Dear Members,


Your Directors are pleased to present the forty first annual report, together with the
Company's audited financial statements for the financial year ended March 31, 2024.


FINANCIAL RESULTS – STANDALONE & CONSOLIDATED


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

(I in crore)


  

    

    
Standalone
    
Consolidated
  
  

    
Particulars
    
Year ended
    
Year ended
  
  

    

    
March 31, 2024
    
March 31, 2023
    
March 31, 2024
    
March 31, 2023
  
  

    
Total Income
    
38,348.27
    
34,370.81
    
38,643.16
    
34,727.39
  
  

    
Profit before Finance cost and Depreciation
    
6,148.26
    
4,551.39
    
6,204.17
    
4,662.78
  
  

    
Expenses
    

    

    

    

  
  

    
Finance cost
    
18.50
    
19.87
    
76.37
    
104.88
  
  

    
Depreciation and amortisation expenses
    
711.41
    
656.96
    
757.36
    
697.39
  
  

    
Profit from ordinary activities before share of Profit/(Loss)
    
5,418.35
    
3,874.56
    
5,370.44
    
3,860.51
  
  

    
of associates
    

    

    

    

  
  

    
Profit/(Loss) of associates
    

    

    

    

  
  

    
Share in net profit/(loss) of associates
    
-
    
-
    
(120.25)
    
3.11
  
  

    
Exceptional items – VRS expenses
    
159.99
    

    
159.99
    

  
  

    
Profit from ordinary activities before tax
    
5,258.36
    
3,874.56
    
5,090.20
    
3,863.62
  
  

    
Tax expense
    

    

    

    

  
  

    
Current tax
    
1,260.95
    
941.90
    
1,264.18
    
947.69
  
  

    
Deferred tax
    
29.45
    
22.08
    
83.86
    
116.03
  
  

    

    
1,290.40
    
963.98
    
1,348.04
    
1,063.72
  
  

    
Net Profit from ordinary activities after tax
    
3,967.96
    
2,910.58
    
3,742.16
    
2,799.90
  
  

    
Other comprehensive income /(expense) (net of tax)
    
(22.35)
    
(9.37)
    
(32.86)
    
(34.87)
  
  

    
Total comprehensive income for the year
    
3,945.61
    
2,901.21
    
3,709.30
    
2,765.03
  
  

    
Net Profit/(loss) attributable to
    

    

    

    

  
  

    
a) Owners of the Company
    
3,967.96
    
2,910.58
    
3,744.83
    
2,809.96
  
  

    
b) Non-controlling interest
    
-
    
-
    
(2.67)
    
(10.06)
  
  

    
Other comprehensive income attributable to
    

    

    

    

  
  

    
a) Owners of the Company
    
(22.35)
    
(9.37)
    
(32.76)
    
(21.95)
  
  

    
b) Non-controlling interest
    
-
    
-
    
(0.10)
    
(12.92)
  
  

    
Total comprehensive income attributable to
    

    

    

    

  
  

    
a) Owners of the Company
    
3,945.61
    
2,901.21
    
3,712.07
    
2,788.01
  
  

    
b) Non-controlling interest
    

    
-
    
(2.77)
    
(22.98)
  
  

    
Balance of profit brought forward
    
13,934.48
    
13,031.60
    
13,862.79
    
13,060.05
  
  

    
Dividend
    

    

    

    

  
  

    
- Interim
    
1,999.22
    
1,298.96
    
1,999.22
    
1,298.96
  
  

    
- Final
    
699.45
    
699.37
    
699.45
    
699.37
  
  

    
Corporate Dividend Tax
    

    

    

    
-
  
  

    
Adjustment on account of change in controlling interest
    
-
    
-
    
(4.20)
    
-
  
  

    
Other comprehensive income arising from re-measurement of
    
-
    
-
    
(34.34)
    
(8.89)
  
  

    
defined benefit obligation (net of income tax)
    

    

    

    

  
  

    
Balance carried to Balance Sheet
    
15,181.42
    
13,934.48
    
14,870.51
    
13,862.79
  
  

    
Earnings per equity share on Net Profit from ordinary activities
    after tax (face value K 2/- each) (In Rupees)
    

    

    

    

  
  

    
- Basic
    
198.53
    
145.66
    
187.36
    
140.62
  
  

    
- Diluted
    
198.18
    
145.52
    
187.04
    
140.49
  



FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS


During FY 2023-24, your Company clocked sales of 56.21 lakh units over 53.29 lakh units
in the previous FY. Revenue from operations was I 37,455.72 crore as compared to I
33,805.65 crore in FY 2022-23, registering an increase of 10.80%. Profit before tax (PBT)
in FY 2023-24 was I 5,258.36 crore as compared to I 3,874.56 crore in FY 2022-23,
reflecting an increase of 35.72 %. Profit after tax (PAT) in FY 2023-24 was I 3,967.96
crore as against I 2,910.58 crore in FY 2022-23, an increase of 36.33% from the previous
year.

Earnings before Interest, Depreciation and Taxes (EBITDA) stood at 14.03% in FY
2023-24, as compared to 11.79% in FY 2022-23.


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, 2024 along with Auditor's Report are
provided in this annual report.


UPDATE ON SIGNIFICANT MATTERS


The IT Department had conducted a search under Section 132 of the Income Tax Act, 1961
on the Company. Consequently, re-assessment orders for AY 2013-14 to 2017-18 & AY
2019-20 were passed with a total rectified demand of I177.96 Crore. The Company has filed
an appeal before CIT(A) against the order.

During the year, the Ministry of Corporate Affairs initiated an investigation and
sought information w.r.t. the Company's beneficial ownership in a former vendor(s). The
Company has provided the requested information, and there have been no further proceedings
in this matter. According to the Company, neither the Company nor any of its directors
have any beneficial interest in the former vendor(s).

During the year, officials of Enforcement Directorate had visited premises of the
Company in relation to an alleged violations of Customs Act 1962. Certain information was
sought from the Company which has been submitted. The aforementioned matter has been
stayed by honourable Delhi High Court and is pending legal outcome.

The above matters have been referred in the "Emphasis of Matter" in the Audit
Report and has also been mentioned in the note no 34 (b) of the standalone financial
statements. The audit report (standalone and consolidated) remain unmodified.


CHANGES IN CAPITAL STRUCTURE


During the year under review, 82,023 equity shares of I 2/- each were allotted on
exercise of Employee stock options and Restricted Stock Units (RSUs) by the employees of
the Company. Consequently, the issued and paid-up share capital of the Company as on March
31, 2024 was I 39,98,43,482 divided into 19,99,21,741 equity shares of I 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
I 2/- each, ranking pari-passu.


DIVIDEND


Your Directors are pleased to recommend for your approval a final dividend of I 40/-
per equity share (2,000%) of face value of I 2/- each in addition to an overall Interim
Dividend of I 100/- per share (5,000%), which includes a special dividend of I 25/-
per share (1250%) to commemorate the centennial year of Chairman Emeritus Dr. Brijmohan
Lall Munjal, aggregating a total dividend payout of I 140/- per equity share (7000%) for
FY 2023-24. In the previous year, total dividend payout of I 100/- per equity share
(5,000%) 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.

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


MANAGEMENT DISCUSSION AND ANALYSIS 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 2023-24, there was no change in the nature of Company's business.


CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES


The FY24 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 and commodity headwinds facilitated us to further
evaluate our manufacturing capacity and resource optimisation with a broader lens to
optimise capacity utilisation.

As a proactive corporate, your Company released its sixth 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.

During the period under review, the Board of Directors at its meeting held on February
09, 2024 has approved an investment of upto I 600 crore (approx.), for setting up a Global
Parts Center (GPC) 2.0 with a storage capacity of upto 36,700 Stock Keeping Units(SKUs),
at Tirupati, Andhra Pradesh.


GLOBAL FORAYS


In the FY24, your Company has showcased remarkable strategic agility and resilience in
navigating the intricate dynamics of global markets. This resilience was evident in FY24,
where the Company has achieved higher export figures, recording 2,00,923 units, marking a
robust growth of 16.3% over the previous fiscal year. This impressive growth can be
attributed to the Company's astute market-fit product portfolio and unwavering commitment
to customer-centricity. The pivotal initiatives that propelled this growth are as follows:


1. Focused Market Approach: Despite facing challenging economic conditions,
your Company maintained and augmented its market share in key markets such as Mexico,
Turkey, Bolivia, and Tanzania. The major gainer was Turkey with 3.3% (MS 9.6%) market
share gain in FY24 as against FY 23 (MS 6.3%). This focused approach ensured sustained
growth amidst adversities.


2. Product Portfolio Enhancement: Your Company has bolstered its product
portfolio with the launch of 4 new products, including three premium offerings (XMR 210,
Hunk 160R 4V, Xpulse 200 4V), Xoom 110 Scooter along with the introduction of 8 refreshes
(Hunk 150, Xpulse 200 Euro5, Xpulse 200T, Ignitor 125 Xtec, Pleasure 100, Hunk 160R 2V,
Splendor+ Sports, Super Splendor ). This strategy aimed at meeting diverse consumer
preferences and further solidifying its market presence.


3. Hero 2.0 NextGen Visual Identity: Undertaking a visual identity
changeover to Hero 2.0 NextGen ensured an enhanced and cohesive customer experience across
various channels. This strategic move reinforced the Company's brand identity and
resonance with consumers. A total of 150+ channels had undergone the Hero 2.0 changeover
in FY24.


4. Expansion in Key Markets: Your Company's strategic initiatives to start
operations in Philippines with commencing dispatches in Q4 FY24, restarting Nigeria with
Tolaram Group and revitalising operations in Nepal through the partnership with CG Group
underscored its commitment to effective market penetration. These endeavors signifies the
Company's proactive approach to leverage local expertise and networks for market
expansion.


5. Implementation of Exchange Platform: The implementation of the Company's
own Exchange platform in Bangladesh, with plans for secre wider regional implementation,
laid a robust foundation for sustained growth. This platform not only facilitates seamless
exchange transactions but also enhances customer engagement and loyalty.


6. Digitisation Initiatives: The Company's Digitisation efforts, including
website revamp, Lead Management System (LMS) setup and Dealer Management System (DMS)
implementation, streamlined processes and enhanced operational efficiency. These digital
initiatives have facilitated smoother interactions with customers and stakeholders,
fostering a more agile and responsive organisational culture.

In South Asia, despite a 24% decline in dispatches to Bangladesh due to economic
slowdown and forex shortfalls, your Company has made significant strides in parts retail
and successfully resumed dispatches to Nepal in Q4. These efforts underscore the Company's
resilience and adaptability in navigating evolving market landscapes.

In Africa, the Company has witnessed a remarkable surge of 71% in dispatches over FY23,
with Turkey, the Democratic Republic of the Congo (DRC), and the Gulf Cooperation Council
(GCC) emerging as major growth drivers. Despite industry downturns in Nigeria, your
Company has made timely market entry in Q4 with 2005 units, which exemplified its agility
in capitalising on emerging opportunities.

The exponential growth in Turkey by 357% and strong growth in DRC by 107% is testimony
to the Company's effective market penetration strategies and robust brand presence in
these regions.

In Latin America, the Company's exports registered commendable growth of 41% over FY23,
fueled by exceptional performance in Mexico with a staggering 290% increase in dispatch in
FY24 over previous year and a modest dispatch growth of 4.3% in Bolivia.

Furthermore, the Company's strategic brand association with Diego Simeone for Latin
American markets has significantly bolstered its brand equity and visibility, further
strengthening its competitive advantage in the region.

The Company's unwavering emphasis on the premium segment, coupled with its
customer-centric innovation, has solidified its position as a frontrunner in the global
market. Looking ahead, the strategic focus is on key growth levers, including the
expansion in premium segment portfolio, Hero 2.0 NextGen Visual Identity, Digitisation
initiatives, and the Company's own exchange platform, thereby setting a formidable
foundation for sustained growth and success in the global marketplace.

The stellar performance in FY24 underscores its unwavering commitment to innovation,
and with strategic agility has positioned the Company as a truly global brand.


INNOVATION


The Hero Innovation Cell (HIC) stands as a testament to the Company's commitment and
focus on nurturing and amplifying a culture of innovation within the organisation and its
global network.

Established to break traditional boundaries and set new industry benchmarks, HIC plays
a crucial role in aligning with India's vision for fostering innovation. HIC develops
innovative ideas into scalable solutions, thriving on collaboration and co-creation with
diverse partners including your Company's associates, dealers, suppliers, customers,
global start-ups, academia, and the broader community.

In the past fiscal year, the HIC has driven impactful programs such as the Idea
Contest, now in its ninth season, which is a cornerstone of our innovation framework. This
platform has consistently sourced ground-breaking ideas from our associates, leading to
innovations like the automatic headlight dipping system, smart safe ride solution and the
hero smart hybrid series. These initiatives not only improve our product offerings but
also contribute to safer and more sustainable mobility solutions. The RAPID POC program,
executed in collaboration with Plug and Play in Germany, is another key initiative. This
prototype validation program partners with global innovators to co-create and test
solutions tailored to our specific business challenges. Last year, we achieved three
successful proofs of concept, enhancing our operational efficiencies and product
capabilities.

The Company's engagement with the Smart India Hackathon (SIH) further underscores its
commitment to innovation. As the world's largest open innovation model, organised by the
Ministry of Education, Government of India, SIH 2023 witnessed an unprecedented surge in
participation. Over 2,60,000 students collaborated on solving critical challenges across
sectors like healthcare, agriculture, and cybersecurity. The Company's involvement not
only supported the hackathon's goals but also enabled to mentor young talent, facilitating
connections that extend beyond the event.

The Hero Campus Challenge (HCC) is another significant endeavor that invites students
from global technical and business institutions to solve real-life business challenges.
The ninth season, launched in March 2024, saw fierce competition with teams from
institutions such as the National Institute of Technology - Raipur, Indian Institute of
Management 

- Bangalore, and JBIMS Mumbai leading the way. These interactions provide students with
a platform to demonstrate their innovative capabilities while potentially securing future
roles within the Company.

As we look towards FY 25, the HIC is set to continue its vital role in propelling the
Company as a leader in innovation, both in India and on the global stage. Our commitment
to develop a sustainable innovation ecosystem not only advances our strategic goals but
also has a profound impact on the broader community, ensuring that the Company remains at
the forefront of the automotive industry.


CYBER SECURITY


As businesses continue to leverage digital technology to enhance operations, the risk
of being exploited by cyber threat actors also increases. However, your Company is
proactively addressing this challenge by maintaining a mature cyber security posture that
focuses on prevention, detection, response and recovery framework and methodology.

Led by the designated Chief Information Security Officer (CISO), dedicated team of
cyber security professionals diligently oversee various cyber security solutions,
operations and preventive measures.

Secure by design methodology is adopted and every application/solution undergoes
through an architecture review and evaluation and complete vulnerability assessments
before being launched.

In order to foster a strong cyber security culture within the organisation and empower
employees to be the first line of defense, various activities such as awareness trainings,
monthly newsletters, email communications, and quizzes are utilised to educate employees
on best cyber security practices. Compliance with industry regulations is a top priority
for your Company's cyber security team, and they work diligently to ensure that your
organisation remains ISO 27001 compliant. By maintaining a proactive and comprehensive
approach to cyber security, we are committed to safeguard organisation's assets and
maintain the trust of our customers, employees & stakeholders.


ETHICAL PRACTICES


Pledged to 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 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. Hero MotoCorp 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 enterprise-wide quality philosophy is designed to uphold our undying commitment to
excellence by ensuring robust quality management practices across our entire value chain.
We have achieved this through rigorous design verification, validation and meticulous
product development practices, and by creating world-class manufacturing infrastructure,
processes, and systems across our suppliers and manufacturing locations. Our
state-of-the-art testing infrastructure and NABL accredited quality labs are a testament
to our world-class testing and validation standards. Additionally, we have continued with
our digital transformation projects, utilising AI, IoT, and other technologies to empower
our teams, promote transparency, swift decision making, and faster response times.

We have strengthened our design quality frameworks through strategically designed
initiatives. A comprehensive lessons learnt repository, robust DFMEA & PFMEA
encompassing all previous design inputs/concerns and key stakeholders across the value
chain have been deployed to ensure proactive management of potential concerns and
continuous improvement. This helps in enhancing efficiency and reduction in the new model
ECN.

We are continuously supporting our supply chain partners in upgrading their quality
systems by sharing technical know-how. Our supply chain partner quality manual lays down
guidelines for effective functioning and establishes stringent checkpoints along the
different stages of product development and mass production. For this, our Vendor Quality
Rating (VQR) framework is a comprehensive metric that encapsulates all the critical
quality parameters of our supply chain partners. This metric helps us critically monitor
and analyse their performance on quality parameters, thereby serving as the source of
various strategic initiatives for supply chain excellence, ensuring zero defects, zero
delays and zero waste.

Our teams have continued the initiatives from previous years to further improve the
quality management capabilities of our supply chain partners. We have conducted various
activities, including sustenance audits for process improvements, Digitisation for
automated monitoring of Critical to Quality parameters, 4M restoration projects,
traceability to reduce risks associated with product recalls, and sensitisation workshops
for our Tier 2 supply chain partners in collaboration with our Tier 1 suppliers. These
efforts have helped us enhance our supply chain management and ensure better quality
products for our customers.

In addition to this, we regularly monitor customer feedback and concerns, having more
than 20 different sources for capturing the voice of customers. Each feedback/concern is
critically evaluated by a team of internal subject matter experts and a swift response is
delivered to the customer to ensure highest level of satisfaction. These inputs are also
captured in our internal databases for consideration while new product and process
development.

We complement our objective to foster a culture of quality across the value chain by
engaging all stakeholders in our pursuit of excellence. Our efforts include ongoing
training and awareness sessions, dedicated sensitisation drives, and monthly quality town
halls ("Q Colloquium") that cover critical topics. These focus on developing the
right mindset among all stakeholders, while providing opportunities for young talent to
showcase innovative ideas and critical thinking to a wider organisational audience. By
building on last year's momentum with these initiatives and practices, we aim to
strengthen our pursuit of fostering enterprise-wide quality across Hero's value chain.


SAFETY AND WELL BEING OF EMPLOYEES


At Hero MotoCorp we have always care about the safety of all our stakeholders i.e.
employees, visitors, vendors, contract employees, logistic drivers, and other persons who
may be affected by its operations. The Company has put in the best efforts to provide a
safe and conducive working environment and is committed to ensuring highest standards of
safety in the workplace. We believe that safe work practices lead to better performance,
motivated work force and higher productivity. The Company has updated its 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. These policies and
programmes have been designed to prevent physical (including occupational), mental, and
psychosocial health issues and to improve employees' overall well-being. We have developed
our programmes and initiatives, which comply with legal and statutory requirements and
international standard ISO-45001, bodies including ILO and WHO so that we can implement
best practices to promote wellness and safety at our workplace. We have set targets for
establishing a zero-incident culture, which includes zero fatalities and zero LTIFR and
LTIR rates. We are continuously working to improve our OHS management system through
regular evaluation via internal and third-party audits and developing targeted action
plans and resolutions against findings.

At Hero MotoCorp, we believe that employees are the most important pillar for
organisational success. Talent development plays a pivotal role and is one of the top-most
priorities in this changing landscape.

Our prime focus is to enhance the opportunities and build capabilities for future ready
workforce. We continued to invest in our employees to help them realise their full
potential. All our talent development initiatives are comprehensive and tailored made,
customised as per the business and individual need. We keep focusing on enhancing the
leadership and managerial skills at all levels within Hero MotoCorp with our tiered
leadership approach. This ensures in developing a strong talent pipeline and future
successors. Our program combines educational modules, hands-on experience, and practical
application to equip aspiring leaders with essential leadership qualities. In line with
this is our capability development framework which has programs like NexGen leaders,
Transcend Leaders Program, LeadNext and Hero ACE. We have partnered with top institutes,
giving a strong platform to our employees to grow personally and professionally by
sponsoring them for higher education like Hero MBA with BML Munjal University and BITS
Pilani. 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 Women in Leadership program was started with the vision to
diversify our leadership pipeline. It is a nine-month leadership journey and is designed
keeping in mind the unique challenges faced by women in their path to leadership and
professional lives. These leaders will enable the creation of a leadership pipeline,
inclusive in nature, for the organisation. The program develops individuals on three
levels: self, team, and organisational leadership.

By investing in people, our most critical resources, we aim to empower our workforce to
reach their full potential and drive sustained innovation and performance across the
organisation. We are committed to staying at the forefront of industry trends, fostering a
culture of continuous learning and development, and positioning ourselves for sustained
success and impact in the year ahead.


DIVERSITY & INCLUSION


At Hero MotoCorp, Diversity, Equity and Inclusion is a way of life. Our vision, Be the
Future of Mobility is built on these principles. The Company remains committed to
promoting gender diversity, be it in the workforce or designing and developing products
specifically for women customers. Our goal is to ensure 30% women in the workforce. We are
doing this by strengthening our efforts towards building a workplace that has all the
right opportunities and support that women colleagues can tap into to grow in their
careers. We have made significant strides towards our goal in this FY24. Our recruitment
efforts have focused on sourcing talent from diverse backgrounds, associating the top
academic institutions, and partnering with organisations that specialise in diversity
recruitment.


Greens Shoots


• 45% increase in the total number of women in workforce

• 56% increase in women representation on shopfloor

• 85% returning mothers continue to work with us

• 43% increase in Senior Management women

• 41% increase of Women in Science, Technology, Engineering & Mathematics To
steadfast our commitment to build an inclusive culture, we have implemented varied
initiatives and programs:


• HERoes Network, one of its kind women network platforms, was launched
across 8 locations along with an Open House session with CHRO and CIDO. This network
enables and supports women to share experiences, mentor and nurture each other. Within
HERoes Network we are hosting a series of mentoring conversations with leaders. We
introduced the concept of Lean in Circles where groups of 12-13 women choose a topic that
is relevant to their workplace experience and are assigned a mentor from the leadership
team to work and learn from these experiences.


• Building an inclusive workplace: Our manufacturing facility supports
women employees "Ergonomically" to reach specific heights of the conveyor belts
by automated pulley, planks and other Kaizen techniques to provide equal opportunities.


• We rolled out Equity-First Policies following focused group
discussions and feedback from women employees. These policies are the cornerstone of the
inclusive and supportive environment we strive for – One where every woman at Hero
MotoCorp can grow and thrive.


• Safe company-sponsored transportation for women employees including
contractual employees.


• Gender-neutral parental leave policies and work-from-home policies
post maternity leave.

• Mandatory vacations - this applies to every employee within Hero MotoCorp
- we want to promote a culture of planned and compulsory downtimes to recharge and
rejuvenate.

• Support for returning mothers whether it be creche facilities, a
buddy-system that eases their return to work and helps them settle in; a policy to have a
child and an attendant during business travel for 6 months after returning to work.

• We cover medical costs to avail IVF.

• Better infrastructure (like additional washrooms) for women employees.

Looking ahead, we are committed to building on our progress and implementing new
strategies to further advance diversity, equity, and inclusion within our organisation for
FY 25. A new DE&I framework was announced on International Women's Day, March 08, 2024
which will strengthen our commitment. The focus remains to continue and build:

• Building the core by hiring, retention and development initiatives.

• Strengthen the ecosystem by providing inclusive trainings on gender
sensitisation, unconscious bias, etc.

• Continuous engagement of leadership team in DEI efforts, ensuring that diversity
and inclusion are embedded into our organisational values and strategic priorities.


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. 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 joint ventures 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 manufacture, 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 2023-24, HTCG has reported unadjusted revenue of I 125.94 crore and a net profit
of I 5.89 crore.


HMCL Netherlands B.V. (‘HNBV')


HNBV is a wholly owned subsidiary of your Company, 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 2023- 24, HNBV has reported
turnover of I 3.68 crore and a net profit of I 1.97 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 FY 2023- 24, the Company has reported
unadjusted revenue of I 413.34 crore and a net loss of I 34.25 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 Nitol Niloy Group, 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 per annum. During FY 2023-24, HNBL reported unadjusted revenue of
I435.84 crore and a net profit of I 14.35 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 2023-24, HMCLA
has reported unadjusted revenue of  1.02 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
66% of the equity share capital in HMCMMA. During FY 2023-24, HMCMMA has reported
unadjusted revenue of I 377.78 crore and a net profit of I 3.33 crore.


Associate Companies

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 2023-24, HFCL's Profit attributable to the Company is I 257.71 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 43.94% which is
equivalent to 40.89% on a fully diluted basis. During FY 2023-24, AEL's loss attributable
to the Company is I 389.77 crore.

A statement containing salient features of financial statements of subsidiary and
associate companies 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 PERSONNEL


During the year under review, Prof. Jagmohan Singh Raju was re-appointed as an
Independent Director w.e.f November 15, 2023 for a term of five years. His term will end
on November 14, 2028.

The Board upon the recommendation of the Nomination and Remuneration Committee has
appointed Mr. Niranjan Gupta as CEO of the Company w.e.f. May 1, 2023, thereby separating
the role of the Chairman and CEO. Consequent to the above, Dr. Pawan Munjal continued to
be the Executive Chairman & Whole-time Director on the Board.

Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149(6) 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 the 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 judgment and
without any external influence and they are independent to the management.

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

In compliance with Section 150 of the 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 in compliance with the provisions of this Act.

The Company has a robust succession planning process which is overseen by the
Nomination and Remuneration Committee. Further, based on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors at its meeting held on June
25, 2024, subject to the approval of the members by way of special resolution, has
approved the reappointment of:

1. Mr. Vikram Sitaram Kasbekar as Whole-time Director (designated as Executive
Director- Operations) for another period of 3 years commencing from August 8, 2024 upto
August 7, 2027.

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

3. Ms. Camille Miki Tang as Non-Executive Independent Director, for a second term of 3
years, with effect from November 19, 2024 upto November 18, 2027.

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

In terms of the applicable provisions of the Act and the Articles of Association of the
Company, Mr. Pradeep Dinodia, Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for reappointment.

Brief resume and other details of the above said Directors have been furnished in the
Annexure A of the notice of Annual General Meeting.

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.


Key Managerial Personnel


During the year under review, the Board has appointed Mr. Vivek Anand as Chief
Financial Officer of the Company with effect from March 1, 2024. Consequent to the above,
Mr. Niranjan Gupta ceased to be the Cheif Financial Officer of the Company w.e.f. March 1,
2024. He continues to hold the position of CEO.

Dr. Pawan Munjal, Executive Chairman & Whole-time Director, Mr. Niranjan Gupta,
Chief Executive Officer, Mr. Vivek Anand, 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 2023-24, six 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 2023-24, 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 2023-24. Led by the Nomination and
Remuneration Committee, the evaluation was carried out using structured questionnaires
covering, amongst others, composition of 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, updation 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, 2024, 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, 2024 and of the profit and loss of your Company for the
financial year ended March 31, 2024; 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, 2024 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 (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), 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, 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, 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 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 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. 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 (‘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 change in the scheme and the scheme is in compliance with the SEBI 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 stock options has been implemented in
accordance with the SEBI Regulations and the resolution passed by the members through
postal ballot. 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, 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'. During the year under review, your Company has provided I 159.99
crore for employees who have accepted to be part of VRS.


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 the report. The information as
per Rule 5(2) & 5(3) of the Rules forms part of this report. However, the report and
are 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 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/
company-section/code-of-conduct/code-of-conduct-final. pdf In terms of Listing
Regulations, a report on Corporate Governance along with the certificate from M/s SGS
Associates & LLP, Company Secretaries (Firm Registration No. L2021DE011600) 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.
Further, the certificate on Non-disqualification of Directors and compliance certificate
is 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 8.24 crore for the FY 2015-16 (Interim & Final Dividend) and 31,440
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 I10.67 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 FY24 was I 18.91 crore. Further, the cumulative amount of unpaid
dividend lying in various unpaid dividend account(s) of the Company, as on March 31, 2024,
is I 25.69 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 2023-24, 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:

( I in crore)


  

    

    
Principal Amount
    

    

  
  

    

    
(Shares)
    
Amount (Bonds/ Debentures)
    
Total
  
  

    
Opening*
    
4,084.44
    
1,427.15
    
5,511.59
  
  

    
Addition
    
676.91
    
309.56
    
986.47
  
  

    
Reduction
    
-
    
73.49
    
73.49
  
  

    
Closing Balance
    
4,761.35
    
1,663.21
    
6,424.57
  


* Reinstate on conversion of debt to equity.


DEPOSITS


Your Company has neither accepted nor renewed any deposits during FY 2023-24 in terms
of Chapter V of the Act.


CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES


During FY 2023-24, 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 2023-24, 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 Listing Regulations,
wherever required. During FY under review, your Company has obtained prior omnibus
approval of the Audit Committee for related party transactions which were repetitive in
nature and are in ordinary course of business and at arm's length. All related party
transactions entered during the year were in ordinary course of business and at arm's
length basis. During FY 2023-24, your Company has not entered into any
contract/arrangement/transaction with related parties which could be considered
‘material' in accordance with the provisions of Listing Regulations and the Company's
Policy on 

Materiality of Related Party Transactions. Thus, there are no transactions required to
be reported in Form AOC-2.

Related party transactions were disclosed to the Audit Committee and the Board on
regular basis as per the Act, Listing Regulation & 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%20Party.pdf


RISK MANAGEMENT FRAMEWORK


The Company's comprehensive risk management framework operates under the guidance of
the Management Team at Hero MotoCorp which reports into the Risk Management Committee
(RMC), a Committee of the Board of Directors. 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, technology, IT and
cyber-security 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 maintenance of comprehensive and consistency of the overall process, especially for
their relevant domain/functions, as is appropriate. Post the assessment, a detailed
calendar for the mitigation of the identification of risks is prepared and updated to the
RMC. Thereafter, on a periodic/quarterly basis the RMC is updated as per plan; and with
regards relevant new updates/developments.

The Chief Risk Officer works with the Risk Steering Committee (SteerCo) who, on behalf
of the Management Team, are responsible to update the RMC regarding the status of the
risks and also updates the organisational risk register as per changes in the external and
internal environment that impact the organisation.

Your Company has also worked on and tested a robust Business Continuity Plan (BCP) to
deal with unforeseen and un-anticipated scenarios. The continuation of operations during
COVID are a classic example of how the BCP at Hero MotoCorp continued to operate
seamlessly. We have also worked on BCP scenarios based on various unknowns, to prepare
business operations continuity and carried out scenario-analysis together with an
independent consultant to test and improve our preparedness.

Some of the key risks your Company focused on and developed mitigation plans were as
follows:


Geopolitical uncertainties in key global markets: The business sentiment continued
to remain challenging with many global economies impacted especially in the Middle East
and in the Eurasian region. There is also the possibility of the extension of the risk of
conflict in Asia. The logistics and supply chain industry took a hit.

However, your Company managed these demand side risks by concentrating on volumes from
countries which were relatively unaffected. On the supply chain risks, your Company has
built a strong local base which made sure that its operations were not impacted.


Shifting consumer preferences towards electric mobility: The 2W industry,
especially in scooters has continued to grow in EV adoption partly promoted by subsidies,
and partly by lower prices offered by various competitors. Both helped in greater adoption
of electric mobility and shift in consumer preferences. 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 FY23 and we have expanded our dealer
touch-points where EVs have been made available. As your Company ramps up to launch a more
affordable EV 2W, it should address the business shift more meaningfully. The Company also
has investments in other EV brands such as Ather Energy and is developing EV motorcycles
with Zero Motorcycles, USA.


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 through savings from
the LEAP and LEAD programs, which are programs to structurally reduce costs in
manufacturing and supply chain.


Cybersecurity and its impact on business operations: Expanded usage of computing,
automation et al and unparalleled connectivity with our vendors and customers including
our dealers and end-customers is leading to cyber-security gaining significance as a risk.
This is a matter we take in full earnest. The Digital Information & Technology team
has a dedicated, empowered Cybersecurity team led by in-house experts who are supported by
consultants with expertise in the field.

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, 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, 20 complaints were received through various reporting
channels and 1 complaint was carried forward from the previous year. Out of these, 20
complaints have been investigated and remaining 1 complaint is under investigation.

During FY 2023-24, 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/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. The implementation and monitoring of the CSR policy is in compliance
with the CSR objective & policy of the Company.


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 of the Company, and also the Chairman of the SCSR Committee. The
composition of SCSR Committee is Dr. Pawan Munjal (Chairman), Mr. Pradeep Dinodia, Prof.
Jagmohan Singh Raju and Ms. Tina Trikha as Members of the SCSR Committee.


Policy


During FY 2023-24, no revision was made to the CSR policy of the Company. 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%20policy.pdf
The salient features of the Company's CSR Policy are as under:

1. The philosophy of the Company is guided by the belief that the 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 2023-24 update


During the year under review, your Company spent I 73.89 crore on its CSR activities.
The implementation and monitoring of the CSR is in compliance with the CSR objective &
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 2023-24, which is annexed
as Annexure – VI. The overview of CSR activities carried out in FY 2023-24 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:

1. Ms. Tina Trikha Chairperson

2. Mr. Pradeep Dinodia Member

3. Air Chief Marshal B.S. Dhanoa (Retd.) Member

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) were appointed in 2022 as the Statutory Auditors of the Company until
the conclusion of the 44th 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 2023-24. The Cost Auditors will submit their report for the FY 2023-24 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, 2025.

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 SGS Associates LLP, Company Secretaries (Firm Registration No. L2021DE011600) were
appointed to conduct Secretarial Audit of your Company during FY 2023-24.

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. L2021DE011600) as
Secretarial Auditor of your Company for the financial year 2024-25.


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.

Your Company has an extensive IFC Framework in place which includes design and testing
of controls and remediation of identified deficiencies. Risk and Control Matrices (RCM)
have been defined for all processes based on materiality. Each control has a detailed
Control description, associated risk, assignment of control owner, frequency of operation,
applicability of Financial Assertions and fraud risk indicator. Test of design and
operating effectiveness is conducted every year to assess the adequacy and operating
effectiveness of controls.

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 in place the 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 while 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 the code of conduct
under SEBI (Prohibition of Insider Trading) Regulations, 2015. 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 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 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 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,_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 (in India) highlighting the important
aspects of the Code of Prevention of Insider Trading 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 Circular dated July 12, 2023,
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, 2024, total number of employees on the records of your Company were
9,225 as against 9,215 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 being 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 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. 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


Hero MotoCorp has in place a policy towards Prevention of Sexual Harassment at
Workplace. 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 (ICC) 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.

Your 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 2023-24, 469 POSH 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 Complaint Committee (ICC) is also in place towards
redressal of complaints received regarding sexual harassment. Following is the summary of
complaints received and disposed off during the year under review: No. of complaints
received: 8 No. of complaints disposed off: 5 No. of complaints withdrawn: 0 No. of
complaints pending: 3


DISCLOSURE UNDER THE HUMAN IMMUNODEFICIENCY VIRUS AND ACQUIRED IMMUNE DEFICIENC Y
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. CII National Award for Excellence in Water Management 2023 to Hero MotoCorp's
Gurugram facility.

2. Hero MotoCorp was awarded Fast Runners in Gender Equity at TOI-Ask Insights' The
Global Diversity Equity Inclusion Summit & Awards 6.0.

3. CII_National_Award_for Excellence in Energy Management awarded to Hero MotoCorp's
Dharuhera plant on September 2023.

4. CII_ National_ Award_ for_ Environmental_ Best Practices awarded to Hero MotoCorp's
Gurugram plant in July 2023.

5. CII GreenCo Champion_Award awarded to Hero MotoCorp in July 2023.

6. Haryana Safety Health and Welfare_Award- awarded to Hero MotoCorp's Gurugram plant
on January 2024.

7. Car & Bike Awards 2024- Manufacturer of the year.

8. Hero Karizma XMR won the following awards: a) Acko Drive - #TOTM 2024, for the 2024
Best Digital & Social Media Marketing Campaign (Bike) - Rebirth of the legend - (1st
Runner up). b) TopGear Awards 2024- for Two-Wheeler of the year up to 250CC.

9. Hero Xtreme 160R 4V won the following awards: a) TopGear Awards 2024 for the
Two-Wheeler of the year up to 160CC. b) Motoring World Awards 2024- for the Commuter of
The Year. c) Motor Vikatan Awards 2024- for the Best Facelift 2024.

10. Hero Xoom won the following awards: a) MotorBeam 2024 Awards, for the scooter of
the year. b) Acer Faster Awards 2024, for the Scooter of the year. c) ABP Live Auto Awards
2.0 2024 for the Scooter of the year. d) Autocar Awards 2024 for the Scooter of the year.
11. Harley-Davidson X440 won the following awards: a) Car & Bike Awards for the
Premium Motorcycle of the Year. b) BBC TopGear Awards for the 2023 Roadster of The Year
(Under 500cc). c) Jagran hiTech Awards for the Modern Classic/Retro Bike of The Year. d)
Acko Drive - #TOTM for the 2024 Best Digital & Social Marketing Campaign ( Bike) - (_2nd_Runner_up).
e) MotorBeam 2024 Awards for the Bike of the Year.


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.