Purpose and Nature of the Disclosure

This document contains the proceedings of the 43rd Annual General Meeting (AGM) of Hero MotoCorp Limited, submitted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is a formal disclosure of the meeting's events and the business transacted.

Date, Location, and Type of Meeting

The 43rd Annual General Meeting was held on August 5, 2026, commencing at 11:30 a.m. The meeting was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

Summary of Proposed Resolutions and Their Implications

The following six resolutions were placed before the members for approval via e-voting:

Ordinary Business:

1. To receive, consider, and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. To confirm the payment of an interim dividend of ₹110 per equity share for FY 2025-26 and to declare a final dividend of ₹75 per equity share for the same financial year.

3. To appoint a Director in place of Mr. Suman Kant Munjal (DIN: 00002803), who retires by rotation and offered himself for re-appointment.

Special Business:

4. Ratification of remuneration of Cost Auditors for the financial year 2026-27. (Ordinary Resolution)

5. Re-appointment of Dr. Pawan Munjal (DIN: 00004223) as a Whole-time Director of the Company. (Special Resolution)

6. Approval of terms and conditions and payment of remuneration of Dr. Pawan Munjal as the Whole-time Director. (Ordinary Resolution)

Voting Process and Methods Used

The company provided two methods for voting:

  • Remote e-voting: The facility was open from 9:00 a.m. on July 31, 2026, to 5:00 p.m. on August 4, 2026.
  • E-voting at the AGM: Members who attended the meeting but had not cast their votes remotely were provided an opportunity to vote during the meeting. The e-voting facility was kept open for 30 minutes for this purpose.

Key Voting Outcomes

The results of the voting were not announced in this document. The Chairman informed that the results shall be announced within a stipulated time of two working days from the conclusion of the meeting. The results will be:

  • Displayed at the Registered Office of the Company.
  • Placed on the company's website.
  • Placed on the website of National Securities Depository Limited (NSDL).
  • Disseminated to BSE Limited and the National Stock Exchange of India Limited.

Scrutinizer's Role, Findings, and Conclusions

Mr. Devesh Kumar Vasisht, Managing Partner of M/s DPV & Associates LLP, Company Secretaries, was appointed as the Scrutinizer for both the remote e-voting process and the e-voting conducted at the AGM. His findings and report on the voting were not included in this proceeding and are pending.

Confirmation of Compliance with Applicable Laws and Regulations

The meeting was held in compliance with:

  • The Companies Act, 2013 and its Rules.
  • The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The Ministry of Corporate Affairs General Circular No. 20/2020 dated May 5, 2020.
  • The subsequent circular, latest being General Circular No. 03/2025 dated September 22, 2025.

The statutory registers and documents were made available for electronic inspection by members on the NSDL e-voting platform until the conclusion of the meeting.

Names and Roles of Signatories

The proceedings were signed by Mr. Prabhat Singh, Company Secretary & Compliance Officer of Hero MotoCorp Limited.

Other Relevant Financial and Operational Information

Although not part of the formal resolutions, the Chairman's speech provided a comprehensive business update for FY 2025-26:

  • Financial Performance: Achieved highest-ever Revenue from Operations of ₹46,830 crores, EBITDA of ₹6,871 crores, and Profit After Tax of ₹5,268 crores. Return on Capital Employed exceeded 31%.
  • Sales Volume: Sold 6.47 million (approximately 65 lakh) units.
  • Business Highlights: Retained global leadership as the world's largest manufacturer of motorcycles and scooters for the 25th consecutive year. The electric vehicle brand, VIDA, saw 190% Year-on-Year growth. International business grew by 40% Year-on-Year, with a presence in 53 countries.
  • Sustainability & Awards: Facilities are 500% Water Positive and 100% Zero Waste to Landfill. Ranked number 1 in India's Two-Wheeler Industry on the Dow Jones Sustainability Index and was recognized among TIME Magazine's Best Companies in Asia-Pacific 2025.
  • New Leadership: Welcomed new executives including Mr. Harshavardhan Chitale (CEO), Mr. Sachin Agrawal (CTO), Ms. Kausalya Nandakumar (CBO – Emerging Mobility), Ms. Madhuri Mehta (CHRO), Ms. Latika Taneja (Head – Communications, Corporate Affairs and CSR), and Mr. Anuj Dua (CBO – Premium Business).

The meeting concluded at 1:41 p.m.