementation has drastically improved the safety measures in course executing changes in the plant and process. We then started doing quantitative Risk Analyses (RA), employing suitable RA techniques such as Pre-Startup Safety

Review, Flazop, and Quantitative Risk Assessment, involved relevant stakeholders, and had synergy among teams. This helped us visualise hidden risks, reduced turnaround time and the no of snags in changes being made. We have developed our programs and initiatives, which comply with legal and statutory requirements and international standards ISO- 45001, British safety council Five-star rating OFIS standard, and standards developed by bodies including International Labour Organisation and World Health Organisation so that we can implement best practices to promote wellness and safety at ou r workplace.

The Sword of Honour has been awarded based on the excellence in Occupation Health & Safety management at Gurugram plant in accordance to the British Safety Council Five Star Occupational Health and Safety Audit Specification 2023. Earlier, the plant was awarded the Five Star grading with a score of more than 92% for the qualification period August, 2023 to July, 2024.

DIVERSITY & INCLUSION

Our ongoing commitment to Diversity, Equity, and Inclusion

Building on the foundations laid in the previous fiscal year, FY 2024-25 has seen us further embed Diversity, Equity, and Inclusion (DE&I) into the core of our operations and culture. Our commitment to fostering a workplace where every individual feels valued, respected, and empowered remains unwavering. This year, we have not only sustained our efforts but also expanded our initiatives to create a more inclusive and equitable environment for all.

Greens Shoots: Our expanding impact

• 43% increase in joining of Women in FY 25.

• 18.7% increase in the total number of women in workforce.

• 85% returning mothers continue to work with us.

• 25% increase in Women Senior Management.

Empowering Women in Leadership

Our commitment to nurturing women in leadership roles remains a key priority. We have continued to invest in programs designed to support their growth and development:

• Women in Leadership Programme (in partnership with BML University): This program, tailored for women employees aspiring to managerial and leadership positions, has successfully concluded its 8^th batch this year. We are proud to see the continued impact of this program in empowering women to advance their careers.

• SheLeads: Leaders without Limit: Building on our leadership development initiatives, we introduced "SheLeads: Leaders without Limit," a transformative journey designed to empower women employees to embrace their "Power of Self."

This 3-month program focuses on cultivating a growth mindset, enhancing self-belief, and enabling participants to unleash their full potential.

We celebrated the successful completion of the 1^st batch of "SheLeads" this year.

• MOMentum: We recognise the unique challenges faced by women during maternity leave and the transition back to work. Our "MOMentum" initiative provides dedicated coaching and counseling sessions to women employees during this critical phase, ensuring they feel supported and valued. This program also ensures a smooth return to work.

• SheRides: SheRides is a riding programme for women employees that we curated to encourage more women to take up riding of motorcycles, navigate different terrains, and find a tribe who can support their learning journey. We have had 150 women employees sign for this and there is a lot of excitement around it.

Fostering a broader culture of Inclusion

Beyond gender diversity, we are committed to building a workplace where all forms of diversity are celebrated and embraced. This year, we have taken further steps to enhance inclusivity across the board.

DE&I Sensitisation for Leadership: We have designed and implemented comprehensive sensitisation workshops for our leadership teams to deepen their understanding of DEI principles, unconscious biases, and the impact of these factors on workplace culture and decision-making.

Fine Balance Workshop: our "Fine Balance" workshop encourages open and honest dialogue about creating an inclusive workspace. By bringing together cross-functional teams, including Functional Fleads and their N-1s, we are fostering a shared understanding of the importance of inclusivity and driving collective action.

Recognition of DE&I efforts

• Best Companies for Women in India, Manufacturing 2024-25 byAvtarand Seramount. The Award recognises your Company's strategic and progressive policies and practices to scale up the number of women in its workforce contributing to a larger systemic change in the participation of women in the automotive workforce.

• Flonored as one of the "Best organisation for Women", Economic Times 2024-25 for the third consecutive year.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2025, your Company has 6 subsidiaries including step down subsidiaries and 2 associate companies. The performance of these companies are regularly monitored.

The annual accounts of these subsidiary companies are available on the website of the Company viz. www. heromotocorp.com and shall also be kept open for inspection at the registered office of the Company. The Company shall also make available the annual accounts of these companies to any member of the Company who may be interested in obtaining the same. The consolidated financial statements presented by the Company include the financial results of its subsidiary and associate companies.

In compliance with the provision of Section 129(3) of the Act, a separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed Form AOC-1 is annexed to consolidated financial statement.

Subsidiary Companies

HERO TECH CENTER GERMANY GMBH ('HTCG')

HTCG is a wholly owned subsidiary of your Company, incorporated in Germany to undertake research and development and such other ancillary activities for the manufacturing, testing, validating, etc. of two-wheelers and components/parts thereof. It also undertakes, coordinates and facilitates two-wheeler rally participation and development activities. During FY 2024-25, HTCG has reported unadjusted revenue of Rs. 157.58 crore and a net profit of Rs. 7.80 crore.

HMCL NETHERLANDS B.V. ('HNBV')

HNBV is a wholly owned subsidiary of your Company, incorporated in Netherlands as a private company with limited liability under the laws of The Netherlands with the primary objective of promoting overseas investments. During FY 2024-25, HNBV has reported turnover of Rs. 7.69 crore and a net loss of Rs. 113.14 crore.

HMCL COLOMBIA S.A.S. ('HMCLC')

HMCLC was incorporated in Colombia as a joint venture between HNBV and Woven Holdings LLC as a simplified stock corporation company. HNBV currently holds 68% equity in HMCLC and 32% equity is held by Woven Holdings LLC, on a fully diluted basis. The main business of HMCLC is to manufacture and sell two-wheelers in Colombia. It has a manufacturing facility with a production capacity of 80,000 units per annum. During FY 2024- 25, the Company has reported unadjusted revenue of Rs. 671.70 crore and a net loss of Rs. 22.50 crore.

HMCL NILOY BANGLADESH LIMITED ('HNBL')

HNBL was incorporated in Bangladesh as a joint venture between HNBV and Niloy Motors Limited, Bangladesh as a limited liability company. HNBV currently holds 55% equity in HNBL and 45% equity is held by Niloy Motors Limited, Bangladesh. The main business of HNBL is to manufacture

and sell two wheelers. It has a manufacturing facility with a production capacity of 1,50,000 units per annum. During FY 2024-25, HNBL reported unadjusted revenue of Rs. 562.28 crore and a net profit of Rs. 1.20 crore.

HMCL AMERICAS INC. ('HMCLA')

HMCLA is a wholly owned subsidiary of your Company, incorporated as a Corporation pursuant to the General Corporation Law of the State of Delaware, United States of America with the primary objective to pursue various global businesses. During FY 2024-25, FIMCLA has reported unadjusted revenue of Rs.1.19 crore and a net profit of Rs. 0.87 crore.

HMC MM AUTO LIMITED ('HMCMMA')

Your Company has a joint venture with Marelli Europe S.p.A, Italy, namely FIMC MM Auto Limited in India, which is set up for the purpose of carrying out manufacturing, assembly, sale and distribution of two-wheeler fuel injection systems and parts. Your Company holds 60% of the equity share capital in HMCMMA. During FY 2024-25, HMCMMA has reported unadjusted revenue of Rs. 470.50 crore and a net profit of Rs. 9.92 crore.

Associate Companies

HERO FINCORP LIMITED ('HFCL')

HFCL is an associate of your Company, incorporated in the year 1991. Your Company holds 41.15% in the equity share capital of HFCL. HFCL is a non-banking finance company engaged in providing financial services, including two-wheeler financing and providing credit to Company's vendors and suppliers. Over the years, it has added several new products and customers in its portfolio, like SME and commercial loans, loan against property, etc. During FY 2024-25, HFCL has filed its Draft Red Herring Prospectus dated July 31, 2024, with the Securities and Exchange Board of India, BSE Limited and National Stock Exchange of India Limited in connection with the Initial Public Offering of its equity shares comprising of a fresh issue of Equity Shares and an offer for sale of Equity Shares by certain existing and eligible shareholders of HFCL. The Offer is subject to receipt of regulatory approvals, market conditions and other considerations.

During FY 2024-25, HFCL's Profit attributable to the Company is Rs. 17.44 crore.

ATHER ENERGY LIMITED ('AEL')

AEL is a public limited company, focused on developing, designing and selling premium electric two-wheelers. The shareholding of your Company in AEL is 39.60% as at March 31, 2025. During FY 2024-25, AEL's loss attributable to the Company is Rs. 191.49 crore. During the year under review, AEL successfully completed its Initial Public Offering and subsequently listed its equity shares on BSE Ltd. and National Stock Exchange of India Limited (NSE) on May 6, 2025.

EULER MOTORS PRIVATE LIMITED ('EULER MOTORS')

In May 2025, your Company acquired 34.10% shareholding (on a fully diluted basis) of Euler Motors. Consequently, Euler Motors has became an Associate Company of HMCL. Euler Motors is engaged in the business of designing, manufacturing, selling and servicing of electric three and four-wheeler vehicles.

During the period under review, no company ceased to be the subsidiary/associate of the Company.

Material Subsidiaries

The Board of Directors of your Company ('the Board') has approved a policy for determining material subsidiaries. As on March 31, 2025, your Company does not have a material subsidiary.

The Policy for determining material subsidiaries can be viewed on the Company's website, www.heromotocorp.com at the following link:

https://www.heromotocorp.com/content/dam/hero-aem- website/in/en-in/companv-section/reports-and-polices/ policies/pdfs/policv on material subsidiaries 06 02 2025.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Appointments & Re-appointments

During the FY 2024-25, the following Directors were re-appointed with the approval of the shareholders of the Company:

1. Mr. Vikram S. Kasbekar (DIN: 00985182) as Whole-time Director for a period of three (3) years commencing from August 8, 2024 upto August 7, 2027.

2. Ms. Tina Trikha (DIN : 02778940) as Non-Executive Independent Director, for a second term of five (5) years, with effect from October 23, 2024 upto October 22, 2029.

3. Ms. Camille Tang (DIN : 09404649) as Non- Executive Independent Director, for a second term of three (3) years, with effect from November 19, 2024 upto November 18, 2027.

4. Mr. Rajnish Kumar (DIN : 05328267) as Non- Executive Independent Director, for a second term of three (3) years, with effect from November 25, 2024 upto November 24, 2027.

Further, based on the recommendation of the Nomination and Remuneration Committee and considering eligibility, extensive knowledge, skills, experience, time

commitment, availability, attendance and contributions in Board and committee meetings and the report of performance evaluation, the Board of Directors at its meeting held on May 13, 2025, subject to the approval of the members by way of special resolution, has approved the re-appointment of Air Chief Marshal Birender Singh Dhanoa (Retd.) (DIN: 08851613) as a Non-Executive Independent Director, not liable to retire by rotation, for second term of five (5) years commencing from October 1, 2025 upto September 30, 2030 (both dates inclusive).

In terms of the applicable provisions of the Act and the Articles of Association of the Company, Ms. Vasudha Dinodia (DIN: 00327151), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Brief resume and other details for the above said Directors have been furnished in the 'Annexure A' of the Notice of AGM.

None of the Directors on the Board of the Company has 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 other statutory authority.

The Company has a robust succession planning process which is overseen by the Nomination and Remuneration Committee. During FY 2024-25, none of the Directors resigned from the Company.

(ii) Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) and Schedule IV of the Act and Regulation 16(1 )(b) of the Listing Regulations. There has been no change in the circumstances affecting the status of Independent Directors of the Company.

Further, the Independent Directors have confirmed that they are not aware of any circumstances or situations, which exist or may be anticipated that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence and they are independent to the management.

In the opinion of the Board, the Independent Directors of the Company are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields. They fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.

In compliance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors have passed the online proficiency self-assessment test conducted by IICA exceptthose who have been exempted in compliance with the provisions of this Act.

(iii) Key Managerial Personnel

During the year under review, Mr. Niranjan Gupta tendered his resignation from the role of Chief Executive Officer effective from April 30, 2025. The Board has appointed Mr. Vikram S. Kasbekar, Executive Director, to assume the role of Acting Chief Executive Officer (CEO) of the Company, effective from May 1,2025.

As on March 31, 2025, Dr. Pawan Munjal, Executive Chairman, Mr. Niranjan Gupta, Chief Executive Officer, Mr. Vivek Anand, Chief Financial Officer and Mr. Dhiraj Kapoor, Company Secretary and Compliance Officer were the Key Managerial Personnel of the Company, in compliance with Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Following Mr. Gupta's resignation, Mr. Vikram S. Kasbekar has been appointed as the Acting Chief Executive Officer (CEO) starting from May 1, 2025.

None of the KMPs are debarred by SEBI from being associated as a KMP of the Company.

BOARD MEETINGS

During FY 2024-25, eight(8) meetings of the Board of Directors were held. For details of these Board meetings, please refer to the section on Corporate Governance of this Annual Report.

COMMITTEE MEETINGS

During FY 2024-25, various committee meetings were conducted by the Company. For details of these Committee meetings, please refertothe section on Corporate Governance of this Annual Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for FY 2024-25. The Nomination and Remuneration Committee conducts a comprehensive review of the evaluation framework based on which the Board carries outthe evaluation. The evaluation process employs structured questionnaires covering various aspects for the assessment.

The evaluation criteria for the Board and Directors includes among other factors, composition of Board, balance of expertise, experience and diversity, engagement in strategic planning process, business plans, capital expenditure, proactiveness in monitoring business challenges, constructive discussions on business matters, established robust frameworks for statutory compliance, risk management, & internal financial controls. In line with the emerging trends, the Board of Directors were also evaluated on the parameters like Company's preparedness for future, Environment, Social and Governance, information security and Corporate Social Responsibility.

The Non-Executive Directors were evaluated on various factors including intellectual independence, understanding of the Company's vision, mission, strategies, quality of their contributions, their reliance on factual information and awareness with latest developments in the areas of financial reporting, technology, industry trends, contribution in corporate governance practices, etc.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, update to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

The performance evaluation of the Chairman and Executive Director was based on various criteria, inter alia, including their intellectual independence and the quality of their contributions and standards of conduct, their ability to concentrate on strategic matters, engage constructively with board members and key stakeholders and comprehend the governance, regulatory, and oversight functions of the Board. They were also evaluated on their capacity to balance the interests of shareholders, customers, employees, and other stakeholders, as well as their understanding of the regulatory and legislative landscape. Furthermore, their judgement in handling sensitive issues, skills in analysing and addressing uncertainties, adversities, and conflicts, willingness to present differing viewpoints and commitment to fulfilling their obligations and fiduciary responsibilities as directors were also taken into account.

As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board. The Board possesses necessary skills and expertise including a diverse composition and exhibits overall effectiveness. It prioritises all essential aspects of the business, concentrating on strategic discussions and effectively engages with management in all key areas. The leadership has immensely gained from its guidance. The Board members conveyed their appreciation for the strategy and familiarisation programs organised by the Company during the year. The details of familiarisation programme are available on the Company's website at www. heromotocorp.com. The Board committees have also been functioning well and contributing effectively. The performance of individual directors was found satisfactory. Suggestions/ feedback relating to focus on EV, premium segment and international markets were given by the Board members.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards were followed, along with proper explanation relating to material departures;

2. that appropriate accounting policies were selected and applied consistently and judgements and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of the Company affairs as at March 31, 2025 and of the profit and loss of your Company for the financial year ended March 31, 2025;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

4. that the annual accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis;

5. thatthey have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

6. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemsare adequate and operating effectively.

REMUNERATION AND BOARD DIVERSITY POLICY

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of your Board has formulated a Remuneration and Board Diversity Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, senior management and other employees of your Company and to ensure diversity at the Board level. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as Employees Stock Options (ESOPs), Restricted Stock Units (RSUs), Performance Restricted Stock Units (PRSUs), etc. Further, the compensation package of the Directors, Key Managerial Personnel, senior management and other employees is designed based on the set of principles enumerated in the said policy. Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, senior management and other employees is as per the Remuneration Policy of your Company. The remuneration details of the Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary & Compliance Officer, along with details of ratio of remuneration of each Director to the median remuneration of employees of the Company for the year under review are provided as Annexure - I. The Remuneration and Board Diversity Policy of your Company can be viewed at the following link: https:// www.heromotocorp.com/content/dam/hero-aem-website/ in/en-in/companv-section/reports-and-polices/policies/ pdfs/Renumeration.pdf

The salient features of the Remuneration and Board Diversity Policy are as under:

1. To determine remuneration of Directors, KMP, senior management personnel and other employees, keeping in view all relevant factors including industry trends and practices.

2. At the Board meeting, only the Non-Executive and Independent Directors shall participate in approving the remuneration paid to the Executive Directors.

3. The remuneration structure for the Executive Directors would include basic salary, commission, perquisites & allowances, contribution to Provident Fund and other funds. If the Company has no profits or its profits are inadequate, they shall be entitled to minimum remuneration as prescribed under the Act.

4. The Non-Executive and/or Independent Directors will also be entitled to remuneration by way of commission aggregating upto 1% of net profits of the Company pursuant to the provisions of Section 197 and 198 of the Act, in addition to sitting fees.

5. The compensation for Key Managerial Personnel, senior management and other employees is based on the external competitiveness and internal parity through periodic benchmarking surveys. It includes basic salary, allowances, perquisites, loans and/or advances as per relevant HR policies, retirement benefits, performance linked pay out, benefits under welfare schemes, etc. besides long term incentives/ESOPs/RSUs/PRSUs or such other means as may be decided by the NRC.

6. Performance goals of senior management personnel shall be quantifiable and assessment of individual performance to be done accordingly. A significant part of senior management compensation will be variable and based upon Company performance.

7. To ensure adequate diversity at Board level, all appointments to be made on the basis of merit and due regard shall be given to other diversity attributes. The NRC shall recommend the appointment or continuation of members to achieve optimum combination at the Board and periodically assess the specific requirements in relation to Board diversity. For appointment of an Independent Director, the NRC shall evaluate the balance of skills, knowledge and experience on the Board and prepare a description of role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have capabilities identified in such description.

EMPLOYEES' INCENTIVE SCHEME

In terms of the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ('SBEB Regulations'), the NRC of your Board, inter-alia, administers and monitors the Employees' Incentive Scheme, 2014 (Scheme) of your Company.

Applicable disclosures as stipulated under the SBEB Regulations with regard to the Employees' Stock Option Scheme are available on the Company's website, www. heromotocorp.com and can be viewed at the following link: https://www.heromotocorp.com/en-in/company/investors/ annual-report. html Rs.kev1=annual-report&key2=2024-25. Fu rther, there is no change in the Scheme and the Scheme is in compliance with the SBEB Regulations.

Your Company has received a certificate from M/s SGS Associates LLP, Company Secretaries (Firm Registration No. L2021DE011600), the Secretarial Auditors' of the Company that the Employees' Incentive Scheme, 2014 for grant of ESOPs, RSUs and PRSUs has been implemented in accordance with the SBEB Regulations and the resolution passed by the members through postal ballot. The certificate would be placed/ made available at the ensuing annual general meeting for inspection by the members.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules'), is appended as Annexure - I and forms an integral part of the Annual Report. Pursuant to Section 136 of the Act read with Rule 5 of the Rules, the report is being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary & Compliance Officer at the registered office of the Company.

CORPORATE GOVERNANCE

YourCompany is committed to benchmarking itself with global standards of Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance.

The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance and best management practices that are followed globally. The Code is available on your Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp.com/content/dam/hero- aem-website/in/en-in/company-section/reports-and- polices/policies/pdfs/Code7i)20of7i)20conduct.pdf

In terms of Listing Regulations, a report on Corporate Governance is enclosed as Annexure II and a certificate from M/s SGS Associates LLP, Company Secretaries (Firm Registration No. L2021DE011600) confirming compliance of the conditions of Corporate Governance is annexed as Annexure - III to this report. Further, the certificate on Non-disqualification of Directors and compliance certificate pursuant to regulation 17(8) and 34(3) of Listing Regulations are enclosed as Annexure - IV and Annexure - V, respectively.

TRANSFER TO GENERAL RESERVE

During the year under review, no amount has been transferred to General Reserve of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred unpaid/ unclaimed dividend, amounting to Rs. 10.43 crore for the FY 2016-17 interim and final & FY 2017-18 interim and 13,199 shares to the Investor Education and Protection Fund (IEPF) Authority of the Government of India. The dividend pertaining to the shares transferred to demat account of the IEPF Authority amounting to Rs. 10.84 crore (after deduction of tax) was also transferred to the IEPF Authority. Accordingly, the total amount of dividend transferred by the Company to IEPF Authority during the FY25 was Rs. 21.27 crore. Further, the cumulative amount of unpaid dividend lying in various unpaid dividend account(s) of the Company, as on March 31, 2025, is Rs. 22.27 crore.

MATERIAL CHANGES AND COMMITMENTS

No material change and/or commitment affecting the financial position of your Company has occurred between the end of financial year and the date of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During FY 2024-25, your Company has not given any loan or guarantee pursuant to provisions of Section 186 of the Act. Details of investments made in terms of Section 186 of the Act are as under:

			(Rs. in crore)
	Principal Amount (Shares)	Principal Amount (Bonds/ Debentures)	Total
Opening	4,761.35	1,663.22	6,424.57
Addition	123.83	211.77	335.60
Reduction	-	147.11	147.11
Closing Balance	4,885.18	1,727.88	6,613.06

DEPOSITS

Your Company has neither accepted nor renewed any deposits during FY 2024-25 in terms of Chapter V of the Act.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During FY 2024-25, all contracts/arrangements/transactions entered into by your Company were in compliance with the applicable provisions of the Act and the Listing Regulations.

Further, during FY 2024-25, there were no materially significant related party transactions entered into by your Company with the Promoters/Promoter Group, Directors, Key Managerial Personnel or other designated persons, which might have potential conflict with the interest of the Company at large.

In accordance with the established procedure, relevant information regarding each Related Party Transaction, along with the necessary justifications, is submitted to the Audit Committee as mandated by the SEBI Circular. All related party transactions are placed before the Audit Committee and are approved only by independent non-conflicted members. The approval of the Board for related party transactions has also been taken in accordance with the applicable provisions of the Act and the Listing Regulations, wherever required. During FY 2024-25, your Company has obtained prior omnibus approval of the Audit Committee for related party transactions which were repetitive in nature and are in ordinary course of business and at arm's length. All related party transactions entered during the year were inordinary course of business and atarm's length basis. Further, all the related party transactions are quarterly reviewed by the Audit Committee and the Board. During FY 2024-25, your Company has not entered into any contract/arrangement/transaction with related parties which could be considered 'material' in accordance with the provisions of Listing Regulations and the Company's Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

Related party transactions were disclosed to the Audit Committee and the Board on regular basis as per the Act, Listing Regulations and IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note 36 of the Standalone Financial Statements.

The policy on related party transactions is available on the Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp. com/content/dam/hero-aem-website/in/en-in/companv- section/reports-and-polices/policies/pdfs/related party transactions policy 06 02 2025.pdf

RISK MANAGEMENT FRAMEWORK

Our Enterprise Risk Management (ERM) framework ensures a structured and proactive approach to the identification, assessment, and mitigation of risks that could impact our business operations. While this is the key driver of our business resilience, our core values, culture and commitment to stakeholders - employees, customers, investors, regulatory bodies, and the community around us form the backbone of our ERM framework. By embedding risk management into our decision-making processes, we aim to safeguard our objective while we foster a culture of risk awareness across levels within the organisation.

Culture of Risk Awareness

To embrace a culture of risk awareness from day one, we introduced introductory risk management sessions for new joiners, fostering risk-based thinking. Additionally, the Risk Team launched regional sessions on risk management, crisis management, and business continuity, reinforcing a risk- aware culture and promoting informed decision-making across all levels and regions.

The Risk Team initiated risk registers with critical business functions to develop their respective functional risk registers, to ensure a bottoms-up, structured, and, proactive approach to risk identification and mitigation.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY/ CODE OF CONDUCT

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated the Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances. Your Company has an ethics hotline managed by an independent third party which can be used by employees, directors, vendors, suppliers, dealers, etc. to report any violations to the Code of Conduct. Specifically, stakeholders can raise concerns regarding any discrimination, harassment, victimisation, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

All employees of your Company underwent a mandatory Code of Conduct training which covered the eight (8) pillars of your Company's Code of Conduct and included guidance on all governing principles such as Anti-bribery & Anti-corruption, conflict of interest, fair business practices, transparency and emphasis on equal opportunities while embracing a diverse and inclusive culture.

During the year under review, 52 complaints were received through various reporting channels and 1 complaint was carried forward from the previous year. Out of these, 49 complaints have been investigated and remaining A complaints received in March 2025 are under investigation.

During FY 2024-25, no individual was denied access to the Audit Committee for reporting concerns, if any. Further, the Vigil Mechanism/Whistle Blower Policy prescribes adequate safeguard against the victimisation.

The Vigil Mechanism/Whistle Blower Policy of the Company is available on the Company's website, www.heromotocorp. com and can be viewed at the following link: https://www. heromotocorp.com/content/dam/hero-aem-website/in/ en-in/company-section/reports-and-polices/policies/pdfs/ whistle blower policy 2024.pdf

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

Hero MotoCorp's commitment to the people, planet, and communities has been its foundation. Under our CSR umbrella. Hero We Care, we work on initiatives that create a greener, safer, and more equitable world. From empowering communities and upskilling women to enhancing healthcare for the underprivileged, we are shaping a future where progress is sustainable, diverse, and inclusive. Guided by our core values, we continue to drive positive change, ensuring that our growth benefits society. In the FY 2024-25, your Company received several accolades for its Corporate Social Responsibility initiatives, including the ET Challenger 2G00D Award for All- Round Excellence from the Economic Times, recognition for Best Aid in Sports initiatives, and the Most Influential Higher Education initiative (Project Shiksha), among others.

At Hero MotoCorp, we don't just build vehicles - we build a better tomorrow.

The Company's Sustainability and Corporate Social Responsibility (SCSR) Committee functions under the direct supervision of Dr. Pawan Munjal, Executive Chairman of the Company, and also the Chairman of the SCSR Committee. During the year, the SCSR Committee comprised of Dr. Pawan Munjal (Chairman), Mr. Pradeep Dinodia, Prof. Jagmohan Singh Raju and Ms. Tina Trikha as Members of the SCSR Committee.

The Committee has been reconstituted w.e.f May 13, 2025 and it comprises of four Directors viz. Ms. Vasudha Dinodia (Chairperson), Ms. Tina Trikha, Prof. Jagmohan Singh Raju and Ms. Camille Tang.

POLICY

During FY 2024-25, the CSR policy of the Company was amended to include the following changes:

• The CSR vision of the Company.

• Guiding principles of greener, safer and equitable society.

• The term 'stakeholders' has been defined in the CSR Policy. It encompasses not only the constituents outlined in our CSR Policy but also the beneficiaries.

• Changes made to bring more objectivity in the monitoring process adopted by the Company.

• The scope of impact assessment has been broadened.

The CSR policy of the Company can be viewed at the following link: https://www.heromotocorp.com/content/dam/hero- aem-website/in/en-in/company-section/reports-and- polices/policies/pdfs/csr policy 2024.pdf

The salient features of the Company's CSR Policy are as under:

a) The Company's success is evaluated not only on economic growth but also on contributions to social, environmental, and governance aspects. The CSR

projects of Hero MotoCorp focus on creating a greener, safer, and equitable society.

b) Greener initiatives include sustainable resource management and environmental conservation.

c) Safer initiatives focus on road safety and community safety through awareness programs and training.

d) Equitable initiatives promote diversity, inclusion, and community development, with a focus on supporting armed forces veterans and their families.

e) Implementation of CSR activities can be done directly by the company or through an implementing agency, with a focus on clear objectives, timelines, and employee engagement.

f) A robust monitoring system tracks progress and ensures optimal benefits for stakeholders, with regular reports submitted to the Committee.

g) An annual action plan is formulated by the Committee and approved by the Board, detailing CSR projects, implementation, funding, and monitoring mechanisms.

FY 2024-25 update

During the year under review, your Company spent Rs. 80.54 crore on its CSR activities which is over 21 of the average net profits of preceding 3 financial years. The implementation and monitoring of the CSR is in compliance with the CSR objectives & policy of the Company. The CSR initiatives undertaken by your Company, along with other details, form part of the annual report on CSR activities for FY 2024-25, which is annexed as Annexure - VI. The overview of CSR activities carried out in FY 2024-25 is provided in a separate section in this annual report.

AUDIT COMMITTEE

During the year, the Audit Committee of your Company comprised of the following Non-Executive and/or Independent Directors:

1. Ms. Tina Trikha	Chairperson
2. Mr. Pradeep Dinodia	Member
3. Air Chief Marshal B.S. Dhanoa (Retd.)	Member

The Committee has been reconstituted w.e.f May 13, 2025 and it comprises of four (4) Directors viz. Ms. Tina Trikha, Air Chief Marshal BS Dhanoa (Retd.), Prof. Jagmohan Singh Raju and Mr. Vikram S. Kasbekar. Ms. Tina Trikha continues to be the Chairperson of the Committee.

For the details of the Audit Committee and its terms of reference, etc., please refer to the section on Corporate Governance report of this Annual Report.

During the year under review, all recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018),a peer reviewed firm, were appointed as the Statutory Auditors of the Company from the conclusion of the 39^th Annual General Meeting held in the year 2022 until the conclusion of the 44^th Annual General Meeting of the Company to be held in the year 2027. They have aud ited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self- explanatory and, therefore, do not require further explanation. The Auditors' Report is unmodified and does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

The statutory auditors are a peer reviewed firm, independent of the management and the Company and are professionals appointed to ensure objectivity and impartiality in audit process. The auditors have extensive experience and technical competence in auditing practices, financial reporting and regulatory compliance. Their independence coupled with their professional expertise enables them to carry out their duties effectively, providing a fair assessment of the Company's financials.

Cost Auditors

The Board had appointed M/s. R J Goel & Co., Cost Accountants (Firm Registration No. 000026), as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2024-25. The Cost Auditors will submit their report for the FY 2024-25 on or before the due date. Further, there were no frauds reported by the Cost Auditors to the Audit Committee or the Board under Section 143(12) of the Act. The Board, on the recommendation of Audit Committee, has approved the appointment of M/s. R J Goel & Co., Cost Accountants, as Cost Auditors for the FY 2025 - 26. M/s R J Goel & Co. have confirmed that their appointment is within the limits of Section 141 (3)(g) of the Act and have also certified that they are free from any disqualifications specified under Section 141(3) of the Act. In accordance with the provisions of Section 148 of the Act read with Companies (Audit & Auditors) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company. Further, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by members at the ensuing AGM.

I n the opinion of the Board, considering the scope of the aud it, the proposed remuneration payable to the cost auditors would be reasonable and fair and commensurate with the scope of work carried out by them. The notice of AGM includes the required resolution for members to ratify the Cost Auditor's remuneration.

Secretarial Auditors

M/s. SGS Associates LLP, Company Secretaries (Firm Registration No. L2021DE011600), a peer reviewed firm, were appointed to conduct Secretarial Audit of your Company for the FY 2024-25. The Secretarial Audit Report for the said year is annexed herewith as Annexure - VII. The Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Secretarial Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

The Board, based on the recommendation of Audit Committee and subject to the approval of the members in the ensuing AGM has approved the appointment of M/s. SGS Associates LLP, Company Secretaries (Firm Registration No. L2021DE011600)as Secretarial Auditor of your Company for a term of five (5) consecutive years commencing from FY 2025-26. Key considerations includes technical capabilities, independence, industry, subject matter expertise, profile of the audit partners and their teams, quality of audit practices and the firm's prior association with the Company. M/s. SGS Associates LLP, have provided requisite certificate regarding their eligibility and qualification. They have also certified that they are peer reviewed and they are free from any disqualification specified under Regulation 24A of Listing Regulations, SEBI Circular No. SEBI/FIO/CFD-PoD-2/ CIR/P/2024/185 dated December 31,2024, Company Secretaries Act, 1980 and ICSI Auditing Standards.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company maintains a sound and well-integrated system of internal controls. Comprehensive policies, guidelines, and procedures govern all significant business processes. The internal control system is designed to provide reasonable assurance regarding the reliability of financial and other records for the preparation of statements and the safeguarding of assets. The Company employs a comprehensive Internal Financial Controls (IFC) framework encompassing control design, testing, and the remediation of identified weaknesses. Risk and Control Matrices (RCMs), aligned with materiality, are established for all key processes, detailing control descriptions, associated risks, control ownership, operating frequency, relevant financial assertions, and fraud risk indicators. Recognising evolving business dynamics and organisational changes, new RCMs and updates to existing controls are implemented annually. The design and operating effectiveness of controls are assessed annually. Based on our assessment during the year, no material weaknesses in the design or operation of internal controls were identified.

PREVENTION OF INSIDER TRADING CODE

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'), your Company has in place the Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons (Code). The said Code lays down guidelines which provide for the procedure to be followed and disclosures while dealing with shares of the Company and while sharing Unpublished Price Sensitive Information (UPSI). The Code also includes the Company's obligation to maintain the structured digital database ('SDD'), obligation of Designated Persons, mechanism for prevention of insider trading and handling of UPSI. Further, the Company has complied with the standardised reporting of violations related to the code of conduct under PIT Regulations. The Company has also in place its Code of practices and procedures of fair disclosure of unpublished price sensitive information along with policy for determination of legitimate purposes, institutional mechanism for prevention of insider trading and policy for inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information.

The Company maintains a SDD that is seamlessly integrated with the internal systems enabling the automatic identification and recognition of Designated Persons (DPs) according to the criteria established in the code. All the unpublished price sensitive data shared, whether internally or externally, is recorded in the SDD and notice is concurrently shared informing the recipient to maintain confidentiality and not to trade on the shares of the Company. Further, the pre-clearance applications and their corresponding approvals are also processed through the SDD. Annual/half-yearly disclosures from DPs, intimations of closure of trading window and all other necessary information/reports are maintained in the SDD.

The Company has set up a mechanism for weekly tracking of the dealings of equity shares of the Company by the DPs and their immediate relatives. A report covering trading by DPs and their immediate relatives under the PIT Regulations is placed before the Audit Committee on a quarterly basis.

The Company periodically circulates informatory e-mails along with the code and policies on prohibition of Insider Trading, Do's and Don'ts, etc. to the employees to familiarise them with the provisions of the Code. The officials of the secretarial department conduct an induction program for all the employees joining the organisation and various other workshops/training sessions to educate and sensitise the employees/designated persons.

As part of the awareness programme, a campaign was run across the organisation, in the form of desktop wallpapers and posters on the Company's employee application providing important information on the provisions of the Code. Also, standees and danglers were also placed at all conspicuous places across locations (in India) highlighting the important aspects of the Code and PIT Regulations.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Keeping up the commitment to sustainability, your Company has prepared the Business Responsibility & Sustainability Report ('BRSR'). The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

In compliance with the provisions of the SEBI Master circular dated November 11, 2024, Bureau Veritas (India) Private Limited has provided a reasonable assurance on the BRSR Core, which consists of the Key Performance Indicators (KPIs) under Environment, Social and Governance (ESG) attributes. The BRSR Core is a subset of BRSR Report. The BRSR Report along with the reasonable assurance statement forms part of the annual report as Annexure -VIII.

LISTING

The equity shares of your Company are presently listed on the BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE').

PERSONNEL

As on March 31, 2025, total number of employees on the records of your Company were 9,527 as against 9,225 in the previous year.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

ANNUALRETURN

In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available under the 'Investors' section of the Company's website, www.heromotocorp.com and can be viewed at the following link: https://www.heromotocorp.com/en-in/companv/investors/ shareholder-resources.html Rs.kev1=downloads

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

Information required under Section 134(3)(m) of the Act read with Rules made thereunder is annexed to this report as Annexure -IX.

STATUTORY DISCLOSURES

Your Directors state that there were no transactions with respect to following items during the year under review. Accordingly, no disclosure or reporting is required in respect of:

1. Deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of your Company under any scheme, save and except Employee Stock Options referred to in this report.

4. Receipt of any remuneration or commission by the Whole-time Director of the Company from any of the subsidiary companies.

5. Receipt of any significant or material orders from the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future.

6. Buy-back of shares under Section 67(3) of the Act.

7. Any application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

8. Any settlement have been done with the banks or financial institutions.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE {PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company aims to promote a safe and secure working environment and has adopted a gender neutral policy towards prevention of sexual harassment at workplace. This policy is framed in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act").

Your Company aims to build and promote work environments which are safe and free from any form of harassment and has a zero-tolerance stance towards any form of harassment. To achieve this objective, training and sensitisation is the key and your Company regularly organises training and awareness sessions at all locations and across functions.

Your Company has in accordance with the POSH Act constituted an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. The ICC gets reconstituted from time to time in accordance with the provisions of the POSH Act. Following is the summary of complaints received by the ICC during FY 2024-25:

No. of complaints received: 14

No. of enquiry reports closed: 11

Your Company has submitted the annual report for the calendar year 2024 to the District Officers in accordance with the provisions of the POSH Act and is in compliance with the POSH Act.

DISCLOSURE UNDER THE HUMAN IMMUNODEFICIENCY VIRUS AND ACQUIRED IMMUNE DEFICIENCY SYNDROME (PREVENTION AND CONTROL) ACT, 2017

During the year under review, no complaints were received by the Co mplaints Officer under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017.

FACILITATION TO SHAREHOLDERS

Your Company has always endeavored to keep its shareholders informed of all relevant, sufficient and reliable information on a timely and regular basis pertaining to the business, its processes and regulatory affairs to enable them to take informed decision. As a voluntary initiative, the Company emails the quarterly and annual financial results to all the shareholders whose email addresses are registered with the Company/RTA to keep them updated with the financial position and performance of the Company. The Company sends periodic intimations to shareholders, urging them to update their KYC information. Shareholders are also encouraged to convert their shareholdings into dematerialised form. The Company plans to proactively contact shareholders who hold physical shares, beyond the regulatory notices already sent. The goal is to encourage and assist them in converting their share certificates into dematerialised form.

The Company has issued a Shareholders' Referencer covering rights of shareholders, grievance redressal framework, timelines for various procedures, processes, etc. followed by the Company, to empower them through facts and information. The website of the Company has a dedicated section which serves as a knowledge bank for shareholders to keep them sufficiently informed of the statutory changes as well as other pertinent information. All the queries of the shareholders are responded within the prescribed timelines and the Company ensures timely and accurate disclosure on all material matters. Your Company has always encouraged effective shareholder participation in key corporate governance decisions and exercise of voting rights by the shareholders.

CENTRALISED COMPLIANCE MANAGEMENT

The Company has an automated Compliance Framework that monitors and updates all applicable laws and compliance obligations on a regular basis. Automated alerts are sent to compliance owners to ensure that they are complying with regulations within the set timeframe. This proactive measure helps keep everyone on track and avoid any penalties or other legal issues that could arise from non-compliance. The compliance owners certify the compliance status which is reviewed by compliance approvers. A certificate of compliance of all applicable laws and regulations along with exceptions report and mitigation plan, if any, is placed before the Board of Directors on a quarterly basis.

AWARDS AND RECOGNITION

During the year, the Company received multiple awards and recognition. Some of them are listed below:

1) Platinum A Design Award for HMCL's path breaking electric mobility solution - Surge S32.

2) Time Magazine's 1000 Best Companies of the World 2024.

3) ET Now Best Organisations for Women.

4) Economic Times Future Skills Awards- Best Learning Culture in an Organisation.

5) Cll National Award for Excellence in Water Management 2024 - Gurugram Manufacturing Facility.

6) Time's Best Inventions - Surge S32.

7) Indian CSR Award 2024 - Most Influential Higher Education Initiative.

8) Motoring World Awards 2025 - Xtreme 125R (Design of the year 2025).

9) India HR Summit & Awards 2024 - Excellence in Development and Training Award.

10) Bike India Award 2025 - Xtreme 125R (Two Wheeler of the Year and Bike of the Year up to 125cc).

11) Sword of Honour and Innovation and Development: British Safety - Gurugram Manufacturing Facility (Health Safety and Wellbeing at Work).

12) NDTV Auto Awards 2025 - Xtreme 125R (Viewers' Choice Two-Wheeler of the Year).

13) Top Gear Awards 2024 - Harley Davidson X440 (Roadster of the Year (U p to 500cc)).

14) Cll Sports Business Awards 2024 - Best Organisation Promoting Para Sports.

15) Top Gear Awards 2024 - Hero Karizma XMR (Twowheeler of the Year (Up to 250cc)).

16) FIM World Rally Raid Championship (W2RC) 2024.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Your Directors would also like to thank the central government, state governments, financial institutions, banks, customers, employees, dealers, vendors and ancillary undertakings for their co-operation and assistance. The Board would like to reiterate its commitment to continue to build the organisation into a truly world-class enterprise in all aspects.

	For and on behalf of the Board
	Dr. Pawan Munjal
	Executive Chairman
Date: May 13,2025	DIN:00004223
Place: Gurugram