Director Report

Dear Members,

Your Directors are pleased to present the fortieth annual report, together with the Company's audited financial statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS – STANDALONE & CONSOLIDATED

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

( ` in crore)

FINANCIAL HIGHLIGHTS

During FY 2022-23, your Company clocked sales of 53.29 lakh units over 49.44 lakh units in the previous FY. Revenue from operations was ` 33,805.65 crore as compared to ` 29,245.47 crore in FY 2021-22, registering an increase of 15.59%. Profit before tax (PBT) in FY 2022-23 was ` 3,874.56 crore as compared to ` 3,250.13 crore in FY 2021-22, reflecting an increase of 19.21%. Profit after tax (PAT) was ` 2,910.58 crore as against ` 2,473.02 crore in FY 2021-22, an increase of 17.69% from the previous year.

Earnings before Interest, Depreciation and Taxes (EBIDTA) stood at 11.79% in FY 2022-23, as compared to 11.52% in FY 2021-22.

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 year ended March 31, 2023 along with Auditor's Report are provided in this annual report.

Vida – Launch of VIDA V1- India's first fully-integrated electric scooter

During the year, the Company commenced customer deliveries of the VIDA V1 scooter, under the brand VIDA, in Delhi, Jaipur and Bengaluru. Each of the three cities have witnessed encouraging customer response. The Company plans to expand its electric two-wheeler range and the charging network to establish the brand wider into the market and to cater across multiple customer segments. The aim is to propagate clean mobility through a seamless and hassle-free customer experience through an omni-channel approach that is built on our custom tech-stack and create a "Worry-Free EV Ecosystem" of VIDA.

Income Tax matter

The Income Tax Department ("the Department") had conducted a Search activity ("the Search") under Section 132 of the Income Tax Act on the Company in March 2022. Subsequently, the Company has provided necessary support, cooperation and documents as requested by the Department. Currently, assessment / reassessment proceedings of earlier years by the Department are in progress and appropriate actions will be taken based on the outcome.

While the uncertainty exists regarding the outcome of the proceedings by the Department, the Company after considering all available information and facts as of date, has not identified the need for any adjustments to the current or prior period financial results.

The above matter has been disclosed as an ‘Emphasis of Matter' in the Audit Report and has also been mentioned in note no. 34(c) of the standalone financial statements. The Audit Report on the audited financial results of the Company (standalone & consolidated) remains unmodified.

CHANGES IN CAPITAL STRUCTURE

During the year under review, 27,777 equity shares of ` 2/- each were allotted on exercise of Employee stock options and Restricted Stock Units by the employees of the Company. Consequently, the issued and paid-up share capital of the Company as on March 31, 2023 was ` 39,96,79,436 divided into 19,98,39,718 equity shares of ` 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 ` 2/- each, ranking pari-passu.

DIVIDEND

Your Directors are pleased to recommend for your approval a final dividend of ` 35/- per equity share (1,750%) of face value of ` 2/- each in addition to an interim dividend of ` 65/- per equity share (3,250%) declared in the month of February 2023, aggregating a total dividend payout of ` 100/- per equity share (5,000%) for FY 2022-23. In the previous year, total dividend payout of ` 95/- per equity share (4,750%) of face value of ` 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.

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/investor-assets/disclosure-documents/ DividendDistributionPolicy.pdf

MANAGEMENTDISCUSSIONANDANALYSIS REPORT

The management discussion and analysis report forms an integral part of this 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 2022-23, there was no change in the nature of Company's business.

CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES

The FY23 was a fascinating year during which, your Company directed its resources on capitalising opportunities, strategic investments and working towards business resilience with focus on growth and further strengthening the product portfolio. Due diligence on economic factors, commodity headwinds facilitated us to further evaluate our manufacturing capacity, and to view cross plant resource optimisation with a broader lens to optimise capacity utilisation.

As a proactive corporate, your Company released its fifth annual Sustainability Report encompassing ESG (Environment, Social and Governance) aspects. Long-term strategy has been formulated with the objective of making your Company one of the leaders in ESG and target to establish a resilient business eco-system.

Hero MotoCorp and Bharat Petroleum Corporation Limited (BPCL) have collaborated to set up charging infrastructure for two-wheeled electric vehicles (EVs) across the country, which makes Hero MotoCorp the first automotive OEM to tie up with the leading Public Sector Undertaking (PSU).

In the first phase, charging stations will be set up across nine cities starting with Delhi and Bengaluru. The Company will soon commence the infrastructure development in the two cities. Each charging station will feature multiple charging points including DC and AC chargers and will be available for use to all two-wheeled EVs.

In keeping with its vision "Be the Future of Mobility", your Company entered into a collaboration agreement with Zero Motorcycles, California (USA) - based manufacturer of electric motorcycles and powertrains, to collaborate on Premium Electric Motorcycles. Further, the Company also approved an equity investment of up to US$60 million in Zero Motorcycles. The collaboration combines the expertise of Zero in developing power trains and electric motorcycles with the scale of manufacturing, sourcing and marketing of Hero MotoCorp.

GLOBAL FORAYS

In the past year, your Company has made significant strides in expanding its global reach. We have successfully expanded our presence from 43 countries in FY22 to 47 countries in FY23, including signing an agreement to enter the Philippine market through a partnership with Terrafirma Motors Corporation (TMC) and relaunching key markets such as the Democratic Republic of the Congo and Liberia.

Despite the challenging market conditions and economic instability across major markets, we have been able to maintain our market share in several countries such as Mexico, Turkey, Tanzania, Argentina, South Africa, and Kenya. The focus has been on increasing our presence in the premium segment through the launch of new products in key markets such as Bangladesh, Nepal, and Latin America. We believe that these efforts will help HMCL to grow and succeed in the global marketplace.

INNOVATION

As part of our unwavering commitment to achieving excellence and maintaining a customer-centric approach, our organisation has placed a significant emphasis on cultivating a culture of innovation. This has resulted in a notable shift in our organisational culture, permeating across various functions and contributing to the overall success of Hero MotoCorp. Our collaborative and co-creative efforts have culminated in the global launch of the 9^th Hero Idea Contest, providing our employees with a platform to share innovative ideas and inspiring solutions. This has led to overwhelming responses, with several of these ideas transformed into marketable products, including the Additional Lamp unit feature in Xoom and the Hero Dirt Biking challenge. To further emphasise our commitment to excellence, we recently concluded the first-ever Hero Next Global Conference, where we recognised top-performing manufacturing teams and supply chain partners, aiming to deploy best practices across our manufacturing plants. Furthermore, our Hero Campus Challenge (HCC), now in its 8^th edition, has received tremendous participation from academic institutions, demonstrating maximum outreach year after year.

While we continue to pursue standalone projects, our internal incubator program, Hero Hatch, has emerged as a formidable pillar in the development of new technologies and solutions that will shape the future of mobility. Projects launched under Hero Hatch, including Quark Motors, Wheels of Trust, and Freedo, have been driven by the goal of pushing boundaries and creating solutions that have a positive impact on society. As we look to tap into global enablers to co-create and collaborate with ecosystem partners, we are expanding our focus from internal innovation to strategic innovation. Our vision for strategic innovation is to continue to leverage external networks and partnerships to drive sustainable innovation, further strengthening our global positioning. To this end, we are working with accelerators, incubators, academia, consortiums, and communities to drive innovation. Our collaboration with Plug and Play (P&P) has proven to be a valuable asset in our pursuit of strategic innovation by delivering promising results in its first year. Through this global partnership, we have leveraged the startup ecosystem to address immediate challenges in a cross-functional manner. We are confident that our continued collaboration with the ecosystem will further enhance our competitive edge in the global marketplace.

CYBER SECURITY

The new age technologies have ushered a boom in the fast pace business environment but are also coupled with exposure of risks to the integrity and privacy of data, both in storage and in transit. Your Company is agile to undertake requisite steps in this direction and has secured its data by building well designed, secured and robust processes. The Company, being perceptive of the danger associated with these technologies, is educating the employees on cyber threats, awareness related to passwords, protection of data and widely used practices in cyber security field. Your Company has thoughtfully designed security awareness emails that emphasise the avoidance of clicking on links and attachments in email and these are regularly sent to the employees which also acts as an essential pillar of defense. We are also keeping a thorough watch on the cyber security breach incidents occurring in the industry and are adding new learnings from such events to maintain vigorous processes and enhance security controls in-line with the threat scenarios. All the relevant advisories issued by CERT-In/ CSIRT-Fin are followed by the organisation. Your Company has a dedicated Chief Information Security Officer to ensure information and network security, disaster recovery and business continuity.

ETHICAL PRACTICES

Pledged to its ethical and responsible conduct, Hero MotoCorp believes in acting in the best interest of the customers, public, employees, business partners and all other stakeholders. Successful business and reputation are built on prioritising the interest of stakeholders and establishing a strong foundation of trust. Your Company follows rigorous product safety and quality standards to fulfil 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 behavior. 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. Hero MotoCorp is committed to making 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

In line with our commitment to "set global benchmarks, achieve and sustain leadership in quality while creating a sustainable future", Hero has continued its journey towards Enterprise-wide Quality in FY23. Having set up an independent Quality function in 2020, the Company adopted a multi-pronged approach to strengthen its Quality ecosystem starting with the roll out of the new Quality Policy. The 3-pronged approach of "Structured Restoration, Holistic Improvements and Cultural Excellence" covers multiple initiatives.

We have established an end-to-end integrated quality organisation structure to proactively manage the critical aspects of an OEMs entire value chain such as design, development, manufacturing of products at our supply chain partners and HMCL facilities, as well as field quality. This is to ensure higher quality of existing product line but also set the base for world-class quality in next-generation premium and EV products.

In our ardent pursuit of excellence and making Quality a strategic advantage for Hero, we have adopted a diverse yet pragmatic approach to sensitise every stakeholder and promote development of a culture of Quality across our entire value chain. Quality Champions, Strategic deployment through Hoshin Kanri, Quality 4.0, People development through Internal Training mechanism/Quality Colloquium, and Hero QUEST are few of the initiatives taken up by the Quality team, at the forefront of spreading awareness and sensitising their counterparts across the value chain of the importance and value of "Quality as a way of life" not only for Hero, but for the larger society as well. While we continue to strive towards excellence and relentlessly pursue our vision "Be the Future of Mobility", we will keep coming up with much more innovative initiatives to fuel our journey towards Enterprise-wide Quality to delight all our stakeholders across the globe.

SAFETY AND WELL BEING OF EMPLOYEES

Hero MotoCorp is committed to provide safe and healthy working conditions to its employees and other persons who may be affected by its operations. We believe that safe work practices lead to better performance, motivated work force and higher productivity. The Company has an Occupational Health & Safety Policy to prevent any work related injury and ill health of employees, workmen, contractors, community and all interested parties by eliminating hazards and reducing risks. Company ensures compliance with all applicable legal and other requirements and promotes health and safety awareness and training amongst employees, workmen, suppliers and contractors. The cross-functional Total Productive Maintenance committee safeguards the pillars of safe work, a healthy workforce and increased productivity. The Company provide employees' personal health resources, good physical, mental and psychosocial work environment and opportunity for involvement in community services. Your Company has mapped HIRA (Hazard identification & Risk Assessment) & CIRA (Context, Issues identification, risk & opportunity analysis) of hazardous job processes and the employees involved. Periodic occupational health check-ups are planned & implemented as per the HIRA & CIRA as part of statutory health check-up. All the manufacturing units of the Company are certified with ISO -45001 (International Occupational health & safety management system and standards) and it is endeavored to implement best practices in occupational health and safety management.

The Company's Employees Well-Being Policy aims to establish positive health and well-being culture that includes awareness and understanding, effective processes, and positive behavior by staff at all levels. Your Company recognises that mental and physical health are equally important and acknowledges the potential impact that work can have on both. Specialist doctor consultation for employees and their dependents are organised covering multiple medical specialties. Further, EAP- Employee assistance program facilitates confidential mental health support and counselling services for all permanent employees and family members. Regular fitness contests are organised for employees at all locations and well-structured mediclaim facility provides employees and dependents with cashless hospitalisation facility at empaneled hospitals on pan India network. Policy, guidelines & SOPs have also been laid down for non-occupational medical services.

To ensure smooth flow of inbound and outbound vehicles, each location of the Company has developed a traffic plan defining the movement route maps, speed of movement, visual control, etc. Further, the employees are regularly advised on traffic rules and the safe ways of driving.

To prevent accidental fires, each plant and other locations undergo a Fire Safety Risk Assessment. Employees are trained to use fire extinguishers and live mock drills are conducted periodically which provides a real time experience and hands on practice extinguishing a fire.

At Hero MotoCorp, talent development ranks as one of the top-most priorities. Keeping with the strive towards providing learning opportunities to all its employees, the Company is conductingprogrammeslikeMasterinBusinessAdministration (MBA) and Bachelor of Technology (B.Tech) in collaboration with BITS Pilani and BML Munjal University for the employees to ensure their personal development in conjunction with the growth of the organisation. Your Company launched a learning campaign called as Learning Propeller which concentrates on building awareness of the learning ecosystem, importance of taking charge of professional acumen & learning and creating advocates for learning. In addition, the Company has various capability development programs like NexGen leaders, Transcend Leaders Program, Hero Virtual Learning Centre, etc. To boost confidence of women employees and encourage more women in leadership roles, your Company conducts a ‘Women in Leadership' course in collaboration with BML Munjal University. The course is designed to implement unique leadership styles that propel success of women in their roles and imbibe a visionary thinking that energises problem solving skills and inspires to take ownership of their potential. The outcomes of the course have been incredible, resulting in more women employees pursuing it every year.

One of the core values of Hero is being ‘Responsible' which essentially means caring for everyone especially the employees who are the most important pillar of the Company.

DIVERSITY & INCLUSION

At Hero, we firmly believe that diversity is not just a buzzword but an integral part of our identity. We recognise that our success_ is driven by the collective power of our diverse workforce, encompassing individuals from various backgrounds, cultures, perspectives, and experiences. We have focused on fostering an inclusive workplace where every individual feels valued and empowered to contribute their best. This year our focus has been on gender diversity which is a fundamental pillar of our inclusive company culture, and we firmly believe that a balanced workforce drives innovation and success. We have taken deliberate actions to attract, retain, and promote talented individuals of all genders; we also have inclusive policies which reflect our dedication to creating an environment where every individual feels valued, respected, and empowered to contribute their unique perspectives and talents. We are committed to remove barriers, promote equal opportunities, and ensure that diversity and inclusion are embedded in every aspect of our organisation.

We have also focused on providing mentorship and professional development opportunities for women, equipping them with the tools and support necessary to excel in their careers. Our leadership team is actively engaged in sponsoring and advocating for the advancement of talented women within our Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has 6 subsidiaries including step down subsidiaries and 2 associate companies and regularly monitors the performance of these companies.

The annual accounts of 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 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 manufacture, testing, validating etc. of two-wheelers and components/partsthereof.Italsoundertakes,coordinatesand facilitates two-wheeler rally participation and development activities. During FY 2022-23, HTCG has reported unadjusted revenue of ` 106.18 crore and a net profit of ` 6.1 crore.

HMCL Netherlands B.V. (‘HNBV')

HNBVisawhollyownedsubsidiaryofyourCompany,incorporated in Amsterdam as a private company with limited liability under the laws of The Netherlands with the primary objective of promoting overseas investments. During FY 2022-23, it has reported net loss of ` 0.9 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. 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 the year ended March 31, 2023, the Company has reported unadjusted revenue of ` 394.5 crore and a net loss of ` 35.5 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. 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 per annum. During FY 2022-23, HNBL reported unadjusted revenue of ` 569.2 crore and a net profit of ` 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 the year ended March 31, 2023, HMCLA has reported unadjusted revenue of ` 0.07 crore and a net loss of ` 0.01 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 2022-23, HMCMMA has reported unadjusted revenue of ` 267.8 crore and a net loss of ` 10.2 crore.

Hero FinCorp Limited (‘HFCL')

HFCL is an associate of your Company, incorporated in the year 1991. Your Company holds 41.19% 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 2022-23, HFCL's profit attributable to the Company is ` 150.9 crore.

Ather Energy Private Limited (‘AEL')

AEL is a private limited company, focused on developing, designing and selling premium electric two-wheelers. The shareholding of your Company in AEL is 36.54% which is equivalent to 33.11% on a fully diluted basis. During FY 2022-23, AEL's loss attributable to the Company is ` 192.5 crore. A statement containing salient features of financial statements of subsidiaries and associate companies is provided in Form AOC-1 and forms part of the financials.

Material Subsidiaries

The Board of Directors of your Company (‘the Board') has approved a policy for determining material subsidiaries. At present, your Company does not have a material subsidiary. The Policy on 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/investor-assets/disclosure-documents/20191126105356-code-policy-400.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNELS

During the year under review, Mr. Vikram Sitaram Kasbekar was re-appointed as a Whole-time Director, designated as Executive Director-Operations (Plants) w.e.f August 8, 2022 for a term of two years. His term will end on August 7, 2024. In terms of applicable provisions of the Act and the Articles of Association of the Company, Mr. Suman Kant Munjal, Director of the Company, retires by rotation at the ensuing annual general meeting and being eligible, has offered himself for re-appointment. Brief resume and other details of Mr. Suman Kant Munjal have been furnished in the Annexure of the notice of the annual general meeting.

Prof. Jagmohan Singh Raju was appointed as an Independent Director w.e.f November 15, 2018 for a period of five (5) years. His term is due to expire on November 14, 2023. Being eligible in terms of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board on recommendation of the Nomination and Remuneration Committee has approved re-appointment of Prof. Raju for a period of five (5) years, subject to passing of special resolution by the shareholders. Brief resume and other details of Prof. Jagmohan Singh Raju have been furnished in the Annexure of the notice of annual general meeting.

The appointment of new directors is recommended by the Nomination and Remuneration Committee (‘NRC') on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. For appointment of an independent director, the NRC evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, determine the role and capabilities required of an independent director. The Board, on the recommendation of the NRC, evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

YourCompanyhasreceiveddeclarationsfromalltheIndependent Directors confirming that they meet the criteria of independence as prescribed in the Act and the Listing Regulations.

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

In compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors have passed the online proficiency self-assessment test conducted by IICA except those who have been exempted by the Act.

The Company has a robust succession planning process which is overseen by the Nomination and Remuneration Committee. Mr. M. Damodaran ceased to be a Director of the Company with effect from end of day of May 3, 2022, due to completion of his term of three (3) years as an Independent Director. 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,MinistryofCorporateAffairsoranyotherstatutoryauthority.

Key Managerial Personnels

During the year, the Board elevated Mr. Niranjan Gupta, Chief Financial Officer, as the Chief Executive Officer of the Company with effect from May 1, 2023.

Dr. Pawan Munjal, Executive Chairman & Whole-time Director, Mr. Niranjan Gupta, Chief Executive Officer & Chief Financial Officer and Mr. Dhiraj Kapoor, Company Secretary and Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD MEETINGS

During FY 2022-23, seven meetings of the Board of Directors were held. For details of these Board meetings, please refer to the section on Corporate Governance of this annual report.

COMMITTEE MEETINGS

During FY 2022-23, various committee meetings were conducted by the Company. For details of these Committee meetings, please refer to the section on Corporate Governance of this annual report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for FY 2022-23. Led by the Nomination and Remuneration Committee, the evaluation was carried out using structured questionnaires covering, amongst others, composition of the Board, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, 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.

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 Directors were satisfied with the Board's engagement, experience, diversity and expertise. The Board committees have also been functioning well and contributing effectively. The performance of individual directors was found satisfactory. Suggestions/ feedback concerning strategic, governance and operational matters were actioned upon by the team.

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, 2023, 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 judgments and estimates that are reasonable and prudent were made so as to give a true and fair view of the state of affairs as at March 31, 2023 and of the profit and loss of your Company for the financial year ended March 31, 2023; 3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; 4. that the annual accounts for the financial year ended March 31, 2023 have been prepared on a going concern basis; 5. that the Directors 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 the Directors 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 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 employee stock options, restricted stock units, 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 Personnels, senior management and other employees is as per the Remuneration Policy of your Company.

The remuneration details of the Directors, Chief Financial Officer and Company Secretary, 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 the Company was amended during the year to include the changes introduced by the SEBI and other minor changes to enhance uniformity and cohesion. The Remuneration and Board Diversity Policy of your Company can be viewed at the following link: https://www.heromotocorp.com/en-in/ uploads/code_policy/20191126105210-code-policy-421.pdf The salient features of the Remuneration and Board Diversity Policy are as under:

1. To determine remuneration of Directors, KMPs, other 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 Sections 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/Performance shares 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 also. 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.

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 (‘SEBI Regulations'), the NRC of your Board, inter-alia, administers and monitors the Employees' Incentive Scheme, 2014 of your Company.

Applicable disclosures as stipulated under the SEBI 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/investors/ download-reports/annual-report.html. Further, there is no material change in the scheme and the scheme is in compliance with the applicable regulations.

Your Company has received a certificate from M/s Sanjay Grover & Associates, Secretarial Auditors (Firm Registration No. P2001DE052900) that the Employees' Incentive Scheme, 2014 for grant of stock options has been implemented in accordance with the SEBI Regulations and the resolution passed by the members in their general meeting. The certificate would be placed/available at the ensuing annual general meeting for inspection by the members.

Voluntary Retirement Scheme

In keeping with the objective of building a robust organisation in a rapidly evolving dynamic environment while retaining employee welfare at its core, your Company launched a voluntary retirement scheme (VRS) for its staff in April 2023. The VRS offered a generous package that included – among other benefits - a one-time lump-sum amount, variable pay, medical coverage, retention of company car, relocation assistance, career support etc. The VRS was designed in line with the vision to make the organisation agile and ‘future-ready'. As the VRS was announced post completion of financial year 2022-23, there is no financial impact for the year ended March 31, 2023.

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/en-in/uploads/code_ policy/20191224114146-code-policy-495.pdf In terms of Listing Regulations, a report on Corporate Governance along with the certificate from M/s Sanjay Grover

& Associates, Company Secretaries (Firm Registration No. P2001DE052900) confirming compliance of the conditions of Corporate Governance is annexed hereto and forms part of this annual report as Annexure - II and Annexure - III 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 ` 3.38 crore for FY 2014-15 (Final Dividend) and 12,135 shares to the Investor Education and Protection Fund (IEPF) Authority of the Central Government of India. Further, dividend pertaining to the shares transferred to demat account of the IEPF Authority amounting to ` 7.85 crore (after deduction of tax) was also transferred to the IEPF Authority.

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 2022-23, 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:

( ` in crore)

DEPOSITS

Your Company has neither accepted nor renewed any deposits during FY 2022-23 in terms of Chapter V of the Act.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During FY 2022-23, all contracts/arrangements/transactions entered into by your Company were in compliance with the applicable provisions of the Act and the SEBI LODR. During FY 2022-23, your Company has not entered into any contract/ arrangement/transaction with related parties which could be considered ‘material' in accordance with its Policy on Materiality of Related Party Transactions. Thus, there are no transactions required to be reported in Form AOC-2.

Further, during FY 2022-23, 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.

All related party transactions are placed before the Audit Committee and are approved only by independent non-conflicted members. The approval of the Board for related party transactions has also been taken in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR, wherever required. During FY under review, the Audit Committee has approved transactions through the omnibus mode in accordance with the provisions of the Act and Listing Regulations. Related party transactions were disclosed to the Board on regular basis as per the Act

& 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/investor-assets/disclosure-documents/20191126104550-code-policy-434.pdf

RISK MANAGEMENT FRAMEWORK

The Risk Management Committee of the Board continues to guide the Management Team in operating a comprehensive risk management framework.

The Company's risk management procedures take into consideration external as well as internal threats to devise strategies to mitigate a diverse set of strategic, operational, regulatory and technology related risks. Risk identification, analysis, mitigation and monitoring is undertaken periodically by the Management Team and is overseen by the Risk Management Committee (RMC). Several management and leadership team members are actively involved to ensure consistency in the overall process. Post assessment, a calendar to detail the mitigation plans is prepared and the RMC is updated accordingly. On a quarterly/ periodic basis the RMC is updated per plan and with regards new developments.

The Head of Risk works with the Risk Steering Committee who are responsible to update the board on the status of the risks and also update the organisational risk register as per internal and external environment.

In addition, your Company focused on developing a robust Business Continuity Plan to manage any unforeseen and anticipated scenarios. Your Company focused on some of the other key risk areas as well and developed mitigation plans. Some of those risks were –Semiconductor shortage – Semiconductor shortage affected almost every automobile OEM. There was an increase in lead-time and many orders remained pending. However, your Company made sure that the shortage did not significantly impact the supply chain and manufacturing. Your Company reached out to identify alternate sources for critical components and started tracking inventories at a child part level. As we expand our operations in the electric vehicle segment, a continued shortage of semiconductors could pose a credible threat and your Company is already developing plans to manage the risk well.

Shifting consumer preferences towards electric mobility – The 2W industry has continued to grow in EV adoption. Your Company has plans to gain from this segmental shift as scooters are expected to be the first in EV adoption for 2W. The first in house 2W EV product was launched in H2 of FY23. The Company also has investments in other EV brands such as Ather Energy.

Geopolitical uncertainties in key global markets – The business sentiment continued to remain challenging with many global economies losing steam. The logistics and supply chain industry too was hit hard. However, your Company was able to manage these risks by realising volumes from countries that soon returned to pre pandemic growth and output levels. Also, on the supply chain, your Company has built a strong local base and that made sure that your Company's operations were not impacted.

Cost pressures in material sourcing – As cost pressures continued to affect margins, your Company evaluated options to develop alternate and innovative strategies for part manufacturing. A significant amount of cost increase could be offset because of the savings from the LEAP and LEAD programs.

Your Company remains committed to protecting the interests of its customers, investors, shareholders, employees and each person or entity with whom it is associated.

The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this report.

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 a third party which can be used by employees, Directors, vendors, suppliers, dealers etc. to report any violations to the Code of Conduct. Specifically, employees 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, 13 complaints were received through various reporting channels and 1 complaint was carried forward from the previous year. Out of these, 13 complaints have been investigated and remaining 1 complaint is under investigation.

During FY 2022-23, no individual was denied access to the Audit Committee for reporting concerns, if any.

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/investor-assets/disclosure-documents/ VigilMechanismPolicy.pdf

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

Hero MotoCorp, as a responsible corporate citizen, has been consciously fulfilling its obligations, commitments and overall corporate responsibility within its local and global environments. The Company has been responsibly managing not only its business performance but also its environmental and social impact. While the Company's sustainability strategy revolves around five pillars – inclusive growth, eco-efficiency, people, responsible value chain, and product stewardship, the corporate social responsibility (CSR) vision of the Company is to ‘have a greener, safer and equitable world'. Within this mandate, the Company recognises the role of biodiversity in achieving sustainable economic growth and has therefore expanded and strengthened its initiatives for biodiversity protection and resource conservation. This also aligns with the Company's commitment to the Sustainable Development Goals (SDGs).

We understand that adopting and implementing sustainable business practices is the Company's responsibility, and equally importantly, that sustainability strategy and CSR activities are intertwined and complement as well as supplement each other. Therefore, at Hero MotoCorp, both these aspects are governed together by a common decision-making team that focuses on initiatives with the shared vision of a larger, long-term and sustainable impact.

Sustainability and Corporate Social Responsibility Committee

The Company's Sustainability and Corporate Social Responsibility (SCSR) Committee functions under the direct supervision of Dr. Pawan Munjal, Executive Chairman & Whole-time Director and also the Chairman of the SCSR Committee. Other members of the Committee are: Mr. Pradeep Dinodia, Non-Executive Director, Prof. Jagmohan Singh Raju, Independent Director, and Ms. Tina Trikha, Independent Director.

Policy

The CSR Policy of the Company can be viewed at the following link: https://www.heromotocorp.com/en-in/uploads/code_ policy/20191126104858-code-policy-35.pdf The salient features of the CSR Policy are as under:

1. The philosophy of the Company is guided by the belief that a company's performance must be measured by its triple (+one) bottom line contribution to building economic, social and environmental capital, thereby enhancing societal sustainability along with governance.

2. It believes that in the strategic context of business, enterprises possess—beyond mere financial resources—the transformational capacity to create game changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, the Company will continue to craft unique models to generate livelihoods and create a better society.

3. The broad guiding principles for selection of CSR activities include needs assessment, if required, and the requirement that programmes identified/adopted should be adaptive and flexible to meet the changing dynamics with focus on long-term sustained impact rather than one-time impact or requiring continuous intervention.

4. The implementation of the identified CSR activities shall be carried out either directly by the Company and/or through an implementing agency. The Company shall clearly define the objectives along with the desired timelines to effectively implement the activities within the given time frame and work towards active engagement of all employees to achieve maximum benefits. The modalities of execution shall be defined with every identified project.

5. There shall be a robust monitoring system to ensure that the identified CSR activities are carried out to reap optimal benefits for the beneficiaries. There shall be a periodic review by the Committee for the projects undertaken. The Committee may suggest modifications in the planned activities considering the existing scenario/circumstances.

6. The Committee will place for the Board's approval an annual action plan delineating the CSR Programmes to be carried out during the financial year and the succeeding years in the case of Ongoing Projects, along with the specified budgets thereof.

FY 2022-23 update

During the year under review, your Company spent ` 77.83 crore on its CSR activities. The CSR initiatives undertaken by your Company, along with other details, form part of the annual report on CSR activities for FY 2022-23, which is annexed as Annexure - VI. The overview of CSR activities carried out in FY 2022-23 is provided in a separate section in this annual report.

AUDIT COMMITTEE

The Audit Committee of your Company comprises of the following Non-Executive and/or Independent Directors:

The details on the Audit Committee and its terms of reference etc. have been furnished in Corporate Governance Report which forms part of this report as Annexure - II.

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

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W / W-100018) were appointed in 2022 as the Statutory Auditors of the Company until the conclusion of the 44^th Annual General Meeting of the Company. 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.

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 2022-23. The Cost Auditors will submit their report for the FY 2022-23 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 financial year ending March 31, 2024.

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 annual general meeting.

Secretarial Auditors

M/s Sanjay Grover & Associates, Company Secretaries (Firm Registration No. P2001DE052900) were appointed to conduct Secretarial Audit of your Company during FY 2022-23.

The Secretarial Audit Report for the said year is annexed herewith and forms part of this report 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, on the recommendation of Audit Committee, has approved the appointment of M/s SGS Associates LLP, Company Secretaries (Firm Registration No. L2021DL011600) as Secretarial Auditor of your Company for the financial year ending March 31, 2024.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has a robust and well embedded system of internal controls. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is dynamic and aligned to the business objectives of the Company and is reviewed by the Audit Committee each quarter. Further, the Audit Committee also monitors the status of management actions emanating from internal audit reviews. Such actions are tracked through an automated tool.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

PREVENTION OF INSIDER TRADING CODE

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations'), your Company has revised its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons to align it with the industry practices and regulatory changes. The said Code lays down guidelines which provide for the procedure to be followed and disclosures whilst dealing with shares of the Company and while sharing Unpublished Price Sensitive Information. The Code 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 code of conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also revised its Code of practices and procedures of fair disclosure of unpublished price sensitive information alongwith 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 has set up a mechanism for weekly tracking of the dealings of equity shares of the Company by the Designated persons and their immediate relatives having access to unpublished price sensitive information. A report covering trading by DPs under the PIT Regulations is placed before the Audit Committee on quarterly basis.

The Company periodically circulates the informatory e-mails along with the code and policies on 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 conducts an induction programme 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, an extensive 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 highlighting the important aspects of the Code of Prevention of Insider Trading and SEBI Regulations.

Quarterly certificate on compliance with the requirement and maintenance of SDD pursuant to provisions of Regulation 3(5) and 3(6) of PIT Regulations were duly filed with the stock exchanges within the stipulated time.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Keeping up the commitment to sustainability, your Company has prepared the Business Responsibility & Sustainability Report (‘BRSR') which forms part of the annual report as Annexure - VIII. The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

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, 2023, total number of employees on the records of your Company were 9,215 as against 9,173 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.

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 to this report. The information as per Rule 5(2) & 5(3) of the Rules forms part of this report. However, the report and Financial Statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) & 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

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/investors/shareholder-resources/downloads. html?year=2021-22#annualreturn

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 being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 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 ESOS referred to in this report.

4. The Whole-time Directors of your Company have not received any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

7. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

8. No settlements have been done with banks or financial institutions.

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

Hero MotoCorp has in place a Policy towards Prevention of Sexual Harassment at Workplace for Women. This policy is in line with the requirements of 'The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013'.

All employees, whether permanent, contractual, temporary and trainees or belonging to any other category as per the definition of POSH are covered under this Policy. An Internal Complaints Committee (IC) had been constituted to redress complaints received regarding Sexual Harassment and the Company has complied with the provisions relating to the constitution of ICC under POSH Act.

Our Company aims at providing a safe workplace free from sexual harassment to its employees. It also has a 'Zero Tolerance' Policy towards POSH. To achieve this objective, effective communication is the key and thus the Company regularly organises awareness sessions at all locations to sensitise its employees and conducts frequent sessions in a professional manner.

During FY 2022-23, over 394 POSH Workshops, Webinar Sessions were organised and in addition POSH Sessions were planned through the e-module mode. These POSH sessions were well attended by the employees from across the organisation. All new workmen and women associates joining undergo a mandatory session on POSH.

As per the said Policy, an Internal Committee (IC) is also in place towards redressal of complaints received towards Sexual Harassment. Following is the summary of complaints received and disposed off during the year under review: No. of complaints received: 17 No. of complaints disposed off: 16 No. of complaints withdrawn: 0 No. of complaints pending: 1

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. Further, the Company has issued a Shareholders' Referencer covering rights of shareholders, grievance redressal framework, timelines for various procedures, processes followed by the Company, etc. 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. VIDA V1 won the following awards: a) Best Design Award at the 2023 Acko Drive Awards b) Best EV Award at the 2023 Acko Drive Awards c) Best Scooter Award at the 2023 Acko Drive Awards d) Best Overall Bike of the Year Award at the 2023 Acko Drive Awards e) EV Scooter of the Year Award at the 2023 Bike India Awards f) Green Two-wheeler of the Year Award at the 2023 Turbocharged Magazine Awards

2. XPulse 200 4V won the following awards: a) BBC TopGear India Awards 2022 for the Best ADV of the Year (300cc) b) Bike Variant of the Year at the 2022 Autocar Awards c) Adventure Motorcycle of the Year at the CnB Awards 2022 d) Bike of the Year at the Zee Auto Awards 2022

3. Splendor won 'Bike of the Decade' at the Zee Auto Awards 2022

4. Significant Achievement in HR Excellence by the 13^th CII National HR Excellence Award Confluence

5. Hero MotoCorp won Best Medical & Wellness Centre category at the ET Health Award

6. Campaign #LadkiChalaRahiHai bagged Gold at the IMPACT Digital Influencers Awards 2022 in two categories: Best Automobile Category & Best Cause-Led Campaign

7. One of the "Best Organisations for Women" by The Economic Times.

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.