Management reviews the useful lives of depreciableassets at each reporting date. As at March 31,2025 management assessed that the useful livesrepresent the expected utility of the assets to theCompany. Further, there is no significant change inthe useful lives as compared to previous year.
During the year, the Company assessed theinvestment in equity instrument of subsidiary andassociate companies carried at cost for impairmenttesting. Some of these companies are start-upsor are at early stage of their operations and areexpected to generate positive cash flows in thefuture years. Detailed analysis has been carriedout on the future projections and the Companyis confident that the investments do not requireany impairment.
During the year, management has assessed theconditions attached to grants which have beenmet and has assessed whether the grants will bereceived or not and the period in which it will bereceived. Basis assessment, the Company has
recognised the government grants in the Statementof profit and loss and accordingly classified ascurrent and non-current assets.
The classification of compulsory convertibledebentures, as equity or debt instrument, is basedon management's judgement and evaluation ofapplicable criteria.
Ministry of Corporate Affairs (“MCA") notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rules asissued from time to time. For the year ended March 31,2025, MCA has notified Ind AS - 117 Insurance Contractsand amendments to Ind AS - 116 - Leases, relatingto sale and leaseback transactions, applicable to theCompany w.e.f. April 1, 2024. The Company has reviewedthe new pronouncements and based on its evaluation ithas determined that it does not have any impact on itsfinancial statements.
There are no standards that are notified and not yeteffective as on the date.
On an ongoing basis, Company reviews pendingcases, claims by third parties and othercontingencies. For contingent losses that areconsidered probable, an estimated loss is recordedas an accrual in financial statements. Contingentloss that are considered possible are not providedfor but disclosed as Contingent liabilities in thefinancial statements. Contingencies the likelihoodof which is remote are not disclosed in the financialstatements. Contingent gain are not recogniseduntil the contingency has been resolved andamounts are received or receivable.
Note: (1) The above does not include investments in subsidiaries and associates amounting to I 3531.63 crores (as at March 31, 2025) and I 3449.00crores (as at March 31, 2024) carried at cost.
(2) In current year, Ather Energy Limited issued 2,85,480 bonus equity shares against existing 1,098 equity shares in the ratio 260:1.
The Company has further invested in Ather Energy Limited amounting to I 123.83 crores (comprising of 18,488 CCPS and 10,51,047 equityshares).
I n current year, Ather Energy Limited has converted all its CCPS into equity shares. Hero MotoCorp was having 4,35,807 CCPS share(inclusive of 1,869 CCPS - Anti Dilutive) which got converted into 11,37,45,627 equity shares of Ather Energy at a rate of 261 equity sharesper preference share. Subsequent to the year ended March 31, 2025, Ather Energy Limited, successfully completed its Initial Public Offering(IPO) of equity shares. Following the IPO, the equity shares of Ather Energy Limited were listed on the National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE).
(3) As of March 31, 2024, the carrying value of the investment in HMCL Colombia (Subsidiary company of HMCL Netherland B.V) stood at
I 270.25 crores. The Company conducted a formal impairment analysis due to the prolonged decline in the net worth of HMCL Colombia andits ongoing losses. The recoverable amount of the investment was determined using the Discounted Cash Flow (DCF) method.
Based on this impairment analysis, the recoverable amount of the investment in HMCL Colombia was estimated at I 229.05 crores, leadingto an impairment charge of I 41.20 crores. This impairment charge was recorded in the statement of profit and loss for the year endedMarch 31, 2025, as detailed in note 26.
Key assumptions considered by the Company in determining recoverable amounts under Income Approach are as follows:
Cash flow projections for a period of 5 years
Terminal Growth Rate: 4% per annum
Weighted Average Cost of Capital (WACC): 16% per annum
Valuation Methodology: Discounted Cash Flow (DCF) approach
(4) Information about the Company's exposure to credit and market risks, and fair value measurement, is included in Note 41.
(i) Capital reserves:- The Company had transferred forfeited share application money to Capital reserve in accordance withthe provision of the Companies Act, 1956. The reserve will be utilised in accordance with the provisions of the CompaniesAct, 2013.
(ii) Securities premium:- Securities premium reserve is used to record the premium on issue of shares. The reserve is utilisedin accordance with the provisions of the Companies Act, 2013.
(iii) General reserve:- General Reserves are free reserves of the Company which are kept aside out of Company's profits tomeet the future requirements as and when they arise. The Company had transferred a portion of the profit after tax (PAT)to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is notrequired under the Companies Act, 2013.
(iv) Share options outstanding account:- Share option outstanding account is used to record the impact of employee stockoption scheme. Refer Note 40 for further detail of this plan.
(v) Retained earnings:- Retained earnings are the accumulated profits earned by the Company till date, less transfer to generalreserves, dividend (including dividend distribution tax) and other distributions made to the shareholders.
The provision for warranty claims represents the value as best estimate of the future economic outflows that will berequired under the Company's obligations for warranties. The estimate has been made on the basis of historical warrantytrends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.
As at March 31, 2025, this particular provision had a carrying amount of 1631.19 crores (March 31, 2024: 1416.53 crores).In case the warranty claims differ by 10% from management's estimates, the warranty provisions would be an estimated163.12 crores higher or lower (March 31, 2024 - 141.65 crores higher or lower).
In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined benefit plan. The gratuityplan provides for a lump sum payment to the employees at the time of separation from the service on completion of vestedyear of employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of eachfinancial year based on which the Company contributes the ascertained liability to Life Insurance Corporation of India bywhom the plan assets are maintained.
These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate risk, longevityrisk and salary risk.
The Company makes annual contribution to Life Insurance Corporation (LIC). As LIC does not disclose the composition of itsportfolio investments, break-down of plan investments by investment type is not available to disclose.
Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salaryincrease. The sensitivity analysis below have been determined based on reasonable possible changes of the respectiveassumptions occurring at the end of the year, while holding all other assumptions constant.
• If the discount rate is 50 basis points higher (lower), the defined benefit obligation would decrease by I 27.21 crores(increase by I 9.77 crores) (as at March 31, 2024: decrease by 118.49 crores (increase by I 15.92 crores)).
• If the expected salary growth increases (decreases) by 0.5%, the defined benefit obligation would increase by ' 26.27crores (decrease by ' 9.46 crores) (as at March 31, 2024: increase by ' 18.43 crores (decrease by ' 16.97 crores)).
Sensitivities due to change in mortality rate and change in withdrawal rate are not material and hence impact of suchchange is not calculated.
Sensitivity Analysis
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligationas it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions maybe correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has beencalculated using the projected unit credit method at the end of reporting year, which is same as that applied in calculatingthe defined benefit obligation liability recognised in the balance sheet.
The various matters are subject to legal proceedings in the ordinary course of business. The legal proceeding when ultimatelyconcluded will not, in the opinion of management, have a material effect on the result of operations or the financial position ofthe Company.
Additionally, the Company is involved in other disputes, lawsuits, claims, inquiries, investigations and proceedings, includingcommercial matters that arise from time to time in the ordinary course of business. The Company believes that none of thesematters, either individually or in aggregate, are expected to have any material adverse effect on its financial statements.
b) During the year ended March 31, 2024, the Income Tax Authorities had disallowed certain expenses incurred in prior periods
and made a demand of 1178 crores. The Company evaluated the demand and based on external legal advice, supportingdocuments for these expenses and other available information had filed an appeal with the Commissioner of Income Tax- Appeals in April 2024, and concluded that no provision is required for this demand as it is probable that the Company'sposition will be accepted upon ultimate resolution.
Further, the Company and its Chairman are under investigation by certain other Government agencies. During the currentyear, investigation against the Company and the Chairman by certain Government agencies were concluded in their favour.While uncertainty exists regarding the ultimate outcome of the other investigations, based on the developments in favourof the Company's position and external legal advice, the Company after considering available information and facts, as ofthe date of approval of these financial statements, has not identified any adjustments, disclosures or any effect to financialstatements or financial information.
The Company primarily operates in the automotive segment. The automotive segment includes all activities related todevelopment, design, manufacture, assembly and sale of vehicles, as well as sale of related parts and accessories. The board ofdirectors of the Company, who has been identified as being the chief operating decision maker (CODM), evaluates the Company'sperformance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit.
Therefore, based on the guiding principles given in Ind AS 108 on 'Operating Segments', the Company's business activity fallwithin a single operating segment, namely automotive segment.
The Employee Stock Options Scheme titled “Employee Incentive Scheme 2014 - Options and Restricted Stock Unit" hereafterreferred to as “Employee Incentive Scheme 2014" or “the Scheme" was approved by the shareholders of the Company throughpostal ballot on September 22, 2014. The Scheme covered 49,90,000 options/restricted units for 49,90,000 equity shares. TheScheme allows the issue of options/restricted stock units (RSU)/performance linked restricted stock units (PRSU) to employeesof the Company which are convertible to one equity share of the Company. As per the Scheme, the Nomination and RemunerationCommittee grants the Options/RSU/PRSU to the employees deemed eligible. The options and RSU/PRSU granted vest over aperiod of 4 and 3 years respectively from the date of the grant in proportions specified in the respective ESOP Plans. The fairvalue as on the date of the grant of the options/RSU/PRSU, representing Stock compensation charge, is expensed over thevesting period.
The fair value of options/RSU granted is estimated using the Black Scholes Option Pricing Model after applying the keyassumption which are tabulated below. The expected volatility has been calculated using the daily stock returns on NSE, basedon expected life options/RSU of each vest. The expected life of share option is based on historical data and current expectationand not necessarily indicative of exercise pattern that may occur.
The fair value of PRSU granted is estimated using the Monte Carlo simulation model for performance based conditions, afterapplying the key assumption which are tabulated below. The expected volatility has been calculated using the daily stock returnson NSE, based on expected life PRSU of each vest. The expected life of share option is based on historical data and currentexpectation and not necessarily indicative of exercise pattern that may occur.
During the year ended March 31, 2025, the Company recorded an employee stock compensation expense of I 15.66 crores(March 31, 2024: I 23.74 crores) in the Statement of Profit and Loss and the balance in share options outstanding account as atMarch 31, 2025 is I 43.86 crores (March 31, 2024: I 45.63 crores)
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximisingthe return to stakeholders through efficient allocation of capital towards expansion of business, opitimisation of workingcapital requirements and deployment of surplus funds into various investment options. The Company does not have debtsand meets its capital requirement through equity and internal accruals.
The Company is not subject to any externally imposed capital requirements.
The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, theBoard considers the cost of capital and the risks associated with the movement in the working capital.
The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments byvaluation techniques:
The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:
Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active marketsfor identical assets or liabilities.
Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included withinLevel 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable marketdata (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptionsthat are neither supported by prices from observable current market transactions in the same instrument nor are theybased on available market data.
(A) Market risk
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may resultfrom a change in the price of a financial instrument. The Company's activities expose it primarily to the financial risksof changes in foreign currency exchange rates and interest rates risk/liquidity which impact returns on investments.Future specific market movements cannot be normally predicted with reasonable accuracy.
Market risk exposures are measured using sensitivity analysis.
(I) Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchangerate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilisingforward foreign exchange contracts.
The fair value of the financial assets and financial liabilities are included at the amount that would be received to sell anasset and paid to transfer a liability in an orderly transaction between the market participants. The following methods andassumptions were used to estimate the fair values:
• Investments traded in active markets are determined by reference to quotes from the financial institutions:-Net asset value (NAV) for investments in mutual funds declared by mutual fund house, quoted price of equity sharesin the stock exchange etc.
• The fair value of bonds is based on quoted prices and market observable inputs.
• The fair value of unquoted equity shares is determined on the basis of valuation arrived at considering incomeapproach (discounted cash flow) and market approach (comparable companies).
• Management uses its best judgement in estimating the fair value of its financial instruments. However, there areinherent limitations in any estimation technique. Therefore, for substantially ALL financial instruments, the fair valueestimates presented above are not necessarily indicative of ALL the amounts that the Company could have realised orpaid in sale transactions as of respective dates as such, the fair value of the financial instruments subsequent to therespective reporting dates May be different from the amounts reported at each year end.
• There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31, 2025 and March 31, 2024.
The Company's Corporate Treasury function monitors and manages the financial risks relating to the operations of theCompany. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk andliquidity risk.
The Company seeks to minimise the effects of these risks by using diversification of investments, credit limit to exposures,etc., to hedge risk exposures. The use of financial instruments is governed by the Company's policies on foreign exchangerisk and the investment. The Company does not enter into or trade financial instruments, including derivative financialinstruments, for speculative purposes.
Foreign currency sensitivity
The following table details the Company's sensitivity to a 5% increase and decrease in the INR against the relevantforeign currencies. ( )(-)5% is the sensitivity rate used when reporting foreign currency risk internally to keymanagement personnel and represents management's assessment of the reasonably possible change in foreignexchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetaryitems and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive numberbelow indicates an increase in profit or equity where the INR strengthens ( )(-)5% against the relevant currency.For a 5% weakening of the I against the relevant currency, there would be a comparable impact on the profit orequity, and the balances below would be positive or negative.
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange riskbecause the exposure at the end of the reporting period does not reflect the exposure during the year/infuture years.
(II) Other price risks
The Company has deployed its surplus funds into various financial instruments including units of mutual funds,bonds/debentures, etc. The Company is exposed to NAV (net asset value) price risks arising from investmentsin these funds. The value of these investments is impacted by movements in interest rates, liquidity and creditquality of underlying securities.
NAV price sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to NAV price risks at the end of thereporting period. If NAV prices had been 1% higher/lower:
• profit for the year ended March 31, 2025 would increase/decrease by I 82.49 crores (for the year endedMarch 31, 2024 165.19 crores).
(III) Interest rate risks
The Company has lease liabilities which have been accounted with incremental borrowing rate and are thereforenot subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cashflows will fluctuate because of a change in market interest rates.
(B) Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial lossto the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a meansof mitigating the risk of financial loss from defaults. The Company's exposure and wherever appropriate, the creditratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposureis controlled by counterparty limits that are reviewed and approved by the management of the Company.
Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks,investments in debt instruments/bonds, mutual funds, trade receivables, loans and advances and derivative financialinstruments. None of the financial instruments of the Company result in material concentrations of credit risks.
The Company write off the receivables in case of certainty of irrecoverability.
Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past duesand not impaired, there were no indication of default in repayment as at the year end.
The age analysis of trade receivables as of the balance sheet date have been considered from the due date anddisclosed in the Note no. 15 above.
The Company has used a practical expedient and analysed the recoverable amount of receivables on an individualbasis by computing the expected loss allowance for financial assets based on historical credit loss experience.
(i) No proceeding has been initiated or pending against the company for holding any benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) The Company has not been declared as willful defaulter by any bank or financial Institution or other lender.
(iii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act,2013 or section 560 of Companies Act, 1956.
(iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments underthe Income Tax Act, 1961.
(v) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
(vi) The Company has not traded or invested in crypto-currency or virtual currency during the financial year.
(vii) There are no funds which have been advanced or loaned or invested (either from borrowed funds or share premiumor any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities(“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“UltimateBeneficiaries") by or on behalf of the Company or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(viii) There are no funds which have been received by the Company from any persons or entities, including foreign entities(“Funding Parties"), 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(“Ultimate Beneficiaries") by or on behalf of the Funding Party or
b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(ix) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) has one registeredCore Investment Company and one unregistered Core Investment Company as part of the Group.
(x) As required by provisions of Rule 3 of the Companies (Accounts) Rule, 2013, as amended, the Company has taken all backup of the books and papers of the Company maintained in electronic mode in server physically located in India on daily basisduring the financial year ended March 31, 2025.
(xi) The Company has used an accounting software system for maintaining its books of account for the financial year endedMarch 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the yearfor all relevant transactions recorded in the software system. Additionally, the audit trail that was enabled and operated forthe year ended March 31, 2024, has been preserved by the Company as per the statutory requirements for record retention.
For and on behalf of the Board of Directors of Hero MotoCorp Limited
Dr. Pawan Munjal Vikram S Kasbekar Pradeep Dinodia
Executive Chairman Executive Director & Non-Executive Director
DIN-00004223 Acting Chief Executive Officer DIN-00027995
DIN-00985182
Tina Trikha Vivek Anand Dhiraj Kapoor
Chairperson Audit Chief Financial Officer Company Secretary &
Committee (Director) Compliance Officer
DIN-02778940 Membership No.: F5454
Place: Gurugram, HaryanaDate: May 13, 2025