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 I 40,756.37 crore as compared to I 37,455.72
crore in FY 2023-24, registering an increase of 8.81%.

Profit Before Tax (PBT) in FY 2024-25 was I 6,127.81 crore
as compared to I 5,258.36 crore in FY 2023-24, reflecting an
increase of 16.53%. Profit After Tax (PAT) in FY 2024-25 was I
4,609.95 crore as against I 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 Statements for the 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 H178 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 H 58,00,00,000 divided into 25,00,00,000
equity shares of face value of H 2 each and 8,00,000 preference
shares of face value of H100 each.

During the year under review, 89,095 equity shares of face
value H 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 H 40,00,21,672 divided into 20,00,10,836
equity shares of H 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 H 2/- each,
ranking pari-passu.

DIVIDEND

Your Directors are pleased to recommend for your approval
a final dividend of I 65/- per equity share (3,250%) of face
value of I 2/- each in addition to an overall Interim Dividend of
I 100/- per share (5,000%), aggregating a total dividend payout
of I 165/- per equity share (8,250%) for FY 2024-25. In the
previous year, total dividend payout of I 140/- per equity share
(7,000%) of face value of I 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 I 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 I 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 a testament 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 real¬
time 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 AND 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 Health &
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) anti¬
fatigue 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, Hazop, 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 OHS 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 our 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 Heads 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 by Avtar and 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.

• Honored 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 I 157.58 crore and a net profit of I 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 I 7.69 crore and a
net loss of I 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 I 671.70 crore and a net loss of I 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 I 562.28
crore and a net profit of I 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, HMCLA has reported
unadjusted revenue of 11.19 crore and a net profit of
I 0.87 crore.

HMC MM AUTO LIMITED ('HMCMMA')

Your Company has a joint venture with Marelli Europe S.p.A,
Italy, namely HMC 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 1 470.50 crore and a net profit of
1 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 1 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 1 191.49 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/company-section/reports-and-polices/
policies/pdfs/policy 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.

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
out the 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, pro¬
activeness 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. t hat 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. that they 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 systems are 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/company-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?kev1=annual-report&kev2=2024-25.
Further, 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

Your Company 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/Code%20of%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 I 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 I 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 I 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
I 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:

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.

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/company-
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 4 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 2GOOD 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) I mplementation 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 I 80.54
crore on its CSR activities which is over 2% 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:

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 audited 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.

In the opinion of the Board, considering the scope of the audit,
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/HO/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.

ANNUAL RETURN

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/company/investors/
shareholder-resources.html?key1=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
Complaints 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) CII 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 (Up to 500cc)).

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

15) Top Gear Awards 2024 - Hero Karizma XMR (Two¬
wheeler 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
DIN: 00004223

Date: May 13, 2025
Place: Gurugram