Key Decisions Approved

The Board of Directors approved the following matters:

A. Preferential Issue of Securities

  • Approval for raising funds aggregating up to ₹1,200 Crores (Indian Rupees Twelve Hundred Crores only).
  • The issuance will consist of two components:

1. 16,26,016 fully paid-up equity shares of face value ₹1 each at an issue price of ₹1,230 per share (including a premium of ₹1,229 each) to India-Japan Fund.

2. 79,36,507 convertible warrants (each convertible into one equity share) at an issue price of ₹1,260 per warrant (including a premium of ₹1,259 each) to three promoters: Hero MotoCorp Limited, Mr. Tarun Sanjay Mehta, and Mr. Swapnil Babanlal Jain.

Allottee Details and Investment Amounts

| Allottee | Type of Security | Number of Securities | Total Amount (₹) |

| India-Japan Fund (represented by National Investment and Infrastructure Fund Limited) | Equity Shares | 16,26,016 | 1,99,99,99,680 |

| Hero MotoCorp Limited | Warrants | 76,19,047 | 9,59,99,99,220 |

| Mr. Tarun Sanjay Mehta | Warrants | 1,58,730 | 19,99,99,800 |

| Mr. Swapnil Babanlal Jain | Warrants | 1,58,730 | 19,99,99,800 |

Warrant Conversion Terms

  • Each warrant carries the right to convert into one equity share of face value ₹1 each.
  • The tenure of the warrants shall not exceed 18 months from the date of allotment.
  • Conversion can be exercised in one or more tranches at the option of the warrant holders.
  • Payment structure: 25% of the warrant issue price payable at subscription and allotment; remaining 75% payable upon conversion.
  • Unconverted warrants after 18 months will lapse, and amounts paid will be forfeited.

Shareholding Pattern Impact

Preferential issue shareholding (as on July 10, 2026, fully diluted basis including outstanding ESOPs):

| Investor | Pre-Issue Shares | Pre-Issue % | Post-Issue Shares | Post-Issue % |

| India-Japan Fund | 2,24,65,447 | 5.75% | 2,40,91,463 | 6.02% |

| Hero MotoCorp Limited | 11,50,83,252 | 29.48% | 12,27,02,299 | 30.68% |

| Mr. Tarun Sanjay Mehta | 1,92,57,732 | 4.93% | 1,94,16,462 | 4.85% |

| Mr. Swapnil Babanlal Jain | 1,92,57,732 | 4.93% | 1,94,16,462 | 4.85% |

Note: Post-issue shareholding calculated on a fully diluted basis assuming full conversion of all warrants. Actual shareholding may change if warrants are not fully converted.

Regulatory and Approval Requirements

  • The preferential issue is subject to regulatory/statutory approvals as required.
  • Requires approval of shareholders of the Company through a special resolution.
  • The Relevant Date for the preferential issue in terms of SEBI ICDR Regulations is July 15, 2026.
  • The issue will comply with Companies Act, 2013, SEBI ICDR Regulations, SEBI Listing Regulations, and other applicable laws.

Next Steps

  • An Extra-Ordinary General Meeting (EGM) will be convened to seek shareholder approval for the preferential issue.
  • The EGM notice with details will be submitted to stock exchanges in due course.

Additional Information

  • The Board Meeting commenced at 8:00 AM IST and concluded at 2:00 PM IST on July 15, 2026.
  • The trading window for designated persons and their immediate relatives remains closed as previously intimated on June 30, 2026.
  • The disclosure is made in compliance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.