Target Entity: HMCL Netherlands B.V. (HNBV) and its subsidiaries (HMCL Colombia S.A.S. and Hero MotoCorp Do Brasil Ltda)

Type of Deal: Additional investment in wholly-owned subsidiary for further investment in step-down subsidiaries

Stake/Capacity: No change in shareholding percentage - HNBV will remain 100% wholly-owned subsidiary post-investment

Deal Value: Up to ₹300 Crore (Rupees Three Hundred Crore) or equivalent foreign currency amount

Funding Source: Cash consideration from internal resources

Financial Impact:

  • Investment amount: Up to ₹300 Crore
  • HNBV turnover FY26: NIL
  • HMCL Colombia S.A.S. turnover FY26: ₹1,656 crore
  • HMCL Niloy Bangladesh Limited turnover FY26: ₹826 crore
  • Historical turnover data provided for last three years showing growth in Colombian and Bangladeshi operations
  • Brazilian subsidiary yet to commence business

Timeline: Investment to be made over coming 2 years in one or more tranches

Strategic Rationale:

  • Funding for subsidiary companies of HNBV (HMCL Colombia S.A.S. and Hero MotoCorp Do Brasil Ltda)
  • Supporting manufacturing, sale and distribution of two-wheelers, accessories and parts in international markets
  • Expansion of overseas operations in Colombia and Brazil

Approval Status: Board approved on October 28, 2026

Related Party Aspects:

  • Transaction falls within related party transaction as investment in wholly-owned subsidiary
  • No promoter/promoter group/group companies have any interest in HNBV
  • Transaction conducted on arm's length basis

Regulatory Aspects:

  • No governmental or regulatory approvals required for the acquisition

Background Information:

  • HNBV incorporated in Netherlands as private company with limited liability
  • Primary objective: promoting overseas investments
  • Three-year turnover history provided for all subsidiaries showing significant growth in Colombian operations (from ₹413 crore in FY24 to ₹1,656 crore in FY26) and Bangladeshi operations (from ₹436 crore in FY24 to ₹826 crore in FY26)