Dear Members,
Your Directors are pleased to present this Integrated Annual Report, together with the
Company's audited financial statements for the financial year ended March 31, 2026.
FINANCIAL RESULTS – STANDALONE & CONSOLIDATED
The standalone and consolidated financial highlights of your Company are as follows:
|
Standalone |
Consolidated |
| Particulars |
Year ended |
Year ended |
|
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
| Total Income |
47,871.15 |
41,812.29 |
48,469.37 |
41,967.50 |
| Profit before Finance cost, Depreciation and amortisation
expense |
7,911.77 |
6,923.59 |
8,103.26 |
6,989.92 |
| Finance cost |
22.76 |
19.92 |
78.27 |
70.65 |
| Depreciation and amortisation expenses |
798.00 |
775.86 |
854.99 |
824.59 |
| Profit before share of profit / (loss) of associates,
exceptional & tax |
7,091.01 |
6,127.81 |
7,170.00 |
6,094.68 |
| Share in net profit/(loss) tax) of associates(net of |
- |
- |
384.58 |
(161.12) |
| Exceptional items |
(119.00) |
- |
(119.00) |
- |
| Profit before tax |
6,972.01 |
6,127.81 |
7,435.58 |
5,933.56 |
| Tax expense |
|
|
|
|
| a) Current tax |
1,630.25 |
1,443.10 |
1,638.11 |
1,448.02 |
| b) Deferred tax |
73.55 |
74.76 |
21.77 |
109.73 |
| Total tax expense |
1,703.80 |
1,517.86 |
1,659.88 |
1,557.75 |
| Profit after tax |
5,268.21 |
4,609.95 |
5,775.70 |
4,375.81 |
| Other comprehensive income /(loss) (net of tax) |
(15.98) |
(12.03) |
56.61 |
(39.04) |
| Total comprehensive income (net of tax) |
5,252.23 |
4,597.92 |
5,832.31 |
4,336.77 |
| Net Profit / (loss) attributable to |
|
|
|
|
| a) Owners of the Company |
5,268.21 |
4,609.95 |
5,741.73 |
4,378.48 |
| b) Non-controlling interests |
- |
- |
33.97 |
(2.67) |
| Other comprehensive income/(loss) attributable to |
|
|
|
|
| a) Owners of the Company |
(15.98) |
(12.03) |
43.90 |
(32.10) |
| b) Non-controlling interests |
- |
- |
12.71 |
(6.94) |
| Total comprehensive income/(loss) attributable to |
|
|
|
|
| a) Owners of the Company |
5,252.23 |
4,597.92 |
5,785.63 |
4,346.38 |
| b) Non-controlling interest |
- |
- |
46.68 |
(9.61) |
| Balance of profit brought forward |
16,979.51 |
15,181.42 |
16,428.19 |
14,870.51 |
| Dividend |
|
|
|
|
| a) Interim |
2,200.99 |
2,000.11 |
2,200.99 |
2,000.11 |
| b) Final |
1,300.10 |
799.72 |
1,300.10 |
799.72 |
| Adjustment on account of change in Controlling interest |
- |
- |
34.51 |
3.99 |
| Other comprehensive income/(loss) (net of tax) |
- |
- |
15.44 |
(24.96) |
| Balance carried to Balance Sheet |
18,730.65 |
16,979.51 |
18,718.78 |
16,428.19 |
| Earnings per equity share on Net Profit from ordinary
activities after tax (face value J 2/- each) (In Rupees) |
|
|
|
|
| - Basic |
263.34 |
230.53 |
287.01 |
218.96 |
| - Diluted |
263.07 |
230.25 |
286.72 |
218.69 |
FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS
During FY 2025-26, your Company clocked sales of 64.69 lakh units over
58.99 lakh units in the previous FY. Revenue from Operations was H 46,830.14 crore as
compared to H 40,756.37 crore in FY 2024-25, registering an increase of 14.90%.
Profit before tax (PBT) in FY 2025-26 was H 7,091.01 crore as compared
to H 6,127.81 crore in FY 2024-25, reflecting an increase of 15.72%. Profit after tax
(PAT) in FY 2025-26 was H 5,268.21 crore as against H 4,609.95 crore in FY 2024-25, an
increase of 14.28% from the previous year.
Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)
stood at H 6,870.76 crore as compared to H 5,867.67 crore in FY 2024-25, reflecting an
increase of 17.10% from the previous year.
Standalone Performance Highlights FY 2025-26
| Revenue from Operations |
EBITDA |
PAT |
EPS |
| H 46,830 crore |
H 6,871 crore |
H 5,268 crore |
H 263 |
| 14.90% YoY revenue growth |
17.10% increase in EBITDA margin |
14.28% YoY PAT growth |
14.23% YoY EPS growth |
The financial results, operations, major developments, and the
Company's Statement of affairs are discussed in details in the
Management Discussion and Analysis Report.
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, 2026
along with the Auditor's Report are provided in this Integrated Annual Report.
UPDATE ON SIGNIFICANT MATTERS
The Income Tax Authorities had disallowed certain expenses incurred in
prior periods and made a demand of H 27 crore (previous year H 178 crore). The Company is
in the process of filing an appeal with the Income Tax Appellate Tribunal
(ITAT). The Company has evaluated the demand and based on external
legal advice, supporting documents for these expenses and other available information had
concluded that no provision is required for this demand as it is probable that the
Company's position will be accepted upon ultimate resolution.
Further, there were investigations initiated by government agencies in
the past and certain of those investigations have been concluded favorably. Based on the
developments in favour of the Company's position and external legal advice, the
Company after considering available information and facts, as of the date of approval of
the financial statements, has not identified any effect to financial statements or
financial information.
These facts have also been disclosed in the note no. 34 of the
standalone financial statements and note no. 36 in the consolidated financial statements.
The Statutory Auditor's Report (standalone and consolidated) remains unmodified.
CAPITAL STRUCTURE
The authorised share capital of the Company as on March
31, 2026 is H 58,00,00,000/- divided into 25,00,00,000 equity shares of
face value of H 2/- each and 8,00,000 preference shares of face value of H 100/- each.
During the year under review, 78,941 equity shares of H 2/- each were
allotted on exercise of Employee Stock Options,
Restricted Stock Units and Performance Restricted Stock Units, by the
employees of the Company, issued under the Employee Incentive Scheme-2014. Consequently,
the issued and paid-up share capital of the Company as on
March 31, 2026 was H 40,01,79,554/- divided into 20,00,89,777 equity
shares of H 2/- each.
The Company has not issued any equity shares with differential voting
rights, sweat equity shares or bonus shares. The Company has only one class of equity
shares with face value of H 2/- each, ranking pari-passu.
DIVIDEND
Considering the good performance of the Company and a strong cash flow,
your Directors are pleased to recommend for your approval a final dividend ofH 75/- per
equity share (3,750%) of face value of H 2/- each, in addition to an overall Interim
Dividend of H 110/- per share (5,500%), aggregating a total dividend payout of H 185/- per
equity share (9,250%) out of the profits for the Financial Year 2025-26. In the previous
year, total dividend payout of H 165/- per equity share (8,250%) of face value of H 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. The Company has fixed
Friday, July 24, 2026 as the record date for the purpose of determining the entitlement of
Members to receive the final dividend for FY 2025-26.
The dividend recommended (including interim dividend paid) is in
accordance with the Dividend Distribution Policy of the Company.
Pursuant to the amendment in the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("the Listing Regulations"),
the provisions pertaining to payment of dividend through "payable-at-par"
warrants and cheques have been discontinued, effective from November 19, 2025.
Accordingly, the dividend, if declared, shall be paid only through electronic mode of
payment, where the bank account details of the members are available.
Further, the SEBI has mandated that the shareholders, holding shares in
physical form, whose folio(s) are not updated with the KYC details (viz., PAN, contact
details, mobile number and bank account details and signature etc., if any) shall be
eligible for dividend payment only upon furnishing of above-mentioned details.
The dividend, if declared, will be taxable in the hands of the
shareholders subject to Tax Deducted at Source (TDS), as per the applicable rates. The TDS
rate would vary depending on the residential status of the shareholders and the documents
submitted by them and accepted by the Company. A notice detailing the process and
documents required for the TDS shall be sent separately via email to the shareholders
whose email address is registered with the Depository Participant/ RTA. Further, the
formats of declaration are also available on the Company's website at
https://www.heromotocorp. com/en-in/company/investors/shareholder-resources.
html?key1=downloads.
Dividend Distribution Policy of the Company as per Listing Regulations
is available at the following link: https://www.
heromotocorp.com/content/dam/hero-aem-website/in/
en-in/company-section/reports-and-polices/policies/pdfs/
dividend_distribution_policy_2024.pdf
M A N AG E M E NT DISC US S IO N A N D 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 2025-26, there was no change in the nature of Company's
business.
CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC ALLIANCES
Transformative Manufacturing Strategies &
Synergies: Redefining Mobility for FY26
Fiscal Year 2026 has been a year of decisive transformation for your
Company. As we pivot toward a future defined by high-performance mobility and sustainable
technology, our manufacturing philosophy has evolved. We are not only getting ourselves
ready for a strategic expansion, but we are re-engineering our core to harmonise
traditional excellence with next-generation innovation.
Capacity Augmentation & Future-Readiness
In FY26, the Company successfully initiated a sophisticated transition
of its legacy manufacturing footprints to make it more agile and future ready. Our
capacities are being meticulously optimised to favour a high-yield portfolio concentrated
on Premium Motorcycles, Scooters, and Electric Vehicles (EVs), while ensuring the
continued expansion of our market share in commuter motorcycles.
This strategic augmentation is not merely about scale; it is about
better capacity utilisation and ecosystem readiness.
By redesigning our manufacturing footprint strategy, we are ensuring
that the infrastructure and capacity required for next-generation mobility are firmly in
place ahead of the demand.
GPC 2.0: Elevating Supply Chain Resilience & Customer Centricity
A critical pillar of our customer satisfaction strategy and a testament
to our supply chain resilience is the strategic capacity expansion to meet the demand of
our parts and accessories business. In FY26, the Board of Directors approved an additional
investment of H 170 crore for the development of Global Parts Center (GPC) 2.0 in
Tirupati,
Andhra Pradesh. This approval is in addition to the initial investment
approval of H 600 crore. GPC 2.0 is engineered to exponentially increase operational
efficiency through a suite of advanced and diverse cyber-physical innovations like
Automated Storage and Retrieval Systems (ASRS), Centralised Order Management System, and
Automated
Sorters etc. —all designed to work in perfect synchronisation. Our
objective is steadfast: ensuring that no customer has to wait for the components they
need.
Unlocking the Unparalleled Operational Efficiency
The New Global Part Centre is redefining the vertical storage and
retrieval standards. Featuring a high-tech conveyor network spanning over 5 km, the
facility significantly augments much beyond our existing logistical capabilities at
Neemrana. This hub will serve as a strategic pillar for our "Parts, Accessories &
Merchandise" (PAM) business, supporting our expanding global footprint. Positioned
strategically in Southern India, the Tirupati facility optimises lead times for domestic
sales and accelerates our responsiveness in international export markets. Beyond
operational gains, this expansion will also serve as a catalyst for regional growth,
creating significant new employment opportunities and fostering a specialised talent pool
in the region.
GLOBAL FORAYS
Redefining Global Mobility: Precision, Purpose, and Performance
In FY 2025 26, the Company solidified its standing as a powerhouse in
the global mobility sector, achieving a historic export milestone of 4,02,786 units. This
represents a significant 40.13% YoY growth, a feat driven by new product launches, network
expansion, and operational excellence across its international footprint.
Key Growth Drivers in FY 2025-26
1. Market-focused strategy: Driving growth through hyper-local
execution
Throughout FY 2025 26, the Company accelerated its global momentum by
adopting an insight-led, hyper-local strategy tailored to the specific nuances of diverse
international markets. By integrating deep consumer analytics with agile planning and
robust on-ground execution, the Company achieved substantial gains across key territories,
including Mexico, Argentina, Guatemala, Nepal, and Sri Lanka. Your Company's strategic
joint ventures emerged as primary growth engines, delivering standout results: Colombia:
Achieved a phenomenal 103.62% YoY retail growth. This surge was propelled by the
successful rollout of new products, aggressive retail footprint expansion, and high-impact
brand activations.
103.62%
YoY retail growth in Colombia
Bangladesh: Recorded a 16.73% increase in retail sales, underpinned
by unwavering brand trust, the introduction of refreshed product lineup, and the
implementation of precision-targeted channel strategies.
2. Product portfolio enhancement: elevating brand relevance
To stay ahead of evolving consumer preferences and strengthen its
competitive edge, the Company strategically expanded its global line-up with the
introduction of high-impact models such as the Xoom 125, Hunk 440, and Hunk 250. These
additions effectively bridge the gap between premium performance aspirations and daily
commuting efficiency. By diversifying its offerings, the
Company has enhanced its value proposition across international
markets, ensuring a robust presence in both high-growth and established segments.
3. Scaling and elevating brand Hero in global markets
The Company has successfully expanded its brand reach in Europe and
elevated its presence across markets through innovative, product-specific localised
campaigns.
High-impact market launch campaigns for the Xoom
110, Xoom 125, Xtreme 125, Hunk 250, and Xtreme 160 were central to
this growth. These efforts, combined with strategic on-ground consumer engagements and
strong influencer associations have been instrumental in building a stronger brand.
4. Strategic market expansion and key Re-entries
The Company reached significant milestones in its global journey by
expanding its footprint and revitalising presence in high-potential regions:
Revival of strategic markets: The Company successfully re-launched
operations in Sri Lanka clocking ~48K units of dispatch and started dispatches to Ecuador,
with a refreshed, consumer-centric product lineup.
European market entry: Marking a bold step into advanced
economies, the Company officially commenced operations across Europe, establishing a
presence in the UK, Italy, France, and Spain, with a Euro 5+ compliant portfolio.
Brazil operations & future readiness: Solidifying its
commitment to Latin America, the Company incorporated a wholly-owned subsidiary in Brazil.
This entity is currently building the vital infrastructure and supply chain networks
required for a full-scale commercial launch scheduled for FY 2026 27.
5. Accelerating digital transformation
In FY 2025 26, the Company strengthened its global agility by
accelerating digital transformation and expanding its digital presence to deliver a
seamless customer experience.
Key FY'26 initiatives included:
Global digital presence: Revamped global websites and enhanced
hyper-local presence to deliver a seamless experience and drive high-intent,
location-based engagement.
Data-driven decision making: Leveraged social listening and
competitive intelligence to drive data-led strategies and more informed decision-making
across markets.
Ecosystem integration: Deployed Lead Management System (LMS) and
Dealer Manager System (DMS) to ensure seamless data governance, improved visibility, and
enhanced operational and channel partner efficiency.
Together, these initiatives enabled an integrated customer and dealer
ecosystem, driven by customer-centricity, enhanced convenience, and intelligent cognition.
INNOVATION
Hero Innovation: Building a Culture of Co-Creation for a Future-Ready
India
FY 2025-26 marked a transformative period of expansion for the Hero
Innovation Vertical, reinforcing our commitment to an inclusive, forward-thinking
innovation culture. Guided by the Executive Chairman's vision, this vertical has
emerged as a strategic enabler of change—seamlessly bridging the gap between
visionary entrepreneurial ideas and large-scale corporate integration.
Empowering Entrepreneurial Ecosystems - Hero For Startups (HFS)
What began as a visionary concept from our Chairman has evolved into a
thriving engine of innovation. In 2026, the Hero For Startups (HFS) programme solidified
its position as a premier catalyst for the future of mobility by connecting agile startups
with corporate expertise.
• Inaugural Cohort: From a competitive pool of over 492
start-up applications, a rigorous multi-stage evaluation identified four high-impact
start-ups.
• Strategic Focus: These start-ups are developing
high-impact solutions that directly address critical technical and infrastructure
challenges within the EV ecosystem.
• Resource Access: Selected start-ups gain access to
the Company's world-class resources, mentorship, and business development
opportunities to scale solutions.
• Seamless Integration: By transitioning these Proof of
Concepts (POCs) into our Business Units, we are moving towards a smarter, more reliable,
and sustainable electric future.
Celebrating a Decade of Academia-Led Innovation- Hero Campus Challenge
(HCC)
Season 10 of the Hero Campus Challenge (HCC) marks a monumental decade
of engagement, cementing its status as India's premier platform for fostering
professional excellence and student-led innovation.
• Extraordinary Scale: This milestone edition witnessed
a record-breaking 200,000+ registrations from over 8,000 campuses, representing a
staggering 106% increase in participation compared to the previous year.
Registrations in Hero Campus Challenge Season 10
• Employer of Choice: Such exponential growth
underscores the deep trust and aspiration the student community associates with your
Company, further solidifying our position as a preferred employer in a highly competitive
corporate landscape.
• Bridging the Gap: By providing direct mentorship from
senior leadership and exposure to high-stakes, real-world business challenges, HCC serves
as a vital launchpad for the next generation of industry leaders and problem solvers.
Fostering Internal Innovation: The Idea Contest
The FY 2025-26 edition of our Idea Contest demonstrated immense
creative potential within your company, serving as a powerful engine for bottom-up
innovation.
• High Participation: With over 1,400 ideas submitted,
the programme reflects a widespread enthusiasm among employees to actively shape the
Company's innovation agenda.
• Strategic Impact: The top 10 finalists pitched
directly to the leadership team, with the Top 5 winning solutions driving advancements in
Rider Safety, Customer Experience, Manufacturing Quality, and Operational Efficiency.
• Inclusivity: We continue to prioritise inclusivity,
sustaining a significant leap in diversity participation which has grown from 6% to 23%.
This ensures that our innovation pipeline benefits from a wide range of perspectives
across the entire organisation.
Nurturing Tomorrow: Hero Young Innovators Programme (YIP)
Now in its third season, the programme has evolved into a vital mission
to ignite the creative spirit of the next generation, fostering a mindset of innovation
from an early age.
• Strategic Engagement: The programme expanded its
reach across the Delhi/NCR region, evaluating over 250 applications from 27 schools.
• Experiential Learning:By providing a dedicated
platform for Design Thinking, we equip students with critical problem-solving skills and
strategic experiential learning.
• Fresh Perspectives: These youthful insights allow us
to view the future of mobility through a unique lens, helping us imagine more inclusive
and imaginative solutions for decades to come.
Empowering the Partner Network: Hero Dealer Innovation Community (HIDC)
Building upon the strategic foundation established by
Executive Chairman, Dr. Pawan Munjal, the Hero Dealer Innovation
Community significantly scaled its operations in FY 2025-26, bridging the gap between
corporate strategy and frontline execution.
• Strategic Outreach: The year was marked by intensive
field engagement, including 28 in-person residency visits, collaborative brainstorming
sessions, and specialised workshops designed to harvest insights directly from the market.
• Collaborative Solutioning: The platform serves as a
peer-learning hub, encouraging localised innovation where dealer partners share best
practices and co-create solutions tailored to diverse regional needs.
• Elevating the Customer Journey: By synchronising
physical, digital, and service touchpoints, this initiative ensures a seamless and premium
experience for every Hero customer, reinforcing brand loyalty at the point of sale.
ETHICAL PRACTICES
Pledged to ethical and responsible conduct, the Company 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 fulfil its fundamental
responsibility to build the 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's information or position for personal gains. The Company is committed to
transparency in disclosures and public communications except where the need of business
security dictates otherwise. The
Company 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
Hero MotoCorp is driven by the foundational belief that quality is not
a fixed goal but a relentless journey towards perfection. This commitment to excellence is
the core principle guiding all our operations, shaping our perspective on every challenge
we face. We ensure this pursuit of quality is practical and actionable through a
comprehensive quality architecture that governs every facet of our global value chain.Our
NABL-accredited labs, 100% ISO 9001:2015-certified manufacturing plants, and annual
internal quality audits supported by continuous employee compliance training, further
demonstrate our unwavering dedication to superior quality.
Central to our operational philosophy is the understanding that quality
constitutes a dynamic ecosystem, one that is continuously enhanced through visionary
leadership, international expansion, and digital maturation. Under the strategic direction
of the Chief Executive Officer (CEO), are preparing for the next phase of growth by
strengthening the Quality Organisation Structure. Central to this evolution is the
Corporate Quality function, which is led by Mr. Manish Srivastava as the Chief Quality
Officer (CQO) and focus primarily on the institutionalisation of quality systems,
practices, and governance. The team is dedicated to strengthening new product readiness
and systematically translating market intelligence—including reliability metrics and
customer feedback surveys into quantifiable product and process enhancements.
To proactively prevent product defects and recalls, we enforce a strict
quality framework spanning both our supply chain and internal operations. We are already
on the path of fundamentally overhauling our internal systems. This formalised methodology
prioritises precision and innovation throughout the entire development lifecycle,
guaranteeing that new models meet our exacting standards before their introduction to the
production line. A vital component of this endeavor is the elevation of Perceived Quality
to a premium level; to institutionalise this, we have shared 150+ comprehensive guidelines
with our R&D teams, focusing on meticulous refinements in aesthetics, haptics, and
auditory attributes. Central to this transformation is a new subject-matter-based
structure within Supplier Quality Assurance (SQA), which emphasises holistic supplier
enhancement and deep-tier collaboration to address chronic issues. At the supplier level,
this includes robust New Model processes, Production Part Approval Processes (PPAP), and
Quality Assurance Verifications (QAV). Internally, HMCL utilises layered incoming
inspections, functional testing, Poka-Yoke error-proofing methods, and exhaustive final
vehicle dock audits, ensuring zero defective products reach our customers while minimising
environmental impact. These initiatives have yielded demonstrable success, resulting in a
20% reduction in unscheduled service visits (0-4k km) and a 16% reduction in two-year
warranty costs. Critically, we have systematically resolved key concerns identified in the
JD Power market surveys, ensuring our internal benchmarks align with external customer
expectations. As we strengthen the Advanced Product Quality Planning (APQP) methodology
for forthcoming new models, we provide a structured framework for every development phase,
while our Safe Launch protocols—most notably within the Harley series—ensure
absolute supplier readiness and stability during initial production phases.
Concurrently, we have initiated a significant digital transformation to
fortify our value chain. We have enhanced existing control plans, digital supplier &
internal manufacturing process audits while launching integrated platforms such as
integrated Poka Yoke system at your Company assembly line, the Quality Flash Report-
Corrective Action and Preventive Action (QFR-CAPA) system and a Change Management portal
for suppliers. With the pilot phases of Self Certified Supplies, Digital Pre Dispatch
Inspection (PDI) and Traceability 2.0 nearing conclusion, we are now capable of capturing
critical Critical to Quality (CTQs) of functional components with unprecedented accuracy,
ensuring that data-driven integrity is seamlessly integrated into the structure of our
digital future.
SAFETY AND WELL BEING OF EMPLOYEES
Your Company is committed to building a robust Occupational Safety
& Health culture by implementing high safety standards and leveraging technological
advancements. Central to this mission is the empowerment of our workforce through active
participation and consultation. The Company has an 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. The Company believes in building inherent safety
mechanisms in its machines, equipment's and processes and put in the best efforts to
provide safe and comfortable working conditions. The management initiated a safety culture
transformation journey across all plants during the year. The project is dedicated to
elevate the safety and wellbeing of every employee through a multi-layered, proactive
strategy. This initiative focuses on strengthening our internal oversight by reinforcing
inter-plant safety audits and establishing a robust governance mechanism that tracks both
lead and lag safety indicators across all plants. We are bridging the gap between
perception and practice by conducting safety perception surveys. To ensure we remain at
the cutting edge, we are benchmarking external best practices, developing e-learning
modules, and cultivating shopwise Hazard Identification and Risk Assessment (HIRA) Subject
Matter Experts (SMEs) supported by Cross-Functional Teams.
We have the integration of advanced AI and IoT-based solutions to
monitor and mitigate unsafe practices and behaviour on the shop floor in real-time.
AI-based safety capturing is no longer just a "futuristic concept"—it is a
core driver of financial and operational resilience by shifting from reactive (learning
from accidents) to predictive (preventing them before they happen. Core objectives of the
AI-based safety system are as follows:
• Total Compliance: Ensure 100% alignment with the
Occupational Safety, Health and Working Conditions (OSH) Code 2025.
• Incident Prevention: Shift from learning from accidents
to preventing them via real-time automated surveillance.
• Cultural Transformation: Creating a Just and Fair Safety
Culture.
• Operational Resilience: Reduce the 12 24 hours of line
stoppage typically caused by major safety incidents.
• Efficient security surveillance: optimise security work
force, prevent illegal intrusions at the perimeter, and predict information about IR
threats.
To protect our employees from the potential risk of accidents during
material handling and traffic movement within the plant premises, the following protective
measures have been implemented and are currently being practiced:
• Engineering controls in Material Handling Equipment (MHE) like
biometric sensors for controlled access, speed control governors and reverse horns.
• Administrative controls in MHE like mandatory induction and
refresher training, alongside an authorisation system for MHE operators, implementation of
an MHE audit system.
• Infrastructure upgradation like provision of comfortable driver
rest areas, strengthening of road safety equipment (e.g., cones, barriers, traffic lights,
high-visibility clothing).
Emergency preparedness remained a focus area across all the plants
where mock drills were conducted in coordination with the State Disaster Response Force
(SDRF) and National Disaster Response Force (NDRF) with different mock scenarios, based on
easy to understand emergency mitigation protocols were developed.
Safety training remained a key focus area for employee awareness on
safety procedures, work instructions through a structured safety induction programme. The
process safety addressed through on the job safety training of the employees for awareness
on specific hazards/ risk and safety controls during operations. A behaviour observation
system was deployed for controlling the unsafe behaviours on the shop floor.
DIVERSITY, EQUITY & INCLUSION
Sustaining Momentum, Deepening Impact
Your Company's Diversity, Equity and Inclusion (DEI) continues to be a
strategic priority, deeply embedded in our culture and people practices. Building on the
strong foundation established over the past years, FY26 reflects our continued commitment
to sustaining progress, strengthening representation and fostering an inclusive workplace
where every individual feels valued and empowered to belong.
Your Company's DEI approach is anchored in creating equitable
opportunities, inclusive leadership and a culture of respect and dignity for all.
Our Continued focus areas
• Strengthening representation: We remained committed
to improving Gender diversity across levels, with a focused effort on increasing women
participation in leadership and managerial roles and building robust pipelines through
targeted hiring and development initiatives of women in manufacturing roles.
• Advancing inclusion through culture: Inclusion
remains at the heart of DEI strategy and through sustained interventions of DEI
sensitisation: Fine balance workshop and creating inclusive policies for all.
Greens Shoots : Our growing impact
• 14.6% women representation in our workforce
• 40% of women in executive leadership
• 36% women joined through our Campus programme 22.6%
Increase in the total number of women in workforce
Empowering Women in Leadership
We continue to invest in programmes that support women at different
life and career stages.
• Women in Leadership Programme (in partnership with BML
University): This programme, tailored for women employees aspiring to managerial and
leadership positions, has successfully concluded its 9th batch this year. We
are proud to see the continued impact of this programme in empowering women to advance
their careers.
• SheLeads: Leaders without Limit: Building on the
success of
Batch 1 of our leadership development initiative- "SheLeads:
Leaders without Limit," a transformative journey designed to empower women employees
to embrace their "Power of Self." FY 26 successfully marked the launch of Batch
2, with a more determined and focused journey. The continued investment reflects our focus
on creating strong future-ready women leaders.
• MOMentum: We continued celebrating "Return to
Work" for new mothers transitioning to work post their maternity leave.
#GivetoGain: A month of Purposeful Action
This year's International Women's Day, themed #GivetoGain was
designed to go beyond celebration and create meaningful impact. The initiative brought
together women employees across locations through a thoughtfully curated calendar of
engagement focused on Learn & Grow, Inspire & Connect, Gain Creative Expressions
and Give Back. From virtual sessions to in-person activities, the whole month captured the
different perspectives and life experiences.
• Financial literacy and independence
• Elder care awareness and support
• Menopause and holistic development
• Community engagement and volunteering
Through the strong participation and cross-functional involvement,
#GivetoGain reinforced our commitment of collective growth, allyship, and giving back to
the community, while fostering deeper conversations around inclusion and equity.
Recognition of DEI efforts
• "Best Companies for Women in India, Manufacturing
2024-25" by Avtar and Seramount for the second time in a row. The Award
recognises the Company's strategic and progressive policies and practices to scale up
the number of women in its workforce contributing to a larger systemic change in the
participation of women in the automotive workforce.
We believe that your Company's strength lies in its diverse workforce
and inclusive culture. As we sustain our efforts, we remain committed to creating an
environment where everyone can contribute, grow and truly belong.
Best Companies
for Women in India, Manufacturing 2024-25
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2026, your Company has 7 subsidiaries including step
down subsidiaries and 3 associate companies. The performance of these companies are
regularly monitored.
The annual accounts of these 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 and associate 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 associates of the Company in the prescribed Form AOC-1 is annexed to the consolidated
financial statement excluding Clean Max
Karakoram Private Limited.
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
manufacturing, 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 2025-26, HTCG has reported unadjusted revenue of H
238.17 crore and a net profit ofH 12.84 crore.
HMCL Netherlands B.V. (‘HNBV')
HNBV is a wholly owned subsidiary of your Company, incorporated in the
Netherlands as a private company with limited liability under the laws of The Netherlands
with the primary objective of promoting overseas investments. During
FY 2025-26, HNBV has reported net loss of H 2.86 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 58.79%
equity in HMCLC and 41% equity is held by Woven Holdings LLC, on a fully diluted basis.
The main business of HMCLC is to manufacture and sell two-wheelers in Colombia. It has a
manufacturing facility with a production capacity of 1,20,000 units per annum. During FY
2025- 26, the Company has reported unadjusted revenue of H 1,655.91 crore and a net profit
ofH 73.05 crore.
HMCL Niloy Bangladesh Limited (‘HNBL')
HNBL was incorporated in Bangladesh as a joint venture between HNBV and
Niloy Motors Limited, Bangladesh as a limited liability company. HNBV currently holds 55%
equity in HNBL and 45% equity is held by Niloy Motors Limited,
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 units per
annum. During FY 2025-26, HNBL reported unadjusted revenue of H 825.82 crore and a net
profit of H 5.13 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 2025-26, HMCLA has reported unadjusted revenue of H 1.09 crore and a net profit ofH
0.40 crore.
HMC MM Auto Limited (‘HMCMMA')
Your Company has a joint venture with Marelli Europe S.p.A, Italy,
namely HMC MM Auto Limited in India, which is set up for the purpose of carrying out
manufacturing, assembly, sale and distribution of two-wheeler fuel injection systems and
parts. Your Company holds 60% of the equity share capital in HMCMMA. During FY 2025-26,
HMCMMA has reported unadjusted revenue of H 482.42 crore and a net profit of H 13.64
crore.
Hero MotoCorp Do Brasil Ltda ('HMDB')
Your Company formed a wholly owned subsidiary in Brazil in April 2025
for the purpose of manufacturing and distribution of two-wheeler vehicles including parts
and accessories thereof. This subsidiary has not commenced its operations yet.
Associate Companies
Hero FinCorp Limited (‘HFCL')
HFCL is an associate of your Company. Your Company holds
40.45% in the 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. HFCL filed its Draft Red Hearing Prospectus (DRHP) on July 31, 2024
and a subsequent addendum on November 17, 2025 with the Securities and Exchange Board of
India , BSE Limited and National Stock Exchange of India Limited in connection with the
Initial Public Offering of its equity shares comprising of a fresh issue of Equity Shares
and an offer for sale of Equity Shares by certain existing and eligible shareholders.
The Offer is subject to receipt of regulatory approvals, market
conditions and other considerations.
During FY 2025-26, HFCL's Loss attributable to the Company is H
60.04 crore.
Ather Energy Limited (‘AEL')
AEL is a public limited listed company, focused on developing,
designing and selling premium electric two-wheelers. The equity shares of AEL were listed
and admitted on BSE Limited and National Stock Exchange of India Limited, effective from
May 6, 2025. The shareholding of your Company in AEL is 30.07% as on March 31, 2026.
During FY 2025-26, AEL's loss attributable to the Company is H 157.22 crore.
Euler Motors Private Limited (‘Euler Motors')
Your Company holds 34.12% shareholding of Euler Motors. Euler Motors is
engaged in the business of designing, manufacturing, selling and servicing of electric
three and four-wheeler vehicles. During FY 2025-26, Euler's Loss attributable to the
Company is H 107.79 crore.
In October 2025, your Company acquired 26% equity shareholding in Clean
Max Karakoram Private Limited (Special Purpose Vehicle(SPV)) from Clean Max Enviro Energy
Solutions Limited (formely know as Clean Max Enviro
Energy Solutions Private Limited). The SPV was set under the Green
Energy Open Access Regulations, 2023 of Haryana Electricity Regulatory Commission, to
increase renewable footprint through group captive mechanism.
During the period under review, no company ceased to be the
subsidiary/associate of the Company.
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 for determining material subsidiaries can be viewed on the
Company's website at the following link:
https://www.heromotocorp.com/content/dam/hero-aem-website/in/en-in/company-section/reports-and-polices/policies/pdfs/policy_on_material_
subsidiaries_06_02_2025.pdf
Scan the QR code to view the Policy for determining material
subsidiaries:
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Director's Appointments & Re-appointments
During the FY 2025-26, the shareholders of the Company approved the
re-appointment of Air Chief Marshal Birender
Singh Dhanoa (Retd.) (DIN: 08851613) as an Independent Director for a
second term of five (5) consecutive years, with effect from October 1, 2025 to September
30, 2030.
Acting on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors has approved the
re-appointment and terms and conditions of re-appointment of Dr. Pawan Munjal (DIN:
00004223) as a Whole-time Director, designated as 'Executive Chairman'. This
re-appointment is for a five-year term starting from October 1, 2026 and concluding on
September 30, 2031, subject to the approval of the Members.
The Board's decision recognises Dr. Munjal's exceptional leadership,
deep business insight, and extensive experience in the automobile industry. His
significant contributions have been instrumental in establishing the Company's current
prominent market position. Furthermore, the Independent Directors of the Audit Committee
have reviewed and granted their approval for Dr. Munjal's proposed remuneration for this
upcoming term.
Your Company has received a notice in writing from the members u/s 160
of the Act, signifying their intent to propose the candidature of Dr. Munjal for
re-appointment as Executive Chairman at the forthcoming Annual General Meeting.
Further, Mr. Suman Kant Munjal (DIN: 00002803), Non-Executive Director
will retire by rotation at the ensuing Annual General Meeting and being eligible he has
offered himself for re-appointment.
Brief resume and other details of the aforesaid Directors has been
furnished in 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.
(ii) Declaration by Independent Directors
Your Company has received declarations from all the
Independent Directors confirming that a. 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 as Independent Directors of the Company. b. they are
not aware of 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
judgement and without any external influence and they are independent to the management.
c. Pursuant to Section 150 of the Act, their individual details have been registered with
the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, they
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. d. they have complied
with the Code for Independent Directors prescribed in Schedule IV to the Act. The Board of
Directors have taken on record the declarations received from the Independent Directors
after undertaking the due assessment and veracity of the same.
In the opinion of the Board, the Independent Directors of the Company
are persons of high repute, integrity and possess 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 to the management.
Key Managerial Personnel
Chief Executive Officer:
Mr. Niranjan Gupta tendered his resignation from the position of Chief
Executive Officer (CEO) of the Company, effective from April 30, 2025. Subsequently, the
Board appointed Mr. Vikram Sitaram Kasbekar to assume the role of Acting Chief Executive
Officer, effective from May 1, 2025.
On September 8, 2025, the Board of Directors upon the recommendation of
the Nomination and Remuneration Committee, has appointed Mr. Harshavardhan Chitale as the
Chief Executive Officer of the Company, effective from January 5, 2026. Consequently, the
office of the Acting Chief Executive Officer held by Mr. Vikram Sitaram Kasbekar stood
re-linquished as on January 5, 2026.
Company Secretary & Compliance Officer:
Mr. Dhiraj Kapoor, tendered his resignation from the position of
Company Secretary & Compliance Officer of the Company, effective from November 14,
2025. On February 5, 2026, the Board of Directors upon the recommendation of the
Nomination and Remuneration Committee, has appointed Mr. Prabhat Singh as the Company
Secretary &
Compliance Officer of the Company.
As on March 31, 2026, Dr. Pawan Munjal, Executive Chairman, Mr.
Harshavardhan Chitale, Chief Executive Officer, Mr. Vivek Anand, Chief Financial Officer
and Mr. Prabhat Singh, Company Secretary and Compliance Officer were the Key Managerial
Personnel of the Company, in compliance with Section 2(51) and 203 of the Act read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
None of the KMPs are debarred by the SEBI from being associated as a
KMP of the Company.
BOARD MEETINGS
During FY 2025-26, six (6) meetings of the Board of Directors were
held. For details of these Board meetings, please refer to the section on Corporate
Governance of this Integrated Annual Report.
All the Directors were present at the all the meetings.
COMMITTEE MEETINGS
During FY 2025-26, various committee meetings were conducted by the
Company. For details of these Committee meetings, please refer to the section on Corporate
Governance of this Integrated Annual Report.
SUSTAINABILIT Y AND CORPORATE SOCIAL RESPONSIBILITY
Sustainability: Your Company aims for carbon-neutral operations by
2030, achieving 32% Renewable energy share and 45% Carbon Neutrality in FY 2025-26.
Sustained the 500% Water positivity and 100% Zero Waste to Landfill operations. Life Cycle
Assessments were completed for 80% of products (by sales value). FY 2025-26 was a year of
external validation for your Company's Corporate Governance and sustainability reporting.
Your Company achieved significant recognition , as the sole Indian two-wheeler on the Dow
Jones Sustainability
Index (DJSI) for the second year, and recognised as a top 10% global
ESG performer . Further solidifying our ESG standing, the Company was named an ESG Leader
among automotive companies by NSE Sustainability Ratings & Analytics Limited.
Corporate Social responsibility (CSR): Your Company's commitment to
the people, planet, and communities has been its foundation. The CSR initiatives are
structured around a philosophy of being Greener, Safer, and Equitable. Your Company
received the Champions of CSR 2025 award by ET Now Champions of CSR Conclave 2025.
During the year under review, your Company spent H 97.30 crore on its
CSR activities which is over 2% of the average net profits of preceding 3 financial years.
The implementation and monitoring of the CSR is in compliance with the CSR objectives
& 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 2025-26, which is
annexed as Annexure - VI. The overview of CSR activities carried out in FY 2025-26
is provided in the CSR section in this Integrated Annual Report. Mr. Vivek Anand, the
Chief Financial Officer of the Company has also provided a certificate to the Board of
Directors stating that the CSR amount of H 97.30 crore has been utilised for the
activities specified in the CSR Policy.
J97.30 crore
Invested in CSR initiatives
Sustainability and Corporate Social Responsibility (SCSR) Committee:
During the year, the SCSR Committee of your Company comprised of the
following Directors:
| Name of Directors |
Designation |
| Ms. Vasudha Dinodia |
Chairperson |
| Ms. Camille Miki Tang |
Member |
| Prof. Jagmohan Singh Raju |
Member |
| Ms. Tina Trikha |
Member |
For the details of the SCSR Committee, please refer to the section on
Corporate Governance report of this Integrated Annual Report.
The CSR policy 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_policy_2024.pdf
The salient features of the Company's CSR Policy are as under:
a) The Company's success is evaluated not only on economic growth but
also on contributions to social, environmental, and governance aspects. The CSR projects
of Hero MotoCorp focus on creating a greener, safer, and equitable society.
b) Greener initiatives include sustainable resource management and
environmental conservation.
c) Safer initiatives focus on road safety and community safety through
awareness programs and training.
d) Equitable initiatives promote diversity, inclusion, and community
development, with a focus on supporting armed forces veterans and their families.
e) Implementation of CSR activities can be done directly by the company
or through an implementing agency, with a focus on clear objectives, timelines, and
employee engagement. f) A robust monitoring system tracks progress and ensures optimal
benefits for stakeholders, with regular reports submitted to the Committee.
g) An annual action plan is formulated by the Committee and approved by
the Board, detailing CSR projects, implementation, funding, and monitoring mechanisms.
AUDIT COMMITTEE
During the year, the Audit Committee of your Company comprised of the
following Directors:
| Name of Directors |
Designation |
| Ms. Tina Trikha |
Chairperson |
| Air Chief Marshal Birender Singh Dhanoa (Retd.) |
Member |
| Prof. Jagmohan Singh Raju |
Member |
| Mr. Vikram Sitaram Kasbekar |
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 Integrated Annual
Report.
During the year under review, all recommendations of the
Audit Committee were accepted by the Board of Directors of the Company
and therefore no explanation is required.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
A formal annual evaluation of the performance of the Board, its
Committees, the Chairman and the individual Directors was carried out for FY 2025-26 in
accordance with the provisions of the Act and the Listing Regulations.
Manner of Evaluation
The Nomination and Remuneration Committee conducted a comprehensive
review of the evaluation framework based on which the Board carried out the evaluation.
The evaluation process employed structured questionnaires covering various aspects for the
assessment. The Company uses a secure digital interface to ensure the streamlined
distribution and submission of evaluation questionnaires by the Directors, maintaining the
highest standards of confidentiality and data integrity throughout the board effectiveness
review.
Evaluation of the Board
The evaluation criteria for the Board and Directors includes among
other factors, composition of Board, balance of expertise, experience and diversity,
engagement in strategic planning process, business plans, capital expenditure,
pro-activeness in monitoring business challenges, constructive discussions on business
matters, established robust frameworks for statutory compliance, risk management, and
internal financial controls. In line with the emerging trends, the Board of Directors were
also evaluated on the parameters like Company's preparedness for future, Environment,
Social and Governance, information security and Corporate Social Responsibility.
Evaluation of Non-Executive Directors (including Independent Directors)
The Non-Executive Directors and the Independent
Directors were evaluated on various factors including intellectual
independence, understanding of the Company's vision, mission, strategies, inputs on
issues of strategy, performance, risk management, key appointments, quality of their
contributions, their reliance on factual information and awareness with latest
developments in the areas of financial reporting, technology, industry trends, etc.
contribution in Corporate Governance practices, etc.
Evaluation of Committees
The Committees were evaluated in terms of receipt of appropriate
material for agenda topics in advance with right information and insights to enable them
to perform their duties effectively, review of committee charter, update to the Board on
key developments, major recommendations and action plans, stakeholder engagement, devoting
sufficient time and attention on its key focus areas with open, impartial and meaningful
participation and adequate deliberations before approving important transactions and
decisions.
Evaluation of the Chairman and Executive Director
The performance evaluation of the Chairman and Executive Director was
based on various criteria, inter-alia, including their intellectual independence
and the quality of inputs on issues of strategy, performance, risk management, key
appointments and standards of conduct, their ability to concentrate on strategic matters,
engage constructively with board members and key stakeholders and comprehend the
governance, regulatory, and oversight functions of the Board.
They were also evaluated on their capacity to balance the interests of
shareholders, customers, employees, and other stakeholders, as well as their understanding
of the regulatory, legislative, and political landscape. Furthermore, their judgement in
handling sensitive issues, skills in analysing and addressing uncertainties, adversities,
and conflicts, willingness to present divergent viewpoints and commitment to fulfilling
their obligations and fiduciary responsibilities as directors, were also taken into
account.
Quality, Quantity and Timeliness of Flow of Information Between the
Company, Management and the Board
All directors expressed their overall satisfaction with the support
received from the management. The information provided for the meetings were clear,
concise and comprehensive to facilitate productive and detailed discussions. Periodic
external presentations on specific areas well supplemented the management inputs,
providing a well-rounded perspective for strategic decision-making.
Outcome of Evaluation
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 expressed their strong affirmation of the Executive
Chairman's exemplary leadership and commended the Board's proactive engagement.
Highlighting the Board's collective independence, diversity and technical expertise
and a commitment to rigorous governance standards, the Directors noted that these
attributes continue to drive sustainable long term value creation for all stakeholders.
The performance of individual directors was found satisfactory. Further, the Board
committees have been functioning well and contributing effectively. Suggestions/ feedback
concerning strategic growth, market share, global expansion, product development,
diversity & skills, regulatory compliances, emerging risks, innovation & R&D,
supply chain, succession planning, etc. were informed to the respective functional team.
Review of actions is conducted to understand the implementation and progress of the steps
taken in response to the suggestions/feedback.
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, 2026, 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 judgements 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, 2026 and of the profit and loss of your Company for the financial
year ended March 31, 2026;
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, 2026
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. To align with best
Corporate Governance practices, the Company conducts a comprehensive
review of its policies every three years. During the FY 2025-26, the Board amended the
Remuneration and
Board Diversity Policy to broaden its scope and ensure full alignment
with evolving governance standards. The changes made in the policy are provided below.
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) and Performance Restricted Stock Units (PRSU), etc. Further, the compensation
package of the Directors, Key Managerial Personnel, Senior Management and other employees
is 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/hmcl_remuneration_and_board_diversity_policy.pdf
Scan the QR code to view the Remuneration and Board Diversity Policy:
Policy
During FY 2025-26, the Remuneration and Board Diversity
Policy of the Company was amended to include the following changes:
• Expanded scope and detail:
The policy was enhanced to provide more detailed and explicit
provisions for the appointment, remuneration, evaluation, and succession planning of
Directors, KMPs, and SMPs.
• Broadened Board appointment criteria:
The revised policy elaborates on criteria for Board of Directors
appointments, now including age, educational background, ethnicity and specific expertise.
• Formalised remuneration evaluation:
While maintaining a similar remuneration structure for
Executive Directors, the revised policy now formalises remuneration
evaluation metrics for all leadership levels.
• Dedicated Succession Planning:
A distinct and detailed section on succession planning has been carved
out in the Policy.
• Board Diversity framework:
The policy expands on Board Diversity like promoting diverse
perspectives, ensuring merit-based evaluation, assessing induction and training programmes
etc. The salient features of the Remuneration and Board Diversity Policy are as under:
1. Appointment criteria for the Board of Directors, KMPs and SMPs:
Identify persons who are qualified to become Directors and consider
factors such as competence, integrity, qualification, expertise, skills, diversity and
experience while evaluating a candidate for appointment as KMP and SMP.
2. Appointment process for the Board of Directors, KMPs and SMPs:
For Board Members, the Nomination and Remuneration Committee (NRC) is
responsible for identifying suitable candidates, who are then reviewed by the Board and
require final approval from shareholders. For Key Managerial Personnel (KMPs) suitable
candidates are identified by the Executive Chairman and the NRC Chairman. Following
recommendation by the NRC, the Board officially approves the appointment. For Senior
Management Personnel (SMPs) candidates are shortlisted by the Executive Chairman and the
NRC Chairman and are thereafter appointed as per the internal policies.
3. Remuneration:
• 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.
• 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. 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.
• 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's performance.
• Remuneration evaluation metrics of Directors, KMPs and SMPs
include factors such as financial and non-financial metrics, level of involvement,
independence of judgement, strategic guidance, participation in meetings, etc.
4. Performance Evaluation of the Board, its Committees and
individual directors:
The NRC shall establish criteria for performance evaluation, which
shall be carried out either by the Board or the NRC or the external agency. The Board
shall oversee the conclusions of the evaluation process.
5. Succession plan:
Succession plan for the Board of Directors, KMPs and SMPs. The Board of
Directors and the NRC shall be responsible for overseeing and monitoring the
Company's succession planning initiatives.
6. Removal:
If a Director or KMP is subject to any disqualification as outlined in
the applicable laws or due to violation of Company's policies, the NRC may propose to
the Board, with reasons recorded in writing, the removal of Director or KMP. Removal of
SMPs shall be dealt with by human resources policies of the Company.
7. Board diversity:
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. The NRC plays a crucial role in fostering
Board Diversity by promoting diverse perspectives, merit based evaluation, compliance with
regulations, etc.
SUCCESSION PLANNING
The Company has a robust succession planning process for the Board, Key
Managerial Personnel (KMPs) and Senior
Management Persons (SMPs) which is overseen by the Nomination and
Remuneration Committee and the Board of Directors.
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 and
forms an integral part of this Integrated Annual Report. Pursuant to Section 136 of the
Act read with Rule 5 of the Rules, this report is 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 & Compliance Officer at the registered office of the Company.
EMPLOYEES' INCENTIVE SCHEME
In terms of the provisions 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 (‘SBEB
Regulations'), the NRC of your Board, inter-alia, administers and monitors the
Employees' Incentive Scheme, 2014 (Scheme) of your Company.
Applicable disclosures as stipulated under the SBEB Regulations with
regard to the Employees' Stock Option Scheme are available on the Company's
website at the following link: https://www.heromotocorp.com/en-in/
company/investors/annual-report.html?key1=annual-report&key2=2024-25. Further during
the year under review, there has been no amendment / modification to the Scheme and the
Scheme remains in compliance with the SBEB Regulations.
Scan the QR code to view the ESOP Disclosure:
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 ESOPs, RSUs
and PRSUs has been implemented in accordance with the SBEB Regulations and the resolution
passed by the members through postal ballot. This certificate would be placed/ made
available at the ensuing annual general meeting for inspection by the members.
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. This is demonstrated by the Company's FY26
ESG rating score of 75 from NSE Sustainability Ratings & Analytics Ltd., which places
it firmly in the "Leader" category. This performance was anchored by the
Governance pillar, which achieved the highest score of 77 by consistently outperforming
regulatory benchmarks through exemplary Corporate Governance. This leading Governance
score is driven by several key structural strengths:
• The presence of women directors on the board is more than the
compliance requirement.
• Percentage of independent directors in Nomination and
Remuneration Committee is better than the compliance requirements.
• The Audit Committee's independent director representation is
better than the statutory guidelines.
• The composition of the Risk Management Committee is better than
the required threshold of independent directors, ensuring regulatory compliance.
• The percentage of independent directors in the CSR
Committee is better than the regulatory requirements.
Governance Pillar Score
In terms of Listing Regulations, a report on Corporate
Governance is enclosed as Annexure - II and a certificate from M/s. SGS
Associates LLP, Company Secretaries (Firm Registration No. L2021DE011600) confirming
compliance of the conditions of Corporate Governance is annexed as Annexure – III to
this report. Further, the certificate on Non-disqualification of Directors and compliance
certificate pursuant to regulation 17(8) and 34(3) of Listing Regulations are enclosed as
Annexure – IV and Annexure – V, respectively.
CORPORATE GOVERNANCE INITIATIVES
The Company remains steadfast in its commitment to upholding the
highest standards of Corporate Governance.
In pursuit of this objective, it has undertaken a series of structured
initiatives to foster a culture of compliance, transparency and ethical conduct across the
organisation. These initiatives include:
1. In-house Investor Education and Protection Fund (IEPF) Tool:
The Company has implemented a tool to manage the processes associated
with the IEPF, ensuring efficient tracking and compliance with statutory requirements.
2. Insider Trading Awareness Sessions:
The Company engages internal and external experts to conduct awareness
programmes on prevention of insider trading for Designated Persons (DPs) and other
employees.
3. Annual Affirmation to Code of Conduct:
All employees including Directors affirmed their adherence to the
Company's Code of Conduct, reinforcing a shared commitment to ethical behaviour and
corporate integrity.
4. Annual Affirmation on Prevention of Sexual Harassment (POSH)
Policy:
To promote a safe and respectful workplace, the Company mandates annual
affirmations from all employees regarding their understanding and compliance with the POSH
policy. All employees affirmed their adherence to the Company's POSH policy.
5. In-House Insider Trading Compliance Tool:
The Company has developed and deployed the structured digital database
(SDD) internally, designed to manage and monitor insider trading disclosures, thereby
safeguarding against any misuse of UPSI.
6. Centralised access to policies:
All corporate and governance policies are centrally hosted on the
Company's internal systems, ensuring easy access for employees at all levels.
7. Shareholders' Referencer:
The Company has issued a Shareholders' Referencer covering rights
of shareholders, grievance redressal framework, timelines for various procedures,
processes, etc. followed by the Company, to empower them through facts and information.
The reference is available on the website of the Company at the following link: https://
www.heromotocorp.com/content/dam/hero-aem-website/in/en-in/company-section/investors/investor-relations/investor-relation-cards/Shareholders%27%20
Referencer.pdf Scan the QR code to view the Shareholder's Referencer:
8. Independent Directors:
During FY 26, two Independent Directors' meeting were held,
without the presence of other Board members and the members of the management. During the
above said two meetings all the Independent Directors were present.
9. Internal Auditors:
The Internal Auditors report to the Audit Committee
10. Separate post of Chairman and Chief Executive Officer (CEO):
Your Company has a separate post of the Executive Chairman and the CEO.
Both the Executive Chairman and the CEO are not related to each other.
11. Shareholders' right:
Your Company has sent the quarterly financial performance and the
summary of the significant event to all those shareholders, whose email address are
registered with the Depository Participant/ RTA.
TRANSFER TO GENERAL RESERVE
During the year under review, no amount has been transferred to the
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 H 2.80 crore for the FY 2017-18 (Final Dividend) & FY
2018-19 (Interim Dividend). Further, 25,648 corresponding shares on which dividends were
unclaimed for seven consecutive years were transferred, pertaining to FY 2017-18 (Interim
& Final Dividend) & FY 2018-19 (Interim Dividend). The Company also transferred H
13.35 crore (after deduction of tax) as corporate benefits (dividend) on shares already
lying with the IEPF. Accordingly, the total amount of dividend transferred by the Company
to IEPF Authority during FY 2025-26 was H 16.15 crore. Further, the cumulative amount of
unpaid/ unclaimed dividend lying in various unpaid dividend account(s) of the Company, as
on March 31, 2026, is H 30.26 crore. The IEPF details, unclaimed dividend details and
information related to Nodal Officer of the Company are available at the Company's website
at the following link: https://www.
heromotocorp.com/en-in/company/investors/unclaimed-dividend-and-shares.html#unclaimed-dividends
Scan the QR code to view the information:
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 2025-26, 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:
|
Principal Amount (Shares) |
Principal Amount (Bonds/ Debentures) |
Total |
| Opening |
4,885.18 |
1,727.88 |
6,613.06 |
| Addition |
720.98 |
202.56 |
923.54 |
| Reduction |
- |
511.14 |
511.14 |
| Closing Balance |
5,606.16 |
1,419.30 |
7,025.46 |
DEPOSITS
Your Company has neither accepted nor renewed any deposits during FY
2025-26 in terms of Chapter V of the
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During FY 2025-26, 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 2025-26, 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.
In accordance with the established procedure, relevant information
regarding each related party transaction(s), along with the necessary justifications, is
submitted to the Audit Committee as mandated by the SEBI Circular. All related party
transaction(s) are placed before the Audit Committee and are approved only by independent
non-conflicted members. During FY 2025-26, your Company has obtained prior omnibus
approval of the Audit Committee for related party transaction(s) which were repetitive in
nature and are in ordinary course of business and at arm's length. All related party
transaction(s) entered during the year were in ordinary course of business and at
arm's length basis.
Further, all the related party transaction(s) are quarterly reviewed by
the Audit Committee and the Board. During FY
2025-26, 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 e-Form AOC-2.
Related party transactions were disclosed to the Audit
Committee and the Board on a 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 no. 36 of the Standalone Financial Statements.
In line with the requirements of the Act and the Listing Regulations,
the Company has formulated a Related Party
Transactions Policy (RPT). The RPT Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and its related parties. During the year, the Board approved amendment to the RPT
Policy, based on the Audit Committee's recommendation. These changes were made to
incorporate the amendments to the Listing Regulations primarily related to the
classification of material related party transactions.
The RPT policy is available at the Company's website at
https://www.heromotocorp.com/content/dam/hero-aem-website/in/en-in/company-section/reports-and-polices/
policies/pdfs/related_party_transactions_policy_feb_2026_ website.pdf
RISK MANAGEMENT FRAMEWORK
Your Company has developed and implemented a Risk Management Policy
which is approved by the Board. The salient features of the Risk Management Policy is
provided in the Corporate Governance Report section of this Integrated Annual Report. Our
Enterprise Risk Management (ERM) framework is built on a proactive and structured approach
to identify, assess, and mitigate risks that could affect our operations and business
resilience. The foundation of this framework is deeply rooted in our core values, culture,
and our commitment to all stakeholders - including employees, customers, investors,
regulatory bodies, and the wider community. By integrating risk management into every
decision, we not only aim to protect our objectives but also to cultivate a strong culture
of risk awareness throughout the organisation.
Risk Resilience Culture
We are committed to cultivating a company-wide risk culture and
strengthening our risk management capabilities through a wide range of initiatives. Key
among these are training programmes for new joiners, regional teams, and first-time people
managers to enhance risk-awareness and support informed decision-making across the
organisation. The risk team also continues to conduct refresher training for response
teams enabling them to remain resilient in an ever-changing risk landscape. The
organisation also employs proactive risk identification and mitigation by having the
Risk team work closely with business functions to create prioritised
risk registers using a bottom-up approach. These functional risk registers follow a
monthly review cycle to ensure effective oversight and timely risk reduction.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY/ CODE OF CONDUCT
Your Company is committed to the 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 an
independent 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 without any fear of retaliation.
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, 110 complaints were received through
various reporting channels and 4 complaints were carried forward from the previous year.
Out of these, 112 complaints have been investigated and remaining 2 complaints received in
March 2026 are under investigation. During FY 2025-26, 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 victimisation.
The Vigil Mechanism/Whistle Blower Policy of the Company is available
on the Company's website at the following link:
https://www.heromotocorp.com/content/dam/hero-aem-website/in/en-in/company-section/reports-and-polices/
policies/pdfs/whistle_blower_policy_2024.pdf
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 at the following link:
https://www.heromotocorp.com/content/dam/hero-aem-website/in/en-in/company-section/reports-and-polices/policies/pdfs/Code%20of%20conduct.pdf
AUDITORS AND AUDITORS' REPORT
Statutory Auditors
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No. 117366W/W-100018),a peer reviewed firm, were appointed as the Statutory
Auditors of the Company from the conclusion of the 39th Annual General Meeting
held in the year 2022 until the conclusion of the 44th Annual General Meeting
of the Company to be held in the year 2027. They have audited the financial statements of
the Company for the financial 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 Statutory 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. M/s. Deloitte Haskins & Sells LLP have confirmed that they
are not disqualified from continuing as Statutory Auditors of the Company and satisfy the
prescribed eligibility criteria. The statutory auditors are a peer reviewed firm,
independent of the management and the Company and are professionals appointed to ensure
objectivity and impartiality in the audit process. The auditors have extensive experience
and technical competence in auditing practices, financial reporting and regulatory
compliance. Their independence coupled with their professional expertise enables them to
carry out their duties effectively, providing a fair assessment of the Company's
financials.
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 2025-26. The Cost Auditors will submit their report
for the FY 2025-26 on or before the due date. Your Company filed its FY 2024 25 Cost Audit
Report within the statutory timeline. The report confirmed full compliance with Section
148(1) of the Act regarding cost records and contained no qualifications, reservations, or
adverse remarks 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 the Audit Committee, has approved the appointment of M/s. R.J. Goel & Co., Cost
Accountants, as Cost Auditors for the FY 2026 - 27. M/s. R.J. Goel & Co. have
confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and
have also certified that they are free from any disqualifications specified under Section
141(3) of the Act. In accordance the provisions of Section 148 of the Act read with
Companies (Audit and 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 AGM.
In the opinion of the Board, considering the scope of the audit, the
proposed remuneration payable to the Cost
Auditors would be reasonable and fair and commensurate with the scope
of work carried out by them. The notice of AGM includes the required resolution for
members to ratify the Cost Auditor's remuneration.
Secretarial Auditors
M/s. SGS Associates LLP, Company Secretaries (Firm Registration No.
L2021DE011600), a peer reviewed firm, were appointed as Secretarial Auditors of your
Company for a term of five (5) consecutive years commencing from FY 2025-26. The
Secretarial Audit Report for the said financial year is annexed herewith as Annexure -
VII. The Report does not contain any qualification, reservation or adverse remark and
therefore does not require any further explanation. Further, there were no frauds reported
by the Secretarial Auditors to the Audit Committee or the Board under Section 143(12) of
the Act.
M/s. SGS Associates LLP is a leading corporate advisory firm based in
New Delhi, having extensive experience in the field of audit, advisory and legal matters.
M/s. SGS Associates LLP have confirmed that it is not disqualified from
continuing as Secretarial Auditors of the Company and satisfy the prescribed eligibility
criteria.
Internal Audit
At the start of each financial year, a three year rolling Internal
Audit calendar is prepared and presented to the Audit Committee
outlining the planned audit coverage across business units, processes and risk areas. The
calendar serves as a proactive tool for prioritising audit activities, ensuring alignment
with the Company's risk profile and strategic objectives. The Audit Committee
approves the comprehensive audit plan designed to evaluate the adequacy and efficacy of
the Company's internal controls. This plan assesses the robustness of internal
processes, policy adherence, and compliance with statutory regulations. The Company
engages external agencies for carrying out the comprehensive audit during the year.
Following each audit, process owners implement corrective actions based on the findings.
All significant observations and subsequent remediation efforts are reported periodically
to the Audit Committee to ensure continuous oversight. The Internal Audit Charter is
available at the following link of the website:
https://www.heromotocorp.com/content/dam/hero-aem-website/in/en-in/company-section/reports-and-polices/
policies/pdfs/internal_audit_charter.pdf
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company maintains a sound and well-integrated system of internal
controls. Comprehensive policies, guidelines, and procedures that are embedded in our IT
systems govern all significant business processes. The internal control system is designed
to provide reasonable assurance regarding the reliability of financial and other records
for the preparation of statements and the safeguarding of assets. The Company employs a
comprehensive Internal Financial Controls (IFC) framework encompassing control design,
testing, and the remediation of identified weaknesses. Risk and Control Matrices (RCMs),
aligned with materiality, are established for all key processes, detailing control
descriptions, associated risks, control ownership, operating frequency, relevant financial
assertions, and fraud risk indicators. Recognising evolving business dynamics and
organisational changes, new RCMs and updates to existing controls are implemented
annually. The design and operating effectiveness of controls are assessed annually. Based
on our assessment during the year, no material weaknesses in the design or operation of
internal controls were identified.
PROHIBITION OF INSIDER TRADING
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 (Code). The Code lays down guidelines providing the necessary procedure
to be followed and disclosures required while dealing with the shares of the Company and
while sharing UPSI. The Code also 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. To ensure alignment with
evolving statutory requirements, the Code was revised during the year to reflect all
relevant regulatory amendments. Further, the Company has complied with the standardised
reporting of violations related to the code of conduct under PIT Regulations. The Company
has also in place its Code of Practices and Procedures of Fair Disclosure of UPSI along
with policy for determination of legitimate purposes, an institutional mechanism for
prevention of insider trading and a policy for inquiry in case of leak of UPSI or
suspected leak of UPSI.
The Company has developed and maintains its own in-house
SDD without procuring or integrating any external software or tool from
third-party vendors. The database along with its server is entirely hosted and secured
within the Company's internal IT ecosystem, ensuring that no sensitive information
flows outside the organisation. SDD is seamlessly integrated with the internal systems
enabling the automatic identification and recognition of Designated Persons (DPs)
according to the criteria established in the code. All unpublished price sensitive data
shared, internally or externally, are recorded in the SDD and a notice is concurrently
shared informing the recipient to maintain confidentiality and refrain from trading in the
securities of the Company. At the end of each quarter, confirmations are obtained from
respective functional heads or SPOCs to confirm whether any UPSI was generated during the
quarter and if so, whether requisite details have been entered into the SDD and the notice
has been issued to the recipient. Further, pre-clearance applications and their
corresponding approvals are also processed directly through the SDD. Annual/half-yearly
disclosures from DPs, intimations of closure of trading window and all other necessary
information/reports are maintained in the SDD. The SDD is access restricted and governed
by a justification based access protocol. Any user attempting to access the database must
provide a valid reason, which is recorded automatically within the SDD. The system
maintains a complete audit trail of all entries and modifications, enabling transparent
monitoring and future inspection by auditors. The Company has set up a mechanism for
weekly tracking of the dealings in the equity shares of the Company by the DPs and their
immediate relatives. A report covering trading by DPs and their immediate relatives under
the PIT Regulations is placed before the Audit Committee on a quarterly basis.
The Company periodically circulates informatory e-mails along with the
code and policies on prohibition of 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 conduct an induction programme for all the employees joining the
organisation and various other workshops/training sessions to educate and sensitise the
employees/designated persons.
As part of this awareness programme, campaigns are 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. The Company
maintains a robust compliance framework by conducting periodic training sessions on the
provisions of the PIT Regulations. These periodic programmes are designed to ensure that
all relevant stakeholders remain updated on regulatory requirements, ethical standards,
and their individual obligations regarding the handling of UPSI.
B U S I N E S S R E S P O N S I B I L I T Y & SUSTAINABILITY REPORT
Keeping up the commitment to sustainability, your Company has prepared
the Business Responsibility & Sustainability Report (‘BRSR'). The BRSR
provides a detailed overview of initiatives taken by your Company from environmental,
social and governance perspectives.
In compliance with the provisions of the SEBI Master Circular dated
January 30, 2026, 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 the BRSR. The BRSR along with the
reasonable assurance statement forms part of the Integrated 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, 2026, total number of permanent employees on the rolls
of the Company were 9,177 as against 9,527 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 at the
following link: https://www.
heromotocorp.com/en-in/company/investors/shareholder-resources.html?key1=downloads
COMPLIANCE WITH SECRE TARIAL 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.
DESPATCH OF ANNUAL REPORT
The Integrated Annual Report for FY 2025-26 will be sent by e-mail to
those members who have registered their e-mail address with the Registrar and Share
Transfer Agent/their respective Depository Participants.
In compliance with the amended provisions of Regulation 36 of the
Listing Regulations, a letter providing the QR Code and the web-link, mentioning the exact
web path, where complete details of the Integrated Annual Report 2025-26 is available,
will be sent to those members, who have not registered their email address.
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 ESOP 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 has been done with the banks or financial institutions.
9. Corporate action pertaining to buy back of securities, mergers and de-mergers,
delisting, split and issue of any securities.
10. Loans from banks or financial institutions.
11. Amendment in the Memorandum of Association & Articles of Association.
DISCLOSURE UNDER THE SE XUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company aims to promote a safe and secure working environment and
has adopted a gender neutral policy towards prevention of sexual harassment at workplace.
This policy is framed in accordance with the provisions of Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013
("POSH Act").
Your Company aims to build and promote work environments which are safe
and free from any form of harassment and has a zero-tolerance stance towards any form of
harassment. To achieve this objective, training and sensitisation is the key and your
Company regularly organises training and awareness sessions at all locations and across
functions.
Your Company has complied with the provisions of POSH Act relating to
constitution of an Internal Complaints Committee (ICC) to redress complaints received
regarding sexual harassment. The ICC gets reconstituted from time to time in accordance
with the provisions of the POSH Act. Following is the summary of complaints received to
the ICC during FY 2025-26:
• Number of complaints of sexual harassment received in the
year: 19
• Number of complaints disposed off during the year: 18
• Number of cases pending for more than 90 days: 1
Your Company has submitted the annual report for the calendar year 2025
to the District Officers in accordance with the provisions of the POSH Act and is in
compliance with the POSH Act.
COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961
The Company remains committed to fostering a supportive environment for
working mothers, ensuring full compliance with the Maternity Benefit Act, 1961, and its
subsequent amendments. Recognising the vital importance of neonatal care and maternal
well-being, the Company has implemented policies that exceed statutory mandates:
• Enhanced Maternity Leave: To provide new mothers with
ample time to care for their newborns, the Company offers an extended maternity leave of
210 days, surpassing the statutory requirement of 26 weeks. 210 days
Maternity leave
• Flexible Nursing Breaks: In addition to providing a
conducive work environment, the Company offers nursing mothers two dedicated breaks of 45
minutes each. To prioritise work-life integration, these breaks may be utilised to
facilitate a late arrival, an early departure, or a consolidated 90-minute early exit,
providing mothers with the flexibility needed during this transition.
DISCLOSURE UNDER THE HUMAN IMMUNODEFICIENCY VIRUS AND ACQUIRED IMMUNE
DEFICIENCY SYNDROME (PREVENTION AND CONTROL) ACT, 2017
During the year under review, no complaints were received by the
Complaints Officer under the Human Immunodeficiency Virus and Acquired Immune Deficiency
Syndrome (Prevention and Control) Act, 2017.
FACILITATION TO SHAREHOLDERS
Your Company has always endeavored to keep its shareholders informed of
all relevant, sufficient and reliable information on a timely and regular basis pertaining
to the business, its processes and regulatory affairs to enable them to make informed
decisions. As a voluntary initiative, the Company emails the quarterly and annual
financial results along with the summary of significant events; to all the shareholders
whose email addresses are registered with the Depository Participant/RTA to keep them
updated with the financial position and performance of the Company. The Company sends
periodic intimations to shareholders, urging them to update their KYC information.
Shareholders are also encouraged to convert their shareholdings into dematerialised form.
The Company has issued a Shareholders' Referencer covering rights
of shareholders, grievance redressal framework, procedure to claim refund from IEPF,
timelines for various procedures, processes, etc. followed by the Company, to empower them
through facts and information. During the year, the referencer was updated to align with
new developments and amendments issued by the Regulators. 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. During the year, the Company has integrated Regulation 30 module for reporting of
material events by the respective departments into the Compliance tool itself, thereby
ensuring timely and adequate reporting to ensure compliance with SEBI LODR
Regulations.
AWARDS AND RECOGNITION
During the year, multiple awards and recognition were received. Some of
them are listed below:
1. Dr. Pawan Munjal, Executive Chairman, honored as the
"Global Statesman of Mobility" and a "Champion of
Sustainable Innovation."
2. Dr. Pawan Munjal, Executive Chairman, named to the prestigious 2025 TIME100 Climate
list, recognising him among the world's top 100 influential leaders driving
transformative business climate action.
3. The International Punjabi Society has conferred Dr. Pawan Munjal, Executive
Chairman, with the Punjab Ratan Award.
4. Xtreme 250R - Entry-level Performance Motorcycle of the Year by BBC TopGear India
Awards 2026.
5. Hero Xoom 160- Best Design Award - Acko Drive Awards 2026.
6. VIDA VX2- Two Wheeler EV Brand of the Year - Carbike 360 Auto Excellence Awards
2026.
7. VIDA VX2- EV Scooter of the Year - ACKO Drive Awards 2026.
8. VIDA EVooter VX2- 2026 Honoree in Vehicle Tech and Advanced Mobility - CES
Innovation Awards.
9. Hero Glamour X 125- Bike of the Year - Carbike 360 Auto Excellence Awards 2026.
10. Hero Glamour X125 - Entry Motorcycle of the Year at BBC TopGear India Awards 2026.
11. The Dow Jones Sustainability World Index (DJSI World)- Improved score from 69 to
75: Ranking No.1 in the 2-wheeler industry in India.
12. Responsible Business of the Year - SABERA 2025.
13. Manufacturer of the year 2025 (Two wheeler): BBC TopGear India Awards 2026.
14. ET Now Champions of CSR 2025- CSR Conclave by Global Sustainability Alliance.
15. Best Use of AI in Marketing/Sales: Acko Drive The One That Matters 2025.
16. Harley-Davidson - Best Phygital or Social Media Innovation (Bike): Acko Drive The
One That Matters 2025 : World's Best Job.
17. Gold Medal in Best Learning Culture in an Organisation (Large Scale Enterprises):
Economic Times Future Skills Awards.
18. Hero Xtreme 125R- Design of the Year- Motoring World Awards 2025.
19. Destini 125- Scooter of the Year - Zee Media Auto Summit Awards 2025.
20. VIDA VX2 - Star EV Scooter of the Year - Entrepreneur India EV Awards 2025.
21. National Water Awards (Best Industry) 2025 - Hero MotorCorp for raising awareness
and enabling communities to adopt water conservation methods.
22. Timesgroup Ecopreneur Summit 2025 - Honored for accelerating the sustainability
across operations.
23. Procurement Team of the Year 2025: Procurement Excellence Awards 2025 (14th
edition) by UBS Forums Pvt. Ltd.
24. Investor Relations Team ranked among the Top 3 Asia Executive Teams in 2026 by
Extel.
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.
|
For and on behalf of the Board |
|
Dr. Pawan Munjal |
| Date: May 5, 2026 |
Executive Chairman |
| Place: New Delhi |
DIN: 00004223 |
|