National Stock Exchange of India LTD., BSE Limited

-~Hero
July 25, 2018
Asst. Vice President, Listing Deptt. The Secretary,

National Stock Exchange of India Ltd., BSE Limited
Exchange Plaza, Plot C/1, G Block 25 th Floor,
Sandra Kurla Complex, Phiroze Jeejeebhoy Towers,
Sandra (E), Dalal Street,
MUMBAI - 400 051 MUMBAI - 400 001
Scrip Code: HEROMOTOCO Scrip Code: 500182
Sub: Voting Results, Consolidated Scrutinizer's Report and Annual Report 2017-18
Dear Sir,
We wish to inform that the 35 th Annual General Meeting of the Company was held on July 24,
2018. In this regard, please find attached herewith the following:
1. Voting Results of the Annual General Meeting in compliance with Regulation 44(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. Consolidated Scrutinizer's Report in compliance with Rule 20 of Companies

(Management and Administration) Rules, 2014.
3. Annual Report for the financial year 2017-18 as required under Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, duly approved
and adopted by the members at the Annual General Meeting.
This is for your information and further dissemination.
Thanking you,
For H[ oCorp Ltd.
(Neerja ~ a)
Company Secretary
Encl.: As above
Hero MotoCorp Ltd.

Regd. Office: 34,Community Centre, Basant Lok, Vasant Vihar, New Delhi-110057, India
Tel. + 91 -11 -26142451, 46044100, Fax +91-11-26143321, 26143198
HeroMotoCorp.com CIN : L35911DL 1984PLC017354 PAN: AAACH0812J
Unleashing Power
Hero MotoCorp Ltd. | ANNUAL REPORT 2017-18

CONTENTS
Corporate Overview
The World of Hero 02
Letter to Shareholders 04
Corporate Information 09
Financial Highlights 40
Board of Directors 42
Leadership Team 46
Global Prominence 48
Management Reports
Management Discussion & Analysis 50
Board’s Report 72
Corporate Governance Report 90
Business Responsibility Report 120
Financial Statements
Standalone Financial Statements 148
Consolidated Financial Statements 204
Disclaimer
In this Annual Report, we have disclosed forward-looking
information to enable investors to comprehend our
prospects and take informed investment decisions. This
report and other statements written and oral that we
periodically make, contain forward-looking statements that
set out anticipated results based on the management’s
plans and assumptions. We have tried, wherever possible, to
identify such statements by using words such as ‘anticipates’,
‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’
and words of similar substance in connection with any
discussion of future performance.
We cannot guarantee that these forward-looking statements
will be realised, although we believe we have been prudent
in our assumptions. The achievement of results is subject
to risks, uncertainties and even inaccurate assumptions.
Should known or unknown risks or uncertainties materialise,
or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated,
estimated or projected.
Readers should bear this in mind. We undertake no
obligation to publicly update any forward-looking
statements, whether as a result of new information, future
events or otherwise.
Unleashing
Power
You
have
power
over your
mind - not outside
events. Realize this,
and you will find
strength.”
- Marcus Aurelius
It is about pushing beyond our limits

- those set by ourselves and those by
others.
It is about living and breathing to
achieve a common vision
It is about making a positive impact
on society
It is about transcending customer
satisfaction and yielding customer
delight
It is about sensing the need and
giving the right product to the right
market
It is about anticipating the future
and driving the technology
disruptions
It is about working as one team with
missionary zeal
It is about realizing our enormous
untapped performance potential.
It is about… Unleashing Power
Hero
The World of
Vision Mission
Provide world-class mobility solutions with a focus on • Global enterprise serving the needs and aspirations of
expanding company’s footprint in the global arena mobility
• Value creation and establishing enduring relationships with
partners
• Engaging environment to enable our people to perform to
their true potential
• Turn customers into our brand advocates
• Offer best- in- class technology, styling and quality
2 Hero MotoCorp Ltd.

True to our name, we at Hero, are
a perfect amalgamation of passion
and substance. Through our zeal
to conquer the unconquered, we
have single-handedly taken the
two-wheeler industry in India to
greater heights and have succeeded
in putting its mobility solution
segment on the global map. Our
manufacturing expertise and
technical know-how has made us
breach geographical boundaries
and today, we provide global
mobility solutions to more than 37
countries across Asia, Africa and
South and Central America. We
manufacture products of
high-quality and have five world-
class plants in India, and one each
in Colombia and Bangladesh. This
year, we are coming up with the
eighth plant in Andhra Pradesh.
As on date, our state-of-the-art
manufacturing plants have a
production capacity of 91 lakh+
2-wheelers, annually and we have
an extensive network of sales and
service with over 6,500 dealerships
and service points across India.
Hero’s Core Values
Integrity Humility Respect Excellence Speed

through team
work
Annual Report 2017-18 3

CHAIRMAN’s
Address to
Shareholders

Corporate Overview Management Reports Financial Statements
Dear Shareholders,
We are living in a world of rapid socio-economic change, solutions, including a range of motorcycles with higher
driven by technology and innovation. The critical drivers engine capacities, scooters and Electric Vehicles (EVs).
of growth, such as manufacturing, communication
and transportation etc., are undergoing phenomenal In FY’18, we continued to augment our product portfolio
transformation thanks to the advancement in modern science with the introduction of various new models across
and technology. segments. We also showcased a range of new products –
including motorcycles with higher engine capacities and
Consequently, our world has virtually turned into a global new 125cc scooters, at the Auto Expo – the Motor Show in
village, driven by easy and convenient access to data and Greater Noida, near Delhi in the month of February. Some of
information, breaking down geographical barriers. these products have already been introduced in the market
and the others will be launched in the coming months in
Over the past few years, all these have led to a growing FY’19.
awareness of air quality, sustainable environment, carbon
emission, green house effects and similar concerns. With As you may be aware, we have made a substantial
increasing need to reduce carbon footprint across the investment in a Bangalore-based tech start-up called
globe, electric transportation has, therefore, become an Ather Energy, an e-vehicle manufacturing company, which
environment-friendly alternative. launched its first smart electric scooters and a public
commercial charging infrastructure.
Governments around the world are trying to bring down
the pollution levels by enforcing stricter emission norms, Simultaneously, our engineers at CIT are also working on
levying heavier tax on the purchase of automobiles and electric two-wheelers and we would be ready to introduce
providing special concessions or subsidies for the purchase of these products at an appropriate time.
electric vehicles (EV). Continuous research and development
by manufacturers is also driving advancement in battery
technologies with longer life.
Amidst all the path-breaking changes across the globe, our

company scaled new heights, with ‘customer satisfaction’ at
the core of our philosophy and practice.
Thanks to the teeming millions of our satisfied customers,

Hero MotoCorp set a new global benchmark - 7.59 million
unit sales of motorcycles and scooters in FY’18 – thereby
consolidating our strong market leadership.
It was a great year for us with positive developments across At Hero MotoCorp,
functions, which are aptly reflected in our profitability and
topline growth during the year.
we are cognizant of
the latest trends and
Future Ready
continue to equip
At Hero MotoCorp, we are cognizant of the latest trends and
constantly equipping ourselves with new technologies to be ourselves with New
able to stay ahead of the curve.
Technologies to be
Deeply embedded in our culture is an intense desire to make able to stay ahead of
a difference in the lives of our customers by staying sensitive
towards their ever-changing needs. Our engineers at the
the curve.
Centre of Innovation and Technology (CIT) – the R&D centre
at Jaipur in the northern Indian state of Rajasthan – are,
accordingly, working on multiple projects of future mobility

With Innovation and New-Technology as two pillars of We have recently commenced work at our eighth, effectively
our vision at Hero MotoCorp, we have recently created an averaging a new Hero plant every four years!!
incubation center within our eco-system which functions We recently commenced construction of our new
like a start-up with mentors from within and outside of Hero. manufacturing facility - at Chitoor in the southern Indian
Aptly named ‘HeroHatch’, the incubation centre aims to foster state of Andhra Pradesh – that is our sixth plant in India, in
innovation from within the organization. addition to the two facilities in global locations – in Colombia
and Bangladesh.
The objective of creating an eco-system of innovative and
disruptive thinking has been promoted throughout the Once operational, the Chitoor plant will take our overall
organization with the ‘Idea Contest’ - an open for all, multi- installed capacity to about 11 million units in the next two
tiered in-house competition, allowing employees to think out years. The new plant - our first manufacturing facility in South
of the box, beyond their routine tasks. India - will enable us to enhance our operational efficiencies
in servicing the markets in the region.
Our effort to drive a culture of innovation is not limited to our
internal stakeholders. With an aim to stay ahead of the curve This gives you a fair idea of the speed with which our
and advance our technology, we have adopted the concept organisaiton has grown! It goes to demonstrate how Hero
of Open Innovation to tap into the global expertise network. MotoCorp has consistently driven the growth of the two-
wheeler industry for the past three decades.
In addition to it, the Hero Campus Challenge - an annual
college competition organized across the top engineering We are also venturing into new verticals of business to
and management colleges of India - aims to crowd-source expand the brand’s operational and aspirational canvas. One
solutions to real-time challenges from the best brains of India such initiative in this direction is the setting-up of a new line
following the approach of Open Innovation. of merchandise and accessories. The development of these
An Expanding Global Footprint

This year, Hero MotoCorp has expanded its global presence
to 37 countries across Asia, Africa and South and Central
America, and is now gearing up to ride the wave of ever-
evolving global political dynamics, as it continues to expand
its footprint.
Amidst all the global political and economic upheavals, we

have chosen to stay the course and kept our commitment to
all our global markets. Our sustained brand building across
markets during the economic downturn has now begun to
yield results, with double-digit growth in our Global Business
in FY’18. We are also including
We initiated a series of programs in the global sales and more automation in
marketing operations during FY’18, which included
dealer sales processes, sales-person training and channel
our processes and
restructuring, in our global markets and we will continue to encouraging our
work on these.
vendors, and suppliers
I would like to acknowledge the efforts, commitment and to move to full
loyalty of our global distributors who have stood by us and
helped our Company wade through the challenging times. automation wherever
appropriate to ensure
Building Capacity With Fiscal Prudence
It was over 30 years ago when we set up our first
world-class quality.
manufacturing facility – at Dharuhera in the northern Indian
state of Haryana.

began during the latter half of the year and we are working I am personally driving the agenda of gender diversity and
aggressively towards bringing them into the market soon. empowerment at Hero MotoCorp and consequently, the
number of women staff – including on our shop floors - has
We have also been constantly rationalizing our costs. Our gone up considerably over the past few years.
innovative LEAP initiative completed five years of journey
and over the years was able to achieve substantial savings. A Responsible Citizen
LEAP has enabled our company to improve the gross
We have always believed in giving back to the society,
margin to partially mitigate the headwind effect of higher
and our Corporate Social Responsibility (CSR) initiatives
commodity costs.
are built on this very principle. In FY’18, our CSR efforts
continued to bring about noticeable improvements in the
Regulatory Changes
lives of hundreds of thousands of people across the country.
Even as we make our processes more robust, efficient and We also launched many new initiatives and built on the
digital, the external environment continues to bring new existing platforms to further our goals in the field of women
challenges. The next two years will witness numerous empowerment.
changes being brought into effect by either regulations
or technology up-gradation. As a responsible OEM, we For example, we partnered with police departments of eight
have taken numerous steps to build capability in our entire states in India and provided them with scooters for their
ecosystem, including our vendors and supply chain partners, women police officers, thereby enabling them to discharge
so that they are also ready to meet these changes. their duties more efficiently. We also started several traffic
training parks and centres, some of them in women ITIs, which
We are also including more automation in our processes are again empowering women by providing them mobility.
and encouraging our vendors and suppliers to move to
automation wherever appropriate, to ensure world-class Protection of the environment and sustainability are the
quality and productivity. other focus areas of our CSR outreach. We also follow the
same principles at our manufacturing facilities, where we
The implementation of the stricter exhaust emission norms maintain the highest ecological standards.
in India - Bharat Stage (BS) VI - in 2020 is a major milestone
ahead for the entire industry. I am quite sure everyone All of the Company’s seven state-of-the-art manufacturing
within the Industry is seized of this and putting in the best facilities, the CIT at Jaipur and the Global Parts Center (GPC)
of efforts to deal with this challenge. At Hero MotoCorp, we at Neemrana - in the state of Rajasthan - demonstrate Hero’s
have been proactively preparing for this major transition and environmental aspirations.
will be ready with our BS VI vehicles before the due date of
implementation - April 1, 2020. The Company’s manufacturing facility at Neemrana has been
aptly called the ‘Garden Factory’, for its various measures,
The implementation of Goods and Services Tax (GST) in the which have redefined green manufacturing. Home to one of
year gone by was a landmark development – indeed, one the largest roof-top solar projects in the country, the Garden
of the biggest transformations in the field of taxation ever Factory offsets 1600 tons of carbon dioxide per annum by
undertaken anywhere in the world. It meant overhauling of producing 1460 KW green energy through solar panels
the entire nation’s bookkeeping. However, we coped with it spread across 60,000 sq. meters.
very well and ensured that there was seamless transition to
the new system without any hindrances to business. We also The Garden Factory and the GPC, the CIT, and the
supported our entire value chain and partners for a smooth manufacturing facility at Halol in the western Indian state of
transition. This was truly an example of our sound financial Gujarat also produce their own organic fruits and vegetables
preparedness, planning and on-ground execution. using advanced ‘hydroponic’ technique, which are used for
internal consumption at the canteens.
An Inclusive & Diverse Family
During the year, we continued to focus on diversification and Other key measures spread across the facilities for Water
inclusion in our work force, which is rapidly transforming and Energy Optimization are - ‘Big Foot’ air handlers, which
our Company into a truly global entity with employees provide an optimal energy efficient operation, Efficient
drawn from around the world. The Hero MotoCorp family Building envelope and orientation that ensures reduced
today comprises of people from various countries, including load on cooling systems, rainwater harvesting, and above
Germany, France, Italy, Austria, Japan, UK, US, Colombia and all, a ‘Green wall’ to generate oxygen equivalent to the daily
Bangladesh. requirement of 3700 people.

The Year Ahead
As we move into FY’19, our clear focus will remain on growth,
especially in segments such as scooters and premium
motorcycles. A slew of new product launches in these
A mobile and an segments will help us to meet that objective.
empowered India, Simultaneously we will also focus on growing our market
powered by two- share in existing global markets, apart from further
expanding our presence.
wheelers. Across
the organization, With our current installed capacity and expansion plans in
place, the company will continue to remain on sure footing
people continued to and continue to lead the industry.
unleash the power
As the Indian auto industry continues to grow and its
with exhilaration contribution to the country’s GDP expected to significantly
and enthusiasm. go up to 12% by 2026, it finds itself at an inflection point. The
industry will have to redefine itself with the next generations
of automotive technologies. This will hold the key to being
future ready!
India will need to identify the next set of reforms that would
push the growth agenda and hopefully leapfrog its growth,
especially beyond the auto and IT sectors. The environment
is ripe for a constructive synergy between the existing
industrial set-ups and new age technology start-ups, which
can drive economic growth in the future.
However, there are several geo-political issues that can

potentially throw the world economy into a tailspin - be it the
deadlock over the Paris Climate treaty and the protectionist
policies of global super economies or the ongoing upheavals
in the Middle East & North Africa.
We have shared more details about our CSR initiatives in the
relevant chapter in this Annual Report.
The protection of environment will also remain a crucial
concern area, which will need a resolute stance from a
A ‘Sporting’ Hero
united world. The industry will need to play a conscious
In keeping with the larger objective of nation building,
and effective role in this process to ensure an equitable and
our Company remains committed to support and nurture
hospitable future.
multiple disciplines of sports around the world.
In these scenarios, as we embark on our onwards journey,
While our contribution to the growth of Football, Golf,
we seek the blessings and support of our large and diverse
Hockey and Cricket is well documented, our new association
Hero family. We will continue to work with fortitude towards
with Motor Sports is scripting a glorious chapter.
our targets, with our core value system firmly in place and
pursuing the larger agenda of a greener, peaceful and
In only our second year of participation at the famed Dakar
economically stable society.
Rally, the Hero MotoSports Team Rally made the entire
country proud with a top-7 finish in the 2018 edition. The
I thank all our stakeholders, including all the channel
Team has truly become the flag-bearer of Indian motor sports
partners, vendors and suppliers, tech partners, investors, all
in the global arena.
associates and above all, our customers for their unwavering
support.
We will continue to keep scaling new heights of excellence in
the coming years.
Pawan Munjal

CORPORATE INFORMATION
COMPANY SECRETARY & PRINCIPAL BANKERS Haridwar Plant
Plot No. 3, Sector 10,
CHIEF COMPLIANCE OFFICER Bank of America N.A.
I.I.E., SIDCUL, Roshanabad,
Citibank N.A.
MS. NEERJA SHARMA Haridwar-249 403, Uttarakhand, India
HDFC Bank Ltd.
Tel: 01334-238 500, 239 514-16
The Hong Kong and Shanghai Banking
Fax: 01334-239 512/13
STATUTORY AUDITORS Corporation Ltd.
BSR & Co. LLP ICICI Bank Ltd. Neemrana Plant
Chartered Accountants, Kotak Mahindra Bank Limited SP 101-103, 108 & 109,
(FR No. 101248W/W-100022) Standard Chartered Bank RIICO Industrial Area, Phase – II,
Building No. 10, 8th Floor, Tower-B MUFG Bank, Ltd. Delhi-Jaipur Highway, Neemrana,
DLF Cyber City, Phase-II District Alwar-301 705, Rajasthan, India
Gurugram - 122 002, India REGISTERED AND Tel: 01494-2673000
Tel: 0124-719 1000
Fax: 0124-235 8613 CORPORATE OFFICE Halol Plant
34, Community Centre, Plot No. 102, Halol (Exp.)
Basant Lok, Vasant Vihar, Industrial Estate,
HEAD OF INTERNAL AUDIT New Delhi - 110 057, India Vadodara Godhra Highway
MR. SOHRAB PRAKASH Tel: 011-4604 4100, 2614 2451 Taluka – Kalol, Tehsil-Halol,
Fax: 011-2614 3321, 2614 3198 Distt. Panchmahal-389350,
www.heromotocorp.com Gujarat, India
INTERNAL AUDIT PARTNERS Tel: 02675-229114
PRICEWATERHOUSE COOPERS
PRIVATE LIMITED
REGISTRAR AND SHARE R&D Centre
Building No. 8, 8th Floor, TRANSFER AGENT Centre of Innovation & Technology
Tower B, DLF Cyber City, SPL-1, RIICO Industrial Area,
Karvy Computershare Pvt. Ltd.
Gurgaon - 122 002 Kukas, Phase-II, NH-11C,
Karvy Selenium Tower B,
Haryana, India Jaipur-302 028, Rajasthan, India
Plot No. 31 & 32, Gachibowli,
Tel: 0124-4620000, 3060000 Tel: 0142-643000
Financial District, Nanakramguda,
Fax: 0124-4620620 Serilingampally, Hyderabad - 500 032 Colombia Plant
Web: www.pwc.com/in Tel. : 040-2342 0818, 6716 2222 HMCL Colombia SAS
Fax: 040-2342 0814, 2300 1153 KM 24, via Cali - Santender De Quilichao
Deloitte Haskins & Sells Email: [email protected] Zona Franca Permanente Conjunto
Building No. 10, 7th Floor, www.karvycomputershare.com Industrial Parque Sur, Villa Rica,
Tower B, DLF Cyber City Complex, Toll Free No: 1-800-3454-001 Cauca Lote 6A, Colombia
DLF City Phase – II, Gurgaon – 122 022, Tel: +572 3120662
Haryana, India
Tel: 0124-6792000 PLANT LOCATIONS Bangladesh Plant
Fax: 0124-6792012 Gurgaon Plant HMCL Niloy Bangladesh Ltd.
Web: www.deloitte.com/in 37 km Stone, Delhi-Jaipur Highway, Padmabilla, Shakharigati,
Sector 33, Gurgaon-122 001 Kotwali, Jessore, Bangladesh
JRA & ASSOCIATES Haryana, India Tel: +8809601505541
B-15 (LGF), Greater Kailash Enclave-II, Tel: 0124-289 4200, 237 2123
New Delhi - 110 048 Fax: 0124-237 3141/42
Tel: 011-40562787 / 29218850
Fax: 011-40562779 Dharuhera Plant
Web: www.jraca.com 69 km Stone, Delhi-Jaipur Highway,
Dharuhera, Distt. Rewari-123 110
ERNST & YOUNG LLP Haryana, India
Golf View Corporate Tower B, Sector Tel: 01274-264 000
42, Sector Road, Gurgaon -122 002, Fax: 01274-267 018
Haryana, India
Tel: Office: +91 124 6714000
Web: www.ey.com

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For us, Brand is not only
restricted to an impressive
logo, but also extraordinary
product, good campaign,
committed people, satisfied
customer and a constructive
contribution to the society.
To all at HMCL, our brand is a
sum of many parts with the
only objective of fulfilling
our vision – ‘A mobile and an
empowered India, powered
by two-wheelers’. As you read
through the next few pages,
you will catch a glimpse of
the various dimensions of the
Company. Here we look at
our products, campaigns and
sponsorships.

Unleashing
the Power of
BRAND Annual Report 2017-18 13

Product Launches Campaigns

Style Hatke
Maestro Edge, Hero’s exclusive men’s 110cc scooter, was
Xtreme 200R: launched with a new brand narrative - ‘Style Hatke’. The
Catering to the rapidly growing premium motorcycle launch saw a 360⁰ marketing campaign roll-out spanning
segment, the all new roadster Xtreme 200R delivers all categories – print, OOH, broadcast and digital. The ad
unmatched real world performance and premium features. featuring Ranbir Kapoor, showcased the ‘stylish’ and ‘hatke’
Designed and developed by the Company’s in-house R&D personality of the scooter in a light-hearted, yet visually rich
team, based at the Hero Centre of Innovation and Technology commercial. The campaign was a success with Print media
in Jaipur, the Xtreme 200R is a real head-turner with its reaching out to over 60 million+, TV covering 73 million
muscular stance and aggressive styling. views and digital saw 232 million impressions with 61 million
unique impressions.
XPulse:
Developed to cater to a global customer profile, XPulse is Ek Soch Nayi
India’s first 200CC adventure motorcycle targeted at the The latest campaign for Hero Duet continued to challenge
young and thrill-seeking riding enthusiasts who seek a the status quo and motivated people to look beyond the
comfortable and capable riding companion for leisure as established, and encouraged them to think anew – ‘Ek
well as adventure excursions. It further strengthened the Soch Nayi’. The 360⁰ marketing campaign reached out to a
Company’s resolve to aggressively gain market share in the large audience across different platform. While Print media
higher engine capacity premium segment. delivered a 67 million reach, the TV campaign reached out to
136 million viewers. On the Digital media, Duet gained 172
million impressions and 28 million unique reach, and has 20
million views on YouTube, highest on the Hero Channel. This
was further supported by a nationwide mega OOH campaign
in 50+ cities and 800+ sites.


Sponsorship
Indian National U-17 football team
Continuing its belief in promoting sports, Hero MotoCorp
extended its support to the Indian U-17 football team, which
was to be their first-ever participation in a FIFA tournament.
The Company also organized a nationwide ‘Trophy
Experience’ tour, where fans had the opportunity to witness
the actual FIFA U-17 World Cup Winner’s Trophy in person.
The trophy was showcased at multiple Hero showrooms
across all host cities - Goa, Mumbai, Guwahati, Kolkata, New
Delhi and Kochi. The initiative garnered massive support
from over one lakh football fans flocking to Hero dealerships
to have a closer look at the trophy and cheer for the Indian
team.
The Company is the biggest supporter of football in the

country – being the main sponsor of both the men’s and
women’s national teams across age-groups, and also
through the title sponsorship of Hero ISL, Hero i-League and
the Hero Super Cup.
Hero Indian Open

#AskWhy The Company extended its more than a decade long support
for the Hero Indian Open by signing a new agreement to
The Company understood the importance of the digital remain as the tournament’s Title Sponsor.
media and launched a digital specific campaign leveragng
the power of asking ‘Why?’ Hero Pleasure, a brand having • Fourteen-time major winner Tiger Woods is Hero’s Global
resonated deeply with the audience for 10 years over the Corporate Partner
narrative of independence and mobility for women, and • Atletico Madrid Coach Diego Simeone is Hero’s Brand
a popular tag line – Why Should Boys Have All the Fun? Ambassador.
was also initiated. To celebrate the milestone decade, the
Company also launched the #AskWhy campaign showing YouTube Fanfest 2018
the incredible story of Bhakti Sharma, a world record holding The Xtreme 200R was the official sponsor for YouTube
swimmer, who knocked down every so-called gender rule. Fanfest 2018 (YTFF), a popular youth-based fest across
The Company did a unique content amplification plan and the country where fans meet their online YouTube idols in
roped in different categories of celebrities and influencers person.
who spoke about the film on twitter and other digital The Company collaborated with the rapper, Divine, and
platforms. multiple local rappers across the cities where YTFF was
conducted to create an anthem for Xtreme 200R, reciting the
As per afaqs.com, Bhakti Sharma’s film was ‘The Top 10 Most brand story. The final anthem was performed by the artists at
Watched Indian ads on YouTube in September 2017. The YTFF Mumbai.
campaign also created an impact of 173 million impressions
and 30 million unique reach.

Unleashing
the Power of
within

People are at the core of

everything, people are the
reason we win; it is because of
our people that we unleash our
power. To unleash the power
at HMCL, we use our Human
Resources’ strategy of ‘One
Hero’ to drive standardization,
performance, agility,
transparency and fairness in all
our initiatives.

Global Employer of Choice Culture of Recognition
The Company has an ambitious plan to be a Global Employer The year saw the launch of a digital recognition platform.
of Choice. In this journey, it has engaged with Great Place As an inclusive platform, it helped every achievement to be
to Work Research & Consultancy Services to design and celebrated across the organization.
implement the roadmap.
Employee Engagement
Future Ready Organisation Initiatives
With a focus on strengthening the leadership pipeline and Hero Quiz Club, Gyanotsav, Quiz, Learning sessions focused
succession planning, the year saw the Company focus on on women employees were some of the initiatives rolled-out
talent rotations and development. The Company continued by the Company to further create a stronger engagement.
to drive multiple programs like iLEAD, Emerging Leaders These were supplemented by multiple sports related
Program, Future Leaders Program, Women in Leadership for activities, including a participation in marathon run as well.
building leaders and professionals. These were in partnership As a major sponsor for a number of international sports
with several Ivy League Business schools across the globe events, the Company encouraged its employees to be a part
including Wharton, Harvard, Colombia, MIT, ISB, etc. of such events.

Hero Cares the CMD address, Functional Town Halls, Thoughts and
Conversation Series and Fire Side chats to ensure seamless
communication across the organization. The Company’s
For the past few years, Hero MotoCorp has encouraged its anonymous employee engagement App, ‘Hyphen - Be
employees to run for a cause as far as running in Marathon Heard at Work’ , continued to be a popular medium to stay
is concerned. The year saw over 500 Hero Marathoners connected with the people across the organization at all
participating in the Airtel Delhi Half Marathon. The fund levels. The leadership and HR teams travelled to various
raised from this marathon helped around 5000 children to go offices and locations and established a face to face dialogue.
back to school. The Company was recognized as the highest Furthermore, an open door policy continued to encourage
free flowing communication.
contributing corporate at the Airtel Delhi Half Marathon’
2017.
Awards and Recognition (HR)

Building strong teams • World HRD Congress’ Best Sales Development Program for
FY 2017-18 saw several functional and cross functional teams Hero selling skills certification program.
connecting in several outbound training programs. The focus • World HRD Congress’ Best Training Initiative for Automobile
of the training programs was on building stronger teams on for Hero Sales Academy
the foundation of collaboration, communication, respect, • The Saksham Sathi Award to the Gurugram Plant’s Skill
innovation, trust and shared ownership. Development initiative as per Apprentices Act, 1961
• Telecast by DD National about the Company’s tie-up
with Haryana Vishwakarma Skill University (HVSU) and
Communicating Effectively its Gurukul initiative to empower the youth including the
female student
With a belief of participative communication, the
Company continued to roll-out its multiple initiatives like

World’s # 1 two-wheeler
manufacturer, products
available in 37 countries,
manufacturing presence in
two continents, ambition
to become global employer
of choice. Hero MotoCorp
is truly a global corporation
with an Indian heart.

Unleashing
the Power of
One world,
One HERO Annual Report 2017-18 25
Global Sales international markets. In the Asian market, in Sri Lanka and
Nepal, the company launched the new Maestro Edge and
Riding on market-specific new launches in geographies Pleasure scooters, while the new HF Dawn was launched in
across Asia, Africa and South and Central America, Hero Bangladesh. In our South American markets, we launched
MotoCorp grew its volume sales by 12% in its Global Business the new Ignitor 125 and Eco 100.
Global Brand
(GB) in fiscal 2017-18.
With robust market demand driving growth in the Central
American Cluster (CAC) and Bangladesh, Hero MotoCorp We continued to engage in strategic brand building in our
clocked total sales of 204,484 units of motorcycles and key global markets. An important initiative to achieve this
scooters in its global markets during the year, compared to was participation in auto shows in key markets like the Nada
182,117 units in fiscal 2017. Auto Show in Nepal and the Istanbul Motor Show in Turkey.
Hero MotoCorp, which has rapidly expanded its global In Bangladesh, a new corporate campaign was launched
footprint to 37 countries around the world, also clocked 27% to establish Hero as a global brand in the country. We also
growth in its global motorcycle sales during FY’18. launched ‘Hero de Owner’ - the first organized finance
initiative in Nigeria. The ‘No Wahala No Kobo’ campaign
Manufacturing Excellence increased the adoption of Hero genuine parts amongst
Okada (taxi) riders in that country.
In FY18, the Company commenced commercial production
Product specific campaigns for Pleasure, Maestro Edge,
in Bangladesh, its second manufacturing facility at a global
Achiever, HF Deluxe, Dawn 205 and Ignitor were rolled out
location. The plant has an installed capacity of 150,000
in various priority markets such as Sri Lanka, Nepal, Nigeria,
units per annum. Our first manufacturing facility at a global
Kenya, Colombia, Central America and the Caribbean.
location – at Villa Rica, Colombia – has a capacity of 80,000
units per annum.
During FY ’18, Hero MotoCorp also commenced exports of
Building Strong partnerships
motorcycles and scooters from the plant in Colombia, to To enhance the brand entrenchment among global
Guatemala, El Salvador and Bolivia. This is in keeping with partners, dealers from Nepal and Sri Lanka were invited for
our strategic plan to make this facility an export hub to cater a visit to Hero’s state-of-the-art manufacturing plant, the
to the neighboring Andean countries in the region. ‘Garden Factory’ in Neemrana, India.
Similarly, select dealers, customers and media persons got
New Product Launches an opportunity to travel to Madrid to see Atletico Madrid
play Villa Real. The participants also met with the players
We continued to introduce youthful and technologically and their coach Diego Simeone – the legendary Argentinian
advanced new motorcycles and scooters in our footballer and Hero MotoCorp’s brand ambassador.
The Company’s Annual Global Distributors Convention was
held in February 2018 in New Delhi to coincide with the
Auto Expo 2018, enabling the partners to attend India’s
flagship automotive expo and also share best practices.

Unleashing
the Power of
SERVICE
At HMCL, customer service is

about day-in, day-out, ongoing,
never-ending, persevering
activity to ensure that our
customers are treated as
guests. It is etched in our
belief that people never forget
how you make them feel and
each employee at HMCL is
committed to go the extra
mile to make the customer feel
special.

Hero Joyride Cloud Telephony
True to its name – The Hero Joyride Program is a unique As one of the first touch points for the customer is usually the
first-of-its-kind after-sales service program. It is a Pan-India phone, the Company implemented a cloud telephony system
smartcard-based Annual Maintenance Program offered for across 900 dealerships to standardize telephonic interaction.
all Hero Vehicles by 6500+ Hero Authorised Service Centers. It enables recording of 100% calls at dealership and helps
Hero has successfully served over 1 million joyful customers understand the nuances of the customer conversations.
with this program. This offer entitles the members to enjoy Accordingly, training programs are created for the dealer
vast savings, while maintaining their Hero two-wheelers at network and this has led to an improvement in telephonic
authorised service centers. interactions between the dealership staff and consumers.
Joyride Carnival
To further up the customer satisfaction benchmark and
celebrate the success of Hero Joyride, HMCL launched
the ‘Joyride Carnival’ from February 25 to March 31 2018.
The customers enrolled under the program were offered
complementary washing and cleaning of their two-wheelers
at Hero authorized service centres.
Hero Happiness Score

The Company understands the importance of monitoring
and measuring as key to improve its decision making and
further improve customer satisfaction. The initiative captures
feedback from over 90,000 customers every month to
calculate the Happiness Score of all the dealerships. Based
on the score, the Company takes corrective measures and
implements them to ensure that the customers are happy.
Over 1 million
joyride members

Service in
60 minutes
Express Service
‘Service in 60 minutes’ – honouring the consumer’s time,
the Express Service ensures that a customer gets his/her
vehicle serviced within 60 minutes. To implement this, the
Company has specially designed a service process ensuring
high-quality servicing within a minimum time limit and at a
nominal rate, thus giving the customer a joyful experience.
Currently, over 30,000 Hero customers are availing this
service on a monthly basis. These numbers are a testimony to
the success of the scheme.
Hero Consumer App

In a digital world, ‘Hero Consumer App’ is helping to bring
convenience on the fingertips of the customer. With over
5 lakh downloads, the Application enables the consumers
to see Hero products, navigate channel partners, redeem
Good Life benefits, reach out to Hero team and book service
facilities. Over 1.6 Lakh consumers have availed service
booking facility using the Application.
Hero SURE
Supporting Hero and non-Hero customers to find the right
value for their products, the Company’s over 100 plus Hero
SURE counters provide a transparent process to create the
best exchange value for the customer.

Unleashing
the Power of
SHaring

CSR is an integral element of

HMCL’s corporate strategy.
The CSR strategy is not an
afterthought but an intrinsic
process in all planning across
the Company. With a clearly
defined vision, all CSR activities
aim to bring a positive impact on
its three key themes – Greener
(environment conservation),
Safer (promoting and inculcating
road safety practices) and
Equitable (empowerment
of young girls and women,
specially-abled individuals and
other under privileged sections
of society). The Company
encourages its employees
and their families to serve
as volunteers at many of its
initiatives.

Greener • The Company supported 20,727 households in 28
villages in Dehradun district in Uttarakhand to replace
incandescent light bulbs with LED lights. The village,
Happy Earth, a flagship programme under the Greener Misraas Patti, has the distinction of becoming India’s first
theme has a larger objective to bring about positive gram panchayat to be fully LED-powered with all houses
environmental changes to the planet and fight the twin having only LED Lamps. Through an all-inclusive program,
global threats - climate change and global warming. The key the Company has trained women and youth from each
projects under this programme include… village to make and repair LED lamps, hence making the
effort sustainable.
Project Hero Green Drive Impact
During the year, the Company planted over 4.4 Lakh Saving of 1.03 crore electricity units, annually besides
saplings in Delhi, Gurugram, Indore, Chandigarh, Palwal and appreciation from Uttarakhand Government
many other locations. The initiative focuses on survival of
saplings and trees and with almost 90% survival rate, it has • The Company set-up 6,265 solar street lights in more than
brought a significant increase in green cover in the above 200 villages across the country. These street lights have
mentioned locations. created a safe environment for the women and children.
Impact Impact
4.4 lakh saplings for FY18 and over 7 Lakh trees planted Benefits 3.9 lakh people; producing more than 220 MW of
so far. green energy, annually
Project Ankur Swachh Vidyalaya Abhiyan

The initiative aims to inculcate environmentally conscious During the year, the Company built around 387 toilets in 42
behaviour at a young age and encourage students to Government schools. With over 903 toilets in more than 105
join the initiative. Apart from being involved in planting government schools, the Company also focuses on regular
trees, the students are also encouraged to engage in upkeep and maintenance.
creating awareness about the benefits of plantation in their
respective network, thus starting a conscious thinking
process.
Impact
Safer
A student army of 10,000 Green Corps in 100 schools Ride Safe India (RSI) is the flagship programme under the
Safer theme. The key goal under the theme is to make India’s
Project Aarush roads safer and bring down the number of fatalities. Key
The initiative is aimed at encouraging alternative and eco- initiatives under RSI include…
friendly energy resources like LED lamps and solar energy.

Project Safe Ride solutions to educate girls. During the year, the Company
The Company manages seven traffic training parks across continued its established initiatives to make a difference to
the country that undertake two-wheeler riding training for its stakeholders and included..
school and college students besides general public. The
objective of these parks is primarily to address one of the Project Shiksha
root causes of road fatalities — which is driver’s error. The initiative aims to establish an enabling, encouraging
Impact and motivating educational environment at schools. It
Benefit to 50,000 people in FY18 and over 300,000 so far is a ground-up approach and seek to create the right
infrastructure to make learning an enjoyable process.
Project Catch Them Young The Company looks at various aspects like improving the
With Road Safety Clubs (RSC) in over 1,150 schools, the building itself, renovating classrooms and playgrounds,
Company has created a platform for constant engagement providing necessary furniture as well as basic resources
with children to sensitize them about road safety. like schoolbags, stationery and books, setting solar
Furthermore, to create influencers who can inspire their units within school premises, building libraries, science
peers to be conscious and responsible citizens, it supports and computer laboratories, etc. Beyond the brick-and-
2,200 Student Police Cadets (SPC), who propagate road mortar infrastructure, the Company ensures that teams
safety message and help in overall personality development of professionals constantly engage with these schools
and leadership building exercises. The Company has a Mobile to support weak children, provide career guidance and
Safety Van, which supports road-safety awareness activities conduct motivational workshops. The Company’s Samarth
of the clubs as well as the SPCs. centres ensure that girls do not drop out of schools due to
Impact community pressure and other socio-economic challenges
RSC in 1,150 schools; 2,200 SPCs that they face on an everyday basis.
Impact
Over 1.32 lakh students benefitted across six states in FY18.
Equitable
Hamari Pari, Educate to Empower (E²) and Enable are the
Company’s programmes to empower girls/young women
from the marginalized and underprivileged sections of the 1.32 lakh
society. students
The ‘Hamari Pari’ programme recognises and celebrates benefited
the enormous potential of each young girl to fulfil her
dreams of a brighter future. E² aims at finding long-term

Project Jeevika Other initiative
A livelihood initiative, Jeevika focuses on providing livelihood The Company provides prosthetic limbs to the needy ones
and skills training to youth, mainly girls and women from along with job-oriented livelihood training.
marginalized socio-economic backgrounds. The Company Impact
trains the youth to make them job ready as auto mechanics, Over 1,800 poor disabled individuals benefitted through
computer operators, tailors, beauticians and so on. surgery, artificial limbs and crutches.
Impact
Trained over 1,000 youth during the year; over 600 got
employed or became entrepreneurs Community Initiatives
Other Initiatives Beyond the key programmes of Greener, Safer and Equitable
During the year, the Company started two-wheeler world, Team Hero befriends an entire village community
technician courses with Swarna Bharat trust, CII and other under this project and assists them in all possible ways like
prestigious institutions to train people in world-class training health and hygiene, making them self-reliant, skilling etc.
facilities. Some of the initiatives include:
Honorable Vice President of India, Shri M. Venkaiah Naidu, Project Arogya

had inaugurated our skill centre at Hyderabad and Mr. Kamal The Company’s Mobile Medical Vans in four locations –
Nath (former Union Cabinet Minister) inaugurated our centre Delhi, Dharuhera in Haryana, Neemrana in Rajasthan and
at Chhindwara. Halol in Gujarat – and the Mobile Eye Check-up Van in Delhi
, benefitted more than 54,000 poor people. Supported by
Project Sakhi AIIMS, Delhi, the Company set-up a Satellite Vision centre
Project Sakhi, a unique initiative by HMCL to empower near its Dharuhera unit which is accessible to over 30 villages
women in India was launched in association with the police in the vicinity. Additionally, medical camps were organized
departments of seven states. The project empowers women for over 5,000 students in various government schools.
cops by providing them two-wheelers in order to increase
their independent mobility. Now empowered with 916 Winter Night Rescue Van
scooters and motorcycles of their own, the women cops The van runs across Delhi in winter and provide homeless
are confident about responding to more calls from women. people a warm and comfortable shelter at night.
This is also making the women in the area feel safe with the
presence of uniformed women officers, riding through the Towards making a model village
city. In due course, the project is also expected to encourage The Company’s positive interventions in education,
more women to join the police services. healthcare, environment and skilling of the inhabitants are
being consolidated in a rural village in Rewari district of
Project Ek Pahal Haryana to make a prototype of a model village and a smart
The initiative envisages training women in riding two- village. The Company hopes to showcase how to create an
wheelers and enabling independent mobility of women. The ecosystem in a village that can become a trailblazer for the
first training school for women was set-up in Sonipat,Haryana country in the future.
and now the training is available at nine women ITIs in
Haryana.
With the aim to create an inclusive environment, the Ek

Pahal programme encourages differently abled individuals
and attempts to achieve the idea of an equitable world.
The Company believes that one motivating story can create
a ripple effect of hope in thousands of others who might
have lost confidence or have low self-esteem. A number of
initiatives under this theme included…
Support to Para Athletes

The Company has been lending its support to para athletes.
This little support has gone a long way – it has ensured
that the country has had its largest-ever medal hauls at
Rio Paralympics 2016, World Para Athletics Championships
London 2017 and the Asian Youth Para Games 2017 in Dubai.

Outcomes, Impact And SRoI • Rated almost all projects above average
• Hamari Pari
The Company believes in measuring its CSR outreach - Have helped improving life skills of over 1,50,000 girls; they
programmes to assess the value-addition made by every shall fare better in personal as well as professional lives as
rupee invested in CSR. This helps the Company to not only compared to the counterparts who have not been part of
understand the success of the programme but further refine such programme/s
and fine-tune the programme for maximum impact. - Commend investments towards building /upgrading the
During the year, the Company conducted a study to get an permanent infrastructure of schools along with softer
approximate measure of the Social Return on Investments interventions around health and hygiene, environment
(SRoI). consciousness
- Rise in attendance percentage of all students, especially
young girls, at most of the beneficiary schools.
What the Company measures - Withdrawal of kids from private schools and then admitted
• Direct economic and social value to beneficiary to Hero WeCare supported government schools in some
• Value-addition to state and central Government’s objectives locations.
and programmes/schemes • Enable
• Increased productivity of beneficiaries - Support to para athletes have brought in national and
• Contribution towards sustainable development goals international laurels to the country.
(SDGs) • Environment
• Increased trust and loyalty of employees - More than 90% of the saplings planted in FY16 have
• Establishment of Hero MotoCorp as a socially and established strong roots and now can sustain themselves
environmentally conscious brand with minimal care.
- Over 25 villages have become 100% LED-lit villages and
The result almost 200 villages have solar street lights - a significant
• All programmes are promising and meeting their respective contribution towards national energy conservation mission.
objectives quite well.

Awards and
Recognition
in FY18
Appreciation by Government of Award by Navbharat - Best CSR

Uttarakhand for LED project Practices in Private Sector
Appreciation by Government of Manorama Dobriyal Sharma Award for

Uttarakhand for promoting grass contribution towards Women Health
root level sports in Uttarakhand and Sanitation in Uttarakhand
Appreciation by Paralympic
Committee of India for promoting ET Now CSR Leadership
para-athletes in the country Award – Hall of Fame
CSR Best Practices in Gurugram, an

award by Education Department, ET Now CSR Leadership
Government of Haryana Award – Road Safety
Bhamashah Samman 2016-17 – an

award by Education Department, ET Now CSR Leadership
Government of Rajasthan Award – Women Empowerment
Appreciation by Paralympic
Committee of India for promoting ET Now CSR Leadership Award –
para-athletes in the country CSR professional of the Year
Economic Times ET 2Good4Good

c ertification for corporate governance, Award for highest contributing
stakeholder management, strategy a nd company in Airtel Delhi Half Marathon
monitoring and evaluation in CSR 2018


financial
highlights
Sales (Nos. in lacs)
FY 2017-18 75.87
FY 2016-17 66.64
FY 2015-16 66.32
FY 2014-15 66.32
FY 2013-14 62.46
FY 2012-13 60.76
FY 2011-12 62.35
FY 2010-11 54.02
FY 2009-10 46.00
FY 2008-09 37.22
Total Net Income (` in crores)
FY 2017-18 33,398
FY 2016-17 31,394
FY 2015-16 31,123
FY 2014-15 28,078
FY 2013-14 25,722
FY 2012-13 24,166
FY 2011-12 23,944
FY 2010-11 19,688
FY 2009-10 16,099
FY 2008-09 12,565
Profit After Tax (` in crores)
FY 2017-18 3,697
FY 2016-17 3,377
FY 2015-16 3,160
FY 2014-15 2,386
FY 2013-14 2,109
FY 2012-13 2,118
FY 2011-12 2,378
FY 2010-11 1,928
FY 2009-10 2,232
FY 2008-09 1,282

EBITDA Margin (in %)
FY 2017-18 16.38
FY 2016-17 16.26
FY 2015-16 14.51
FY 2014-15 12.84
FY 2013-14 14.01
FY 2012-13 13.82
FY 2011-12 15.35
FY 2010-11 13.06
FY 2009-10 17.45
FY 2008-09 14.13
Prior to FY 2016-17 margins are calculated based on gross revenue (inclusive of excise duty on sale of goods)
Earning Per Share (in `)
FY 2017-18 185.14
FY 2016-17 169.12
FY 2015-16 158.26
FY 2014-15 119.46
FY 2013-14 105.61
FY 2012-13 106.07
FY 2011-12 119.09
FY 2010-11 96.54
FY 2009-10 111.77
FY 2008-09 64.19
Dividend Per Share (in `)
FY 2017-18 95
FY 2016-17 85
FY 2015-16 72
FY 2014-15 60
FY 2013-14 65
FY 2012-13 60
FY 2011-12 45
FY 2010-11 105
FY 2009-10 110
FY 2008-09 20
WORKING CAPITAL MANAGEMENT

Hero MotoCorp has always sought to efficiently use the various components of its working capital cycle. It
has also effectively controlled the receivables and inventories, enabling us to operate on a negative working
capital.
Key profitability metrics FY 2017-18 FY 2016-17
Return On Average Capital Employed 47.94 49.18
Return On Average Equity 33.80 35.65
Profit after Tax / Income from Operations 11.47 11.85
Profit before Tax/ Income from Operations 16.27 16.35
Operating Profit before Interest and Tax / Income from Operations 16.38 16.26
Operating Profit before Tax / Income from Operations 14.66 14.53
Ratios FY 2017-18 FY 2016-17

Inventory Period (in days) 10.14 10.18
Inventory and Receivable Conversion Period (in days) 24.65 26.97
Cash Cycle (18.76) (20.92)
Current Ratio 0.75 0.71
Acid Test Ratio 0.56 0.55

board of
directors
MR. PAWAN MUNJAL

Chairman, Managing Director & CEO
Mr. Pawan Munjal has consistently demonstrated a visionary

leadership skill and has emerged as one of India’s highly-
respected business leaders. Even in a highly-competitive and
volatile market, he has not only guided Hero MotoCorp in
consolidating its leadership status, but also helped expand its
global footprint across continents. Under his able leadership,
Hero MotoCorp achieved the coveted title of world’s No. 1
two-wheeler Company (in terms of volume of sales by a single
company in a calendar year) in 2001 and has successfully
retained this position till date. The Company was awarded the
title of ‘Indian MNC of the Year’ by the All India Management
Association (AIMA) in 2017.
Mr. Munjal has led Hero MotoCorp to command a dominant

share in the domestic motorcycle market in India and under
his leadership, the Company has expanded its presence in 37
countries across Asia, Africa, Central and South America.
MR. SUMAN KANT MUNJAL

Non-Executive Director
Mr. Suman Kant Munjal was appointed as an Additional

Director on the Board on July 29, 2010. At present, he is
the Managing Director of Rockman Industries Ltd., one of
the leading suppliers of aluminium die casting, machined
and painted assemblies to Hero Moto Corp Ltd. A graduate
in Commerce, he possesses rich experience and expertise
in business management. Over the years, he has been
instrumental in elevating Rockman Industries Ltd. to its current
status.
Years of experience and expertise have led Mr. Munjal to earn a

place at the Boards of various companies.

MS. SHOBANA KAMINENI

Non-Executive and Independent Director
Ms. Shobana Kamineni is the Executive Vice Chairperson of Apollo Hospitals Enterprise
Limited, the pioneer of private healthcare in India.
She heads the Apollo Pharmacy, India’s largest pharmacy chain and is the founder and
Whole time Director on the Board of Apollo Munich Health Insurance. Ms. Kamineni
championed the creation and Incubation of a Biobank – a catalogued library of ethically
consented, anonymised bio-samples.
An Independent Director on the boards of Blue Star Limited and Hero MotoCorp, she
serves as Vice-Chairperson of the KEI Group. Getting elected as the first woman President
of CII for the year 2017-18, has been another major feather in her cap. In 2018, she was
invited by the Indian Ministry of Corporate Affairs to become one of the members of the
National Foundation for Corporate Governance (NGFC) Trust. Ms. Kamineni has been a
recipient of prestigious national awards for Entrepreneurship and Leadership. The Women
Economic Forum has conferred upon her, the award of ‘Businesswomen of the Decade’ in
recognition of her work in the healthcare domain and empowerment of women. She has
also been conferred an Honorary Doctorate Degree of Science by the prestigious Bryant
University, USA, in recognition of her life’s work in healthcare & pharmaceuticals, and her
leadership role in business expansion in India.
MR. VIKRAM S. KASBEKAR

Executive Director-Operations (Plants)
Mr. Vikram S. Kasbekar is responsible for operations, catering

to the domestic, exports and after sales market demand. He
has been a part of the Company for close to 14 years and has
significantly contributed to its growth.
Mr. Kasbekar brings over four decades of experience in

the field of operations, supply chain, manufacturing and
project engineering. A stint at Birla Copper as Business Head
introduced him to the copper business and the business turned
profitable during his tenure. He is also an active member of CII
northern region council.
MR. PRADEEP DINODIA

Mr. Pradeep Dinodia was appointed as a Director on the

Board on March 31, 2001 in the category of Non-Executive
and Independent Director. Mr. Dinodia is a fellow member
of the Institute of Chartered Accountants of India (ICAI).
Chairman and Managing Partner in the Delhi-based
Chartered Accountancy firm – M/s. S.R. Dinodia and Co. LLP.
He has an extensive experience in corporate affairs, and allied
legal and taxation matters.

MR. RAVI NATH
Mr. Ravi Nath was appointed as Non-Executive and Independent

Director effective October 14, 2009. Mr. Nath, aged 72, is an Advocate
of Supreme Court of India and a Partner of one of India’s leading legal
firms, Rajinder Narain & Co., also called RNC Legal. He studied B. Com.
(Hons.) and LLB at Delhi University, International and Comparative
Laws at King’s College, London and PIL at Harvard. He apprenticed at
Sinclair Rocheand Temperley Solicitors, London and brings with him
a rich and specialised experience of more than 40 years in Corporate
and Commercial law, Asset Finance and Cross-Border issues. Time and
again, he has been recognised by Euro money and others as a leading
Lawyer in Mergers & Acquisitions and Aviation Laws. He has also been
listed in Who’s Who and Legal 500. The Bar Association of India has
conferred its highest honour on him.
MR. PAUL B. EDGERLEY

Mr. Paul B. Edgerley was appointed as an Additional Director on the Board of

the Company on May 4, 2011 in the category of Non-Executive Director. On
the recommendation of the Nomination & Remuneration Committee, he was
also appointed as Non-Executive and Independent Director of the Company,
w.e.f., May 5, 2016. Mr. Edgerley is currently the Senior Advisor of Bain Capital
and Managing Director of Vant Edge Partners, a private investment firm. Right
from 1990 through March 2016, Mr. Edgerley was the Managing Director of
Bain Capital. Prior to joining Bain Capital in1988, Mr. Edgerley spent five years
at Bain & Company where he worked as consultant and a manager in the
healthcare, information services, retail and automobile industries. Previously,
he was a Certified Public Accountant with Peat Marwick Mitchell & Company.
He is currently on the board of Sensata Technologies, APEX Tool Group, and TI
Fluid Systems Plc. Mr. Edgerley is also a member of the Kansas State University
Foundation, The Shamrock Foundation and serves on the board of Year Up.
He did an MBA with distinction from Harvard Business School and a BS from
Kansas State University. The gentleman brings with him a rich experience in the
field of finance and administration.
DR. ANAND C. BURMAN

Dr. Anand C. Burman was appointed as Non-Executive and

Independent director on the board of the Company on January
13, 2010. He is an eminent industrialist with particular interests
in the areas of research and development in Pharmaceutical
Sciences, Biotechnology and Technology. Dr. Burman has a
Doctorate in Pharmaceutical Chemistry from the University
of Kansas, USA. He is currently the Chairman of Dabur India
Limited and also a member of the Council of Governors at
Birkbeck College, University of London.

MR. M. DAMODARAN
Mr. M. Damodaran is a retired IAS officer. Currently, he serves as a governance consultant,

advisor, mentor and coach, with various state governments and the Central government.
He also works with regulatory bodies, investment institutions, banks, development
financial institutions and the private sector. He has headed the highly successful
restructuring efforts at Unit Trust of India (UTI) and Industrial Development Bank of India
(IDBI). In addition, he has chaired the Securities and Exchange Board of India (SEBI).
During his tenure at SEBI, he was elected as the Chairman of the EMC of the International
Organisation of Securities Commission (IOSCO). In the past, he has also led the
Government of India (GoI) appointed task force for setting up the Resolution Corporation
of India and chaired high-powered committees of the Government of India, Reserve
Bank of India (RBI) and FICCI. He has won several awards for governance, leadership and
transformation. Currently, he sits on the Boards of some of India’s biggest companies
and is on the Advisory Boards of some foreign entities. He is the founder Chairman of
Indian Institute of Management (IIM), Tiruchirappalli. He graduated with distinction in
Economics and Law from the Universities of Madras and Delhi, respectively. He is widely
acknowledged as one of India’s foremost champions of corporate governance and is
passionate about improving the board’s performance.
DR. PRITAM SINGH

Dr. Pritam Singh was appointed as an Additional Director in the

category of Non-Executive and Independent director on the Board
of the Company on September 28, 2004. In his career span, he has
authored about ten academically reputed books and over 80 research
papers. He is a globally sought after speaker and has addressed various
Indian and global audiences including the Chambers of Commerce in
various countries, notably Holland, France, Germany, Greece, Russia,
UK, USA, Thailand, Mauritius, Egypt, etc. Dr. Singh is one of the pioneers
of Management Education in India and has devoted his life to the
development of Management Education in the country and abroad.
For his immense contribution to the field, Dr. Singh was garnered the
Padama Shri Award in 2003. In December 2006, MIRBIS the leading
management school in Moscow, honoured him with the title ‘Global
Thought Leader’ in 2006-2007. He is not only the first Indian, but also
the first Asian to have walked on this global hall of fame. Dr. Singh
has also graced several government committees as a distinguished
member.
GEN (RETD) V.P. MALIK

Gen. V.P. Malik was appointed as Non-Executive and

Independent director on the Board of the company on May
4, 2001. He retired as the chief of Indian Army in September,
2000. During his 41 years long distinguished military career, he
received several awards including the Ati Vishisht Seva Medal
(AVSM) and the Param Vishisht Seva Medal (PVSM), the highest
National award for a distinguished military service.

Leadership team
SANJAY BHAN RAJAT BHARGAVA ASHOK BHASIN

Head - Sales & After Sales Head - Strategy & Performance Head of Digitization
Transformation And Global
Business
MARKUS BRAUNSPERGER NIRANJAN GUPTA NEERJA SHARMA

Chief Technology Officer Chief Financial Officer Company Secretary &
Chief Compliance Officer
MALO LE MASSON VIJAY SETHI NEERAJ MATHUR

Head - Global Product Chief Information Officer, Head - Strategic
Planning Head CSR & Chief Human Sourcing & Supply Chain
Resources Officer

Committee DETAILS
AUDIT COMMITTEE CORPORATE SOCIAL

MR. PRADEEP DINODIA RESPONSIBILITY
Chairman COMMITTEE
MR. M. DAMODARAN MR. PAWAN MUNJAL
Member Chairman
DR. PRITAM SINGH MR. PRADEEP DINODIA
Member Member
GEN. (RETD.) V. P. MALIK GEN. (RETD.) V. P. MALIK
Member Member
STAKEHOLDERS’
RISK MANAGEMENT
RELATIONSHIP COMMITTEE
COMMITTEE
DR. PRITAM SINGH
Chairman MR. M. DAMODARAN
Chairman
MR. M. DAMODARAN
Member MR. PRADEEP DINODIA
Member
MR. RAVI NATH
Member MR. RAVI NATH
Member
NOMINATION AND
REMUNERATION COMMITTEE
GEN. (RETD.) V. P. MALIK
Chairman
MR. PRADEEP DINODIA

Member
MR. RAVI NATH

Member

Global Prominence
and scale
Asia
Bangladesh India Myanmar nepal srilanka
Africa & The Middle East
angola burkina faso democratic egypt ethiopia ghana

republic of
congo
guinea iran ivory coast kenya liberia madagaskar
mozambique nigeria tanzania turkey uganda united arab

emirates

Americas
argentina bolivia colombia costa rica dominican ecuador

republic
el salvador guatemala Guyana honduras nicaragua panama
peru Trinidad
and Tobago
# Upcoming plant with 150,000 units per annum initial capacity
Global Facilities
LOCATIONS CAPACITY
Gurgaon, Haryana 2.1 mn units per annum
Dharuhera, Haryana 2.1 mn units per annum
Haridwar, Uttarakhand 2.7 mn units per annum
Neemrana, Rajasthan 1.1 mn units per annum
Vadodara, Gujarat 1.2 mn units per annum^
Villa Rica, Colombia 0.08 mn units per annum
Jessore, Bangladesh 0.12 mn units per annum
Global Parts Centre (GPC), Neemrana, Rajasthan
Centre of Innovation and Technology (CIT) Jaipur, Rajasthan
^ Capacity to be ramped up to 1.2 Mn units per annum

Management
Discussion &
Analysis
Economic
Overview
The global economy made robust
strides in 2017. The International
Monetary Fund (IMF) pegged the
growth rate for Calendar Year 2017
(CY17) at 3.8% from 3.2% the year
before. The fundamental factors
continued to strengthen during
the year, further building upon the
momentum as witnessed towards
the end of 2016. Importantly,
the growth was widespread with
almost two-thirds of countries
world-wide posting better numbers
for CY17. A marked recovery was
also witnessed in commodities,
with crude oil prices surging to
about $70 mark from a sub-$50
mark at the beginning of 2017. The
benchmark LME Index (reflecting
the price movement of six base
metals) on the London Metal
Exchange moved from around
2,800 to over 3,200 during the year.

South East Asia including India The growth in real per capita output in 2017 was 5.40%, in
The region grew at a steady pace backed by strong perfor- comparison to 5.70% in 2016. However, these numbers are
mances from India, Bangladesh and Nepal. According to pegged to rise to 6.00% and 6.40% in years 2018 and 2019
IMF estimates, India grew at a healthy pace of 6.7% in FY18, respectively.
tad slow as compared to the 7.1% in FY17. Considering the India Per Capita Output & GDP (%)
transient impact of structural reforms and initiatives such
as demonetisation, implementation of goods and services 7.80
2019E 6.40
tax (GST), Real Estate (Regulation and Development) Act,
Insolvency and Bankruptcy Code, etc., the country’s GDP 2018E 7.40
growth rate is slated to rebound and sustain over coming 6.00
years. Government’s recapitalisation of nationalised banks, 2017 6.70
5.40
increased push across infrastructure (road, power and financ-
ing etc.), forecast of a good monsoon, further strengthening 2016 7.10
5.70
of the rural economy aided by higher support price (MSP)
on crops and increasing private investments – all these steps 2015 8.20
6.80
augur well for a broad-based recovery. IMF has predicted the
2014 7.40
country’s growth to reach 7.4% in 2018 and 7.8% in 2019. 6.00
2013 6.40
5.00
India GDP (%)
2012 5.50
4.10
2019E 7.80 6.60
2011 5.20
2018E 7.40
2010 10.30
2017 6.70 8.70
2016 7.10 Real Per Capita Output (%) India GDP (%)
2015 8.20
Source: IMF’s World Economic Outlook, April 2018
2014 7.40
2013 6.40
Among other notable developments in South Asia, Nepal
2012 5.50 staged a strong recovery to post a growth rate of 7.5% as
2011 6.60 against 0.4% in the previous year while Bangladesh record-
2010 10.30 ed a GDP growth rate of 7.1%. However, at 3.1%, Sri Lanka
recorded its lowest growth since 2001 as agriculture took a
India GDP (%)
major blow from repeated floods and droughts while tight
Source: IMF’s World Economic Outlook, April 2018 monetary and fiscal policies crippled demand.

South East Asia GDP (%) Sub Saharan Africa GDP (%)
4.50
7.00 3.70
2019E 4.00
7.80 2019E
3.40
2018E
4.00 2.80
2018E 7.00
5.00 2017
7.40 1.40
2016
3.40
3.10
7.10 2015
2017 7.50 5.10
6.70 2014
5.30
2013
4.50 4.40
2016 7.20
0.40 2012
7.10 5.10
2011
7.00
5.00
6.80 2010
2015 3.30 Sub Saharan Africa GDP (%)
8.20
Source: IMF’s World Economic Outlook, April 2018
5.00
6.30
2014 6.00
7.40
Latin America
3.40 According to IMF’s estimates, Latin America and the Caribbe-
2013 6.00 an raced to a positive growth rate of 1.3% for CY17 as com-
4.10
6.40 pared to a decline of 0.7% in CY16. The recovery was broad
based across the region. Mexico, Central America and parts
9.10 of the Caribbean benefitted from stronger growth in the
2012 6.30 United States. In South America, growth was mainly driven
4.80
5.50 by countries such as Brazil and Argentina. Also, rising crude
oil prices helped oil dependent countries such as Venezuela
8.40 recover from last year’s negative economic growth territory.
2011 6.50
3.40
6.60
8.00 Latin America and the Caribbean GDP (%)

6.00
2010 4.80
10.30
2019E 2.80
India GDP (%) Nepal GDP (%) Bangladesh GDP (%) Srilanka GDP (%) 2018E 2.00
Source: IMF’s World Economic Outlook, April 2018 2017 1.30
2016 (0.60)
Sub-Saharan Africa
2015 0.30
The IMF pegged the growth rate of the Sub-Saharan Africa
at 2.8% for CY17. The pickup in growth during the year 2014 1.30
was on back of a more supportive external environment 2013 2.90
including stronger global growth, higher commodity prices
and favourable financing conditions. All these factors have 2012 2.90
helped economies including Kenya, Nigeria and Senegal to 2011 4.60
see a higher volume of capital inflows. The major economies
of the region – Nigeria, Angola and South Africa, have shown 2010 6.10
modest recoveries. However, other mid-sized economies like Latin America and the Caribbean GDP (%)
Tanzania, Ghana and Ivory Coast, etc. are growing steadily at
over 5%, helping the entire region post 2.8% growth. Source: IMF’s World Economic Outlook, April 2018

Industry
Review
India
The Indian two-wheeler
industry rallied back
to showcase a stellar
performance in FY18. Buoyed
by a good monsoon season,
continuing soft interest
regime and government’s
continuous investment to
ramp up infrastructure, the
industry grew at a healthy clip
of 15% while also crossing the
2 crore unit milestone, for the
first time ever, in FY18.

Two-Wheelers Domestic Sales Trend

(Units in ‘000)
2017-18 20193
2016-17 17590
2015-16 16456
2014-15 15976
2013-14 14807
Two Wheelers Domestic Sales Trend (Units in ‘000)
Source: SIAM
With sales of 1.26 crore units in FY18, the Motorcycle

category dominated the two-wheeler industry, accounting
for over 66% of the overall unit sales. The Scooter segment
grew by a robust 21% and closed the year with sales of 67
lakh units, accounting for 33% of the two-wheeler industry.
Exports
Automobile exports from India increased at a healthy rate of
16.12%. The two and three wheeler exports however jumped
over 20% in FY18. India exported over 28 lakh two-wheelers,
recording a growth of 20.29% over FY17.
Two-Wheelers Exports Trend (Units in ‘000)
2017-18 2815
2016-17 2340
2015-16 2483
2014-15 2457
2013-14 2084
Two Wheelers Exports Trend (Units in ‘000)
Source: SIAM

Operational
Performance
As a market leader in the
two-wheeler categories, Hero
MotoCorp (HMCL) continued
to innovate, showcase and
launch new products and
expand dealer network with
the objective to increase
overall market share. Further,
it was a milestone year for the
Company as it achieved 73.6
lakh two-wheeler despatches
in domestic market, a growth
of 14% over last year.

Beyond the product, the Company continued its corporate

brand building exercise through sponsorship and promoting
sports. The Company is now the biggest supporter of football
in the country, being the main sponsor of both the men’s and
women’s national teams across age-groups and also through
the title sponsorship of Hero ISL, Hero i-League and the
Hero Super Cup. Football is a rapidly growing sport in India,
particularly among the youth population and the Company
believes that it is a matter of just a few years before the game
becomes the chosen sport for millions of young Indians.
Beyond football, the Company continued to support other
sports like Golf where it extended the title sponsorship of the
Hero India Open.
Sustainable Sourcing
With the paradigm shift expected in the auto industry
For HMCL, FY18 was a year of product launches, multiple including electric vehicles, digitization, focus sustainability,
initiatives, focus on digitalization for higher efficiencies and shift to more efficient engines and changing regulations, the
high energy marketing campaigns, both in the traditional Company expects a transformation in the industry. Hence,
and digital space. there was an immediate need to support and build a strong
and robust eco-system across the entire supply chain. This
To strengthen its presence in the Premium segment, the will help the Company’s supply chain partners to be ready to
Company is all set to launch the Xtreme 200R, a premium meet these challenges and help the Company in its objective
commuter motorcycle, and XPulse, an adventure bike, to deliver the best in class products to the customers
showcased during the Auto Expo 2018. During the Expo, the
Company also introduced products in the fast growing 125cc In the entire supply chain, the Company understands the
scooter segment - ‘Maestro Edge 125’ and ‘Duet 125’. Beyond vital role played by the Tier 2 suppliers and also recognizes
these, the Company launched multiple product extensions the low support given to these important stakeholders
of its popular brands including the new Passion PRO, Passion by Tier 1 and the OEMs. To correct this misalignment, the
XPRO and Super Splendor. year saw a program to upgrade the Tier 2 partners with 52
suppliers in phase 1 along with ACMA and engaged both
The Company launched multiple initiatives across all Tier 1 and Tier 2 to set the foundation right and create an
segments including ‘Hero Sure’ in the replacement market inclusive culture. Further, the Company continued to engage
and ‘Showroom on Wheels’ for the Scooter category. The with its key suppliers to strengthen their new product
former will help to tap the huge potential in the replacement development organization and capability using APQP
market by facilitating exchange of used-two wheelers (Advance Product Quality Planning). More than 300 people
through a transparent process that creates best exchange have been trained on these methodologies.
value for the customer. A unique initiative, the ‘Showroom
on Wheels’ created stronger recall for the scooter brand as Automation is the need of the hour and the Company is
it brought the product to the customer’s door-step. The encouraging and supporting its suppliers to move to full
experience was further aided with innovative technological automation, wherever appropriate. With manufacturing
experience like LED sling shot, Digital wall, etc. plants in Bangladesh and Colombia, it is expanding its
international supplier base and yet retaining the glocal
For the end-customers and dealer community, the Company flavour of its supply chain. The Company undertook multiple
introduced various initiatives to actively engage with its initiatives in this area including Zero Defect incoming
stakeholders. These included the ‘Hero Happiness Score’, Quality initiatives, IPQS and MQS surveys and various quality
a unique initiative to capture feedback of over 90,000 initiatives. The Company’s cost optimization program, LEAP
customers on a monthly basis, ‘Hero Joyride’ program to has completed over 5 years. Other than controlling costs,
provide quality service at reasonable cost and expanded the initiative enabled enhancing design optimization, cost
its ‘Hero Express Service’ footprint across the country. optimization, operations, logistics and the global part centre
These initiatives further upped the benchmark in customer operations.
engagement. Within 400 days, the Hero Joyride program
has seen enrolment of over 1.1 million customers.The Hero Spare Parts
Express Service which commits to service the customer’s The Company believes strongly that the Hero Genuine Parts
vehicle within 60 minutes, has seen over 30,000 customers (HGP) business helps in increasing the overall customer
availing the service every month and helped the Company to experience and more importantly reduce the total cost of
garner incremental revenue. ownership of a two-wheeler.

FY18 growth (%)
GST will be favourable for the Company as its implementa-
tion is expected to weed out the spurious and unscrupulous
vendors in the largely unorganized spare parts market. The Overall Two Wheelers 15
Company has been relentless in its initiatives to build the
Scooters 20
HGP brand via offline and digital medium, connect with its
key stakeholders, increase its distribution network, offer Motorcycles 14
innovative marketing schemes and influencer management Mopeds (3)
program called - Asli Hero, expand the Global Parts Centre
and introduce a priority supply system to arrest Vehicle off FY18 growth (%)
Roads at the point of origination.

Source: SIAM
Other Initiatives
leadership with a total market share of 60%. Volumes in the
The Company continued its brand building strategy and
Deluxe segment grew by 9% and the Company continued
FY18 saw the Company associating with various important
to stand tall with a 69% market share in that segment. In
sporting events across the globe including Hockey World
the Premium segment, however, the Company lost market
League, London; AAMSO Golf Tournament, Scotland; Hero
share. To address the situation in this segment, Company has
Cup (Sri Lanka vs Zimbabwe); Caribbean Premier League;
planned new launches for the coming year.
India’s tour of Sri Lanka; Hero World Challenge, Bahamas;
Hero Asia Cup, Bangladesh; British Masters and the Nidahas
The Scooter business saw a volume growth of 12% and
Trophy… to name a few.
clocked 8.8 lakh units for FY18. While the Company grew its
volume, it saw its market share slip in the segment to 13.2%.
Sales Volume Growth – India
The new launches of the 125cc scooters and growth in the
The Motorcycle segment delivered sales volume at 65 lakh
market share after the launch of the refreshes should help
units, a growth of 14% over FY17. The Company saw its
HMCL grow its market share in the segment. Some of this
market share further strengthen to z51.50%, a gain of 40
strength was visible in the performance in the segment in
bps on its already strong position over last year. In the Entry
H2 when HMCL’s scooter performance grew ahead of the
segment, the Company volumes grew a robust 33%, further
market on the back of 3600 activation, advertisements and
increasing its market share by 5% to fortify its segment
management focus.

Global Business in Africa. The Company now has a presence in Nigeria, the
The Company’s products are available in over 37 countries largest West African market and other African nations. While
across the globe. With a plant each in Bangladesh and it saw a flat growth in Nigeria, it posted stable volume growth
Colombia, the Company is steadily strengthening its global in other African markets.
presence. FY18 was a further step ahead in creating what
will be a true Indian MNC. The year saw the Company The Company continued to ramp up its brand presence
commencing commercial production in Bangladesh and was in various markets in the region and rolled out multiple
ready to offer more options to all the markets in the region. campaign including the ‘Hero de Owner’ – the first organized
The Colombian plant is currently operating at a production finance campaign and ‘No Wahala No Kobo’ – a campaign to
capacity of 80,000 units per annum and will be expanded to increase brand consideration and preference amongst Okada
produce to 150,000 units annually in the next phase. riders in Nigeria.
South Asia Middle East

The Company has a presence in key South Asian markets Like in India, the year saw multiple markets in Middle East
including Bangladesh, Nepal and Sri Lanka. The markets like Turkey and Iran moving to the stricter Euro IV emission
witnessed structural changes like a trend towards premium norms. This impacted the Company’s performance in key
models in all the three markets and Scooters becoming markets like Turkey and Iran.
the favoured mode of transport in the markets of Sri Lanka
and Nepal. FY18 was a mixed bag for the Company as sales Latin America
volumes grew by a whopping 70% in Bangladesh aided by The year proved to be a mixed bag. While the business grew
local manufacture, posted a flat growth in Sri Lanka and in excess of 20% in key markets like Argentina and Central
declined in Nepal. American and Caribbean (CAC), it saw a decline of 13% in the
Colombian market. Other Latam markets also saw either flat
The Company created a campaign in the region to highlight or marginal growth for FY18. The Company organized a visit
its 5-year warranty and launched the new corporate to Madrid for select dealers, customers and media personnel
campaign in Bangladesh to establish Hero as a global brand from Latin America. The visitors not only watched Atletico
in the country. Also, the year saw the Company launching 2 de Madrid play Villa Real but also interacted with the players
new scooters– Maestro Edge and Pleasure during the Nada and their coach Diego Simeone, who is the HMCL’s brand
Auto Show in Nepal. ambassador in Latin America.
Africa
FY18 saw the Company continue its focus on improving
customer reach, awareness and advocacy in its key markets

Financial
Review
During the year under review,
the Company posted record sales
numbers for the year and achieved
the distinction of being the first
ever global two-wheeler Company
to record 7.59 million unit sales
in a year. With a revenue from
operations (net of excise duty)
of ` 32,230.49 crores for FY18,
the Company grew by 13.1% as
compared to ` 28,500.46 crores for
FY17. The Company posted a profit
after tax (PAT) of ` 3,697.36 crores
up by 8.7% as against ` 3377.12
crores for the previous year. EBIDTA
margin at 16.4% for the year was
marginally higher than 16.3% for
the previous year. The details of
internal control systems and their
adequacy have been provided in
the Board’s Report.

Risk
Management
In the dynamically evolving
competitive landscape of
today, companies that manage
their risks effectively will grow
sustainably. HMCL deploys
a holistic Enterprise Risk
Management (ERM) framework
that seeks to identify, monitor
and mitigate a host of risks.

The comprehensive ERM framework covers strategic,
external, financial, regulatory and operational risks. The
Company’s Risk Management Committee undertakes
periodic review of the risk landscape, efficacy of mitigation
Monitoring Identification strategies and progress on implementation of various such
measures.
Competitive Landscape
The two-wheeler market primarily comprises of motorcycle
and scooter segments. In the motorcycle segment, the
Mitigation Analysis industry is further structured into the entry, deluxe,
performance segments. Contributions of these varied
segments keep altering with the evolving customer
preferences and competitive market offerings. Entry of new
players into the market or even a specific segment poses the
risk of altering market share and/or profit margins.
Treatment Evaluation
The Company continues to sustain its market leadership
with intensified customer connect, superior brand salience,
frequent refresh and upgrade of existing products, launch
of new products, superior customer service and extended
warranty, etc. The Company endeavours to gain entry into

unrepresented or under-represented segments with a slew

of technologically advanced products and perceptually
differentiated service offerings. The Company continued its
volume leadership by becoming the world’s largest two-
wheeler Company in FY18, a feat repeated for a record 16
times in a row.
Customer Preferences
Evolving customers’ preferences, higher disposable incomes,
increasing urbanisation and infrastructure turnaround may
lead to structural and segmental shifts in the two-wheeler
industry. Rapid growth of Scooter and Premium motorcycle
in the industry are led by the emergence of women buyers
and millennials.
HMCL is addressing these structural shifts with its new

product pipeline. It is also making its processes, capacities
and plants agile and lean to adapt to the changing
scenario with swiftness, through closer inter-departmental
collaboration.
Regulatory Changes
Regulatory changes, when countered unprepared or under-
prepared, may adversely impact the Company’s business
prospects.
As an R&D focussed company with significant prowess and

investments in technology, HMCL proactively addresses the
concerns facing the industry. Passenger safety, vehicular
emission, fuel efficiency and green vehicles are the broad
themes that the Company continues to stay focussed on.
Economic Risks
Any adverse slide in the economic growth of the Company’s
operating markets may negatively impact its business.
HMCL continues to diversify its business offerings and

presence across a wide segment of customer class as well as
geographic regions globally.

Human
Resource
HMCL treats human capital as
the key enabler of its business
objectives. As a people-centric
Company, it deploys a 360 degree
approach to attract, train, retain
and upskill talent. The Company
furthered its Human Resources
strategy of ‘One Hero’ to drive
standardization, performance,
agility, transparency and
fairness in all its initiatives. As
on 31.03.2018, the Company
employed over 8,000 people.

Succession and leadership Development

As HMCL entered the fourth year of its annual Talent review Leadership) in partnership with several Ivy League Business
exercise, it saw focus on rotating talent across functions / schools across the globe including the Wharton School, the
verticals to provide a holistic organization view and to make Wharton, Harvard, Colombia, MIT, ISB, etc. The Company
them future ready. The Company successfully entered the has created a number of developmental opportunities for
second year of its flagship HR programs (iLEAD, Emerging building leaders and professionals under these initiatives.
Leaders Program, Future Leaders Program, Women in
Diversity and Inclusion

The Company’s consistent focus, bold decisions and continued with present 160 women on shop floor at different
initiatives on diversity and inclusion over last three years has locations. The year saw continuous engagement with women
enabled a three-fold rise in women staff numbers. Journey across different functions and this helped the Company to
under Project Tejaswani (introducing women@shopfloor) further improve its women employee friendly policies.

Turning on the Spotlight
During the year, the Company launched ‘Achievers’, a
digital recognition platform to drive and sustain culture
of recognition. An integrated platform covering the entire
employee life cycle, it was driven by peers and supported
by leaders at all levels. This ensured that every achievement
was celebrated across the organization.
Engaging Future Talent

The Hero Campus Challenge (THCC) is our attempt to let the
students get a peek into what goes on inside Hero and be a
part of it by working on challenges we look at, on a day to
day basis. The program has been growing year on year and
has made a name for itself across the country. THCC is driven
through an Open Innovation platform and offers a chance
for the students to exhibit their problem solving abilities,
business acumen, analytical skills, technical knowledge and
creative thinking being put to use with the world’s largest
2-wheeler manufacturer.
Season 3 of THCC received registration from 3000+ teams,

9000+ participants from 100 B Schools and Engineering
colleges across the country this year. The participating
students not only gained knowledge about Hero but also
gained knowledge about the industry and the positive
impact we have on so many consumers. The top students
also got a chance to interview with Hero for relevant
positions.
Digitization
Digitization efforts continued this year with enhancement
of mySuccess platform, the Company’s integrated talent
management suite. The platform seeks to enable associates,
managers/leaders and the organization to take people
decisions driven by real time data. Most of the employee
related activities are now available on Hero Employee App.
To streamline the management of contingent workforce,
a Contingent Workforce Management System was
implemented and all the processes related to the
management of workforce have now been automated.

Information
Technology
The year was a dynamic and
eventful year with multiple new
initiatives including enhancement
of the existing systems to meet
regulatory or other organizational
requirements, introduction of new
systems, piloting of technologies
like IoT (Internet of Things), AR
/ VR (Augmented Reality and
Virtual Reality), exploring areas like
Block Chain, Machine Learning,
etc. The year also saw Company’s
continued focus on strengthening
its information security and
compliance landscape and on
enhancing skills of team and the
users.

Some of the key initiatives which were taken during the year EMF
are listed below: The e-Material Flow, a concept for planning and controlling
material flow across the supply chain based on JIT principle,
Transition to GST was extended to Gurgaon plant. Apart from that, JIT helps
The Company implemented the GST and configured the achieve almost zero inventory and subsequently, reduced
system with the e-Way bill. inventory carrying cost.
Hero Connect The Company got re-certified with the information security
The Company’s Dealer Management System, an application standard ISO 27001: 2013.
used by its channel partners to ensure centralized processes,
was extended during the year to around 500 Authorized Setting up of COEs (Centre of Expertise): During the year,
Service Centres (ASCs). the Company set up 4 COEs - IoT (Internet of Things), Block
Chain, Machine Learning and Cloud.
Mobility solutions
The Company launched or revamped its existing mobile Exploring new technologies
apps for various stakeholders including the mobile based The Company initiated many projects / Proof of Concepts
catalogue for spare parts customers and channel partners, in areas related to IOT (for connected vehicles, connected
an app for sales executives of channel partners to help them machines, datacentre monitoring among others), AR / VR
manage their enquiries, bookings, inventory, etc. and also (Augmented Reality and Virtual Reality), etc.
serve as a sales tool with the digital and interactive product
catalogue.
Analytics
During the year, the Company set up a new analytics
platform to enhance the real time dash-boarding,
visualization capabilities and predictive analytics

Business
Outlook
FY18-19 has started on a bullish
note. The IMF forecasts a global
growth at 3.9% for the year and
next, the strongest upswing since
2011. The Company’s biggest
market - India, is expected to blaze
forward with an annual rate of
7.4% in 2018 and 7.8% in 2019,
as per IMF’s estimates. Normal
monsoons and an upswing in
the rural economy, continued
implementation of structural
reforms that raise productivity and
incentivize private investment,
strong private consumption, etc.
is expected to help India bag the
fastest growth economy honour
in FY19. The Company’s other key
markets include Latin America,
Sub - Sharan Africa, countries in
South Asia, etc. are on a firm growth
trajectory as well.

Even as the Company focuses on increasing its market

share in India in the entry and deluxe segments, it has put
in place a clear way forward to increasing its market share
in the Scooter and Premium Motorcycle segments through
a host of initiatives including Premium Experience zones
and new product launches. This will indeed be the first
time that HMCL will launch such products which have been
developed at its R&D facility in Jaipur.
The other component in its strategy is the continued

focus on digitization and big data and enhancing dealer
performance. As the Company expands its reach in the
international markets, it will use its manufacturing plant
in Bangladesh, coupled with flexible manufacturing
processes to improve its share in the 100cc entry and 125cc
segments in Bangladesh, Sri Lanka and Nepal. Further, new
product introductions in premium segments (scooters and
motorcycles) should see the Company inch up its market
share in Nepal and Sri Lanka in coming year.
In Africa, most of the countries do not have such stringent

regulations such as BSIV. This poses a unique challenge
as the markets have largely become highly price sensitive
and not conducive to innovative and feature rich products
that are part of the Company’s portfolio. Nevertheless, the
Company will continue to initiate activities which will build
Brand Hero in the region. In the Middle East, the Company
plans to launch new products in scooters and entry and
premium bike segments in the regional market including
Turkey and Iran. In the Latin American region, with the
exception of Colombia, the markets continue to be geared
towards 125-150cc bikes. Further, few countries in the
region cluster do not have any regulations while some have
moved to Euro-3 emission norms. Given the Company’s
technological prowess, it is confident to deliver safe, fuel
efficient and cost effective transport to customers.
For Hero MotoSports, the third season kicked in with the

Merzouga Rally. Apart from the rallies participated in the
last year, the Company plans to participate in one or two
new rallies as a part of its preparation for Dakar. With new
and increased number of races, and an anticipation of a full
strength 3-rider team participating in the Dakar 2019, the
third season for Hero MotoSports Team Rally looks poised
for high octane action.

BOARD’S REPORT 2017-18
Dear Members,
Your Directors are pleased to present the Thirty Fifth Annual Report, together with the Company’s audited financial statements for the financial
year ended March 31, 2018.
FINANCIAL RESULTS – STANDALONE & CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:
(` in crores)
Particulars Standalone Consolidated
Year ended Year ended
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Total Income 33,397.64 31,394.02 33,624.11 31,505.61
Profit before Finance cost and Depreciation 5,806.01 5,157.24 5,848.22 5,097.92
Expenses
Finance costs 6.25 6.05 30.80 27.28
Depreciation and amortisation expenses 555.60 492.73 574.98 502.25
Profit from ordinary activities before share of Profit / (Loss) of 5,244.16 4,658.46 5,242.44 4,568.39
associates
Profit/ (Loss) of associates
Share in net profit / (loss) of associates - - 49.66 54.92
Gain on dilution of interest in an associate - - - 262.09
Profit from ordinary activities before tax 5,244.16 4,658.46 5,292.10 4,885.40
Tax expense
Current tax 1,446.95 1,082.08 1,450.99 1,082.24
Deferred tax 99.85 199.26 118.94 256.86
1,546.80 1,281.34 1,569.93 1,339.10
Net Profit from ordinary activities after tax 3,697.36 3,377.12 3,722.17 3,546.30
Other comprehensive income /(expense) (net of tax) (4.71) (14.08) (7.26) (18.71)
Total comprehensive income for the period 3,692.65 3,363.04 3,714.91 3,527.59
Net Profit / (Loss) attributable to
a) Owners of the Company 3,697.36 3,377.12 3,720.40 3,584.27
b) Non-controlling interest - - 1.77 (37.97)
Other comprehensive income attributable to
a) Owners of the Company (4.71) (14.08) (5.89) (16.71)
b) Non-controlling interest - - (1.37) (2.00)
Total comprehensive income attributable to
a) Owners of the Company 3,692.65 3,363.04 3,714.51 3,567.56
b) Non-controlling interest - - 0.40 (39.97)
Balance of profit brought forward 7,418.53 6,146.52 7,597.60 6,118.53
Dividend
- Interim - 2017-18 1,098.41 1,098.33 1,098.41 1,098.33
- Final - 2016-17 599.09 639.01 599.09 639.00
Corporate Dividend Tax 345.57 353.69 345.57 353.69
Adjustment on account of change in controlling interest - - (23.50) -
Transfer to Foreign Currency Translation Reserve - - (4.42) (14.17)
Balance carried to Balance Sheet 9,068.11 7,418.53 9,247.01 7,597.60
Earning per equity share on Net Profit from ordinary activities
after tax (face value ` 2/- each) (In )
- Basic 185.14 169.12 186.30 179.49
- Diluted 185.13 169.12 186.29 179.49

FINANCIAL HIGHLIGHTS MANAGEMENT DISCUSSION AND ANALYSIS REPORT

During FY 2017-18 under review, your Company clocked sales of The management discussion and analysis report forms an integral
7,587,154 units over 6,664,240 units in the previous FY. part of this report and gives details of the overall industry structure,
economic developments, performance and state of affairs of your
During FY 2017-18, revenue from operations was ` 32,871.82 crores Company’s business in India and abroad, risk management systems and
as compared to ` 30,871.59 crores in FY 2016-17, registering an other material developments during the FY under review.
increase of 6.48%.
CHANGE IN NATURE OF BUSINESS
Profit before tax (PBT) in FY 2017-18 was ` 5,244.16 crores as
During FY 2017-18, there was no change in the nature of Company’s
compared to ` 4,658.46 crores in FY 2016-17, reflecting an increase
business.
of 12.57%. Profit after tax (PAT) was ` 3,697.36 crores as against
` 3,377.12 crores in FY 2016-17, an increase of 9.48 % over the CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC
previous year. ALLIANCES
Earnings before Interest, Depreciation and Taxes (EBIDTA) stood at During FY 2017-18, construction of sixth manufacturing facility
at Sricity in Chittoor District in the state of Andhra Pradesh has
17.38 % in FY 2017-18, as compared to 16.42% in FY 2016-17.
commenced with a proposed capacity of 1.8 million units per
CONSOLIDATED FINANCIAL STATEMENTS annum. Your Company will invest ` 1,600 crores in setting up this
manufacturing facility. The plant is expected to be operational in
In accordance with the provisions of the Companies Act, 2013 (‘the
FY 2019-20.
Act’) and Indian Accounting Standard (Ind AS)-110 on Consolidated
Financial Statements, read with Ind AS-28 on Investments in During FY 2017-18, the second overseas plant of your Company at
Associates and Joint Ventures, the Audited Consolidated Financial Jessore in Bangladesh started commercial production during the
Statements for the FY ended March 31, 2018 are provided in this first quarter.
Annual Report. Your Company is constantly expanding the boundaries on
innovation – both internal and external. It has been running internal
CHANGES IN CAPITAL STRUCTURE idea generation contests successfully involving employees for many
During the FY under review, 14,617 equity shares of ` 2 each years now. In FY 2017-18, your Company took important steps to tap
were allotted on exercise of employee stock options by the into the external innovation ecosystem. It piloted ‘crowd sourcing’,
employees of the Company. Consequently, the issued and paid-up where a few identified problems are thrown as challenges to the
share capital of the Company as on March 31, 2018 was external innovation ecosystem to solve.
` 399,422,910 divided into 199,711,455 equity shares of ` 2 each. GLOBAL FORAYS
The Company has not issued any equity shares with differential Your Company continues its march to strengthen the reach of Global
rights, sweat equity shares or bonus shares. The Company has only Business. During FY 2017-18, your Company added two markets –
one class of equity shares with face value of ` 2 each, ranking pari- Trinidad & Tobago and Guyana – to grow the countries in which HMCL
passu. is present in, to 37. More importantly, it strived to increase market
share in the large markets across South Asia, Africa & Middle East and
DIVIDEND Latin America in which the Company is already present. The Company
Your Directors are pleased to recommend for your approval a increased its despatches to Bangladesh by close to 200%, leveraging
a 70% increase in the industry and substantially growing the market
final dividend of ` 40 per equity share (2000%) of face value of
share. Your Company also commissioned a plant through a joint
` 2 each, in addition to an interim dividend of ` 55 per equity share
venture in Bangladesh.
(2750%) declared in the month of February 2018, aggregating a
total dividend payout of ` 95 per equity share for FY 2017-18. In Continuing with the past strategy, your Company works closely with
the previous FY, total dividend payout of ` 85 per equity share of strong, allied distributor partners, offering differentiated financing,
the face value of ` 2 each was made. Final dividend, if approved at vehicle models and after sales solutions. Your Company’s focus is to
the ensuing Annual General Meeting, shall be paid to the eligible enhance salesmen skills at the dealerships, optimize the channel
Members within the stipulated time period. Dividend Distribution coverage and execute targeted brand building and marketing
campaigns.
Policy of the Company as per the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
is available at the following link: https://www.heromotocorp.com/ The Company has 6 subsidiaries including step down subsidiaries
en-in/about-us/key-policies/dividend-distribution-policy.html and and 3 associate companies. The Company regularly monitors the
is also provided as Annexure - I. performance of these companies.

The Company shall make available the annual accounts of the subsidiary 2018, HMCLA has reported Nil revenue (unadjusted) and a net loss of
companies to any member of the Company who may be interested in ` 0.12 crores.
obtaining the same. The annual accounts of the subsidiary companies
will also be kept open for inspection at the Registered Office of the HMC MM Auto Limited (‘HMCMMA’)
Company and respective subsidiary companies. Further, the annual Your Company has a joint venture with Magneti Marelli S.p.A Italy,
accounts of the subsidiaries are also available on the website of the named HMC MM Auto Limited in India, which is set up for the purpose
Company viz. www.heromotocorp.com. The consolidated financial of carrying out manufacturing, assembly, sale and distribution of two
statements presented by the Company include the financial results of wheeler fuel injection systems and parts. Your Company holds 60% of
its subsidiary companies. the equity share capital in HMCMMA. During FY 2017-18, HMCMMA
has reported unadjusted revenue of ` 34.64 crores and a net loss of
Subsidiaries ` 8.17 crores.
HMCL Netherlands B.V. (‘HNBV’)
Associate Companies
HNBV, a wholly owned subsidiary of your Company was incorporated Hero FinCorp Ltd. (‘HFCL’)
in Amsterdam as a private company with limited liability under the
HFCL, an associate of your Company, was incorporated in the year 1991.
laws of The Netherlands with the primary objective of promoting
Your Company holds 41.03% in the equity share capital of HFCL. HFCL
overseas investments. During FY 2017-18, HNBV has invested in
is a non-banking finance company engaged in providing financial
operating companies in Colombia and Bangladesh and has reported
services, including two-wheeler financing and providing credit to
Nil revenue (unadjusted) and a net loss of ` 0.48 crores.
Company’s vendors and suppliers. Over the years, it has added several
HMCL Colombia S.A.S. (‘HMCLC’) new products and customers in its portfolio, like SME and commercial
loans, loan against property etc.
HMCLC was incorporated in Colombia as a joint venture between
HNBV and Woven Holdings LLC as a simplified stock corporation During FY 2017-18, HFCL’s profit attributable to the Company is ` 55.75
company. During the FY under review, HNBV increased its holding crores.
to 68% equity in HMCLC and 32% equity is now held by Woven
Ather Energy Private Ltd. (‘AEL’)
Holdings LLC. The main business of HMCLC is to manufacture and sell
two-wheelers in Colombia. It has a manufacturing facility with a AEL is a private limited company, focused on developing, designing
and selling premium electric two-wheelers. During FY 2017-18, AEL’s
production capacity of 60,000 per annum. During the year ended
loss attributable to the Company is ` 11.84 crores.
March 31, 2018, the Company has reported unadjusted revenue of
` 123.17 crores and a net loss of ` 60.58 crores. Erik Buell Racing, Inc. (‘EBR’)
HMCL Niloy Bangladesh Limited (‘HNBL’) Your Company through its subsidiary, HMCL (NA) Inc., has invested in
Erik Buell Racing, Inc. (‘EBR’), a Delaware Corporation by subscribing
HNBL was incorporated in Bangladesh as a joint venture between HNBV
to 49.2% of its equity share capital. EBR has ceased its operations and
and Niloy Motors Limited, Bangladesh as a limited liability company.
entered into Assignment for the Benefit of Creditors under Chapter
HNBV currently holds 55% equity in HNBL and 45% equity is held by 128 of the Wisconsin Statutes (‘Chapter 128 Process’).
Nitol Niloy Group, Bangladesh. HNBL has set up a manufacturing plant
at Jessore in Bangladesh and started commercial operations on June A statement containing salient features of financial statement of
01, 2017. The main business of HNBL is to manufacture and sell two- subsidiaries and associate companies forms part of the financials.
wheelers. During FY 2017-18, HNBL reported unadjusted revenue of Material Subsidiaries
` 541.80 crores and a net profit of ` 77.16 crores.
The Board of Directors of your Company (‘the Board’) has
HMCL (NA) Inc. approved a policy for determining Material Subsidiaries. At
present, your Company does not have a Material Subsidiary.
HMCL (NA) Inc., a wholly owned subsidiary of your Company, was The Policy on Material Subsidiaries can be viewed on the
incorporated as a Corporation pursuant to the General Corporation Company’s website, www.heromotocorp.com at the following link:
Law of the State of Delaware, United States of America. HMCL (NA) Inc., https://www.heromotocorp.com/en-in/about-us/key-policies/
has invested in Erik Buell Racing, Inc. (‘EBR’), a Delaware Corporation policy-on-material.html.
by subscribing to 49.2% of its equity share capital. During the period
ended March 31, 2018, HMCL (NA) Inc. has reported Nil revenue DIRECTORS AND KEY MANAGERIAL PERSONNEL
(unadjusted) and a net loss of ` 0.01 crores. In terms of the applicable provisions of the Act and the Articles of
Association of the Company, Mr. Suman Kant Munjal, Director of
HMCL Americas Inc. (‘HMCLA’) the Company retires by rotation at the ensuing Annual General
HMCLA, a wholly owned subsidiary of your Company, was incorporated Meeting and being eligible, has offered himself for re-appointment.
as a Corporation pursuant to the General Corporation Law of the State Brief resume and other details of Mr. Suman Kant Munjal, who is
of Delaware, United States of America with the primary objective to proposed to be re-appointed as a Director of your Company, have
pursue various global businesses. During the year ended March 31, been furnished in the Explanatory Statement to the Notice of the

ensuing Annual General Meeting. 2. that appropriate accounting policies were selected and
applied consistently and judgments and estimates that are
Key Managerial Personnel (KMP) reasonable and prudent were made so as to give a true and
Mr. Pawan Munjal, Chairman, Managing Director & CEO, Mr. Niranjan fair view of the state of affairs as at March 31, 2018 and of the
Gupta, Chief Financial Officer and Ms. Neerja Sharma, Company profit and loss of your Company for the financial year ended
Secretary are the KMP of your Company in accordance with the March 31, 2018;
provisions of Section 2(51), 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial 3. that proper and sufficient care has been taken for the
Personnel) Rules, 2014. maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding
Declarations from Independent Directors the assets of your Company and for preventing and detecting
Your Company has received declarations from all the Independent fraud and other irregularities;
Directors confirming that they meet the criteria of independence as
4. that the annual accounts for the financial year ended March
prescribed in the Act and the Listing Regulations.
31, 2018 have been prepared on a going concern basis;
In the opinion of the Board, Independent Directors fulfil the
5. that the Directors have laid down Internal Financial Controls
conditions specified in the Act, Rules made thereunder and Listing
which were followed by the Company and that such Internal
Regulations and are independent of the management.
Financial Controls are adequate and are operating effectively;
BOARD MEETINGS and
During FY 2017-18, five meetings of the Board of Directors were held.
6. that the Directors have devised proper systems to ensure
For details of these Board meetings, please refer to the section on
compliance with the provisions of all applicable laws and that
Corporate Governance of this Annual Report.
such systems are adequate and operating effectively.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND
REMUNERATION POLICY
INDIVIDUAL DIRECTORS
Pursuant to provisions of the Act, the Nomination and Remuneration
A formal evaluation of the performance of the Board, it’s Committees,
Committee (‘NRC’) of your Board has formulated a Remuneration
the Chairman and the individual Directors was carried out for FY
Policy for the appointment and determination of remuneration of
2017-18. Led by the Nomination & Remuneration Committee (‘NRC’),
the Directors, Key Managerial Personnel, Senior Management and
the evaluation was carried out using individual questionnaires
other employees of your Company. The NRC has also developed
covering, amongst others, composition of Board, conduct as per
the criteria for determining the qualifications, positive attributes and
Company values & beliefs, contribution towards development of
independence of Directors and for making payments to Executive
strategy & business plan, risk management, receipt of regular inputs
and Non-Executive Directors of the Company.
and information, codes & policies for strengthening governance,
functioning, performance & structure of Board Committees, skill set, The NRC takes into consideration the best remuneration practices in
knowledge & expertise of Directors, preparation & contribution at the industry while fixing appropriate remuneration packages and for
Board meetings, leadership etc. administering the long-term incentive plans, such as ESOPs, RSUs etc.
Further, the compensation package of the Directors, Key Managerial
As part of the evaluation process, the performance of Non-
Personnel, Senior Management and other employees is designed
Independent Directors, the Chairman and the Board was conducted
based on the set of principles enumerated in the said policy.
by the Independent Directors. The performance evaluation of
the respective Committees and that of Independent and Non- Your Directors affirm that the remuneration paid to the Directors, Key
Independent Directors was done by the Board excluding the Managerial Personnel, Senior Management and other employees is
Director being evaluated. as per the Remuneration Policy of your Company.
DIRECTORS’ RESPONSIBILITY STATEMENT The Remuneration details of the Directors, Chief Financial Officer
Your Directors make the following statement in terms of Section 134 and Company Secretary, along with details of ratio of remuneration
of the Act, which is to the best of their knowledge and belief and of each Director to the median remuneration of employees of the
according to the information and explanations obtained by them: Company for the FY under review are provided as Annexure - II.
1. that in the preparation of the annual accounts for the financial The Remuneration Policy of your Company can be viewed at
year ended March 31, 2018, the applicable accounting the following link: https://www.heromotocorp.com/en-in/about-
standards were followed, along with proper explanation us/key-policies/remuneration-policy.html and is also provided as
relating to material departures; Annexure - III.

EMPLOYEES’ INCENTIVE SCHEME The Board has also evolved and adopted a Code of Conduct
In terms of the SEBI (Share Based Employee Benefits) Regulations, based on the principles of good Corporate Governance
and best management practices that are followed
2014, as amended from time to time (‘SEBI Regulations’), the NRC
globally. The Code is available on your Company’s website,
of your Board, inter-alia, administers and monitors the Employees’
www.heromotocorp.com and can be viewed at the following link:
Incentive Scheme, 2014 of your Company and the Employees’ Stock
https://www.heromotocorp.com/en-in/about-us/code-of-conduct.html.
Option Plans framed thereunder.
In terms of Listing Regulations, a report on Corporate Governance along
Further, the NRC has, at its meeting held on October 31, 2017 granted with the certificate from M/s Sanjay Grover & Associates, Company
29,800 stock options under ESOP Plan 2017 to the eligible employees Secretaries (Firm Registration No. P2001DE052900) confirming
at an exercise option price of ` 2,818 per option. In addition, the NRC compliance of the conditions of Corporate Governance is annexed
also approved grant of 15,769 Restricted Stock Units under RSU Plan, hereto and forms part of this Annual Report as Annexure - V and
2017 to the eligible employees at the face value of ` 2 per unit. Annexure - VI respectively.
Applicable disclosures as stipulated under the SEBI Regulations TRANSFER TO GENERAL RESERVE
with regard to the Employees’ Stock Option Scheme are provided During the FY under review, no amount has been transferred to
as Annexure - IV to this Report and is available on the Company’s General Reserve of the Company.
website, www.heromotocorp.com and can be viewed at the
following link: https://www.heromotocorp.com/en-in/esop.php. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the FY under review, your Company has transferred unpaid/
Your Company has received a certificate from M/s B S R & Co. LLP, unclaimed dividend amounting to ` 13.43 crores for FY 2009-10
Statutory Auditors (Firm Registration No. 101248W/W-100022) that along with the relevant shares to the Investor Education and
the Employees’ Incentive Scheme, 2014 for grant of stock options Protection Fund (IEPF) of the Central Government of India.
has been implemented in accordance with the SEBI Regulations and
the resolution passed by the Members in their general meeting. The MATERIAL CHANGES AND COMMITMENTS
certificate would be placed at the ensuing Annual General Meeting No material change and/or commitment affecting the financial
for inspection by the Members. position of your Company has occurred between April 1, 2018 and
the date of signing of this Report.
CORPORATE GOVERNANCE
Your Company is committed to benchmarking itself with global PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
standards of Corporate Governance. It has put in place an effective During FY 2017-18, your Company has not given any loan or
Corporate Governance system which ensures that provisions of the guarantee pursuant to provisions of Section 186 of the Act.
Act and Listing Regulations are duly complied with, not only in form Details of investments made in terms of Section 186 of the Act are
but also in substance. as under:
(` in crores)
Principal Amount (Shares) Principal Amount (Bonds/Debentures) Total
Opening 868.01 284.55 1,152.56
Addition * 163.53 - 163.53
Reduction ** - (63.66) (63.66)
Closing Balance 1,031.54 220.89 1,252.43
* HMC MM Auto Limited - ` 3.00 crores, HMCL(NA) Inc. - Nil, HMCL Netherlands BV - ` 70.44 crores, HMCL Americas Inc - Nil, Hero FinCorp Limited - ` 70.03 crores, Ather
Energy Private Limited - ` 20.06 crores
** Maturity of bonds and amortization
DEPOSITS into any contract/arrangement/transaction with related parties

Your Company has neither accepted nor renewed any deposits which could be considered ‘material’ in accordance with its Policy
on Materiality of Related Party Transactions. Thus, there are no
during FY 2017-18 in terms of Chapter V of the Act.
transactions required to be reported in Form AOC-2.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Further, during FY 2017-18, there were no materially significant
During FY 2017-18, all contracts/arrangements/transactions entered related party transactions entered into by your Company with the
into by your Company with related parties under Section 188(1) Promoters, Directors, Key Managerial Personnel or other designated
of the Act were in the ordinary course of business and on an arm’s persons which might have potential conflict with the interest of the
length basis. During FY 2017-18, your Company has not entered Company at large.

All related party transactions are placed before the Audit Committee can be used by employees, Directors, vendors, suppliers, dealers
for its approval. There was no related party transaction requiring etc. to report any violations to the Code of Conduct. Specifically,
approval of the Board. During FY under review, the Audit Committee employees can raise concerns regarding any discrimination,
has approved transactions through the omnibus mode in accordance harassment, victimisation, any other unfair practice being adopted
with the provisions of the Act and Listing Regulations. Related party against them or any instances of fraud by or against your Company.
transactions were disclosed to the Board on regular basis as per During FY under review, 14 complaints were received and processed.
Ind AS-24. Details of related party transactions as per Ind AS-24 may Out of these, 12 complaints have been investigated & acted upon
be referred to in Note 36 of the Standalone Financial Statements. and remaining 2 are under investigation.
The policy on related party transactions is available on the During FY 2017-18, no individual was denied access to the Audit
Company’s website, www.heromotocorp.com and can be viewed at Committee for reporting concerns, if any.
the following link: https://www.heromotocorp.com/en-in/about-us/ The Vigil Mechanism/Whistle Blower Policy of the Company is
key-policies/related-party-transactions.html. available on the Company’s website, www.heromotocorp.com and
RISK MANAGEMENT FRAMEWORK can be viewed at the following link: https://www.heromotocorp.
com/en-in/about-us/key-policies/vigil-mechanism-policy.html.
Your Company follows an exhaustive risk identification exercise,
backed by targeted risk mitigation plan. It enables your Company CORPORATE SOCIAL RESPONSIBILITY
to identify the risks in advance and galvanize the appropriate Your Company has constituted a Corporate Social Responsibility
stakeholders from the Company to blunt them. (CSR) Committee which functions under direct supervision of
Mr. Pawan Munjal, Chairman, Managing Director & CEO of HMCL,
FY 2017-18 saw a few new risks driven by the dynamic nature of the who is also the Chairman of the CSR Committee. Other members
external environment. A few illustrative ones included the following: of the Committee are Gen. (Retd.) V. P. Malik and Mr. Pradeep
a) Gearing up post demonetization Dinodia, who are Non-Executive and Independent Directors of
your Company.
b) Preparing for the GST transition
Your Company has implemented the CSR Policy, duly formulated
Your Company deployed internal teams for creating and executing and recommended by the CSR Committee to the Board. The CSR
risk mitigation strategies. It also took advice from external agencies policy lays down CSR activities to be undertaken by your Company.
and engaged with the Company’s stakeholders such as the suppliers The CSR activities undertaken by your Company are based on the
and dealers. You will be pleased to learn that your Company was approved CSR Policy, which is available on the Company’s website,
one of the very first ones to completely transition to the GST regime. www.heromotocorp.com and can be viewed at the following link:
For other identified risks, the Company took a number of measures https://www.heromotocorp.com/en-in/about-us/key-policies/
including but not limited to, revisiting policies, developing new corporate-social-responsibility.html.
distribution models and expanding the risk realm to current non-
competitors. The CSR Policy of your Company, as adopted by the Board, broadly
covers the following focus areas:
This FY, your Company also updated a Risk Management Framework.
This framework is aimed at standardizing the risk management a) To direct HMCL’s CSR Programmes, inter-alia, towards achieving
exercise across the organization. The Board continues to review the one or more of the following - enhancing environmental and
risk management practices at your Company and provides critical natural capital; supporting rural development; promoting
inputs. education including skill development; providing preventive
healthcare, providing sanitation and drinking water; creating
Your Company has constituted a Risk Management Committee to livelihoods for people, especially those from disadvantaged
oversee the risk management efforts under the Chairmanship of sections of society, in rural and urban India and preserving and
promoting sports;
Mr. M. Damodaran, Independent Director. The details of the
Committee alongwith its charter are set out in the Corporate b) To develop the required capability and self-reliance of
Governance Report, forming part of this Report. The Board beneficiaries at the grass roots, in the belief that these are
periodically reviews the Company’s risks and their mitigation plans. pre-requisites for social and economic development;
c) To engage in affirmative action/interventions such as skill
VIGIL MECHANISM/ WHISTLE BLOWER POLICY building and vocational training, to enhance employability and
Your Company is committed to the highest standards of ethical, moral generate livelihoods for persons including from disadvantaged
and legal business conduct. Accordingly, the Board of Directors has sections of society;
formulated a Vigil Mechanism/Whistle Blower Policy which provides d) To pursue CSR Programmes primarily in areas that fall within
a robust framework for dealing with genuine concerns & grievances. the economic vicinity of the Company’s operations, to enable
Your Company has an ethics hotline managed by a third party which close supervision and ensure maximum development impact;

e) To carry out CSR Programmes in relevant local areas to financial statements of the Company for the FY under review. The
fulfil commitments arising from requests by government/ observations of Statutory Auditors in their Report read with relevant
regulatory authorities and to earmark amounts of monies and Notes to Accounts are self-explanatory and therefore, do not require
to spend such monies through such administrative bodies further explanation. The Auditors’ Report does not contain any
of the government and/or directly by way of developmental qualification, reservation or adverse remark. Further, there were no
works in the local areas around which the Company operates; frauds reported by the Statutory Auditors to the Audit Committee or
the Board under Section 143(12) of the Act.
f ) To carry out activities at the time of natural calamity or engage
in Disaster Management System; Cost Auditors
g) To contribute to the Prime Minister’s National Relief Fund The Board, on the recommendation of Audit Committee, has
or any other fund set up by the Central Government for approved the appointment of M/s Ramanath Iyer & Co., Cost
socio-economic development and relief and welfare of the Accountants, as Cost Auditors for the financial year ending March
Scheduled Caste, the Scheduled Tribes, Other Backward 31, 2019. The Cost Auditors will submit their report for the
Classes, minorities and women; FY 2017-18 on or before the due date.
h) To contribute or provide funds to technology incubators In accordance with the provisions of Section 148 of the Act read with
located within academic institutions which are approved by Companies (Audit & Auditors) Rules, 2014, since the remuneration
the Central Government;
payable to the Cost Auditors is required to be ratified by the
i) To contribute to any fund setup by the Central Government shareholders, the Board recommends the same for approval by
or State Government(s) including Chief Minister’s Relief Fund, Members at the ensuing AGM.
which may be recognised as CSR activity;
Secretarial Auditors
j) To promote sustainability in partnership with industry
M/s Sanjay Grover & Associates, Company Secretaries (Firm
associations, like the Confederation of Indian Industry (CII),
Registration No. P2001DE052900) were appointed to conduct
PHD, FICCI, etc. in order to have a multiplier impact.
Secretarial Audit of your Company during FY 2017-18.
During the FY under review, your Company spent ` 84.34 crores on
its CSR activities, which amounts to 2.04% of the average net profits The Secretarial Audit Report for the said FY is annexed herewith and
of previous three financial years. The CSR initiatives undertaken by forms part of this Report as Annexure - IX. The Report does not
your Company along with other details form part of the Annual contain any qualification, reservation or adverse remark.
Report on CSR activities for FY 2017-18, which is annexed as
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Annexure - VIII.
Your Company has a robust and well embedded system of internal
AUDIT COMMITTEE controls. This ensures that all assets are safeguarded and protected
The Audit Committee of your Company comprises of the following against loss from unauthorised use or disposition and all financial
Non-Executive and Independent Directors: transactions are authorised, recorded and reported correctly.
1. Mr. Pradeep Dinodia Chairman An extensive risk based programme of internal audits and
management reviews provides assurance to the Board regarding
2. Mr. M. Damodaran Member the adequacy and efficacy of internal controls. The internal audit
3. Gen. (Retd.) V. P. Malik Member plan is also aligned to the business objectives of the Company.
4. Dr. Pritam Singh Member Comprehensive policies, guidelines and procedures are laid down
for all business processes. The internal control system has been
Further details on the Audit Committee and its terms of reference designed to ensure that financial and other records are reliable
etc. have been furnished in Corporate Governance Report which for preparing financial and other statements and for maintaining
forms part of this Report as Annexure - V. accountability of assets.
During the FY under review, all recommendations of the Audit INSIDER TRADING CODE
Committee were accepted by the Board of Directors of the Company. In compliance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT
AUDITORS AND AUDITORS’ REPORT
Regulations’) on prevention of insider trading, your Company has
Statutory Auditors a comprehensive Code of Conduct for regulating, monitoring and
M/s BSR & Co. LLP, Chartered Accountants (Firm Registration No. reporting of trading by Insiders. The said Code lays down guidelines,
101248W/W-100022) were appointed at the previous AGM as the which advise Insiders on the procedures to be followed and
Statutory Auditors of the Company until the conclusion of 39th disclosures to be made in dealing with the shares of the Company
Annual General Meeting of the Company. They have audited the and cautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair following items during FY under review, no disclosure or reporting is
disclosures of unpublished price sensitive information. Both the required in respect of the same:
aforesaid Codes are in line with the PIT Regulations.
1. Deposits from the public falling within the ambit of Section 73
BUSINESS RESPONSIBILITY REPORT of the Companies Act, 2013 and the Companies (Acceptance
As stipulated under the Listing Regulations, the Business of Deposits) Rules, 2014.
Responsibility Report (‘BRR’) has been prepared and forms part of 2. Issue of equity shares with differential rights as to dividend,
the Annual Report as Annexure - X. The Report provides a detailed voting or otherwise.
overview of initiatives taken by your Company from environmental,
social and governance perspectives. 3. Issue of shares (including sweat equity shares) to employees
of your Company under any scheme, save and except ESOS
LISTING referred to in this Report.
The equity shares of your Company are presently listed on the BSE
4. Neither the Managing Director nor the Whole-time Director of
Limited (‘BSE’) and the National Stock Exchange of India Limited
your Company receive any remuneration or commission from
(‘NSE’).
any of its subsidiaries.
PERSONNEL
5. No significant or material orders were passed by the Regulators
As on March 31, 2018, total number of employees on the records of or Courts or Tribunals which impact the going concern status
your Company were 8,266 as against 8,069 in the previous FY. and Company’s operations in future.
Your Directors place on record their appreciation for the significant 6. Buy back of shares.
contribution made by all employees, who through their competence,
dedication, hard work, co-operation and support have enabled the DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
Company to cross new milestones on a continual basis. THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013
PARTICULARS OF EMPLOYEES Your Company has in place a policy on Prevention of Sexual
The statement of Disclosure of Remuneration under Section 197 Harassment at workplace. This policy is in line with the requirements
of the Act and Rule 5(1) of the Companies (Appointment and of The Sexual Harassment of Women at the Workplace (Prevention,
Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’), is Prohibition & Redressal) Act, 2013. All employees, whether
appended as Annexure - II to the Report. The information as per permanent, contractual, temporary and trainees are covered under
Rule 5(2) of the Rules forms part of this Report. However, as per first this Policy.
proviso to Section 136(1) of the Act and second proviso of Rule 5(2)
As per the said Policy, an Internal Complaints Committee is also in
of the Rules, the Report and Financial Statements are being sent to
place to redress complaints received regarding sexual harassment.
the Members of the Company excluding the statement of particulars
Following is the summary of complaints received and disposed off
of employees under Rule 5(2) of the Rules. Any Member interested
during FY under review:
in obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company. No. of complaints received: 2
No. of complaints disposed off: 2
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(3) and 134(3)(a) of the Act and Rules made AWARDS AND RECOGNITION
there under, extract of the Annual Return in Form No. MGT-9 is During FY under review, the Company has received multiple awards
annexed to this Report as Annexure - XI. and recognition. Some of them are listed below:
COMPLIANCE WITH SECRETARIAL STANDARDS 1. State Level Bhamashah Respect Certificate by the Rajasthan
Government.
The Company is fully compliant with the applicable Secretarial
Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors 2. Best CSR Practices in private sector by CSR Leadership Summit
and General Meetings respectively. & Awards.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 3. Energy Efficient Award by CII.

FOREIGN EXCHANGE EARNINGS AND OUTGO 4. International Fire and Security Exhibition and Conference
Information required under Section 134(3)(m) of the Act read with (IFSEC) Award for Excellence in Physical Security.
Rules made thereunder is annexed to this report as Annexure - XII.
5. National Safety Award by Ministry of Labour & Employment.
STATUTORY DISCLOSURES 6. Platinum Rating in GreenCo assessment (commensurate to
Your Directors state that there being no transactions with respect to world class manufacturing) by CII.

ACKNOWLEDGMENTS would like to reiterate our commitment to continue to build our
organisation into a truly world class enterprise in all respects.
The Board of Directors would like to express their sincere thanks to
the shareholders & investors of the Company for the trust reposed For and on behalf of the Board
on the Company over the past several years. Your Directors would
also like to thank the central government, state governments, Pawan Munjal
financial institutions, banks, customers, employees, dealers, vendors Date: May 2, 2018 Chairman
and ancillary undertakings for their co-operation and assistance. We Place: New Delhi DIN: 00004223

ANNEXURE - I
DIVIDEND DISTRIBUTION POLICY
Section: I - An Introduction to the Policy huge cash outflow, the greater the funds and the liquidity of the firm,
Rationale for the Policy the better is its ability to pay dividend.
Hero MotoCorp Limited (“the Company”) is in the business of Future Funding Requirements: The Company believes in retaining
development, manufacturing, marketing, sale and distribution a part of its profits for investing into business expansion and
of two-wheelers and its parts since 1984. The Company’s strategy
strengthening the Company’s financial position in the future. A part
is to build a robust product portfolio of mobility solutions across
of income is /may be reserved for investing in capital expenditure,
categories, explore growth opportunities in both domestic market
research and development, expanding into new geographical
and globally, aggressively expand reach to customers and ensure
markets or for increased requirements of working capital.
customer satisfaction. The Company strives to make positive
contribution to society it operates in, through its sustainable and Fluctuations in Business Cycle: Business cycles exercise influence
green manufacturing initiatives and its active social responsibility upon dividend policy. Dividend policy is adjusted according to the
programmes. business oscillations. In peak seasons of performance (operationally
and financially), management creates reserves for contingencies and
With respect to apportioning a share of profit to its shareholders,
pays out higher dividends. Adequate reserves help the Company
the Company endeavours to be fair and consistent with its strategy,
through tough times / lean season / aggressive competition and
approach and decision. The management draws the conclusion of
expansion phases, guiding the Company’s decision accordingly.
distributing dividends after taking into account a multitude of legal
and financial parameters including long-term earning capabilities, Regularity and stability in Dividend Payment: The Company
growth prospects, opportunity costs, applicable laws and statutory believes that dividend payout practice should be stable and
covenants.
consistent over long periods of time, thus creating predictability
Key considerations for dividend decision are the Company’s and visibility of cash flows for the shareholders. In past several years,
historical financial performance, future financial outlook, strategic the Company has been consistently paying high dividend to its
business needs including expansion plans, acquisitions plans, shareholders and shall endeavor to follow the same pattern, unless
medium term investments, capital expenditure needs and dividend any exceptional circumstances occur.
payout practice.
Contractual Obligations / Debt Repayments, if any: The
Objective of the Policy Company shall take into consideration any contractual obligations
/ debt, principal or interest payments, if and when they occur before
The objective of the Dividend Distribution Policy (“the Policy”) of
distributing dividend to its shareholders.
the Company is to define the various factors affecting the dividend
decision, i.e.: External Factors to be considered
a. Defining internal and external factors impacting the dividend Legal Requirements: The Policy has been formed in keeping with
decision; the current framework / provisions of the Companies Act, 2013
b. Financial parameters affecting dividend decision; and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. While taking the
c. Circumstances leading to declaration of dividend or the lack of
dividend decision, any amendments in the same shall be taken
it;
into account as and when they occur, with respect to payment and
d. Defining dividend distribution payment form and method. distribution of dividend.
Section: II - Principles Guiding Dividend Decision Government Policies: The earning capacity of an enterprise is
Internal Factors to be considered (if and when applicable) hugely impacted by the changes in monetary, fiscal, industrial,
Earnings’ stability: The financial performance of the Company has labour and other government policies. The dividend policy has to be
an important bearing on the dividend policy. A stability of earnings modified or formulated accordingly, if such events occur.
builds our confidence in the Company and inclines the Company to
formulate a more consistent dividend policy than in circumstances Taxation Policy: Various taxes, including dividend distribution
or years of an uneven flow of income. tax, tax on dividend income or any other policy or amendments in
prevailing rates and conditions can lead to reduction in the earnings
Liquidity position: Availability of cash and sound financial position of the Company or may affect its investors and accordingly shall be
is also an important factor in dividend decisions. As dividend means taken into account while taking the dividend decision.

Financial Parameters to be considered d. The Company may reward shareholders in a number of ways.
The Company has been amongst the most consistent wealth Cash dividends may be distributed to shareholders through
creators rewarding its shareholders with high dividend payout over regular or through extra (also referred to as special or irregular)
the last several years. The Company is debt-free and has a healthy dividends. The Company may issue bonus shares or stock
level of reserves, a part of which is retained by the Company to
splits, if it considers prudent to do so.
provide for future projects and expansion.
The Company in all its future dividend decisions shall consider the e. The Company prefers to declare / distribute dividends at an
below mentioned financial parameters: annual frequency, along with extra dividend, if and when
financials / internal/ external factors so permit.
a. Net Income attributable to shareholders;
b. Earnings growth; f. If the financial position, internal and external factors and
c. Liquidity Ratios; laws so permit, the Company may declare/distribute Interim

Dividend. This may also be done after the Board has considered
d. Financial Leverage Ratios (if and when debt occurs on the
Company’s financials); the Interim financial statements and at any time before the
closure of the financial year.
e. Free cash flows;
f. Redeemable investments; g. The Company, may in future issue equity shares with
g. Free Reserves; differential rights or preference shares or any other class of
h. Cash flow projections; shares, in which case, the Dividend or Interim Dividend so
declared on all or anyone or more of the classes of such shares
i. Investment plans.
shall be consistent with covenants of the Dividend Policy and
Section: III - Covenants of the Dividend Decision rights and privileges associated with such new issuances.
a. The Company shall be consistent and stable in its dividend
pay-out practice, smoothening out the stream of dividends h. The Company shall use any of the electronic modes of payment
paid to its shareholders. approved by the Reserve Bank of India for the payment of
dividends. Also, where it is not possible to use electronic mode
b. The Company shall keep sufficient financial flexibility to fund
future growth prospects and maximize corporate value in the of payment, ‘payable-at-par’ warrants or cheques may be
long run. issued.
c. The Company may declare/distribute dividend out of surplus i. The Management/Board of Directors can modify/amend
in the profit and loss account and free reserves of the Company the policy depending on business needs and external
to its shareholders.
environment.

ANNEXURE - II
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
1. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary
or Manager, if any, in the Financial Year:
Name of Directors/ KMP and Designation Remuneration of % increase in Ratio of the

Director/KMP for Remuneration in remuneration to the
FY 2017-18 FY 2017-18 median employee’s
(` crores) remuneration
Executive Directors
Mr. Pawan Munjal - Chairman, Managing Director & CEO 75.44 26.45 838
Mr. Vikram S. Kasbekar - Executive Director - Operations (Plants) 6.25 Not comparable 69
(effective from August 8, 2016)
Non-Executive Directors#
Mr. Suman Kant Munjal 0.18 - 2
Non-Executive and Independent Directors#
Dr. Anand C. Burman 0.20 62.50 2
Mr. M. Damodaran 0.79 (1.86) 9
Mr. Pradeep Dinodia 0.91 (1.63) 10
Dr. Pritam Singh 0.58 (17.14 ) 6
Mr. Ravi Nath 0.56 12.12 6
Ms. Shobana Kamineni 0.09 - 1
Gen. (Retd.) Ved Prakash Malik 0.76 (5.59) 8
Mr. Paul Edgerley 0.08 (54.55) 1
Employees & KMP
Mr. Niranjan Kumar Gupta - Chief Financial Officer (effective April 1, 2017) 2.63 N.A. 29
Ms. Neerja Sharma - Company Secretary (effective August 8, 2016) 1.63 Not comparable 18
# Includes sitting fees and commission
2. The median remuneration of employees of the Company Internally, performance ratings of all employees (Staff ) are
during the FY was ` 9.00 lakhs. always spread across a normal distribution curve. The rating
obtained by an employee is used as an input to determine
3. Median salary of employees in current year has increased by
10.30% in comparison to the previous year. his variable and merit pay increases. Variable and merit pay
increases are calculated using a combination of individual
4. The number of permanent employees on the rolls of Company
performance and Company performance.
as on March 31, 2018 was 8,266 (previous year 8,069) including
workers defined under the Factories Act, 1948. There are no exceptional circumstances for increase in
5. (a)
Variations in market capitalization of the Company: managerial remuneration. Compensation is determined based
The market capitalization as on March 31, 2018 was on identified skill sets critical to success of the Company. It is
` 70,754 crores (March 31, 2017 - ` 64,341 crores). determined as per management’s review of market demand
and supply.
(b) Price Earnings Ratio of the Company was 19.14 times as at
March 31, 2018 and 19.05 times as at March 31, 2017.
Workmen were paid wages in accordance to the settlement
6. Average percentage increase made in the salary of employees with the union of the workers. Where there is no union,
other than the managerial personnel in last FY i.e. 2017-18 was workmen wages were paid in line with the best industry
10.39%. practices and applicable law.
The compensation for the Key Managerial Personnel, Senior 7. It is hereby affirmed that remuneration to Key Managerial
Management and Employees (Staff ) of the Company is guided
Personnel and Employees of the Company are in line with the
by the external competitiveness and internal parity through
annual benchmarking surveys. Remuneration Policy of the Company.

ANNEXURE - III
REMUNERATION POLICY
1. Preamble b. Normally to be set in the home currency of the Executive
The purpose of this Policy is to establish principles, parameters Director and reviewed annually.
and governance framework of remuneration for Directors, c. Will be subject to an annual review as per recommendations of
KMP, Senior Management Personnel and Employees. This the NR Committee and approval of the Board of Directors post
Policy will assist the Board and Nomination and Remuneration performance assessment.
Committee ('NR Committee') to fulfil its responsibility towards
attracting, retaining and motivating Directors, KMP, Senior Commission
Management Personnel and Employees through competitive a. Executive Directors will be allowed remuneration, by way of
remuneration in line with the corporate and individual commission on a case to case basis which is in addition to the
performance. The Policy has been framed in compliance with Basic Salary, Perquisites and any other Allowances, benefits
the provisions of the Companies Act, 2013 and SEBI (Listing and amenities.
Obligations and Disclosure Requirements) Regulations, 2015
b. Subject to the condition that the amount of commission shall
("SEBI Regulations").
not exceed 1% of net profits of the Company in a particular
2. Objectives financial year in the manner referred in Sections 197 & 198 of
Companies Act, 2013.
The main objectives of this Policy are:
a. To determine remuneration of Directors, KMP and other c. The amount of commission shall be paid subject to
senior management personnel, keeping in view all recommendation of the NR Committee and approval of the
relevant factors including industry trends and practices. Board of Directors and shareholders, if required.
b. To provide for rewards linked directly to their effort, Perquisites and Allowances
performance, dedication and achievement of the A basket of perquisites and allowances would also form a part of the
Company’s target. remuneration structure.
3. Remuneration Contribution to Provident and other funds
3.1 Remuneration paid to Executive Directors In addition to the above, the remuneration would also include:
The remuneration paid to Executive Directors to be
recommended by the NR Committee and approved by the a. Contribution to Provident, Superannuation and National
Board, subject to the subsequent approval by the shareholders Pension Scheme funds, as applicable.
at the general meeting and such other authorities, as the case b. Gratuity.
may be.
Minimum Remuneration
At the Board meeting, only the Non-Executive and Independent
If in any financial year during the tenure of the Executive Directors,
Directors shall participate in approving the remuneration paid
the Company has no profits or its profits are inadequate, they shall
to the Executive Directors. The remuneration is to be arrived by
be entitled to minimum remuneration as prescribed under the
considering various factors such as performance, qualification,
Companies Act, 2013.
experience, prevailing remuneration in the industry and
the financial position of the Company. The elements of the 3.2 Remuneration payable to Non-Executive & Independent
remuneration and limits shall be pursuant to the applicable laws. Directors
The Non-Executive Directors and/ or Independent Directors of
3.1.1 Remuneration Structure/ Parameters
the Company would be paid sitting fees as determined by the
The remuneration structure for the Executive Directors would Board from time to time for each meeting of the Committees
include the following components : and Board. The NR Committee/ Board shall review and revise
this limit, if there are any changes in the limits/provisions of
Basic Salary
law.
a. Provides for a fixed, per month, base level remuneration to
reflect the scale and dynamics of business to be competitive The Non-Executive and/ or Independent Directors will also be
in the external market. entitled to remuneration by way of commission aggregating

up to 1% of net profits of the Company pursuant to the 4. Performance Framework

provisions of Sections 197 and 198 of the Companies Act, With the objective of building a high performance culture at
2013, in addition to sitting fees for attending the meetings of Hero MotoCorp, the performance management system shall
the Board and any Committee thereof. be designed to:
3.3 Remuneration Parameters for Key Managerial Personnel,
a. Align organizational and individual Goals (KRA).
senior management & other employees
The compensation for Key Managerial Personnel, senior b. Provide data for making critical decisions related to the
management and other employees at Hero MotoCorp would employees.
be guided by the external competitiveness and internal parity
through annual benchmarking surveys. c. Drive the right employee behaviours.
The compensation will, inter-alia, include basic salary, d. Support employee development.
allowances, perquisites, loans and/or advances as per relevant
HR policies, retirement benefits, performance linked pay out, The goals will be derived from the Company’s long term vision
benefits under welfare schemes, etc. that shall be translated to medium term plans and then an
Annual Business Plan.
All employees of Hero MotoCorp will be subject to annual
performance review as per approved performance These goals will be cascaded to the functional heads and from
management process of the Company. Meritocracy will be them, to their reporting managers and employees. Similarly,
promoted by ensuring rigorous performance differentiation. the senior management’s performance will also be contingent
The rating obtained by an employee will be used as an input on their leadership, guidance and also the achievement of the
to determine variable and merit pay increases. Variable and goals of their teams.
merit pay increases will be calculated using a combination
of individual performance and organizational performance. The employees will be rated on the basis of achievements
Grade wise differentiation in the ratio of variable and fixed pay of these goals and also a defined competency framework.
as well as in increment percentage will be made. The weightages of these depend on the level within the
organization as determined by the management from time to
Other factors that will determine compensation will be time.
criticality of skills, availability of competitive skills in the talent
market globally. 5. Review
Appropriate salary band and grade structure will be designed This policy will be reviewed at appropriate time, as decided
to ensure that the organization is managed efficiently and by the NR Committee and with the approval of the Board.
effectively. The structure will be reviewed by the Company’s The utility and interpretation of this Policy will be at the sole
leadership from time to time. discretion of the NR Committee/Board.

ANNEXURE - IV
DISCLOSURES PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 READ WITH
SEBI CIRCULAR DATED JUNE 16, 2015 ON ESOP DISCLOSURES FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018.
Sl. No. Particulars Employee Incentive Scheme, 2014

1. Date of shareholders’ approval September 22, 2014 through postal ballot
2. Total number of options/RSU’s approved 4,990,000
under Employee Incentive Scheme, 2014
3. Vesting requirements The Options/RSUs granted under Employee Incentive Scheme, 2014 (and various plans
formulated thereunder) would vest not earlier than one year from the Grant Date in
accordance with the SEBI Guidelines and not later than such Vesting Period as may be
determined by the Nomination and Remuneration Committee from time to time on the
Grant Date.
Vesting of RSUs shall be subject to the condition that the Grantee is in continuous
employment with the Company and is not serving any notice of resignation on the date
of such vesting (except in the case of (i) death; (ii) permanent disability suffered by the
Grantee; (iii) retirement; or (iv) transfer to an entity within the Group) and shall not be
subject to any pending disciplinary proceeding and thus, the Options and/or RSUs would
vest on passage of time.
In addition to the above, the Nomination and Remuneration Committee may also specify
certain performance parameters subject to which the Options and/or RSUs would vest.
The specific vesting schedule and conditions, if any, subject to which vesting would take
place would be outlined in the Letter of Grant given to the Grantee at the time of the
grant of Options and/or RSUs.
4. Exercise price or pricing formula The Option and/ or RSU Exercise Price would be determined by the Nomination and
Remuneration Committee, provided that the Exercise Price shall not be less than the face
value of the equity shares of the Company on the date of grant of Options/ RSU.
5. Maximum term of options granted The Options and/or RSUs Granted to a Grantee shall be capable of being exercised
within a period of not exceeding seven years from the date of Grant of the respective
Options and/or RSUs or such other period as may be determined by the Nomination and
Remuneration Committee from time to time.
6. Source of shares (primary, secondary or Primary
combination)
7. Variation in terms of options Subject to applicable law, the Nomination and Remuneration Committee will at its
absolute discretion have the right to modify/amend the Employee Incentive Scheme,
2014 in such manner and at such time or times as it may deem fit, subject however
that any such modification/amendment shall not be detrimental to the interest of the
Grantees/ Employees and approval wherever required for such modification/ amendment
is obtained from the shareholders of the Company in terms of the SEBI Guidelines.
During the year, no amendment/ modification/ variation has been introduced in terms of
options granted by the Company.
8. Method used to account for ESOS - Intrinsic The employee compensation cost has been calculated using the fair value method for
or fair value options using the Black-Scholes Options Pricing Model. The employee compensation cost
as per the fair valuation method for the FY 2017 -18 is ` 5.35 crores.
9. Where the Company opts for expensing Not applicable as the Company has calculated employee compensation cost using fair
of the options using the intrinsic value of value method.
the options, the difference between the
employee compensation cost so computed
and the employee compensation cost that
shall have been recognized if it had used the
fair value of the options shall be disclosed.
The impact of this difference on profits
and on EPS of the Company shall also be
disclosed.

Sl. No. Particulars Employee Incentive Scheme, 2014

10. Weighted-average exercise prices and Weighted-average exercise price under Employee Stock Option Plan, 2014 (ESOP 2014) –
weighted-average fair values of options shall ` 2,159
be disclosed separately for options whose Weighted-average exercise price under Employee Stock Option Plan, 2016 (ESOP 2016) –
exercise price either equals or exceeds or is ` 2,469
less than the market price of the stock Weighted-average exercise price under Employee Stock Option Plan, 2017 (ESOP 2017) –
` 2,818
Weighted-average exercise price under Restricted Stock Unit Plan, 2016 (RSU 2016) –
` 2 (Face value of share)
Weighted-average exercise price under Restricted Stock Unit Plan, 2017 (RSU 2017) –
` 2 (Face value of share)
Weighted-average option fair value under ESOP Plan, 2014 – ` 1,228.39
Weighted-average option fair value under ESOP Plan, 2016 –` 1,324.00
Weighted-average option fair value under ESOP Plan, 2017 – ` 1,615.00
Weighted-average option fair value under RSU Plan, 2016 – ` 3,290.00
Weighted-average option fair value under RSU Plan, 2017 – ` 3,663.00
11. A description of the method and significant The fair value of options/RSUs granted under various plans is estimated using the
assumptions used during the year to Black-Scholes option pricing model after applying the following key assumptions:
estimate the fair value of options including
the following information: ESOP ESOP ESOP RSU RSU
2014 2016 2017 2016 2017
(a) the weighted-average values of share
price, exercise price, expected volatility, Share Price 2,995.85 3,292 3,757 3,292 3,292
expected option life, expected dividends, Exercise Price 2,159 2,469 2,818 2 2
the risk-free interest rate and any other Risk Free Interest Rate 8.45% 7.08% 6.42% 7.06% 6.42%
inputs to the model;
Expected Life (in years) 4.85 4.85 4.85 4.55 4.55
(b) the method used and the assumptions
Expected annual volatility of shares 26.87% 27.39% 23.98% 113.57% 107.92%
made to incorporate the effects of expected
early exercise; Expected dividend yield 3.17% 2.87% 2.56% 2.87% 2.56%
(c) how expected volatility was determined, The expected volatility has been calculated using the daily stock returns on NSE, based on
including an explanation of the extent to expected life options of each vest.
which expected volatility was based on
The expected life of the share option is based on historical data and current expectation and
historical volatility; and
not necessarily indicative of exercise pattern that may occur.
(d) whether and how any other features of
the option grant were incorporated into the
measurement of fair value, such as a market
condition
12. Diluted EPS on issue of shares pursuant to all ` 185.13 per share
the schemes covered under the regulations
shall be disclosed in accordance with Indian
Accounting Standard 33 or any other
relevant Indian Accounting Standard as
prescribed from time to time
13. Relevant disclosures in terms of the All relevant disclosures have been made in the financial statements.
‘Guidance note on accounting for employee
share-based payments’ issued by ICAI or any
other relevant Indian Accounting Standard
as prescribed from time to time

Details of option movement during the year
S. No. Particulars ESOP 2014 ESOP 2016 ESOP 2017 RSU 2016 RSU 2017
1. Number of options/RSUs outstanding at the beginning 11,490 41,290 - 11,194 -
of the year
2. Number of options/ RSUs granted during the year - - 29,800 - 15,769
3. Number of options/ RSUs forfeited / lapsed during the 3,198 400 - 752 1,439
year
4. Number of options/ RSUs vested during the year 4,146 8,402 - 3,359 -
5. Number of options/ RSUs exercised during the year 4,146 7,112 - 3,359 -
6. Number of shares arising as a result of exercise of options/ 4,146 7,112 - 3,359 -
RSUs
7. Money realized by exercise of options/ RSUs (INR), if 8,951,214 17,559,528 - 6,718 -
scheme is implemented directly by the Company
8. Loan repaid by the Trust during the year from exercise Not Not Not Not Not
price received Applicable Applicable Applicable Applicable Applicable
9. Number of options/ RSUs outstanding at the end of the 4,146 33,778 29,800 7,083 15,769
year
10. Number of options/ RSUs exercisable at the end of the - 1,290 - - -
year
11. Employee wise details (name of employee, designation,
number of options/ RSUs granted during the year,
exercise price) of options granted to -
(a)
Key Managerial Personnel/ senior managerial None None Refer Note 1 None Refer Note 1
personnel; below below
(b) any other employee who receives a grant in any one None None Refer Note 1 None Refer Note 1
year of option/ RSU amounting to 5% or more of below below
option/ RSUs granted during that year; and
(c)
identified employees who were granted option, None None None None None
during any one year, equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and
conversions) of the Company at the time of grant.
Note 1
Employee Name Designation No. of options to senior

managerial personnel
ESOP 2016
Vikram Sitaram Kasbekar Executive Director - Operations (Plants) 1,770*
Rajat Bhargava Head - Strategy & Performance Transformation and 3,550*
Global Business
Ashok Bhasin Head - Digitization 1,770*
Sanjay Bhan Head - Sales & After Sales 1,060
Vijay Sethi Chief Information Officer, Head - CSR & CHRO 1,060
Neeraj Mathur Head - Strategic Sourcing & Supply Chain 1,060
Surender Kumar Chhabra Vice President - Corporate Finance 1,060
Neerja Sharma Company Secretary & Chief Compliance Officer 710

Employee Name Designation No. of options to senior

managerial personnel
Rakesh Vasisht Associate Vice President 710
Malo Le Masson Head - Global Product Planning 710
Ravi Kumar Pisipaty Plant Head - Dharuhera Plant 530
Mukesh Goyal Plant Head - Haridwar Plant 530
Mahesh Kumar Kaikini Plant Head - Gurgaon Plant 530
Pankaj Agarwal Associate Vice President - Strategic Sourcing & Supply 530
Chain
Ravi Sabharwal General Counsel 530
Gurinder Sandhu Head - Marketing 530
Markus Feichtner Head - Engine Design and Development 530
Bharatendu Kabi Senior General Manager 430
Total 17,600
RSU 2017
Markus Braunsperger Chief Technology Officer 9,010
Niranjan Gupta Chief Financial Officer 5,320
Sanjay Jorapur# Chief Human Resources Officer 1,439
Total 15,769
* 5% or more options of total granted during the year

# Resigned effective March 21, 2018

ANNEXURE - V
CORPORATE GOVERNANCE REPORT 2017-18
The Company’s philosophy of Corporate Governance is strongly resources, in turn, are leveraged to maximize long-term shareholder
embedded on eternal principles of transparency, fairness, integrity, value, on a sustainable basis, while preserving the interests of
equity and accountability. The Corporate Governance at HMCL is multiple stakeholders, including the society at large.
about doing the ‘right things’ in the ‘right manner’. It is a reflection of
BOARD OF DIRECTORS
us - our value system, work culture & thought process.
The Company has put in place an internal governance structure with
The governance philosophy of the Company is all-encompassing defined roles and responsibilities of every constituent within the
and your Company believes that sound Corporate Governance system. The Board of Directors (‘the Board’) is responsible for overall
is critical to enhance and retain investor trust. Your Company governance of the Company.
continues to strengthen its governance principles to generate long
The Board has an optimum combination of Executive and Non-
term value for its stakeholders on sustainable basis, thus ensuring
Executive Directors. As on March 31, 2018, the Company’s Board
ethical and responsible leadership both at the Board and at the
comprised of eleven Directors, with two Executive Directors, one of
management levels. The Company relentlessly strives to align its
them being the Chairman, one Non-Executive Director and eight
vision and business strategy with the welfare and best interest of all
Non-Executive and Independent Directors, including one woman
stakeholders. It is our strong belief that good Corporate Governance
Director.
practices are powerful enablers, which infuse trust and confidence
and are able to attract and retain financial and human capital. These Composition of the Board as on March 31, 2018 is given in Table 1.
Table 1: Company’s Board

Names of Directors Category Details of Directorships Committee Memberships*
Indian Companies Foreign Number of Number of
Companies Committee Committee
Memberships Chairmanships
held held
Public Others (excluding Private, Foreign and
Companies Section 8 Companies)
Mr. Pawan Munjal Chairman, Managing Director & CEO 3 6 - - -
Mr. Pradeep Dinodia Non-Executive & Independent 7 3 - 8 5
Dr. Pritam Singh Non-Executive & Independent 3 - - 4 1
Gen. (Retd.) V. P. Malik Non-Executive & Independent 4 - - 4 -
Mr. M. Damodaran Non-Executive & Independent 5 3 - 8 2
Dr. Anand C. Burman Non-Executive & Independent 7 13 4 - -
Mr. Ravi Nath Non-Executive & Independent 4 5 - 3 1
Ms. Shobana Kamineni Non-Executive & Independent 10 4 1 - -
Mr. Paul Edgerley Non-Executive & Independent 1 4 5 - -
Mr. Suman Kant Munjal Non-Executive 3 12 - 1 -
Mr. Vikram Sitaram Kasbekar Whole-time Director 2 - 1 - -
* As required by Regulation 26 of Listing Regulations, the disclosure includes memberships/chairmanships of the Audit Committee and Stakeholders’ Relationship
Committee.
Mr. Pawan Munjal and Mr. Suman Kant Munjal are promoter Directors Independent Director in more than 3 listed companies.
and are brothers. Apart from this, there is no inter-se relationship
among other Directors. None of the Directors on the Board is a Director in more than 10
public companies or is a member in more than 10 Committees or
Majority of Directors on the Board of the Company are Independent Chairperson of more than 5 Committees.
Directors. None of the Independent Directors of the Company is
serving as an Independent Director in more than 7 listed companies. INDEPENDENT DIRECTORS
Further, no Independent Director of the Company who is a The Independent Directors of the Company are individuals of
Whole-time Director in another listed company is serving as an eminence & repute in their respective fields and help in bringing

an independent judgment to bear on the Board‘s deliberations, BOARD SUPPORT AND ROLE OF COMPANY SECRETARY
especially on issues of strategy, performance, risk management, IN GOVERNANCE PROCESS
resources, key appointments, corporate governance and standards
of conduct. In accordance with the criteria set for selection of The Company Secretary plays a pivotal role in ensuring that
Independent Directors and for determining their independence, the Board procedures are followed and regularly reviewed,
the Nomination and Remuneration Committee (‘NRC’) of the Board, investors’ queries are handled promptly and reports to the Board
inter-alia, considers the qualifications, positive attributes, area(s) about compliance with the applicable statutory requirements and
of expertise and Directorships/Committee memberships held by laws.
these individuals in other companies. The Board considers the NRC’s
recommendations and takes appropriate decisions in appointment The process for the Board and Committee meetings provides
of the Independent Directors. an effective post meeting follow-up, review and reporting
of decisions taken by the Board and Committee members at
ROLE OF THE BOARD OF DIRECTORS their respective meetings. Important decisions taken at Board
The primary role of the Board is that of trusteeship to protect and Committee meetings are communicated promptly to the
and enhance shareholders’ value through strategic direction to concerned departments/HoDs. Action taken reports (ATRs)
the Company. The Board critically evaluates Company’s strategic on decisions taken or recommendations made by the Board/
direction, management policies and their effectiveness. Agenda Committee members at the previous meeting(s) are circulated at
for the Board includes strategic review from each of the Board the next meeting.
Committees, a detailed analysis and review of annual strategic and
operating plans and capital allocation and budgets. Ms. Neerja Sharma is the Company Secretary and the Chief
Compliance Officer of the Company.
The Board periodically reviews possible risks and risk mitigation
measures, financial reports from the Chief Financial Officer (CFO), BOARD MEETINGS
compliance reports from the Company Secretary and business During FY 2017-18, the Board met five times viz. on May 10, 2017,
reports from other executive management teams. These detailed July 25, 2017, November 1, 2017, February 6, 2018 and March 19,
meetings and one-to-one interactions set the agenda and provide 2018. The gap between any two consecutive meetings of the Board
the strategic road map for the Company. The Board has also of Directors of the Company was not more than 120 days.
established various Committees to discharge its responsibilities in an
efficient and effective manner. The Chairman, Managing Director & Directors’ attendance at Board meetings and the Annual General
CEO provides overall direction and guidance to the Company and is Meeting (AGM) of the Company held during the year ended March
assisted by the Executive Management Team (‘EMT’). 31, 2018 is given in Table 2.
Table 2: Directors’ attendance record during FY 2017-18 at Board and previous Annual General Meeting
Names of Directors Number of Board Meetings Attendance at Previous AGM
Held Attended
Executive Directors
Mr. Pawan Munjal 5 5 Yes
Mr. Vikram Sitaram Kasbekar 5 5 Yes
Non-Executive Directors
Mr. Suman Kant Munjal 5 4 Yes
Non-Executive and Independent Directors
Mr. Pradeep Dinodia 5 5 Yes
Dr. Pritam Singh 5 4 Yes
Gen. (Retd.) V. P. Malik 5 5 Yes
Mr. M. Damodaran 5 5 Yes
Dr. Anand C. Burman 5 3 No
Mr. Ravi Nath 5 4 Yes
Ms. Shobana Kamineni 5 2 Yes
Mr. Paul Edgerley 5 1 No

Shareholding of Non-Executive Directors as on March 31, 2018
Names of Directors Category No. of shares held Beneficiary

Mr. Suman Kant Munjal Non-Executive Director 71,250 Self
10,833 As Karta of HUF
9,309,018 On behalf of Brijmohan Lal Om Parkash,
Partnership Firm
Mr. Pradeep Dinodia Non-Executive and Independent Director 890 Self and through Relatives
Apart from the above, none of the Non-Executive (including meetings annually is currently in place in the Company. However,
Independent) Directors hold any shares (as own or on behalf of any additional Board meetings are convened, from time to time, as per
other person on beneficial basis) in the Company as on March 31, specific requirements by giving appropriate notice. Wherever it is
2018. not possible to convene a Board Meeting, resolutions are passed by
circulation in order to meet the business exigencies.
FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS
The Company regularly provides orientation and business overview The Board is given presentations covering various aspects of
to its Directors by way of detailed presentations by the various business, major subsidiaries, global and domestic business
business & functional heads at Board meetings and through other environment, safety and environment related matters, strategy and
interactive programs. Such meetings/programs include briefings on risk management practices.
the culture, values, business model, domestic and global business of
In addition to regular business items, the following information is
the Company, the roles and responsibilities of Directors and senior
regularly placed before the Board:
executives. Besides these, the Directors are regularly updated about
Company’s new projects, R&D initiatives, changes in regulatory • Annual operating plans and budgets and any updates;
environment and strategic direction.
• Capital budgets and any updates;
The Board members are also provided relevant documents, reports
• Quarterly results of the Company and its operating divisions or
and internal policies to facilitate familiarization with the Company’s
business segments;
procedures and practices, from time to time.
• Minutes of meetings of Audit Committee and other
The details of Company’s familiarization programs for Directors are Committees of the Board of Directors;
posted on the Company’s website, www.heromotocorp.com and
can be viewed at the following link: https://www.heromotocorp. • Information on recruitment and remuneration of senior
com/en-in/about-us/familiarisation-program-of-independent- officers just below the Board level, including appointment or
directors.html. removal of Chief Financial Officer and the Company Secretary;
CODE OF CONDUCT FOR THE BOARD AND SENIOR • Show cause, demand, prosecution notices and penalty notices,
MANAGEMENT PERSONNEL which are materially important;
The Company has laid down a comprehensive Code of Conduct • Fatal or serious accidents, dangerous occurrences, any material
(‘Code’) for the Board and senior management personnel of the effluent or pollution problems;
Company.
• Any material default in financial obligations to and by the
The Company has received affirmations from Board members as well Company or substantial non-payment for goods sold by the
as senior management confirming their compliance with the said Company;
Code for FY 2017-18. An annual declaration signed by the Chairman,
Managing Director & CEO to this effect forms part of this Report as
• Any issue, which involves possible public or product liability
claims of substantial nature, including any judgment or
Annexure - VII.
order which may have passed strictures on the conduct of
The Code is available on the website of the Company at the the Company or taken an adverse view regarding another
following link: https://www.heromotocorp.com/en-in/about-us/ enterprise that can have negative implications on the
code-of-conduct.html. Company;
BOARD/COMMITTEE MEETINGS & PROCEDURES • Details of any joint venture or collaboration agreements;
Frequency of meetings and information supplied • Transactions that involve substantial payment towards
A well-defined system of convening at least 4 pre-scheduled Board goodwill, brand equity or intellectual property;

• Significant labour problems and their proposed solutions. The Audit Committee has the following terms of reference:
Any significant development in human resources/ industrial
relations front, like signing of wage agreement, implementation
• Recommendation for appointment, remuneration and terms
of appointment of auditors of the Company;
of voluntary retirement scheme etc.;
• Sale of investments, subsidiaries, assets which are material in • Review and monitor the auditors’ independence and
nature and not in the normal course of business; performance and effectiveness of audit process;
• Quarterly details of foreign exchange exposures and the steps • Examination of the financial statements and the Auditors’
taken by management to limit the risks of adverse exchange Report thereon;
rate movement, if material;
• Approval or any subsequent modification of transactions of
• Non-compliance of any regulatory, statutory or listing the Company with related parties;
requirements and shareholders’ services such as non-payment
of dividend, delay in share transfer etc. • Scrutiny of inter-corporate loans and investments;
Information supplied for Board/Committee Meetings • Valuation of undertakings or assets of the Company, wherever
necessary;
The agenda and corresponding notes to agenda for all Board and
Committee meetings are circulated to Directors in advance in • Evaluation of internal financial controls and risk management
a defined format. All material information is incorporated in the systems;
agenda for facilitating meaningful and focused discussions at the
meetings. Where it is not practicable to attach any document to the • Monitoring the end use of funds raised through public offers
agenda, it is tabled before the meeting. The quantum and quality of and related matters;
information supplied by the management to the Board goes well
beyond the minimum requirements stipulated under the Companies
• Operate the vigil mechanism in the Company.
Act, 2013 (‘Act’), Secretarial Standards on Meetings of the Board of Apart from above, following are the terms of reference in accordance
Directors issued by The Institute of Company Secretaries of India and with the Listing Regulations:
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). • Oversight of the Company’s financial reporting process and
the disclosure of its financial information to ensure that the
Minutes of Board/Committee Meetings financial statements are correct, sufficient and credible;
Minutes of proceedings of each Board and Committee meetings
are recorded and draft minutes are circulated to Board/Committee • Approval of payment to statutory auditors for any other
members for their confirmation within 15 days from the date of services rendered by the statutory auditors;
meeting. The inputs, if any, of the Board & Committee Members are
• Reviewing with the management, the annual financial
duly incorporated in the minutes after which these are entered in
statements and Auditors’ Report thereon before submission to
the minutes book within 30 days from the date of meeting.
the Board for approval, with particular reference to:
MEETING OF INDEPENDENT DIRECTORS
o Matters required to be included in the Directors’
Independent Directors of the Company had two meetings during Responsibility Statement forming part of the Board’s
FY 2017-18, i.e. on May 10, 2017 and November 1, 2017. Report in terms of clause (c) of sub-section 3 of Section
134 of the Companies Act, 2013;
COMMITTEES OF THE BOARD
Audit Committee o Changes, if any, in accounting policies and practices and
reasons for the same;
Your Company has a duly constituted Audit Committee and its
composition as well as charter are in line with the requirements o Major accounting entries involving estimates based on
of the Act and Listing Regulations. As on March 31, 2018, Audit the exercise of judgment by management;
Committee comprised of four Non-Executive and Independent
o Significant adjustments made in the financial statements
Directors. Mr. Pradeep Dinodia, a leading Chartered Accountant, is
arising out of audit findings;
the Chairman of the Committee. Other members of the Committee
are Gen. (Retd.) V.P. Malik, Mr. M. Damodaran and Dr. Pritam Singh, o Compliance with listing and other legal requirements
all learned and eminent personalities in their respective fields. relating to financial statements;
All members of the Committee are financially literate and have
o Disclosure of any related party transactions;
accounting or related financial management expertise as mandated
by the Listing Regulations. o Qualifications in the draft audit report.

• Reviewing with the management, the quarterly financial • Approval of appointment of CFO (i.e., the whole-time Finance
statements before submission to the Board for approval; Director or any other person heading the finance function or
discharging that function) after assessing the qualifications,
• Reviewing with the management, the statement of uses / experience and background, etc. of the candidate;
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds • Carrying out any other function as is mentioned in the terms of
utilized for purposes other than those stated in the offer reference of the Audit Committee.
document / prospectus / notice and the report submitted
by the monitoring agency monitoring the utilization of The Audit Committee also mandatorily reviews the following
proceeds of a public or rights issue and making appropriate information:
recommendations to the Board to take up steps in this matter;
1. Management discussion and analysis of financial condition
• Approval of any subsequent modification of transactions of and results of operations;
the Company with related parties; 2. Statement of significant related party transactions (as defined
by the Audit Committee), submitted by management;
• Reviewing, with the management, performance of statutory
and internal auditors and adequacy of the internal control 3. Management letters/letters of internal control weaknesses
systems; issued by the statutory auditors;
• Reviewing the adequacy of internal audit function, if any, 4. Internal audit reports relating to internal control weaknesses;
including the structure of the internal audit department, and
staffing and seniority of the official heading the department, 5. Appointment, removal and terms of remuneration of the
reporting structure coverage and frequency of internal audit; Internal Auditor shall be subject to review by the Audit
Committee.
• Discussion with internal auditors of any significant findings
and follow-up there on; Upon invitation, the CFO, Internal Auditor, statutory auditors of the
Company attend meetings of the Audit Committee. The Company
• Reviewing the findings of any internal investigation by the
internal auditors into matters where there is suspected fraud or Secretary acts as the Secretary of the Audit Committee.
irregularity or a failure of internal control systems of a material
During FY 2017-18, four meetings of the Audit Committee were
nature and reporting the matter to the Board;
held on May 09, 2017, July 24, 2017, October 31, 2017 and February
• Discussion with statutory auditors before the audit 05, 2018 in due compliance with the provisions of the Act and
commences, about the nature and scope of audit as well as Listing Regulations. In addition to the above Audit Committee
post-audit discussion to ascertain any area of concern; meetings, a joint meeting of the members of Audit Committee and
Risk Management Committee was held on January 12, 2018. The
• To look into the reasons for substantial defaults in the payment meeting was attended by Mr. Pradeep Dinodia, Mr. M. Damodaran,
to the depositors, debenture holders, shareholders (in case of Mr. Ravi Nath and Gen. (Retd.) V. P. Malik.
non-payment of declared dividends) and creditors;
The Composition of the Audit Committee and attendance details of
• To review the functioning of the whistle blower mechanism; members are given below in Table 3.
Table 3: Details of Audit Committee Members and Number of Meetings Attended
Names of Committee Members Position held No. of meetings held No. of meetings
during FY 2017-18* attended*
Mr. Pradeep Dinodia Chairman 5 5
Gen. (Retd.) V. P. Malik Member 5 5
Dr. Pritam Singh Member 5 4
Mr. M. Damodaran Member 5 5
* Includes joint meeting of Audit Committee and Risk Management Committee held on January 12, 2018

Reporting of Internal Auditor • To formulate criteria for evaluation of Independent Directors

The Internal Auditor of the Company attends meetings of Audit and the Board;
Committee on a regular basis and findings of internal audits are
reported directly to the Audit Committee. • To identify persons who are qualified to become directors and
who may be appointed in senior management in accordance
NOMINATION AND REMUNERATION COMMITTEE with the criteria laid down and recommend to the Board, their
The Company has a duly constituted Nomination and Remuneration appointment and removal;
Committee (‘NRC’) which, inter-alia, identifies and recommends
persons who are qualified to become directors or appointed as part
• To carry out evaluation of every director’s performance;
of senior management and reviews and recommends payment of • To devise a policy on Board diversity;
annual salaries to the Executive Directors of the Company besides
finalizing their service agreements and other employment terms and • To administer and superintend the ESOP including but not
conditions. The NRC takes into consideration the best remuneration limited to the formulation of detailed terms and conditions of
practices being followed in the industry while fixing appropriate the ESOS;
remuneration packages and also administers employee stock option
schemes. • To allot shares and issue share certificates against the options
exercised in terms of Employees Incentive Scheme of the
The nomenclature, constitution and terms of reference of NRC are Company as approved by shareholders from time-to-time.
in consonance with the provisions of Section 178 of the Act and
Regulation 19(4), read with Schedule II of Listing Regulations. As on March 31, 2018, the NRC comprised of 3 Independent Directors
viz. Gen. (Retd.) V. P. Malik as Chairman and Mr. Pradeep Dinodia and
The terms of reference of the NRC, inter-alia, include the following: Mr. Ravi Nath as members.
• To formulate and recommend to the Board of Directors, the During FY 2017-18, three meetings of the NRC were held on May 09,
Company’s policies relating to the remuneration for the 2017, October 31, 2017 and February 07, 2018.
Directors, Key Managerial Personnel and other employees,
criteria for determining qualifications, positive attributes and The Composition of NRC and attendance details of members are
independence of a director; given below in Table 4.
Table 4: Details of Nomination and Remuneration Committee Members and Number of Meetings Attended
Names of Committee Members Position held No. of meetings held during No. of meetings attended
FY 2017-18
Gen. (Retd.) V. P. Malik Chairman 3 3
Mr. Pradeep Dinodia Member 3 3
Mr. Ravi Nath Member 3 3
Remuneration Policy • Reflective of line expertise and market competitiveness so as

The Company’s Remuneration Policy represents the overreaching to attract the best talent.
approach of the Company to the remuneration of Directors and
The policy is annexed as Annexure - III to the Board’s Report.
senior management.
Remuneration paid to Executive Directors
The compensation of Directors, Key Managerial Personnel, senior
As per the Remuneration Policy, the remuneration paid to Executive
management and other employees is based on the following
Directors is recommended by the NRC and approved by the Board in
principles:
the Board meeting, subject to subsequent approval by shareholders
• Aligning key executive and Board remuneration with the at the general meeting and such other authorities, as the case may
longer term interests of the Company and its shareholders; be. The remuneration is arrived at after considering various factors
such as qualification, experience, expertise, prevailing remuneration
• Minimizing complexity and ensuring transparency;
in the industry and the financial position of the Company.
• Link to long term strategy as well as annual business
The remuneration paid to Executive Directors is commensurate with
performance of the Company;
their respective roles and responsibilities. Remuneration paid to
• Promoting a culture of meritocracy and linked to key Executive Directors, subject to limits prescribed under Part II, Section I
performance and business drivers; and of Schedule V to the Companies Act, 2013, generally consists of fixed

salary, perquisites, allowances and retiral benefits, performance linked the NRC and such other benefits in accordance with market practices.
bonus by whatever name called, grant of stock options as decided by Table 5 gives details of remuneration paid to Executive Directors.
Table 5: Remuneration to Executive Directors#

(` in crores)
Names of Directors Basic Salary Perquisites, Commission (Fixed) Total

Allowances & Retirals
Mr. Pawan Munjal 9.00 14.72 51.72 75.44
Mr. Vikram Sitaram Kasbekar* 2.07 4.18 - 6.25
#
No notice period and severance fee is payable to Executive Directors as on March 31, 2018.
* During the year under review, 1,770 stock options were granted to Mr. Kasbekar under the Employee Stock Option Plan.
Remuneration paid to Non-Executive Directors factors such as Director’s participation in Board and Committee
The Non-Executive Directors of the Company are paid sitting fees meetings during the year, other responsibilities undertaken, such as
Membership or Chairmanship of Committees, etc. were taken into
of 1 lakh for attending each meeting of the Board, Committees
consideration.
thereof and any other meetings of the Directors. The Non-Executive
and Independent Directors are also entitled to remuneration by way Non-Executive Directors do not have any other pecuniary
of commission aggregating upto 1% of net profits of the Company relationship with the Company except as stated above.
pursuant to the provisions of Sections 197 and 198 of the Act in Table 6 gives details of remuneration paid to Non-Executive
addition to the sitting fees. While deciding the remuneration, various Directors.
Table 6: Remuneration to Non-Executive Directors#

(` in crores)
Names of Directors Sitting fees Commission Total
Mr. Suman Kant Munjal 0.04 0.14 0.18
Mr. Paul Edgerley 0.02 0.06 0.08
Mr. Pradeep Dinodia 0.21 0.70 0.91
Gen. (Retd.) V. P. Malik 0.17 0.59 0.76
Dr. Pritam Singh 0.12 0.46 0.58
Mr. M. Damodaran 0.18 0.61 0.79
Mr. Ravi Nath 0.16 0.40 0.56
Dr. Anand C. Burman 0.05 0.15 0.20
Ms. Shobana Kamineni 0.02 0.07 0.09
#
No stock options have been granted to any Non-Executive or Independent Directors.
During FY 2017-18, the Company did not advance any loans to STAKEHOLDERS’ RELATIONSHIP COMMITTEE (‘SRC’)
any of its Directors. Further, there are no pecuniary relationships or This Committee looks into investors’ grievances arising out of issues
transactions between the Independent Directors and the Company, regarding share transfers, dividends, dematerialisation and related
other than the sitting fees and commission drawn by the Non- matters and takes requisite action(s) to redress the same.
Executive and Independent Directors.
The terms of reference of the SRC, inter-alia, include the following:
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT
DIRECTORS • To take note and consider total number of shareholders’
complaints received so far including from all authorities;
A formal evaluation of performance of the Board, its Committees,
the Chairman and individual Directors was carried out for • To take note of the complaints not solved to the satisfaction of
FY 2017-18, details of which are provided in the Board’s Report. shareholders;

• To take note of total number of pending share transfers; and Committee were held on July 25, 2017 and February 06, 2018.
The Company Secretary acts as the Secretary of the Stakeholders‘
• To consider and resolve the grievances of the security holders
including complaints related to transfer of shares, non-receipt Relationship Committee.
of annual report and non-receipt of declared dividends. The details of the Stakeholders’ Relationship Committee are given
During the year, two meetings of the Stakeholders’ Relationship in Table 7.
Table 7: Details of Stakeholders’ Relationship Committee Members and Number of Meetings Attended
FY 2017-18
Dr. Pritam Singh Chairman 2 2
Mr. M. Damodaran Member 2 2
Investors’ Grievances Redressal:

During FY 2017-18, the following complaints were received and resolved to the satisfaction of shareholders. As on March 31, 2018,
26 complaints were pending.
S. No. Nature of Complaints Opening Received Resolved Closing (Pending)

1. Non-receipt of shares 1 85 80 6
2. Non-receipt of dividend 1 395 380 16
3. Complaints lodged with Authorities 6 104 106 4
4. Non-receipt of securities after transfer/transmission/duplicate/ 0 3 3 0
remat/name correction etc.
CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) COMMITTEE • Recommendation of CSR policy to the Board;
The CSR Committee is responsible for formulation and
recommendation of the CSR Policy of the Company. It also • Recommendation of the amount of expenditure to be incurred
recommends the amount of expenses to be incurred on CSR on the activities referred above; and
activities and effectively monitors the implementation of the Policy.
• Monitoring the implementation of the policy.
The terms of reference of the CSR Committee, inter-alia, include the
following: During the year, two meetings of the CSR Committee were held
on May 09, 2017 and October 31, 2017. The Company Secretary
• Formulation of CSR Policy as specified in Schedule VII of the Act, acts as the Secretary of the CSR Committee. The details of the CSR
indicating the activities, projects, timelines and expenditure Committee are given in Table 8.
thereon;
Table 8: Details of Corporate Social Responsibility Committee Members and Number of Meetings Attended
FY 2017-18
Mr. Pawan Munjal Chairman 2 2
Gen. (Retd.) V. P. Malik Member 2 2
RISK MANAGEMENT COMMITTEE (‘RMC’) The terms of reference of the RMC, inter-alia, include the following:
The Company has a duly constituted Risk Management Committee • Development of a formal risk management structure;
which assists the Board in its oversight of the Company’s • Formation of an executive management team, if deemed
management of key risks, as well as the guidelines, policies and necessary and delegation of responsibility to it;
procedures, monitoring and integrating such risks within overall • Creation of a separate risk management function or
business risk management framework. department, if deemed necessary;

• Defining risks across the organisation; During the year under review, four meetings of the RMC were held
on May 10, 2017, July 24, 2017, November 1, 2017 and February
• Monitoring of material risks to which the organisation is 05, 2018. In addition to the above Risk Management Committee
exposed and ensuring implementation of appropriate meetings, a joint meeting of the members of Audit Committee and
mitigation plan; Risk Management Committee was held on January 12, 2018. The
• Ensuring the sustainability of risk management framework and meeting was attended by Mr. Pradeep Dinodia, Mr. M. Damodaran,
process through continuous review mechanism; and Mr. Ravi Nath and Gen. (Retd.) V. P. Malik. The Company Secretary acts
as the Secretary of the Risk Management Committee. The details of
• Delegation of any of the aforesaid tasks as the RMC may deem the Risk Management Committee are given in Table 9.
fit.
Table 9: Details of Risk Management Committee Members and Number of Meetings Attended
FY 2017-18
Mr. M. Damodaran Chairman 4 4
COMMITTEE OF DIRECTORS the Secretary of the Committee. The meetings of the Committee are
The Company has a Committee of Directors which presently convened on a need basis. During the financial year under review,
comprises of Mr. Pawan Munjal as Chairman, Mr. Vikram S Kasbekar eleven meetings of the Committee of Directors were held. The
and Mr. Pradeep Dinodia as its members. The Company Secretary is details of the Committee of Directors are given in Table 10.
Table 10: Details of Committee of Directors
FY 2017-18
Mr. Pawan Munjal Chairman 11 11
Mr. Vikram S Kasbekar Member 11 10
SHARE TRANSFER COMMITTEE (‘STC’) Board was required as all transactions were on an arm’s length basis
The role of the STC is to attend to the requests pertaining to and in the ordinary course of business. Related party transactions
share transfer, transmission etc. CFO, Vice President (Finance) and pursuant to Accounting Standard 24 were, however, disclosed to the
Company Secretary are ex-officio members along with Mr. Neeraj Board.
Mathur, VP-Strategic Sourcing & Supply Chain who is also nominated
There were no material significant related party transactions entered
as member of the Committee. During the year under review, thirteen
into by the Company with the promoters, Directors, Key Managerial
meetings of the STC were held.
Personnel or other related parties, which may have a potential
DISCLOSURES conflict with the interest of the Company at large.
Insider Trading The policy on dealing with related party transactions is disclosed on
In terms of the SEBI (Prohibition of Insider Trading) Regulations, the Company’s website, link for which is https://www.heromotocorp.
2015 (‘PIT Regulations’), the Company has a comprehensive Code com/en-in/about-us/key-policies/related-party-transactions.html.
of Conduct for regulating, monitoring and reporting of trading by
Insiders. The said Code lays down guidelines which provide for the Disclosure of Policy on Material Subsidiaries
procedure to be followed and disclosures whilst dealing with shares The policy for determining material subsidiaries is available on the
of the Company. Company’s website, www.heromotocorp.com at the following link:
https://www.heromotocorp.com/en-in/about-us/key-policies/
Related Party Transactions policy-on-material.html.
In terms of Section 188(1) of the Act, all related party transactions
entered into by the Company during FY 2017-18 were carried out Accounting Treatment in preparation of Financial Statements
with prior approval of the Audit Committee. No approval of the The financial statements have been prepared in accordance with

Ind AS notified under the Companies (Indian Accounting Standards) denied access to the Audit Committee for reporting concerns, if any.
Rules, 2015. The said policy/ mechanism is disclosed on the Company’s website,
link for which is https://www.heromotocorp.com/en-in/about-us/
Compliances by the Company
key-policies/vigil-mechanism-policy.html.
No penalties have been imposed or strictures passed against the
Company by the stock exchanges, the Securities and Exchange The Company has put in place a whistle blower policy to support the
Board of India or any statutory authority on any matter related to Code of Conduct. The details about the vigil mechanism form part
capital markets during the last three years. of the Board’s Report.
Commodity Price Risk or Foreign Exchange Risk and Hedging

Securities of the Company have not been suspended for trading
Activities
at any point of time during the year and the Company has duly
complied with corporate governance requirements as specified Your Company has an exposure of commodity price risk and foreign
under Regulations 17 to 27 and clause (b) to (i) of Regulation 46 (2) exchange risk denominated in USD for exports and USD, EUR and
of the Listing Regulations. JPY in respect of its imports. The Company uses various instruments
as approved under the central bank regulations to hedge these
Quarterly reports on compliance with Corporate Governance as exposures. Details of the hedged and unhedged positions are
per Regulation 27 of the Listing Regulations were duly filed with available in the Notes to Standalone Financial Statements in the
the stock exchanges within the stipulated time and same are also Annual Report.
available on website of the Company at https://www.heromotocorp.
com/en-in/investors/corporate-governance.html. Disclosures with respect to demat suspense account/ unclaimed
suspense account
Vigil Mechanism/Whistle Blower Policy As per Schedule V of SEBI (Listing Obligations and Disclosure
In compliance with the SEBI Regulations, the Company has a policy/ Requirements) Regulations, 2015, the status of the unclaimed equity
mechanism on dealing with whistle blowers, which is approved by shares lying in the demat suspense account is given in Table 11
the Audit Committee of the Company. The Audit Committee reviews below. The voting & beneficial rights on these shares are frozen till
the same as and when required. During the year, no individual was the rightful owners of such shares claim the shares.
Table 11: Status of Unclaimed Equity Shares lying in the Demat Suspense Account
Particulars No. of Shareholders No. of Equity Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying 715 212,610
at the beginning of the year.
Number of shareholders who approached the Company for transfer of shares from suspense 1 100
account during the year.
Number of shareholders to whom shares were transferred from suspense account during the (1) (100)
year.
Number of shareholders whose shares were transferred to the Demat account of Investors (709) (2,09,940)
Education and Protection Fund (IEPF) Authority.
Aggregate number of shareholders and the outstanding shares in the suspense account lying 5 2,570
at the end of the year.
CEO & CFO CERTIFICATION himself for re-appointment. Brief profile of Mr. Suman Kant Munjal
The Chairman, Managing Director & CEO and the Chief Financial is provided as part of the Notice of 35th AGM forming part of this
Officer (‘CFO’) of the Company furnishes a certificate on quarterly Annual Report.
and annual basis on financial statements of the Company in terms
COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND
of Regulation 33(2)(a) and Regulation 17(8) respectively of the Listing
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Regulations. In terms of Regulation 17(8) of the Listing Regulations,
Mandatory Requirements
the certificate duly signed by the Chairman, Managing Director &
CEO and the CFO of the Company was placed before the Board at The Company is fully compliant with the applicable mandatory
its meeting held on May 02, 2018 and is annexed to this report as requirements under SEBI (Listing Obligations and Disclosure
Annexure - VII. Requirements) Regulations, 2015.
RE-APPOINTMENT OF DIRECTORS Discretionary Requirements

Mr. Suman Kant Munjal, Non-Executive Director of the Company The Board
shall retire by rotation at the ensuing AGM and being eligible, offers The Company has an Executive Chairman.

Shareholders Rights FINANCIAL RESULTS
As a part of good corporate governance practice, the Company Pursuant to Regulation 33 of Listing Regulations, the Company has
sends its quarterly financial results to shareholders whose email regularly furnished within the prescribed timeline the quarterly un-
ids are registered with the depository participants through email audited as well as annual audited financial results to both the stock
after they are approved by the Board and disseminated to the stock
exchanges i.e. NSE & BSE.
exchanges. The results are also published on the website of the
Company, viz. www.heromotocorp.com and in widely circulated Quarterly and annual financial results are also published in English
newspapers. language national daily newspaper (like Indian Express) circulating
Audit Qualifications in the whole of India and in daily newspaper published in the
vernacular language (like Jansatta) in state where registered office of
There are no audit qualifications in the financial statements of FY
the Company is situated.
2017-18. The Company continues to adopt best practices in order to
ensure unqualified financial statements.
NEWS RELEASES AND PRESENTATIONS
Separate post of Chairman and CEO Official news and media releases are sent to stock exchanges on
The office of Chairman and CEO is held by Mr. Pawan Munjal. which the shares of the Company are listed and are also uploaded
on the Company’s website at www.heromotocorp.com.
Reporting of Internal Auditor
The Internal Auditor of the Company attends the meetings of Audit ANNUAL REPORT
Committee on a regular basis. Internal audit findings are reported The Annual Report containing, inter-alia, the audited financial
directly to the Audit Committee. statements (standalone & consolidated), Board’s Report, Auditors’
Report, Management Discussion and Analysis (MDA) report and
MEANS OF COMMUNICATION
other important information is circulated to shareholders and other
Company Website
stakeholders and is also available on the Company’s website at
Pursuant to Regulation 46 of the Listing Regulations, the Company’s
www.heromotocorp.com.
website, www.heromotocorp.com contains a dedicated functional
segment, named ‘INVESTORS’ where all the information meant for REMINDER TO INVESTORS
the shareholders is available, including information on Directors,
Periodical reminders for unclaimed shares and unpaid dividends are
shareholding pattern, quarterly reports, financial results, annual
sent to shareholders as per records of the Company. These details are
reports, press releases, details of unpaid/unclaimed dividends and
various policies of the Company. also uploaded on website of the Company at www.heromotocorp.
com.
NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (‘NEAPS’)
NEAPS is a web-based application designed by the National Stock GREEN INITIATIVE
Exchange of India Ltd. (‘NSE’) for corporate filings. All periodical Information is uploaded on Company’s website for registering email
compliance related filings, like shareholding pattern, corporate ids of shareholders so that annual reports and other information may
governance report, media releases and corporate actions are filed be sent to them in electronic form to save paper.
electronically on NEAPS.
GENERAL BODY MEETINGS
BSE CORPORATE COMPLIANCE & LISTING CENTRE (‘LISTING
Details of Extra-ordinary General Meeting (EGM)/ Annual
CENTRE’)
General Meeting (AGM)
The Listing Centre of BSE Ltd. (‘BSE’) is a web-based application
designed for corporate filings. All periodical compliance filings like Location, date and time of general meetings held during the
shareholding pattern, corporate governance report, media releases, previous 3 (three) years and ordinary and special resolutions passed
among others are filed electronically on the Listing Centre. thereat are given in Table 12 as under:

Table 12: Details of AGMs held
Year Time, Day, Date and Location Summary of Special Resolution(s) Passed
2016-17 10:30 a.m., Friday, July 14, 2017, Air Force Auditorium, No Special Resolution was passed at the meeting.
Subroto Park, New Delhi-110 010
2015-16 10:30 a.m., Friday, September 23, 2016, Air Force No Special Resolution was passed at the meeting.
Auditorium, Subroto Park, New Delhi-110 010
2014-15 11:00 a.m., Monday, August 31, 2015, Air Force - Amendment of Memorandum of Association of the Company.
Auditorium, Subroto Park, New Delhi-110 010
- Adoption of new set of Articles of Association of the Company.
- Remuneration to Non-Executive and Independent Directors by way of
Commission.
Details of EGM held: No EGM was held during the previous 3 (three) years.
POSTAL BALLOT GENERAL SHAREHOLDERS’ INFORMATION

During the FY ended March 31, 2018, no resolution was passed by Annual General Meeting
postal ballot, hence disclosure under this section is not applicable. Date : July 24, 2018
Whether any Special Resolution is proposed to be passed Day : Tuesday

through Postal Ballot: Time : 10:30 a.m.
None of the business proposed to be transacted at the ensuing Venue : Air Force Auditorium,
Annual General Meeting requires passing of Special Resolution Subroto Park,
through postal ballot. New Delhi – 110 010
Financial Calendar: Financial year: April 1, 2017 to March 31, 2018
For FY 2017–18 Results were announced on

First quarter ended June 30, 2017 Tuesday, July 25, 2017
Second quarter and half year ended September 30, 2017 Wednesday, November 1, 2017
Third quarter and nine months ended December 31, 2017 Tuesday, February 6, 2018
Fourth quarter and year ended March 31, 2018 Wednesday, May 2, 2018
For FY 2018–19 Results are likely to be announced by (tentative

and subject to change)
First quarter ended June 30, 2018 Last week of July, 2018
Second quarter and half year ended September 30, 2018 Last week of October, 2018
Third quarter and nine months ended December 31, 2018 First week of February, 2019
Fourth quarter and year ended March 31, 2019 Second week of May, 2019
Book closure March 31, 2018, if declared at the ensuing AGM, will be paid by
The dates of book closure shall be from Friday, July 13, 2018 to August 23, 2018 to those members, whose names appear in the
Tuesday, July 24, 2018 (both days inclusive). register of members/depository records as at the close of business
hours on Thursday, July 12, 2018.
Dividend payment
The Board has declared an interim dividend @ 2750% i.e. ` 55 per Listing on Stock Exchanges
share. The dividend was paid to those shareholders whose names The securities of the Company are listed on the following exchanges:
appeared on the Register of Members as on February 17, 2018 and
1. BSE Limited (BSE)
payment was made on February 23, 2018.
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001
The Board has recommended a final dividend @ 2000% i.e. ` 40 per
2. National Stock Exchange of India Limited (NSE)
share for FY 2017-18.
Exchange Plaza, Plot No. C/1, G Block,
The dividend recommended by the Directors for the year ended Bandra Kurla Complex, Bandra (East), Mumbai-400 051

Stock Codes Annual Listing Fees
The Company’s stock codes on the above stock exchanges are: Annual listing fees for FY 2018-19 has been paid to BSE and NSE
within the stipulated time.
Scrip Code
BSE 500182 Stock Market Data
NSE HEROMOTOCO Monthly high and low quotations as well as the volume of shares
traded at the NSE and BSE are given in Table 13.
The ISIN of the Company is INE158A01026
Table 13: Share Price Data for FY 2017-18

(Equity shares of ` 2 each fully paid-up)
National Stock Exchange of India Limited, Mumbai (NSE)

Month Total Volume High Price (`) Date Volume on Low Price (`) Date Volume on
(No. of Shares) that day that day
Apr-17 5799175 3364.00 27-04-2017 823678 3175.00 06-04-2017 441769
May-17 7120072 3762.00 31-05-2017 424001 3265.00 10-05-2017 424465
Jun-17 6230715 3880.55 05-06-2017 181146 3636.60 27-06-2017 365879
Jul-17 6177500 3804.05 04-07-2017 474327 3605.00 31-07-2017 504658
Aug-17 8606628 4044.00 16-08-2017 475186 3668.05 01-08-2017 685598
Sep-17 7647278 4091.95 01-09-2017 388220 3674.50 28-09-2017 789127
Oct-17 6285161 3870.05 31-10-2017 307237 3661.20 10-10-2017 367529
Nov-17 6806408 3882.90 01-11-2017 338059 3560.75 10-11-2017 307029
Dec-17 7451095 3848.80 26-12-2017 320480 3410.00 13-12-2017 348709
Jan-18 7236236 3810.00 01-01-2018 201102 3526.30 17-01-2018 501484
Feb-18 6460853 3752.45 02-02-2018 469510 3442.00 19-02-2018 246616
Mar-18 6266573 3729.75 13-03-2018 233650 3361.05 23-03-2018 423299
(Source: This information is compiled from the data available on the website of NSE)
HMCL’s Share Price Movement Vis-a-Vis Nifty
4500 9400
4000 9350
3500 9300
3000 9250
HMCL’s Share Price
2500 9200
NSE Nifty
2000 9150
1500 9100
1000 9050
500 9000
0 8950
HMCL

BSE Limited, Mumbai (BSE)

Month Total Volume High Price (`) Date Volume on Low Price (`) Date Volume on
(No. of Shares) that day that day
Apr-17 269033 3360.05 27-04-2017 14192 3180.00 06-04-2017 17469
May-17 667717 3760.00 31-05-2017 12807 3271.90 10-05-2017 34250
Jun-17 342907 3880.25 05-06-2017 25245 3636.55 27-06-2017 37906
Jul-17 3092917 3807.30 18-07-2017 10847 3607.00 31-07-2017 49097
Aug-17 941416 4200.00 23-08-2017 13927 3665.10 01-08-2017 156101
Sep-17 417447 4090.00 01-09-2017 24439 3677.95 28-09-2017 30639
Oct-17 466603 3868.95 31-10-2017 29398 3662.00 10-10-2017 11358
Nov-17 281587 3895.00 01-11-2017 24724 3555.00 10-11-2017 10278
Dec-17 528074 3833.95 22-12-2017 17526 3410.00 13-12-2017 12474
Jan-18 727825 3806.85 01-01-2018 11023 3523.95 29-01-2018 20736
Feb-18 331538 3799.90 07-02-2018 21246 3388.00 05-02-2018 29012
Mar-18 474656 3728.00 13-03-2018 9312 3353.75 23-03-2018 147091
(Source: This information is compiled from the data available on the website of BSE)
HMCL’s Share Price Movement Vis-a-Vis Sensex
4500 30200
4000
30000
3500
29800
3000
HMCL’s Share Price
2500 29600
BSE Sensex
2000 29400
1500
29200
1000
29000
500
0 28800
HMCL Sensex
Distribution of Shareholding by Size

Table 14 lists the distribution of shareholding by number of shares held and shareholding pattern in percentage pursuant to Regulation 31 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on March 31, 2018.
Table 14 : Distribution of Shareholding
No. of shares held (₹ 2 paid-up) Shareholders Shares of ₹ 2 paid-up
Numbers % Numbers %
Upto 5000 99,471 99.21 11,279,916 5.65
5001 - 10000 222 0.22 1,598,867 0.80
10001 - 20000 134 0.13 1,874,992 0.94
20001 - 30000 63 0.06 1,558,344 0.78
30001 - 40000 44 0.04 1,504,403 0.75
40001 - 50000 30 0.03 1,345,525 0.67
50001 - 100000 101 0.10 7,381,791 3.70
100001 & Above 196 0.20 173,167,617 86.71
Total 100,261# 100.00 199,711,455 100.00
# Shareholders grouped on the basis of PAN

Shareholding Pattern as on March 31, 2018
Category No. of Holders No. of Shares Held % Total to No. of No. of Shares
Shares Dematerialised
Indian Promoters 16 69,166,082 34.63 69,166,082
Mutual Funds / UTI/ AIF 37 12,768,200 6.39 12,715,890
Financial Institutions / Banks/NBFCs 39 2,014,936 1.01 2,000,971
Insurance Companies 15 9,280,812 4.65 9,280,812
Foreign Institutional Investors 14 46,632 0.02 46,422
Bodies Corporate/ IEPF 1,103 8,458,869 4.24 8,442,248
Indian Public 95,007 11,676,820 5.85 9,737,661
Trusts 39 1,960,083 0.98 1,960,083
Clearing Members 135 246,321 0.12 246,321
Non Resident Indians 3,079 411,790 0.21 411,110
Foreign Portfolio Investors/Foreign Nationals 777 83,680,910 41.90 83,680,910
Grand Total 100,261# 199,711,455 100.00 197,688,510
# Shareholders grouped on the basis of PAN
Shareholding Pattern as on March 31, 2018 Category of Shareholding as on March 31, 2018
Indian Promoters
Mutual Funds / UTI/ AIF 3.75
41.9 Insurance Companies 33.98

34.63
Bodies Corporate/ IEPF
Indian Public
Trusts 62.27
6.39
Clearing Members
5.85
0.21 Non Resident Indians
1.01
0.12 0.98 0.02
4.24 4.65 Physical NSDL CDSL
Category of Shareholding as on March 31, 2018
Category No. of Holders % to Total Holders Total Shares % to Equity

Physical 3,908 3.75 2,022,945 1.01
NSDL 64,858 62.27 1,95,088,879 97.69
CDSL 35,385 33.98 2,599,631 1.30
Total 104,151 100.00 199,711,455 100.00

Corporate Benefits
Dividend declared for the last 7 (seven) years on 2 paid-up shares
Financial Year Type Dividend per share Dividend Declared Due Dates for Transfer to IEPF
2010-11 Interim 70 3500% June 18, 2018
Final 35 1750% December 03, 2018
2011-12 Final 45 2250% November 15, 2019
2012-13 Final 60 3000% November 16, 2020
2013-14 Final 65 3250% October 10, 2021
2014-15 Interim 30 1500% October 10, 2021
Final 30 1500% November 05, 2022
2015-16 Interim 40 2000% May 14, 2023
Final 32 1600% November 28, 2023
2016-17 Interim 55 2750% May 12, 2024
Final 30 1500% September 18, 2024
2017-18 Interim 55 2750% April 13, 2025
Final (recommended) 40 2000% September 28, 2025
Transfer of Unclaimed Shares to Investor Education and Limited (NSDL) and Central Depository Services (India) Limited
Protection Fund (CDSL).
Pursuant to the provisions of the Investor Education and Protection
As to liquidity, equity shares of the Company are part of the BSE
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
Sensex, BSE-100, BSE-200, BSE-500, BSE Sectoral Indices, S&P CNX Nifty,
(the ‘Rules’) notified by the Ministry of Corporate Affairs effective
S&P CNX 500 and CNX 100. Further, the equity shares of the Company
September 7, 2016, as amended, all shares (eligible till FY 2009-
are frequently traded at NSE and BSE.
10) in respect of which dividend has remained unclaimed by the
shareholders for seven consecutive years or more were transferred Outstanding GDRs/ADRs/Warrants or any Convertible Instruments,
in the demat account of the Investor Education and Protection Fund Conversion Date and likely impact on equity
(IEPF).
Not applicable
During the year, notices were sent to the concerned shareholders
Details of Public Funding obtained in the previous three years
whose dividend and shares were liable to be transferred to IEPF
under the said Rules for taking appropriate action and full details The Company has not obtained any public funding in the previous
of such shareholders and shares due for transfer to IEPF Authority three years.
have also been uploaded on Company’s website at https://www.
Registrar & Share Transfer Agent (‘RTA’)
heromotocorp.com/en-in/investors/unclaimed-dividends.html.
All work related to share registry, both in physical form and electronic
An option to claim from IEPF Authority, all unpaid/unclaimed form, is handled by the Company’s RTA, Karvy Computershare Private
dividends or other amounts and the unclaimed shares transferred Limited. The communication address of the RTA is given hereunder:
to IEPF, is available to members. Members may make their claim
Karvy Computershare Private Limited (Unit: Hero MotoCorp Ltd.)
by following the due procedure for refund as prescribed under the
Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli,
said Rules. Details of refund process are also available on website of
the Company at https://www.heromotocorp.com/en-in/investors/ Financial District, Nanakramguda, Serilingampally,
unclaimed-dividends.html. Hyderabad-500 032
Tel: 040-23420818, 67162222
Details of dividends remaining unpaid/unclaimed have been duly Fax: 040-2342 0814, 23001153; Toll Free No: 1-800-3454-001
uploaded on the website of the Company at www.heromotocorp. E-mail: [email protected]
com and at the website of IEPF authority at www.iepf.gov.in. Website: www.karvycomputershare.com
Dematerialisation of Shares and Liquidity Share Transfer System

The shares of the Company are traded in compulsory demat All share transfer and other communications regarding share
segment. As on March 31, 2018, 98.99% of the total share capital certificates, change of address, dividends, etc. should be addressed
was held in dematerialised form with National Securities Depository to the Company’s RTA.

Share Transfer Committee is authorised to approve transfer of shares Dharuhera Plant
in the physical segment. Such transfers generally take place on 69 km Stone, Delhi-Jaipur Highway,
fortnightly basis. All share transfers are completed within statutory Dharuhera, Distt. Rewari-123 110
time limit from the date of receipt, provided the documents meet Haryana, India
the stipulated requirement of statutory provisions in all respects. Tel: 01274-264 000
The Company obtains from a Practicing Company Secretary, half Fax: 01274-267 018
yearly certificate of compliance with the share transfer formalities as
required under Regulation 40(9) of the Listing Regulations and files a Haridwar Plant
copy of the same with the Stock Exchanges. Plot No. 3, Sector 10,
I.I.E., SIDCUL, Roshanabad,
Reconciliation of Share Capital Audit Haridwar-249 403, Uttarakhand, India
Audits were also carried out by the Practicing Company Secretary to Tel: 01334-238 500, 239 514-16
reconcile the total admitted capital with NSDL and CDSL. The reports Fax: 01334-239 512/13
for the same were submitted to BSE and NSE. The audit confirms that
Neemrana Plant
the total issued / paid-up and listed capital is in agreement with the
SP 101-103, 108 & 109,
aggregate of the total number of shares in physical form and the
RIICO Industrial Area, Phase – II,
total number of shares in dematerialised form (held with NSDL and
Delhi-Jaipur Highway, Neemrana,
CDSL).
District Alwar-301 705, Rajasthan, India
Compliance with Secretarial Standards Tel: 01494-2673000
The Institute of Company Secretaries of India, a Statutory Body, has Halol Plant
issued Secretarial Standards on Meetings of the Board of Directors Plot No. 102, Halol (Exp.) Industrial Estate,
and General Meetings. The Company has complied with all the Vadodara Godhra Highway
applicable provisions of the Secretarial Standards. Taluka – Kalol, Tehsil-Halol,
COMPANY’S REGISTERED ADDRESS Distt. Panchmahal-389350, Gujarat, India
Tel: 02675-229114
34, Community Centre,
Basant Lok, Vasant Vihar, R&D Centre
New Delhi - 110 057 Centre of Innovation & Technology
CIN: L35911DL1984PLC017354 SPL-1, RIICO Industrial Area,
Tel: 011- 4604 4100, 2614 2451 Kukas, Phase-II, NH-11C,
Fax: 011-2614 3321, 2614 3198 Jaipur-302 028, Rajasthan, India
Website: www.heromotocorp.com Tel: 0142-643000
PLANT LOCATIONS AND R&D CENTRE Colombia Plant

Gurgaon Plant HMCL Colombia SAS
37 km Stone, Delhi-Jaipur Highway, KM 24, via Cali - Santender De Quilichao
Sector 33, Gurgaon-122 001 Zona Franca Permanente Conjunto
Haryana, India Industrial Parque Sur, Villa Rica, Cauca
Tel: 0124-289 4200, 237 2123 Lote 6A, Colombia
Fax: 0124-237 3141/42 Tel: +572 3120662
Bangladesh Plant
HMCL Niloy Bangladesh Ltd.
Padmabilla, Shakharigati,
Kotwali, Jessore, Bangladesh
Tel: +8809601505541

COMPLIANCE CERTIFICATE OF THE AUDITORS For Institutional Investors’ matters:

Certificate from Sanjay Grover & Associates, Company Secretaries Mr. Umang Deep Singh Khurana
(Firm Registration No. P2001DE052900) confirming compliance with Head - Investor Relations
conditions of Corporate Governance as stipulated under Listing 34, Community Centre, Basant Lok,
Regulations is attached to this Report as Annexure - VI. Vasant Vihar, New Delhi - 110 057
E-mail: [email protected]
Retail Shareholder Correspondence may be addressed to:
Mr. Dhiraj Kapoor Queries relating to the Financial Statements of the Company
Deputy General Manager – Secretarial may be addressed to:
& Nodal Officer Mr. Niranjan Gupta
34, Community Centre, Chief Financial Officer
Basant Lok, Vasant Vihar, New Delhi - 110 057 34, Community Centre,
E-mail: [email protected] Basant Lok, Vasant Vihar,
New Delhi - 110 057
or E-mail: [email protected]
Karvy Computershare Private Limited Queries/complaints relating to products, services or dealers

(Unit: Hero MotoCorp Ltd.) etc. may be addressed to:
Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli, Customer Care
Financial District, Nanakramguda, Hero MotoCorp Ltd.
Serilingampally, Hyderabad – 500 032 34, Community Centre, Basant Lok, Vasant Vihar,
Tel. : 040-2342 0818, 6716 2222 New Delhi – 110 057
Fax: 040-2342 0814, 2300 1153; Toll Free No: 1-800-3454-001 E-mail: [email protected]
E-mail: [email protected]
Website: www.karvycomputershare.com

ANNEXURE - VI
CORPORATE GOVERNANCE CERTIFICATE
To
The Members
Hero MotoCorp Limited
We have examined the compliance of conditions of Corporate Governance by Hero MotoCorp Limited (“the Company”), for the financial year
ended March 31, 2018 as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has substantially
complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and
Para C, D and E of Schedule V to the Listing Regulations, the compliances of which needs to be further strengthened.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900

Sanjay Grover
May 2, 2018 Managing Partner
New Delhi CP No.: 3850

ANNEXURE - VII
COMPLIANCE CERTIFICATE
The Board of Directors
34, Community Centre, Basant Lok
Vasant Vihar, New Delhi-110 057
Sub: Compliance Certificate in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
A. This is to certify that we have reviewed the financial statements and cash flow statement for the financial year ended March 31, 2018 and
that to the best of our knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
(2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit Committee:
(1) significant changes in internal control over financial reporting during the year;
(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
(3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control systems over financial reporting.
Niranjan Kumar Gupta Pawan Munjal

May 2, 2018 Chief Financial Officer Chairman, Managing Director & CEO
Declaration by Chairman, Managing Director & CEO

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
I, Pawan Munjal, Chairman, Managing Director & CEO of Hero MotoCorp Limited, hereby declare that all the members of Board of Directors and
Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company for the financial year 2017-18.
For Hero MotoCorp Limited
Pawan Munjal
May 2, 2018 Chairman, Managing Director & CEO
New Delhi DIN: 00004223

ANNEXURE - VIII
ANNUAL REPORT ON CSR ACTIVITIES FOR THE FY 2017-18
1. A brief outline of the Company's CSR policy, including i. To contribute to any fund setup by the Central
overview of projects or programs proposed to be Government or State Government(s) including Chief
undertaken and a reference to the web-link to the CSR Minister’s Relief Fund, which may be recognized as CSR
policy and projects or programs. activity;
The Board of Directors (the “Board”) of Hero MotoCorp Limited
(HMCL) have adopted the CSR policy which has following key j. To promote sustainability in partnership with industry
points: associations, like the Confederation of Indian Industry
(CII), PHD, FICCI, etc. in order to have a multiplier impact.
a. To direct HMCL's CSR Programmes, inter-alia, towards
achieving one or more of the following - enhancing
The Company would implement the CSR Programmes through
environmental and natural capital; supporting rural
Company personnel or through external implementing agencies
development; promoting education including skill
and ensure proper governance, monitoring and reporting thereof.
development; providing preventive healthcare, providing
sanitation and drinking water; creating livelihoods for The policy is available on the Company’s website, www.heromotocorp.
people, especially those from disadvantaged sections
com at the following link: https://www.heromotocorp.com/en-in/
of society, in rural and urban India and preserving and
about-us/key-policies/corporate-social-responsibility.html.
promoting sports;
b. To develop the required capability and self-reliance of 2. The Composition of the CSR Committee.
beneficiaries at the grass roots, in the belief that these Mr. Pawan Munjal Chairman
are pre-requisites for social and economic development;
Mr. Pradeep Dinodia Member
c. To engage in affirmative action/interventions such Gen. (Retd.) V. P. Malik Member
as skill building and vocational training, to enhance
employability and generate livelihoods for persons Further, the Company has designated Mr. Vijay Sethi, Chief
including from disadvantaged sections of society; Information Officer and Head of Human Resources as Head CSR
d. To pursue CSR Programmes primarily in areas that to ensure effective implementation of CSR programmes of the
fall within the economic vicinity of the Company's Company.
operations to enable close supervision and ensure
3. Average net profit of the Company for last three financial
maximum development impact;
years
e. To carry out CSR Programmes in relevant local areas
2014 – 15 ` 3,326.66 crores
to fulfil commitments arising from requests by
government/regulatory authorities and to earmark 2015 – 16 ` 4,399.82 crores
amounts of monies and to spend such monies through
2016 – 17 ` 4,663.26 crores
such administrative bodies of the government and/or
directly by way of developmental works in the local areas
Average for last 3 years is ` 4,129.92 crores
around which the Company operates;
f. To carry out activities at the time of natural calamity or 4. Prescribed CSR Expenditure (two per cent of the amount
engage in Disaster Management System; as in item 3 above)
2% of Average ` 82.60 crores
g. To contribute to the Prime Minister’s National Relief Fund
or any other fund set up by the Central Government for
5. Details of CSR spent during the financial year.
socio-economic development and relief and welfare
of the Scheduled Caste, the Scheduled Tribes, Other a) Total amount to be spent for the financial year:
Backward Classes, minorities and women; ` 82.60 crores
b) Amount unspent, if any: NIL
h. To contribute or provide funds to technology incubators
located within academic institutions which are approved c) Manner in which the amount spent during the financial
by the Central Government; year is detailed below:

Overall Spend
1 2 3 4 5 6 7 8
S. CSR Project or Sector in which Project or programs Amount outlay Amount spent on the Cumulative Amount spent:
No. activity identified the Project is (1) Local area or other (budget) project projects or programs expenditure up Direct or through
covered (2) Specify the State or program wise Sub-heads: (1) Direct to the reporting implementing
and district where ( in lakhs) expenditure on period agency
projects or programs projects or programs
was undertaken (2) Overheads
1 Environment - Tree Schedule VII 4.4 lakh tree plantation 1,800 1,842.4 2,511.6 Direct and
Plantation, Solar (iv) Ensuring at Delhi NCR, Indore, Agency:
Lights, LED Lights Environment Chandigarh, Uttrakhand Sustainability
Sustainability and near to our Offices Green Initiative.
PAN India. 6,265 solar SPJ, Greenmax
street lights and 50,770
LED lights installed
2 Promoting preventive Schedule VII Preventive health care 680 677.1 1,213.5 Direct and
health care and (i) Preventive camps in rural area and Agency :
sanitation Health care and schools. Free Medical Wockhardt,
Sanitation Facility facility to 54,241 Ayus, Habitat for
patients. 387 toilets in 42 Humanity
Govt schools in Haryana,
Rajasthan, Uttarakhand
and Gujarat
3 Education promotion Schedule VII Construction and 4,800 4,811.8 12,223.0 Direct and
and vocational skill (ii) Promoting renovation of schools Agency: FUEL,
development for education, skill at Haryana, Rajasthan, Magic Bus,
children and women development Uttrakhand and Gujarat. CRY, HPPI,
and Promoting Road and Road safety Education promotion Agastya, Quota
Safety Awareness education program in Delhi, International,
Haryana, Rajasthan, Pratham, Nabet,
Uttrakhand and Gujarat. AIF, SETCO
Road Safety Education- Foundation, RKMF
PAN India and Dvnity Serves
4 Promoting Sports Schedule VII (vii) Promoting Rural Sports 600 603.3 660.3 Direct and
Promoting Rural and Olympic and Agency:
sports Paralympic sports Paralympic
Committee, Mera
Gaon Mera Desh,
MKRBF
5 Women Schedule VII Women Empowerment, 500 469.4 1,252.8 Direct, State Police
Empowerment (iii) Women Community and Agency: HPPI
and Community empowerment Development and
Development Promoting socio-
economic development
awareness through all
media
6 Army Wives Welfare Schedule VII (vi) Supporting Army Wives 30 30.0 41.8 Direct and
Benefits for Army Welfare Association Agency: Impact
wives Run
7 PM Relief Fund Schedule VII (viii) Contribution to PM 0 0 550.8 Direct
PM Relief Fund Relief Fund
Total 8,410 8,433.9 23,448.7
Note: Details in Annexure 1 below
6. In case the Company has failed to spend two per cent of the average net profit of the last three financial years or any part
thereof, the company shall provide the reasons for not spending the amount in its Board Report.
Not Applicable
7. This is to confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the
Company. Detailed note enclosed in Annexure 1.
(Pawan Munjal)
Chairman, CSR Committee
Date: May 2, 2018 Chairman, Managing Director & CEO
Place: New Delhi DIN: 00004223

ANNEXURE 1 • Project Aarush:
Overview of CSR Activities 2017-18
a) 6,265 solar street lights put up in 120 villages helping
The Company’s Corporate Social Responsibility (CSR) vision is to
389,073 people.
contribute towards building a Greener, Safer and Equitable
World gained significant momentum during the year. The focus b) 50,770 LED lights in 28 villages saving 1.03 crore units of
of our programmes has primarily been environment conservation, electricity per year for 12,727 households.
promoting and inculcating road safety practices, and empowerment
of young girls and women, specially-abled individuals and other • Swachh Vidyalaya Abhiyan: 387 toilets built in 42
under-privileged sections of society. Our flagship CSR programmes government schools.
have been making impacting interventions in the areas of education,
Brief of the key projects is given below:
healthcare, sports, rural development and sustainable livelihoods.
• Project Hero Green Drive: Focused at tree plantation, the
WeCare is the CSR Umbrella of HMCL under which we have following project has brought about a significant increase in green cover
flagship programmes: with the plantation of over seven lakh trees with huge focus
• GREENER on survival of saplings and trees. The project is also helping
o Programmes on Environment protection under the in sustaining some species of plants that are on the verge
umbrella Happy Earth of extinction. In FY 2017-18, we planted more than 4.4 lakh
saplings in Delhi, Gurugram, Indore, Chandigarh, Palwal and
• SAFER many other locations. Cumulative 7.01 lakh trees have been
o Programmes on Road Safety under the umbrella Ride planted with almost 90% survival till date.
Safe India • Project Ankur: Focused primarily at bringing about
environmentally conscious behaviour at a young age, the
• EQUITABLE
project has created an army of 10,000 Green Corps in 100
o Programmes on Girl Child Empowerment and Education schools. These students have engaged not only in plantations
under the umbrella Hamari Pari and E2 : Educate to but also in conversations around environment with their family
Empower and peers, helping start a conscious thinking process.
o Program for specially-abled people in our society to get
due care and recognition Enable • Project Aarush: Aimed at encouraging alternative and
ecofriendly energy resources, HMCL as part of this truly unique
o Programmes on Community Development project took 2 key initiatives:
These are supported by focus on using Digital and other mass media A) Converting the lamps in villages to LED to save
for Awareness on Social Causes. electricity and empowering locals: Misraas Patti village
During the year, the Company has spent ` 84.34 crores in CSR in Dehradun district in Uttarakhand became India's
activities. first gram panchayat to be fully LED powered with
all houses having only LED lamps. Thereafter, we rolled
GREENER out similar initiative to 27 more villages in Uttarakhand.
In all the 12,727 households in 28 villages, incandescent
One of the flagship programmes is Happy Earth, and as the
light bulbs have been replaced with LED (50,770) lights.
name suggests, the larger objective is to bring about cumulative
It is an all-inclusive program where some women and
environmental changes and make our planet a happier place to
youth from each village have also been trained to make
inhabit-by the present as well as future generations. All projects
and repair LED lamps to make the effort sustainable. The
undertaken under the programme are complementary in nature
unique initiative is estimated to save 1.03 crore electricity
and help in mitigating environmental degradation as also the effects
units annually and got appreciation from Uttarakhand
of climate change and global warming.
Government.
KEY PROJECTS UNDER HAPPY EARTH FOR FY 2017-18 B) Solar street lights to save electricity and make
Summary of beneficiaries and impact during the year is given below: villages safer: We set up 6,265 solar street lights in
more than 120 villages benefitting 3.89 lakh people
• Project Hero Green Drive: 4.4 lakh trees have been planted
by producing more than 220 MW of green energy
in the year and 7.01 lakhs cumulative till date with almost 90%
annually. Many of these villages are in remote parts of
survival till date.
the country and have got street lights for the first time in
• Project Ankur: 10,000 Green Corps working in 100 schools to their lives. The women folk and children now feel safer in
spread awareness on environment and tree plantation. the Dhanis and remote villages.

• Swachh Vidyalaya Abhiyan: So as to ensure that students EQUITABLE

across schools in and around our areas of operations have To do our bit towards creating a truly equitable world, we have few
hygienic toilets, we have built a total of 903 toilets in more flagship programmes including Hamari Pari, Educate to Empower
than 105 government schools so far. The project is steadily (E2) and Enable. The primary emphasis of all projects under these
scaling up and reaching out to all needy schools. In FY 2017- programmes is on empowering girls/young women from the
18, 387 toilets were built in 42 Government schools. The focus marginalized and underprivileged sections of society. While Hamari
is not just on building toilets but also on regular upkeep and Pari recognises and celebrates the enormous potential that each
maintenance thereof. young girl has to fulfil her dreams of a brighter future, Educate to
Empower (E²) is driven by the main objective of looking beyond
SAFER
the obvious symptoms and finding long-term solutions related to
Ride Safe India (RSI) is another flagship programme and is driven
educating students – this, too, with primary focus on girls.
by the goal of making India’s roads safer and bringing down the
number of fatalities. Starting from helping people learn safe riding Enabling and encouraging differently-abled individuals is another
habits, to inculcating a mindset about safe practices on the road area of focus as we believe that without having an inclusive
right from childhood as well as supporting the government’s efforts environment for them, we cannot achieve the idea of an equitable
and boosting mass awareness, a focused RSI team is constantly world. In addition, a number of projects are undertaken for the
engaged in planning and execution of programmes in this domain. community in general.
KEY PROJECTS UNDER RIDE SAFE INDIA FOR FY 2017-18 KEY PROJECTS UNDER HAMARI PARI AND E²
Summary of beneficiaries and impact during the year is given below: Summary of beneficiaries and impact during the year is given below:
• Project Safe Ride: 50,634 people trained across our traffic • Project Shiksha: Various initiatives related to aspects of
training parks. education benefitting 1,32,907 students.
• Project Catch Them Young (CTY): • Project Jeevika: 891 candidates given various kinds of training
a) Road Safety Clubs being supported in 1,150 schools. as part of skill development with 60% placement.
b) 2,200 Student Police Cadets (SPC) being trained as road • Project Sakhi: 842 scooters and motorcycles given to women
safety ambassadors. Police officers to promote women safety.
• Project Be Aware, Be Safe: Awareness campaigns all across. • Project Ek Pahal: Learn to Ride program benefitting more
Brief of the key projects is given below: than 500 trainees running in 9 Women ITI and 1 Women
University in Haryana.
• Project Safe Ride: We manage seven traffic training parks
across the country that undertake two-wheeler riding training Brief of the key projects is given below:
for school and college students as well as the general public. • Project Shiksha: The project is focused on creating an
The objective of these parks is primarily to address one of the enabling, encouraging and motivating education environment
root causes of road fatalities-which is driver error. More than
at schools. The idea is to create a permanent infrastructure as
three lakh people have benefitted through these parks till
well as an ecosystem to help improve the quality of education.
date including more than 50,000 in FY 2017-18.
It’s all about starting from scratch – improving the building
• Project Catch Them Young (CTY): In the last few years,
itself, renovating classrooms and playgrounds, strengthening
Team RSI has established Road Safety Clubs in over 1,150
the boundary walls, providing necessary furniture as well as
schools, creating a platform for constant engagement with
basic resources like schoolbags, stationery and books, and so
children to sensitize them about road safety. We also support
on. It goes on to setting up solar power plants within school
2,200 Student Police Cadets (SPC), who not only propagate
premises, building libraries, science and computer laboratories
the road safety message but are also taking part in overall
and putting mobile science labs and career counselling.
personality development and leadership building exercises,
the idea being to create a band of influencers who inspire their As soft interventions, teams of professionals constantly
peers to be conscious and responsible citizens. engage with these schools to provide career guidance and
conduct motivational workshops and seminars. Our partner
• Mobile Safety Van which with its focused communication
organizations also conduct remedial classes for students who
paraphernalia and dedicated team supports road safety
cannot cope with the demands of the curriculum. Through
awareness activities of the clubs as well as the SPCs.
our Samarth centers, we ensure that girls do not drop out of
• Project Be Aware, Be Safe: Multiple awareness campaigns schools due to community pressure and other socio-economic
with innovative and impacting content on road safety are challenges that they face on an everyday basis. The project
being run regularly through both mainstream and various has benefitted about 1.32 lakh students across six states in
mediums and on-ground activities. FY 2017-18.

• Project Jeevika: While we engage with younger children for • Project Enable: Support to 1,798 specially-abled persons and
their education, we also focus on skilling the older ones in the support to our para athletes.
community to make them financially independent.
The Project Jeevika focuses on providing livelihood and skills
• Project Enable: One motivating story is all that is needed
training to youth, mainly girls and women from marginalized
to create a ripple effect. So it is that the success story of one
socio-economic backgrounds. The training programmes equip
specially-abled person ignites hope in thousands of others
them to become auto mechanics (very much a male bastion until
who might have lost confidence or have low self-esteem.
recent times), computer operators, tailors, beauticians, and so on.
As part of the program, focus is not just on skill enhancement but Under Project Enable, we aim to create an inclusive and
also on getting jobs for the trainees. We have trained 891 youth motivating environment for our specially-abled compatriots.
during the year and more than 60% of them have got jobs or As a first step, we have been lending our support to para
become entrepreneurs with substantial monthly earnings. athletes. As it turned out, our little support has gone a long
way – it has ensured that the country has had its largest ever
During the year, the Company has also started two-wheeler medal hauls at Rio Paralympics 2016, World Para-Athletics
technician courses with Swarna Bharat trust, CII and other Championships London 2017 and the Asian Youth Para Games
prestigious institutions where they will be trained on a two- 2017 in Dubai. Each of our participating players has their
wheeler in world class training facilities. Honorable Vice own inspiring story of overcoming their physical and mental
President of India, Shri M. Venkaiah Naidu had inaugurated our challenges and competing with the best in the world.
skill center at Hyderabad and Mr. Kamal Nath (former Union
Cabinet Minister) inaugurated our center at Chhindwara. In addition, we also provide prosthetic limbs to the needy ones
along with job-oriented livelihood training. All this goes to
• Project Sakhi: A unique initiative by HMCL to empower show that a little help can bring about life-affirming changes
women in India, Project Sakhi was launched in association for those who need nothing more than a leap of faith. This year,
with the police departments of seven states. Project Sakhi 1,798 poor disabled individuals benefitted through surgery,
empowers women cops by providing them two-wheelers in artificial limbs and crutches.
order to increase their independent mobility. Women cops are
KEY PROJECTS UNDER COMMUNITY INITIATIVES
generally dependent on their male counterparts with vehicles if
With a development approach, HMCL befriends an entire village
they have to reach incident/accident spots or when responding
community under this project and assists in all possible ways like
to distress calls. During the year, we gave 842 scooters and
health and hygiene, making them self-reliant, skilling etc.
motorcycles to women police officers. They are now confident
about responding to more calls from women and keeping their Summary of beneficiaries and impact during the year is given below:
promises of providing safety and swift action.
• Project Arogya: 4 mobile medical vans and 1 eye check-up
Another aspect of the programme is to make women feel van benefitting 54,241 patients; satellite vision center
safe and assured with the presence of uniformed women benefitting 411 people
officers riding through the city. In due course, the project is • Winter Night Rescue Van: 771 people rescued from chilly
also expected to encourage more women to join the police nights in winter
services.
• Project Ek Pahal: This is another unique project by HMCL to
empower women in India. As the name suggests, it is our bit • Project Arogya: 4 mobile medical vans in Delhi, Dharuhera
towards enabling independent mobility of women. The idea in Haryana, Neemrana in Rajasthan and Halol in Gujarat and 1
is to train women in riding two-wheelers so that they are not mobile eye check-up van in Delhi are benefitting more than
54,000 poor people by providing medical assistance, basic
dependent on others for their commute. While the first two-
treatment as well as medication. In addition, it is benefitting the
wheeler training school for women was set up at Bhagat
under privileged sections of society. Another initiative focused
Phool Singh Mahila Vishwavidyalaya in Khanpur Kalan, Sonipat,
at eye care is a satellite vision center, set up with support from
Haryana, the project has expanded wings and there training
AIIMS, Delhi at village Malpura near to Dharuhera plant. The
centers are now operational at nine women ITIs in Haryana.
center is accessible to over 30 villages in the vicinity. In far off
More than 500 girls have already been trained on two-wheeler areas, we continue to conduct eye care camps and cataract
riding skills. surgeries. During the year, 411 people benefitted from the same.
KEY PROJECTS UNDER ENABLE Additionally, medical camps were organized for over 5,000
Summary of beneficiaries and impact during the year is given below: students in various government schools. Adolescence

education for girls and Yoga for a health body and mind were b) Value addition to state and central government’s objectives
also a part of this project. and programmes/schemes;
c) Increased productivity of beneficiaries;
• Winter Night Rescue Van: The van runs across Delhi in
winters to transport homeless people who spend chilly nights d) Contribution towards sustainable development goals (SDGs);
on roads to warm night shelters. During the year, 711 people e) Increased trust and loyalty of employees;
were rescued and moved to night shelter camps, while at f ) Perception of HMCL as a socially and environmentally
night shelter camps, facilities like blankets and warm clothes conscious brand.
were provided to help many more.
For overall impact measurement of each program, evaluators focused
• Towards making a model village: Another first from HMCL on progress made by each project since its launch/inception. Hence,
is the consolidation of almost all major activities from our some of the initiatives covered in the studies had nearly completed
flagship programme at Gujar Ghatal, a rural village in Rewari three years. Several projects focused at young marginalized girls
district of Haryana. The village is on its way to becoming a and women under Hamari Pari, programmes focused at uplifting
prototype of a model village and a smart village. Our positive the standard of education under Educate to Empower (E²), planting
interventions in education, healthcare, environment and and environment awareness initiatives under Happy Earth and
skilling of the inhabitants are mutually reinforcing and creating healthcare focused initiatives under Community Care programme
an ecosystem for a village that can become a trailblazer in the were critically analyzed on various evaluation parameters.
near future.
The Company is happy to state that third-party evaluators
In addition, many other initiatives were taken at creating a Greener, mentioned that all our programmes are promising and are meeting
Safer and Equitable World. Employees at HMCL and their families their respective objectives quite well. For instance, interventions
also served as volunteers at many of these initiatives. These included made under Hamari Pari have helped in improving life skills of all
employees visiting old age homes, orphanages, blind schools to (over 150,000) girls and they shall surely fare better in personal as
spend time with under privileged, distribute food items, clothes, well as professional lives than their marginalized counterparts who
books, teach kids etc. More than 1000 of them participated in Hero are yet to get an opportunity to engage in such programme(s).
Impact League to support AWWA - Army Wives Welfare Association
- a non-profit which works for the welfare of spouses, children and Likewise, this year’s evaluation reports appreciate CSR investments
dependents of the army personnel. made towards building or upgrading the permanent infrastructure
of schools – in the form of toilets, water facilities, classrooms,
HMCL has a dedicated set of partners, who work hand in hand and laboratories, libraries, sports fields and play courts, furniture, books,
during the year, the 1st CSR partners meet was held where all partners school stationery as well as solar power plants in schools vulnerable
shared their best practices with an aim to enhance collaboration to power outages – backed with soft interventions around health
among partners so that the projects can deliver more value to the and hygiene, environment consciousness are strengthening the
society. fundamental education base of the country. The attendance
percentage of all students, especially young girls, at most of the
OUTCOMES, IMPACT AND SROI
beneficiary schools has seen a considerable rise. At some schools in
Every year, all CSR programmes and each of their respective Haryana, parents have withdrawn their kids from private schools to
components go through a comprehensive evaluation by a team of get them admitted in a better Hero WeCare supported government
third-party researchers with extensive development sector experiences. schools. Hero WeCare supported government schools have also won
The fundamental objective of this evaluation is to measure the progress numerous awards and accolades from State Government(s).
made by each project, assess if each project is meeting its objectives
and hypothesis and identify challenges as also the ideas and solutions Also, Project Enable, apart from supporting the poor differently-abled
that may make the projects more impacting. people with prosthetics and other such aids, supported national and
international level athletes for global events. This intervention has
Considering FY 2017-18 which was the third year since HMCL plugged in the major funding gap that prevented deserving athletes
started making comprehensive investments in CSR, a study was also from competing at international circuits. The outcomes in form of
conducted to get an approximate measure of the Social Return on large medal tallies and national glory speak for themselves.
Investments (SRoI). Interestingly, the programmes that were started
just about three years ago are yielding very positive results. The HMCL has also fared quite well on the environment front as the
researchers followed a strategic SRoI mechanism wherein they tried evaluation reports suggest that more than 90 per cent of the saplings
assessing the value addition made by every rupee invested in CSR. planted in 2015-16 have established their strong roots and now have
ability to sustain themselves with minimal care. The ones planted
The social outcomes included measuring: later too are being nurtured well and soon (within two years or so)
a) Direct economic and social value to beneficiary; will qualify to be considered as a part of green cover. Solar lights

at villages as well as installation of LEDs too are making significant In a consolidated report, the evaluation team has rated almost all
contribution towards energy and natural fuels conservation. With 28 projects above average and have identified a few challenges with
villages becoming 100 per cent LED-light villages and almost 120 several small components of larger programmes that we shall be
villages having solar street lights, a significant contribution has been addressing in FY 2018-19 to ensure that all CSR investments continue
made towards national energy conservation mission. to provide happiness.
Overall number of beneficiaries of CSR Projects of HMCL till date:
Total till Total in

Initiative Project Activity Unit Total
FY 16-17 FY 17-18
Hero Green Drive Tree plantation No. of trees 257,856 442,914 700,770
Ankur Green Corps No. of Green Corps 0 10,000 10,000
No. of lights 0 6,265 6,265
Solar street light
No. of people impacted 0 389,073 389,073
Greener Aarush
LED bulbs in villages No. of LED bulbs 0 50,770 50,770
No. of households impacted 0 12,727 12,727
Toilets No. of toilets 516 387 903
Swachh Vidhyalaya Abhiyan
No. of Schools No. of Schools 63 42 105
Traffic training parks No. of traffic training parks 6 1 7
Project Ride Safe
Participants No. of participants 255,710 50,364 306,074
Road Safety Club school No. of schools and colleges 950 200 1,150
Safer Catch Them Young
Student Police Cadets
No. of students 2,200 1,931 2,200
(SPC)
Awareness campaign
Project Be Safe Be Aware through TV, Print & Social No. of views (In crores) 4.35 3.12 7.47
media
Educational infrastructure
No. of students 47,419
development in schools
Education and
Development of students
of government schools No. of children 18,707
Equitable Shiksha and not school going 123,988 256,895
children
Mobile science lab
No. of exposures 51,125
exposure
Career guidance No. of students 15,656
Supporting Police
Sakhi department for women No. of two-wheelers 74 842 916
empowerment
Skill development of girls,
Jeevika women and youth and No. of candidates 190 891 1,081
their placement
Women two-wheeler Ride
Ek Pahal No. of centres 0 10 10
Centre
Supporting specially-abled
No. of beneficiaries 99 1,798 1,897
Enable people
Equitable
Support to Para Athletes No. of athletes 0 100+ 100+
Providing free medical
No. of patients checked 54,241
facility
Winter night rescue
Arogya No. of people rescued 771
operation
Providing eye check-up 115,890 206,200
No. of patients checked 411
camps
Community development
Community development
programs at villages No. of beneficiaries 34,533
beneficiaries
around operations

AWARDS AND RECOGNITION IN FY 2017-18

CSR efforts of HMCL were appreciated at various forums. Some of the major recognition included:
• Appreciation by Government of Uttarakhand for LED project
• Appreciation by Government of Uttarakhand for promoting grass root level sports in Uttarakhand
• Appreciation by Paralympic Committee of India for promoting para athletes in the country
• CSR Best Practices in Gurugram, an award by Education Department, Government of Haryana
• Bhamashah Samman 2016-17 – an award by Education Department, Government of Rajasthan
• Economic Times ET 2Good4Good certification for corporate governance, stakeholder management, strategy and monitoring and
evaluation in CSR
• Award by Navbharat - Best CSR Practices in Private Sector
• Manorama Dobriyal Sharma Award for contribution towards Women Health and Sanitation in Uttarakhand
• ET Now CSR Leadership Award – Hall of Fame
• ET Now CSR Leadership Award – Road Safety
• ET Now CSR Leadership Award – Women Empowerment
• ET Now CSR Leadership Award – CSR Professional of the Year
• Award for highest contributing Company in Airtel Delhi Half Marathon 2018

ANNEXURE - IX
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
To, the Company and also the information provided by the Company,
The Members, its officers, agents and authorized representatives during the
Hero MotoCorp Limited conduct of Secretarial Audit, we hereby report that in our opinion,
(CIN: L35911DL1984PLC017354) the Company has, during the audit period covering the financial
34, Community Centre, Basant Lok, year ended on March 31, 2018 (“Audit Period”) complied with the
Vasant Vihar, New Delhi-110057 statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the
We have conducted the secretarial audit of compliance of applicable
extent, in the manner and subject to the reporting made hereinafter.
statutory provisions and adherence to good corporate practices
by Hero MotoCorp Limited (hereinafter called the Company). We have examined the books, papers, minute books, forms and
Secretarial Audit was conducted in a manner that provided us a returns filed and other records maintained by the Company for the
reasonable basis for evaluating the corporate conduct/statutory financial year ended on March 31, 2018 according to the provisions
compliances and expressing our opinion thereon. of:
We report that- (i) The Companies Act, 2013 (the Act) and the rules made
a) Maintenance of secretarial records is the responsibility of the thereunder;
management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit. (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the
rules made thereunder;
b) We have followed the audit practices and processes as
were appropriate to obtain reasonable assurance about the (iii) The Depositories Act, 1996 and the Regulations and Bye-laws
correctness of the contents of the secretarial records. The framed thereunder;
verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the (iv) Foreign Exchange Management Act, 1999 and the rules
processes and practices, we followed, provide a reasonable and regulations made thereunder to the extent of Foreign
basis for our opinion. Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
c) We have not verified the correctness and appropriateness of
the financial statements of the Company. (v) The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI
d) Wherever required, we have obtained the management Act’):-
representation about the compliances of laws, rules and
regulations and happening of events etc. (a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
e) The compliance of the provisions of the corporate and
other applicable laws, rules, regulations and standards is the (b) The Securities and Exchange Board of India (Prohibition
responsibility of the management. Our examination was of Insider Trading) Regulations, 2015;
limited to the verification of procedures on test basis.
(c) *The Securities and Exchange Board of India (Issue of
f ) The Secretarial Audit Report is neither an assurance as to Capital and Disclosure Requirements) Regulations, 2009;
the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the (d) The Securities and Exchange Board of India (Share based
affairs of the Company. Employee Benefits) Regulations, 2014;
Based on our verification of the Company’s books, papers, minute (e) *The Securities and Exchange Board of India (Issue and
books, forms and returns filed and other records maintained by Listing of Debt Securities) Regulations, 2008;

(f ) The Securities and Exchange Board of India (Registrars opinion. In our opinion and to the best of our information and
to an Issue and Share Transfer Agents) Regulations, 1993 according to explanations given to us, we believe that the
regarding the Companies Act and dealing with client; compliance management system of the Company is adequate
to ensure compliance of laws specifically applicable to the
(g) *The Securities and Exchange Board of India (Delisting of Company.
Equity Shares) Regulations, 2009;
We further report that the Board of Directors of the Company
(h) *The Securities and Exchange Board of India (Buyback of is duly constituted with proper balance of Executive Directors,
Securities) Regulations, 1998; and Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that
(i) The Securities and Exchange Board of India (Listing
took place during the period under review were carried out in
Obligations and Disclosure Requirements) Regulations,
compliance with the provisions of the Act.
2015.
Adequate notices were given to all Directors to schedule the
* N
o event took place under these Regulations during the
Board Meetings, Agenda and detailed notes on agenda were
Audit Period.
sent at least seven days in advance and a system exists for
We have also examined compliance with the applicable clauses of seeking and obtaining further information and clarifications
the Secretarial Standards on Meetings of the Board of Directors and on the agenda items before the meeting for meaningful
on General Meetings issued by the Institute of Company Secretaries participation at the meeting.
of India.
Board decisions are carried out with unanimous consent and
During the Audit Period, the Company has complied with the therefore, no dissenting views were required to be captured
provisions of the Act, Rules, Regulations, Guidelines and Standards, and recorded as part of the minutes.
etc. to the extent applicable, as mentioned above.
We further report that there are adequate systems and
(vi) The Company is engaged in the manufacturing and selling processes in the Company commensurate with the size and
of motorised two-wheelers, spare parts and related services operations of the Company to monitor and ensure compliance
and accordingly, the Motor Vehicles Act, 1988 and rules made with applicable laws, rules, regulations and guidelines.
thereunder, primarily in respect of vehicles manufactured by
the Company, are applicable specifically to the Company. For Sanjay Grover & Associates
Company Secretaries
We have checked the compliance management system of the Firm Registration No.: P2001DE052900
Company to obtain reasonable assurance about the adequacy
of systems in place to ensure compliance of specifically
applicable laws and this verification was done on test basis. Sanjay Grover
We believe that the audit evidence which we have obtained New Delhi Managing Partner
is sufficient and appropriate to provide a basis for our audit May 2, 2018 CP No.: 3850

ANNEXURE - X
BUSINESS RESPONSIBILITY REPORT
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
Corporate Identity Number (CIN) of the Company L35911DL1984PLC017354
Name of the Company Hero MotoCorp Ltd.
Registered Address 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi - 110 057, India
Website www.heromotocorp.com
E-mail Id [email protected]
Financial Year reported 2017-18
Sector(s) that the Company is engaged in (industrial Group*: 309
activity code-wise) Class: 3091
Sub - class: 30911
Description: Manufacture of motorcycles, scooters and their engines#
*As per classification under National Industrial Classification, Central Statistical
Organisation, Ministry of Statistics and Programme Implementation, Government
of India, New Delhi.
It may be noted that Company manufactures the parts of motorcycles and
#
scooters as well.
List three key products/services that the Company • Motorcycles
manufactures/provides (as in balance sheet) • Scooters
• Parts thereof
Total number of locations where business activity is undertaken by the Company
Number of International Locations (Details of major 5) The Company is present in 36 countries outside India:
Asia - Bangladesh, Myanmar, Nepal and Sri Lanka
Africa & Middle East - Angola, Burkina Faso, DR Congo, Ethiopia, Ghana, Guinea,
Ivory Coast, Kenya, Liberia, Madagascar, Mozambique, Nigeria, Tanzania, Uganda,
Egypt, Iran, Turkey and UAE
Americas - Argentina, Bolivia, Colombia, Costa Rica, Dominican Republic, Ecuador,
El Salvador, Guatemala, Honduras, Nicaragua, Panama, Peru, Guyana and Trinidad
& Tobago
Number of National Locations Headquartered in New Delhi, the Company has 5 manufacturing plants in the
country:
State/Union Territory Location
Haryana: Dharuhera & Gurgaon
Uttarakhand: Haridwar
Rajasthan: Neemrana
Gujarat : Halol
HMCL also has a Global Parts Centre for supplying parts at local and global markets
at Neemrana, Rajasthan and Global Centre of Innovation and Technology (CIT) at
Jaipur, Rajasthan. The foundation stone was also laid for its 6th Plant at Chittoor
(Andhra Pradesh).
Markets served by the Company - Local/State/National/ HMCL has a global footprint that serves both “National and International markets”.
International International markets are served through exports, incorporating exclusive
distributors, wholly owned subsidiaries and Joint Ventures. Currently, HMCL caters
to 37 countries and is committed to expand its footprint to 50 countries by 2020.

SECTION B: FINANCIAL DETAILS OF THE COMPANY
1. Paid-up Capital ` 39.94 crores

2. Total Turnover ` 33,397.64 crores
3. Total profit after taxes ` 3,697.36 crores
4. Total Spending on Corporate Social Responsibility (CSR) as The total spend on CSR for FY 2017-18 is ` 84.34 crores which is
percentage of profit after tax (%) 2.04% of average net profits of the last three financial years.
Activities in which expenditure in 4 above has been incurred:
1 Environment - Tree Plantation, Solar Lights, LED Lights

2. Promoting preventive health care and sanitation
3. Promoting Education and Road Safety Awareness
4. Skill development for women and youth
5. Promoting Rural and Para sports
6. Community Development and supporting specially-abled
SECTION C: OTHER DETAILS

SECTION D: BR INFORMATION
1. Does the Company have any Subsidiary Company/
1. Details of Director/Directors responsible for BR
Companies?
1.1 Details of the Director/Directors responsible for
Yes, the company has 5 subsidiaries (including step down
implementation of the BR policy/policies
subsidiaries) outside India and 1 subsidiary in India. Details of
the same have been provided in another section of the Annual DIN Number : 00985182
Report. Name : Mr. Vikram Sitaram Kasbekar
Designation : Whole-time Director
2. Do the Subsidiary Company/Companies participate in the
Business Responsibility Initiatives of the parent company? 1.2 Details of the BR head:
If yes, then indicate the number of such subsidiary
S. No. Particulars Details
company(s).
1. DIN Number 00985182
The subsidiary companies are not required to comply with
(if applicable)
the Business Responsibility/Corporate Social Responsibility
initiatives as per the laws applicable to them. 2. Name Mr. Vikram Sitaram Kasbekar
3. Designation Whole-time Director
3. Do any other entity/entities (e.g. suppliers, distributors
4. Telephone +91 11 4604 4100
etc.) that the Company does business with, participate in
Number
the BR initiatives of the Company? If yes, then indicate the
percentage of such entity/entities? [Less than 30%, 30- 5. E-mail id [email protected]
60%, More than 60%]
2. Principle-wise [(as per National Voluntary Guidelines
HMCL actively engages with its suppliers through its BR (NVGs)] BR Policies:
initiatives. Currently, percentage of suppliers under the Green
The National Voluntary Guidelines on Social, Environment
Vendor Development Program (GVDP) is more than 66% of
and Economic Responsibilities of Business (NVGs), released
total Tier - I supplier universe and suppliers are continuously
by the Ministry of Corporate Affairs, has adopted nine areas of
added to this program.
Business Responsibility.

Principle 1: Businesses should conduct and govern themselves Principle 5: Businesses should respect and promote human
with Ethics, Transparency and Accountability. rights.
Principle 2: Businesses should provide goods and services that Principle 6: Businesses should respect, protect, and make
are safe and contribute to sustainability throughout their life efforts to restore the environment.
cycle. Principle 7: Businesses, when engaged in influencing public
and regulatory policy, should do so in a responsible manner.
Principle 3: Businesses should promote the wellbeing of all
employees. Principle 8: Businesses should support inclusive growth and
equitable development.
Principle 4: Businesses should respect the interests of, and be
responsive towards all stakeholders, especially those who are Principle 9: Businesses should engage with and provide value
disadvantaged, vulnerable and marginalised. to their customers and consumers in a responsible manner.
(a) Details of compliance (Reply in Y/N):

No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1. Do you have policy/policies for… Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
3. Does the policy conform to any national/international standards? Y Y Y Y Y Y Y Y Y
If yes, specify? *
4. Has the policy being approved by the Board? Y Y Y Y Y Y Y Y Y
If yes, has it been signed by MD/owner/ CEO/ appropriate Board
Director?
5. Does the Company have a specified committee of the Board / Y Y Y Y Y Y Y Y Y
Director/Official to oversee the implementation of the policy? **
6. Indicate the link for the policy to be viewed online? ***
7. Has the policy been formally communicated to all relevant internal Y Y Y Y Y Y Y Y Y
and external stakeholders?
8. Does the Company have in-house structure to implement the Y Y Y Y Y Y Y Y Y
policy/policies?
9. Does the Company have a grievance redressal mechanism related Y Y Y Y Y Y Y Y Y
to the policy/policies to address stakeholders’ grievances related to
the policy/policies? **
10. Has the Company carried out independent audit/ evaluation of the Y Y Y Y Y Y Y Y Y
working of this policy by an internal or external agency? *
* The Whistle Blower Policy, Code of Conduct, Prevention of Sexual Harassment Policy and Corporate Social Responsibility Policy are
framed as per the requirements of the respective legislations of India. Environment policy conforms to ISO 14001 which is an international
standard released by International Organisation for Standardization (ISO).
** The Whistle Blower Policy and Code of Conduct are overseen by the Audit Committee of the Board of Directors of the Company and
Corporate Social Responsibility Policy is overseen by the Corporate Social Responsibility Committee of the Board of Directors of the
Company. Prevention of Sexual Harassment Policy is being overseen by Internal Complaints Committee (ICC) constituted under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The grievance, if any, arising out of Whistle
Blower Policy, Code of Conduct and Prevention of Sexual Harassment Policy is being redressed by the respective committees which
oversee them.
*** The policies are mapped to each principle as under:

Principle Applicable policies Web link for policies

Principle 1: Businesses should conduct Vigil Mechanism/ Whistle Blower Policy https://www.heromotocorp.com/en-in/
and govern themselves with Ethics, about-us/key-policies.html
Transparency and Accountability. Code of Conduct https://www.heromotocorp.com/en-in/
about-us/code-of-conduct.html
Principle 2: Businesses should provide Environment Policy https://www.heromotocorp.com/en-in/
goods and services that are safe and Quality Policy about-us/key-policies.html
contribute to sustainability throughout
their life cycle.
Principle 3: Businesses should promote Safety Policy https://www.heromotocorp.com/en-in/
the wellbeing of all employees. about-us/key-policies.html
Code of Conduct https://www.heromotocorp.com/en-in/
about-us/code-of-conduct.html
Prevention of Sexual Harassment Policy & Leave Policy ****
Principle 4: Businesses should respect Corporate Social Responsibility Policy https://www.heromotocorp.com/en-in/
the interests of, and be responsive about-us/key-policies/corporate-social-
towards all stakeholders, especially those responsibility.html
who are disadvantaged, vulnerable and
marginalised.
Principle 5: Businesses should respect Code of Conduct https://www.heromotocorp.com/en-in/
and promote human rights. about-us/code-of-conduct.html
Principle 6: Businesses should respect, Environment Policy https://www.heromotocorp.com/en-in/
protect, and make efforts to restore the about-us/key-policies.html
environment.
Principle 7: Businesses, when engaged in Code of Conduct https://www.heromotocorp.com/en-in/
influencing public and regulatory policy, about-us/code-of-conduct.html
should do so in a responsible manner. Vigil Mechanism/ Whistle Blower Policy https://www.heromotocorp.com/en-in/
about-us/key-policies.html
Principle 8: Businesses should support Corporate Social Responsibility Policy https://www.heromotocorp.com/en-in/
inclusive growth and equitable about-us/key-policies/corporate-social-
development. responsibility.html
Principle 9: Businesses should engage Quality Policy https://www.heromotocorp.com/en-in/
with and provide value to their customers about-us/key-policies.html
and consumers in a responsible manner. Policy on warranty and service maintenance schedule http://www.heromotocorp.com/en-in/
rider-zone/bike-warranty-details-and-
policy.html
**** Available on Company’s intranet
(b) If answer to the question as stated above against any principle, is ‘No’, please explain why:
No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1. The Company has not understood the Principles -
-------
2. The Company is not at a stage where it finds itself in a position to formulate -----
---------
and implement the policies on specified principles
le -----
3. The Company does not have financial or manpower resources available for icab
ppl
the task ot A
------N
4. It is planned to be done within next 6 months -----
5. It is planned to be done within the next 1 year ---------
6. Any other reason (please specify) -------
3. Governance related to BR (b) Does the Company publish a BR or a Sustainability

(a) Indicate the frequency with which the Board of Directors, Report? What is the hyperlink for viewing this report?
Committee of the Board or CEO assess the BR performance How frequently it is published?
of the Company. Within 3 months, 3-6 months, Annually, This is HMCL’s sixth Business Responsibility Report and is
More than 1 year. published annually as part of the Annual Report. The same
The management regularly monitors the BR initiatives and a can be accessed at https://www.heromotocorp.com/en-in/
complete assessment is done at the end of financial year. responsibility-report/business-responsibility-report.html.

SECTION E: PRINCIPLE-WISE PERFORMANCE (a) Reduction during sourcing/production/distribution
Principle 1: Ethics, Transparency and Accountability achieved since the previous year throughout the value
chain?
1. Does the policy relating to ethics, bribery and corruption
cover only the company? Yes/No. Does it extend to the
Not Applicable
Group / Joint Ventures / Suppliers/ Contractors/ NGOs
Others? (b) Reduction during usage by consumers (energy, water)
The policies under this principle include (a) Code of Conduct has been achieved since the previous year?
and (b) Vigil Mechanism/ Whistle Blower Policy.
Not applicable
The Code of Conduct is based on eight fundamental principles.
Our Code captures global best practices. The Code of Conduct 3. Does the company have procedures in place for
sustainable sourcing (including transportation)? If yes,
conforms to the CODEX as researched and published by
what percentage of your inputs was sourced sustainably?
Harvard Business School Publishing (HBSP).
Yes. The Company has taken few initiatives in past years,
The executive employees of HMCL have been imparted wherein sustainable sourcing has been ensured. Following are
mandatory training and acceptance to adherence has been the key initiatives taken during the FY 2017-18.
obtained. Regular training programmes are conducted across
locations to explain and reiterate the importance of adherence • Operation Excellence Program along with ACMA covering
to the Code. The Code of Conduct is also communicated 52 suppliers in FY 2017-18 was initiated (Tier – I - 22 and
to all stakeholders through website and annual reports. Tier – II - 30). A Roadmap has been made for improvement
Communication campaigns are regularly carried out to further to fulfill the basic conditions of plants through 5S, Quality
strengthen awareness of Code of Conduct. Additionally, an Circles, Planning and delivery improvement.
e-learning module is being used to ensure understanding and
• 10 new Suppliers’ plants were added in Green Vendor
acceptance to adherence.
Development Program (GVDP) on World Environment
While the above-mentioned policies/codes are currently Day i.e. June 5, 2017. A new initiative was also undertaken
not applicable on the Group/Joint Ventures/Suppliers/ under GVDP i.e. De-Risking of Supply Chain Partners
Contractors/NGOs/Others, the Company plans to extend the (SCP) from major fire & safety hazards. 20 SCPs were
applicability of the same to other entities going forward. covered in the first phase & their safety audit is in Process.
2. How many stakeholder complaints have been received • 36 suppliers were enrolled for new parts quality
in the past financial year and what percentage was upgradation for direct on line supplies in Program SCOPE
satisfactorily resolved by the management? If so, provide
(Supplier Certification of Parts Excellence), in FY 2017- 18.
details thereof, in about 50 words.
Sustenance of these suppliers will be carried forward in
14 complaints were received with regard to violation of the FY 2018-19 also.
Code of Conduct in FY 2017-18. 12 of these cases in FY 2017-18
have been investigated and requisite actions have been taken • Returnable Packaging concepts were introduced for
and remaining 2 cases are currently under investigation. Halol, Gujarat plant for better volumetric utilization which
helps to reduce the number of return trips by 50% for A
Principle 2: Product Life Cycle Sustainability class parts delivered from NCR.
1. List up to 3 of your products or services whose design has
incorporated social or environmental concerns, risks and/ • A third-party logistics company (3PL) was recently hired
or opportunities in Dharuhera, Haryana plant and it is already working
successfully in Haridwar and Neemrana plants. In
The Company has taken the following measures to address
Haridwar plant, a new material gate has been opened/
social or environmental concerns:
introduced for reducing travel time for tech park suppliers
• Conversion of all existing models to BS - IV compliant, for JIT (Just in Time) supplies and parts resulting in
thus reducing the polluting contents in environment. savings of approx. 4 trucks. Also in Dharuhera plant, 20%
trip saving resulted in reduction of 400 MT CO2 emission
• Introduction of AHO (Automatic Headlamp ON) in all per annum. In order to improve IBL efficiency, Double
models to improve conspicuity which helps in avoiding Deck Truck Concept has been introduced at Neemrana
accidents specifically during dawn and dusk. plant which will further reduce Carbon footprint by 30%
on selected routes/Suppliers.
2. For each such product, provide the following details in
respect of resource use (energy, water, raw material etc.) However, it is difficult to ascertain the percentage of inputs
per unit of product (optional). sourced from these suppliers accounting towards total input

due to the different kinds of materials being used by the - Hero MotoCorp Workers Union, Gurgaon Plant; and
Company. - Hero MotoCorp Workers Union, Dharuhera Plant.
4. Has the company taken any steps to procure goods
6. Percentage of permanent employees who are members of this
and services from local & small producers, including
recognised employee association:100% (confirmed workmen)
communities surrounding their place of work?
(a) If yes, what steps have been taken to improve their 7. Number of complaints relating to child labour, forced labour,
capacity and capability of local and small vendors? involuntary labour, sexual harassment in the last financial year
and pending, as on the end of the financial year.
Localisation is paramount to sourcing strategy and the
Company is procuring goods and services from local No. Category No. of No. of
supply chain partners which includes large, mid-size complaints complaints
and small scale industries who meet our quality, delivery, filed during pending as
cost and technology expectations. the financial on end of the
year financial year
5. Does the company have a mechanism to recycle products 1 Child labour/ forced labour/ Nil Nil
and waste? If yes, what is the percentage of recycling of involuntary labour
products and waste (separately as <5%, 5-10%, >10%). 2 Sexual Harassment 2 Nil
Yes, the Company has a mechanism for recycling its waste.

3 Discriminatory employment Nil Nil
HMCL recycles 90% of trade effluents which are re-used in 8. What percentage of your under mentioned employees were
the process using Zero Liquid Discharge (ZLD) platform. All given safety & skill up-gradation training in the last year?
the treated domestic effluents are either converted to soft
water, used in cooling towers or in green belt maintenance. (a) Permanent Employees : 67%
About 59% of the paint sludge is co-processed/ recycled and (b) Permanent Women Employees : 53%
balance 41% is incinerated and waste heat from incinerator is
recovered and used for process water heating. (c) Casual/Temporary/Contractual Employees : 87%
(d) Employees with Disabilities : 97%

Principle 3: Employee Wellbeing
The Company recognises that its employees are an invaluable Principle 4: Stakeholder Engagement
asset and fundamental driver of its growth. The Company has 1. Has the company mapped its internal and external
implemented the following policies and initiatives which promote stakeholders? Yes/No
the welfare of all its employees.
Yes, the Company has mapped and identified its external
• The policy on employee mutual medical benefit scheme stakeholders, including disadvantaged, vulnerable and
marginalised stakeholders. These stakeholders include
• Superannuation/National Pension Scheme employees, customers, NGOs and communities, dealers,
suppliers, investors, media, government, regulators, peers and
• Post-Retirement Medical Insurance Fund Scheme
industry ecosystem.
Key initiatives taken during the year are as follows: 2. Out of the above, has the company identified the
disadvantaged, vulnerable & marginalised stakeholders?
• Introduced Sabbatical Leave Policy to support employees in
certain situations that require them to be away from work for The disadvantaged and vulnerable stakeholders include
an extended period of time while help them retaining their differently-abled employees, women and rural communities in
the vicinity of its plants.
lien on employment.
3. Are there any special initiatives taken by the company
• Day care policy for all the permanent women employees to engage with the disadvantaged, vulnerable and
having children in the age group of 6 months to 6 years. marginalised stakeholders?
1. Total number of employees : 8266 Differently abled employees: HMCL is an equal opportunity
employer and provides equal opportunities to differently-
2. Total number of employees hired on temporary/contractual/ abled, marginalized and people from economically weaker
casual basis : 24690 backgrounds. All employees have equal opportunity on career
growth, coaching and mentoring.
3. Number of permanent women employees : 256
Women: During the year, the Company enhanced its efforts
4. Number of permanent employees with disabilities: 31
on overall development of women with focus on education.
5. Employee association recognised by management: Key highlights of the drive are given below:

• Organising literary classes as well as skill development management, waste management, CO2 emissions, greenhouse
programmes. gases reduction and product efficiency.
• Imparting science education and training.
Glimpse of the same is given below:
• Career counselling sessions for rural girls.
• Organisation of camps for health and other recreational HMCL has reduced its carbon footprint in FY 2017-18 by
activities. achieving overall reduction of approx. 6750 tons of CO2 from
its operations.
Rural Community: These are covered under Principle 8.
As per company strategy to improve overall environmental
Principle 5: Human Rights performance, HMCL has challenged the CII-GreenCo Award
1. Does the policy of the company on human rights cover which is evaluated on 10 pillar principles of sustainability.
only the company or extend to the Group/ Joint Ventures/ HMCL’s Neemrana Plant – “The Garden Factory” has achieved
Suppliers/ Contractors/ NGOs/ Others? the distinction of becoming the first plant in the Automobile
As a socially responsible organisation, the Company is committed Sector to achieve GreenCo Platinum and join the Country’s
to protect and safeguard human rights. The Company has put in Green movement.
place a Code of Conduct and expects its stakeholders to adhere
The Company has taken the following green initiatives for
and uphold the standards contained therein.
Water & Waste Water Management:
2. How many stakeholder complaints have been received
in the past financial year and what % was satisfactorily HMCL has installed a Zero Liquid Discharge (ZLD) Plant of 400
resolved by the management? KLD at Haridwar Plant. The ZLD plant comprises of primary,
14 complaints were received with regard to violation of the secondary and tertiary treatment of the effluents followed by
Code of Conduct in FY 2017-18. 12 of these cases in FY 2017-18 ultra-filtration, 3 stage reverse osmosis (RO) and Multi-Effect
have been investigated and requisite actions have been taken Evaporator (MEE). This initiative will help, preserve and reduce
and remaining 2 cases are currently under investigation. ground water abstraction upto 400 KLD. The entire treated waste
water from the ZLD will be re-used in the process. The ZLD plant
Principle 6: Restoration of Environment also has a feature of Online Real time monitoring of the quality
of the treated effluent which is also being directly monitoried by
1. Does the policy related to Principle 6 cover only the State Pollution Control Board and Central Pollution Control Board.
company or extends to the Group/Joint Ventures/
Suppliers/ Contractors/ NGOs/ others. The other details can be accessed on the website of the
The policy on environment extends to the suppliers and Company at https://www.heromotocorp.com/en-in/about-
dealers through “Green Dealer Development Program”, “Green us/we-care-green-manufacturing.html.
Vendor Development Programme” and “Green Charter”.
3. Does the company identify and assess potential
2. Does the company have strategies/ initiatives to address environmental risks? Y/N
global environmental issues such as climate change, Yes. The Company has a periodic systematic mechanism for
global warming, etc.? If yes, please give hyperlink for
environmental impact assessment through its Aspect/Impact
webpage etc.
Assessment (AIA) activity and Hazard Identification and Risk
HMCL believes in sound and sustainable environmental Assessment (HIRA) technique as a part of Environmental
practices. Since inception, it has cared for the environment Management System Certifications of ISO 14001. HMCL has
by launching four stroke motorcycles in the era when two upgraded the Environmental Management System of all its
stroke two-wheelers were popular. In this endeavour, we have
plants to the latest version of ISO 14001: 2015. All plants are
always been blessed and guided by our Chairman Emeritus,
also certified for Occupational Health and Safety Management
Dr. Brijmohan Lall Munjal, 'We must do something for the
System Certification of OHSAS 18001.
community from whose land we generate our wealth'. The
environment management aims towards ensuring that the 4. Does the company have any project related to Clean
ecosystem services in areas where we operate are protected and Development Mechanism? If so, provide details thereof,
maintained for equitable use by future generations. As leaders in about 50 words or so. Also if Yes, whether any
in the automotive industry, HMCL fully realizes its responsibility environmental compliance report is filed?
to the fast changing industrial environment and understands Currently, HMCL does not have any Clean Development
its role in sustainable development. To achieve this, HMCL has Mechanism (CDM) project.
committed itself to the following objectives.
5. Has the company undertaken any other initiatives on –
HMCL has long term strategies in place to address these clean technology, energy efficiency, renewable energy,
issues including energy conservation, energy efficiency, water etc. Y/N. If yes, please give hyperlink for web page etc.

Yes, HMCL has undertaken several environment protection Direction from Uttarakhand State Pollution Board for
related initiatives on clean technology, energy efficiency and connection to CETP. The Direction has been issued in relation
renewable energy. The same are broadly classified as under: to a NGT order dated 23.01.2018.
1. Reduction in power consumption in Canteen & Admin
block using full Variable Refrigerant Volume (VRV) Status: Appeal filed before the NGT to set aside the directions.
control through Refrigerant Temperature Control (RTC)
Principle 7: Policy Advocacy
and by installation of Air Conserve System in Plant Utility
System at Neemrana Plant resulting in combined saving 1. Is your company a member of any trade and chamber or
of 16.4 lakh kwh. association? If Yes, name only those major ones that your
2. HMCL has reduced its carbon footprint in FY 2017-18 by business deals with.
achieving overall reduction of approx. 6750 tons of CO2 The names of major associations are as follows:
from its operations. Some of the key initiatives taken to
improve energy efficiency at different plants are given • Confederation of Indian Industry
below: • PHD Chamber of Commerce and Industry
- Installation of solar power system of 5.6 MW across all • Society of Indian Automobile Manufacturers
plants
• Gurgaon Chamber of Commerce & Industries
- Installation of VFD’s in various equipments like
Compressors, paint shop 2. Have you advocated/lobbied through above associations
- Installation of exhaust blowers, high capacity pumps, air for the advancement or improvement of public good?
supply units Yes/No; if yes specify the broad areas (Governance
- Replacement of conventional lights with LED lights and Administration, Economic Reforms, Inclusive
Development Policies, Energy security, Water, Food
- Installation of energy saving equipments like ARTIC
master for HVVAC control Security, Sustainable Business Principles, Others)
- Use of energy efficient air conditioners, aerators, blowers, Road Safety is the most important though often neglected
pumps etc. aspect of driving. HMCL strongly champions the cause of road
- Replacement of conventional chillers with VSD chillers safety through several initiatives and works with associations
- Optimisation of compressed air header to reduce air along with a cross-section of other stakeholders that include
leakage and online FAD testing governing/enforcement agencies, commuters, corporates,
- Improving energy efficiency by way of paint booth schools/colleges and special groups on aspects germane to
balancing road safety.
- Optimisation of light load and HVAC control and
Principle 8: Inclusive Growth
installation of presence sensors
1. Does the company have specified programmes/initiatives/
- Optimisation of BIG foot operation for energy
conservation projects in pursuit of the policy related to Principle 8? If
yes details thereof.
A more detailed list of such initiatives is available on the website of
the company at https://www.heromotocorp.com/en-in/about-us/ Yes. The Company has a Corporate Social Responsibility (CSR)
we-care-green-manufacturing.html. Policy which derives its core values and covers various aspects
as per requirements of the Companies Act, 2013. The Policy has
6. Are the Emissions/Waste generated by the company
been developed considering the requirements of Companies
within the permissible limits given by CPCB/SPCB for the
financial year being reported? Act, 2013, the organization's focus as well as international
best practices. Its fundamentals are based on inputs from top
Yes.
management and all stakeholders.
7. Number of show cause/ legal notices received from CPCB/
SPCB which are pending (i.e. not resolved to satisfaction) The Company undertakes purposeful activities with the goal
as on end of Financial Year. to maintain and improve the state of environmental resources
Direction for installation of online stack/air emission affected by human activities. The environment management
monitoring system connected to CPCB server before aims towards ensuring that the ecosystem services in areas
31.03.2018, was received vide notification dated 20.03.2018 where we operate are protected and maintained for equitable
at Dharuhera Plant. use by future generations.
Status: HMCL is exploring available technologies and HMCL’s efforts during the year were focussed on the following
assessing suppliers. projects or activities:

S. No. Project or activity identified Project details
4.4 lakh tree plantation at Delhi NCR, Indore, Chandigarh, Uttarakhand and near
1. Environment - Tree Plantation, Solar Lights, LED Lights
to the Offices PAN India. 6,265 solar street lights and 50,770 LED lights installed.
Preventive health care camps in rural areas and schools were organised.
Free medical facility was given to 54,241 patients.
2. Promoting preventive health care and sanitation
387 toilets were built in 42 Government schools in Haryana, Rajasthan,
Uttarakhand and Gujarat.
Education promotion and construction/ renovation of 82 schools at Delhi,
3. Promoting Education and Road Safety Awareness Haryana, Rajasthan, Uttarakhand and Gujarat.
Road Safety Awareness Education to 50,364 participants PAN India.
4. Skill development for women and youth Skill Development for 891 women and youth
5. Promoting Rural and Para Sports Promoting rural sports for 50 athletes and 78 athletes in Para sports
Community development for 34,533 people and supporting 1,876 specially-
6. Community Development and supporting specially-abled
abled
2. Are the programmes/projects undertaken through in • Rescued 771 people during winter nights
house team/own foundation/external NGO/government • Tree plantation expanded from NCR to other cities in
structures/any other organisation? India with 4.4 lakh trees
The programmes are undertaken either directly or through • 6,265 Solar street lights in villages mainly where
specialized agencies / NGOs and government departments. electricity has not yet reached
3. Have you done any impact assessment of your initiative? • Replacing normal bulbs with LED lights saving 1.03 crore
Yes, a structured impact assessment of the initiatives was units per year
conducted. The Company has received a positive feedback of • Supporting women Police of states by providing mobility
its efforts from the community and environment. through 800+ two-wheelers
• Supporting model village project with Gram Sarpanch
4. What is your company’s direct contribution to community
development projects - Amount in INR and the details of Principle 9: Customer Value
the projects undertaken? 1. What percentage of customer complaints/consumer cases
(` in crores) are pending as on the end of financial year?
Project FY 2017-18
As on the end of FY 2017-18, 1.12% of total customer
complaints are pending. The complaints are insignificant in
Environment - Tree Plantation, Solar Lights, 18.42 comparison to the number of customers.
LED Lights
Promoting preventive health care and 6.77 2. Does the company display product information on the
sanitation product label, over and above what is mandated as per
Education promotion, vocational skill 48.12 local laws? Yes/No/N.A./Remarks (additional information)
development for children and women and Yes, the details on information label are as per the requirements
promoting road safety awareness. of the Legal Metrology Act, 2009. HMCL voluntarily and actively
Promoting Sports 6.03 informs all its dealers about any changes in product packaging
Women Empowerment and Community 4.70 through notices and circulars. It has also been running educative
Development campaigns informing customers to operate vehicles in a more
fuel efficient manner and to read the operating manual and
Army Wives Welfare Association 0.30
the road safety leaflet. The leaflet enumerates good to emulate
5. Have you taken steps to ensure that this community riding practices, fuel saving tips etc. in a reader - friendly and easy
development initiative is successfully adopted by the to understand manner. The spare parts come with a customer
community? toll free number, address and email ID, where consumers can
reach our executives with feedback, grievances and even
Yes, HMCL regularly monitors its projects to ensure that they queries regarding the products. Besides, consumers can also log
are adopted and continued and sustain within communities on to the website of the Company and give their feedback or
beyond its interactions. During the year, the following new register complaints. In order to check the genuineness of spare
community development initiatives were focused at: parts, a Unique Part Identity (UPI) number is printed on the MRP
• Free medical facility at five locations for more than label of the spare part. HMCL also runs campaigns informing
54,000 beneficiaries customers about the same.

3. Is there any case filed by any stakeholder against the 4. Did your company carry out any consumer survey/
company regarding unfair trade practices, irresponsible consumer satisfaction trends?
advertising and/or anti-competitive behaviour during the HMCL continues to undertake studies to measure customer
last five years and pending as on end of financial year? If satisfaction with sales process, service process and for the
so, provide details thereof, in about 50 words or so.
new products launched last year through a third party
No case has been filed by any stakeholder against the Company research agency. Also, a brand track study was conducted on
regarding unfair trade practices, irresponsible advertisement a monthly basis to gauge health of the product brands as well
and/or anti-competitive behaviour during the last five years as corporate brand vis-a-vis competition.
and no case is pending as on the end of the financial year.

ANNEXURE - XI
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN AS ON FINANCIAL
YEAR ENDED ON 31.03.2018
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014.
I REGISTRATION & OTHER DETAILS:
i CIN L35911DL1984PLC017354
ii Registration Date 19-01-1984
iii Name of the Company Hero MotoCorp Limited
iv Category/Sub-category of the Company Public Limited - Limited by Shares
v Address of the Registered Office & contact details 34, Community Centre, Basant Lok, Vasant Vihar,
New Delhi - 110 057
Tel: 011-4604 4100, 2614 2451
Fax: 011-2614 3321, 2614 3198
vi Whether listed company (Yes/No) Yes
vii Name, address & contact details of the Registrar & Transfer Agent, Karvy Computershare Private Limited
if any Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli,
Financial District, Nanakramguda, Serilingampally,
Hyderabad – 500 032
Tel: 040-23420818, 67162222; Fax: 040-23420814, 23001153
Toll Free No: 1-800-3454-001; E-mail: [email protected]
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated.
Sl. No. Name & description of main products/services NIC Code of the % to total turnover
Product /Service of the Company
1 Motorised two wheelers upto 350cc engine capacity and parts thereof 2910 100
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No. Name & Address of the Company CIN/GLN Holding/ % of Applicable
Subsidiary/ shares held Section
Associate
1 Hero FinCorp Limited U74899DL1991PLC046774 Associate 41.03% 2(6)
34, Community Centre, Basant Lok, Vasant Vihar,
New Delhi-110 057
2 HMC MM Auto Limited U35923DL2013PLC260142 Subsidiary 60% 2(87)
34, Community Centre, Basant Lok, Vasant Vihar,
New Delhi-110 057
3 HMCL (NA) Inc. N.A. Subsidiary 100% 2(87)
222 Delaware Avenue, Suite 1200, Wilmington,
New Castle County Delaware 19801, USA
4 Erik Buell Racing Inc. N.A. Associate 49.20% 2(87)
2799, Buell Drive, Unit C East Troy,
Wisconsin 53120, USA
5 HMCL Americas Inc. N.A. Subsidiary 100% 2(87)
222 Delaware Avenue, Suite 1200, Wilmington,
New Castle County Delaware 19801, USA
6 HMCL Netherlands B.V. N.A. Subsidiary 100% 2(87)
Hoogoorddreef 15 1101 BA Amsterdam,
The Netherlands
7 HMCL Columbia SAS N.A. Step Down 68% 2(87)
Free Trade Zone (ZF), Conjunto Industrial Parque Sur Subsidiary
Lt 6 Kilometro 24, Villa Rica, Colombia
8 HMCL Niloy Bangladesh Limited N.A. Step Down 55% 2(87)
Nitol Niloy Towers Plot 69, Nikunja 02, Khilkhet, Dhaka Subsidiary
1229, Bangladesh
9 Ather Energy Private Limited U40100KA2013PTC093769 Associate 32.31% 2(6)
No.1, Victoria Road Extension, Victoria Layout,
6th Cross, Bangalore - 560 047, Karnataka

IV SHAREHOLDING PATTERN
(i) Category-wise Shareholding
Category Category of Shareholder No. of shares held at the beginning No. of shares held at the end % Change
Code of the year 31/03/2017 of the year 31/03/2018 during the
year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) Promoter and Promoter Group
(1) Indian
(a) Individual /HUF 28347708 0 28347708 14.20 28347708 0 28347708 14.20 0.00
(b) Central Government/State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 40818374 0 40818374 20.44 40818374 0 40818374 20.44 0.00
(d) Financial Institutions / Banks 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 69166082 0 69166082 34.64 69166082 0 69166082 34.63 0.01
(2) Foreign
(a) Individuals (NRIs/Foreign Individuals) 0 0 0 0.00 0 0 0 0.00 0.00
(b) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(e) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 0 0 0 0.00 0 0 0 0.00 0.00
Total A=A(1)+A(2) 69166082 0 69166082 34.64 69166082 0 69166082 34.63 0.01
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds /UTI /Alternative Investment 9537165 63470 9600635 4.81 12715890 52310 12768200 6.39 1.59
Fund
(b) Financial Institutions /Banks 2576244 18705 2594949 1.30 1996127 13965 2010092 1.01 -0.29
(c) Central Government / State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
(d) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(e) Insurance Companies 12730593 0 12730593 6.37 9280812 0 9280812 4.65 -1.73
(f ) Foreign Institutional Investors /Foreign 85199365 38015 85237380 42.68 83727111 210 83727321 41.92 -0.76
Portfolio Investors
(g) Foreign Venture Capital Investors 0 0 0 0.00 0 0 0 0.00 0.00
(h) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1) : 110043367 120190 110163557 55.17 107719940 66485 107786425 53.97 -1.19
(2) Non-Institutions
(a) Bodies Corporate/Beneficial Holdings 5314585 24961 5339546 2.67 7463476 16621 7480097 3.75 1.07
under MGT-4
(b) Individuals
(i) Individuals holding nominal share 9724880 2535866 12260746 6.14 9406811 1869159 11275970 5.65 -0.49
capital upto `1 lakh
(ii) Individuals holding nominal share 211250 256040 467290 0.23 330850 70000 400850 0.20 -0.03
capital in excess of `1 lakh
(c) Others
Clearing Members 357877 0 357877 0.18 246321 0 246321 0.12 -0.06
Foreign Nationals 279 0 279 0.00 221 0 221 0.00 0.00
Investor Education Protection Fund 0 0 0 0.00 978772 0 978772 0.49 0.49
NBFC 4387 0 4387 0.00 4844 0 4844 0.00 0.00
Non-Resident Indians 203816 690 204506 0.10 159467 680 160147 0.08 -0.02
NRI Non-Repatriation 185215 0 185215 0.09 251643 0 251643 0.13 0.03
Trusts 1547353 0 1547353 0.77 1960083 0 1960083 0.98 0.21
(d) Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(2) : 17549642 2817557 20367199 10.20 20802488 1956460 22758948 11.40 1.20
Total B=B(1)+B(2) 127593009 2937747 130530756 65.36 128522428 2022945 130545373 65.37 0.00
Total (A+B) 196759091 2937747 199696838 100.00 197688510 2022945 199711455 100.00 0.00
(C) Shares held by custodians, against which
Depository Receipts have been issued
(1) Promoter and Promoter Group
(2) Public 0 0 0 0.00 0 0 0 0.00 0.00
GRAND TOTAL (A+B+C) : 196759091 2937747 199696838 100.00 197688510 2022945 199711455 100.00

(ii) Shareholding of Promoters
Sl. No. Shareholders’ Name Shareholding at the begginning of the year Shareholding at the end of the year % change in
No. of shares % of total % of shares No. of shares % of total % of shares shareholding
shares of the pledged shares of the pledged during the
Company encumbered Company encumbered year
to total to total
shares shares
1 Bahadur Chand Investments Pvt. Ltd. 39943238 20.0 0 39943238 20.0 0 0
2 Pawan Munjal, Renu Munjal and Suman 27927058 14.0 0 27927058 14.0 0 0
Munjal (On behalf of Brijmohan Lal Om
Parkash, Partnership Firm)
3 Hero Investcorp Private Limited 873766 0.4 0 873766 0.4 0 0
4 Renu Munjal 111483 0.1 0 111483 0.1 0 0
5 Suman Kant Munjal 71250 0.0 0 71250 0.0 0 0
6 Pawan Kant Munjal 43354 0.0 0 43354 0.0 0 0
7 Vasudha Munjal 32500 0.0 0 32500 0.0 0 0
8 Sunil Kant Munjal 32500 0.0 0 32500 0.0 0 0
9 Aniesha Munjal 32500 0.0 0 32500 0.0 0 0
10 Pawan Munjal (As Karta of HUF) 32500 0.0 0 32500 0.0 0 0
11 Renuka Munjal 32480 0.0 0 32480 0.0 0 0
12 Suman Kant Munjal (As Karta of HUF) 10833 0.0 0 10833 0.0 0 0
13 Abhimanyu Munjal 10620 0.0 0 10620 0.0 0 0
14 Rahul Munjal 10620 0.0 0 10620 0.0 0 0
15 Hero Fincorp Limited 1370 0.0 0 1370 0.0 0 0
16 Santosh Munjal 10 0.0 0 10 0.0 0 0
Total 69166082 34.6 0 69166082 34.6 0 0

(iii) Change in Promoters’ Shareholding (specify if there is no change)
Sl. Shareholders’ Name Shareholding at the Cumulative shareholding
No. beginning of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the Company of the Company
1 BAHADUR CHAND INVESTMENTS PVT. LTD.
At the beginning of the year 39943238 20.00 39943238 20.00
Date wise increase/decrease in Promoters Shareholding during the
year specifying the reasons for increase/decrease (e.g. allotment/ No change
transfer /bonus/sweat equity etc.)
At the end of the year 39943238 20.00
2 PAWAN MUNJAL, RENU MUNJAL AND SUMAN MUNJAL (ON
BEHALF OF BRIJMOHAN LAL OM PARKASH, PARTNERSHIP FIRM)
3 HERO INVESTCORP PRIVATE LIMITED
4 RENU MUNJAL
5 SUMAN KANT MUNJAL

Sl. Shareholders’ Name Shareholding at the Cumulative shareholding

No. beginning of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the Company of the Company
6 PAWAN KANT MUNJAL
7 VASUDHA MUNJAL
8 SUNIL KANT MUNJAL
9 ANIESHA MUNJAL
10 PAWAN MUNJAL (AS KARTA OF HUF)
11 RENUKA MUNJAL
12 SUMAN KANT MUNJAL (AS KARTA OF HUF)
13 ABHIMANYU MUNJAL
14 RAHUL MUNJAL
15 HERO FINCORP LIMITED
16 SANTOSH MUNJAL

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)
Sl. No. Name of the Shareholder Shareholding at the Date of Increase/ Reason Cumulative shareholding
beginning/end of the year change Decrease in for during the year 2017-18
shareholding increase /
No. of % of total No. of % of total
decrease
Shares shares of the Shares shares
Company of the
Company
1 LIC OF INDIA PENSION PLUS MIXED FUND
Shareholding at the beginning of the year 10332954 5.17 31/03/2017 10332954 5.17
09/06/2017 -15600 Transfer 10317354 5.17
23/06/2017 -105671 Transfer 10211683 5.11
14/07/2017 -287010 Transfer 9924673 4.97
21/07/2017 -411248 Transfer 9513425 4.76
28/07/2017 -345866 Transfer 9167559 4.59
04/08/2017 -781837 Transfer 8385722 4.20
11/08/2017 -132042 Transfer 8253680 4.13
18/08/2017 -108000 Transfer 8145680 4.08
25/08/2017 -305439 Transfer 7840241 3.93
01/09/2017 -603768 Transfer 7236473 3.62
08/09/2017 -346133 Transfer 6890340 3.45
15/09/2017 -223994 Transfer 6666346 3.34
17/11/2017 3600 Transfer 6669946 3.34
15/12/2017 1500 Transfer 6671446 3.34
09/02/2018 2400 Transfer 6673846 3.34
23/02/2018 235458 Transfer 6909304 3.46
23/02/2018 -1000 Transfer 6908304 3.46
02/03/2018 336645 Transfer 7244949 3.63
09/03/2018 339419 Transfer 7584368 3.80
16/03/2018 40668 Transfer 7625036 3.82
23/03/2018 334739 Transfer 7959775 3.99
30/03/2018 227339 Transfer 8187114 4.10
30/03/2018 -1000 Transfer 8186114 4.10
Shareholding at the end of the year 8186114 4.10 31/03/2018 8186114 4.10
2 OPPENHEIMER INTERNATIONAL
GROWTH FUND
28/07/2017 438739 Transfer 7407409 3.71
3 LAZARD EMERGING MARKETS
PORTFOLIO
29/09/2017 -156139 Transfer 3685678 1.85
06/10/2017 -88649 Transfer 3597029 1.80
15/12/2017 -82076 Transfer 3514953 1.76
4 ICICI PRUDENTIAL LIFE INSURANCE
COMPANY LIMITED
07/04/2017 122809 Transfer 1445730 0.72
14/04/2017 34113 Transfer 1479843 0.74
21/04/2017 -20119 Transfer 1459724 0.73

decrease
Company of the
Company
28/04/2017 107592 Transfer 1567316 0.78
05/05/2017 110552 Transfer 1677868 0.84
12/05/2017 44019 Transfer 1721887 0.86
19/05/2017 48190 Transfer 1770077 0.89
26/05/2017 -21696 Transfer 1748381 0.88
02/06/2017 17312 Transfer 1765693 0.88
09/06/2017 5678 Transfer 1771371 0.89
16/06/2017 1076 Transfer 1772447 0.89
23/06/2017 17225 Transfer 1789672 0.90
30/06/2017 -46378 Transfer 1743294 0.87
07/07/2017 193480 Transfer 1936774 0.97
14/07/2017 89785 Transfer 2026559 1.01
21/07/2017 83947 Transfer 2110506 1.06
28/07/2017 145804 Transfer 2256310 1.13
04/08/2017 169744 Transfer 2426054 1.21
11/08/2017 -11674 Transfer 2414380 1.21
18/08/2017 1197 Transfer 2415577 1.21
25/08/2017 12525 Transfer 2428102 1.22
01/09/2017 115540 Transfer 2543642 1.27
01/09/2017 -131179 Transfer 2412463 1.21
08/09/2017 48516 Transfer 2460979 1.23
15/09/2017 27871 Transfer 2488850 1.25
22/09/2017 751 Transfer 2489601 1.25
29/09/2017 30779 Transfer 2520380 1.26
06/10/2017 69957 Transfer 2590337 1.30
13/10/2017 -1248 Transfer 2589089 1.30
20/10/2017 6290 Transfer 2595379 1.30
27/10/2017 638 Transfer 2596017 1.30
31/10/2017 959 Transfer 2596976 1.30
03/11/2017 -14523 Transfer 2582453 1.29
10/11/2017 343 Transfer 2582796 1.29
17/11/2017 -9271 Transfer 2573525 1.29
24/11/2017 -13767 Transfer 2559758 1.28
01/12/2017 -615 Transfer 2559143 1.28
08/12/2017 31045 Transfer 2590188 1.30
15/12/2017 996 Transfer 2591184 1.30
22/12/2017 94761 Transfer 2685945 1.34
29/12/2017 111325 Transfer 2797270 1.40
05/01/2018 87688 Transfer 2884958 1.44
12/01/2018 -9951 Transfer 2875007 1.44
19/01/2018 38330 Transfer 2913337 1.46
26/01/2018 -1174 Transfer 2912163 1.46
02/02/2018 282 Transfer 2912445 1.46

decrease
Company of the
Company
09/02/2018 81126 Transfer 2993571 1.50

16/02/2018 -8399 Transfer 2985172 1.49
23/02/2018 -3773 Transfer 2981399 1.49
02/03/2018 6305 Transfer 2987704 1.50
02/03/2018 -9083 Transfer 2978621 1.49
09/03/2018 -3235 Transfer 2975386 1.49
16/03/2018 708 Transfer 2976094 1.49
23/03/2018 33650 Transfer 3009744 1.51
30/03/2018 71722 Transfer 3081466 1.54
30/03/2018 -1194 Transfer 3080272 1.54
5 TEMPLETON GROWTH FUND, INC.
15/09/2017 -23207 Transfer 2746531 1.38
22/09/2017 -395500 Transfer 2351031 1.18
29/09/2017 -159655 Transfer 2191376 1.10
19/01/2018 -195300 Transfer 1996076 1.00
26/01/2018 -63895 Transfer 1932181 0.97
6 ABERDEEN EMERGING MARKETS FUND
28/07/2017 -257979 Transfer 2280056 1.14
04/08/2017 -114721 Transfer 2165335 1.08
7 ABERDEEN GLOBAL INDIAN EQUITY
LIMITED
19/05/2017 -70000 Transfer 2370000 1.19
14/07/2017 -71000 Transfer 2299000 1.15
28/07/2017 -110000 Transfer 2189000 1.10
11/08/2017 -160000 Transfer 2029000 1.02
25/08/2017 -42000 Transfer 1987000 1.00
22/09/2017 -80000 Transfer 1907000 0.95
12/01/2018 -70000 Transfer 1837000 0.92
23/03/2018 -180000 Transfer 1657000 0.83
8 GOVERNMENT PENSION FUND GLOBAL
14/04/2017 107866 Transfer 2443929 1.22
21/04/2017 94165 Transfer 2538094 1.27
09/06/2017 -65308 Transfer 2472786 1.24
23/06/2017 -8658 Transfer 2464128 1.23

decrease
Company of the
Company
25/08/2017 32406 Transfer 2496534 1.25
29/09/2017 27506 Transfer 2524040 1.26
17/11/2017 11403 Transfer 2535443 1.27
24/11/2017 152868 Transfer 2688311 1.35
01/12/2017 143682 Transfer 2831993 1.42
9 STICHTING DEPOSITARY APG EMERGING
MARKETS EQUITY POOL
07/04/2017 -1770 Transfer 2058575 1.03
14/04/2017 99219 Transfer 2157794 1.08
21/04/2017 67470 Transfer 2225264 1.11
28/04/2017 31800 Transfer 2257064 1.13
05/05/2017 21200 Transfer 2278264 1.14
26/05/2017 -37992 Transfer 2240272 1.12
02/06/2017 -30000 Transfer 2210272 1.11
07/07/2017 -225716 Transfer 1984556 0.99
14/07/2017 35145 Transfer 2019701 1.01
28/07/2017 -29003 Transfer 1990698 1.00
04/08/2017 -15585 Transfer 1975113 0.99
11/08/2017 68752 Transfer 2043865 1.02
18/08/2017 28573 Transfer 2072438 1.04
01/09/2017 59475 Transfer 2131913 1.07
15/09/2017 20548 Transfer 2152461 1.08
29/09/2017 7896 Transfer 2160357 1.08
06/10/2017 -64395 Transfer 2095962 1.05
13/10/2017 -10856 Transfer 2085106 1.04
20/10/2017 -8504 Transfer 2076602 1.04
03/11/2017 -4101 Transfer 2072501 1.04
17/11/2017 34978 Transfer 2107479 1.06
08/12/2017 -9331 Transfer 2098148 1.05
15/12/2017 1942 Transfer 2100090 1.05
02/02/2018 -15371 Transfer 2084719 1.04
02/03/2018 -8851 Transfer 2075868 1.04
09/03/2018 75000 Transfer 2150868 1.08
16/03/2018 -9355 Transfer 2141513 1.07
23/03/2018 -13336 Transfer 2128177 1.07
10 SBI MAGNUM EQUITY FUND
07/04/2017 157699 Transfer 2094714 1.05
07/04/2017 -4350 Transfer 2090364 1.05
14/04/2017 20035 Transfer 2110399 1.06
21/04/2017 13762 Transfer 2124161 1.06

decrease
Company of the
Company
21/04/2017 -4100 Transfer 2120061 1.06
28/04/2017 164792 Transfer 2284853 1.14
28/04/2017 -65 Transfer 2284788 1.14
05/05/2017 129988 Transfer 2414776 1.21
12/05/2017 6869 Transfer 2421645 1.21
12/05/2017 -209 Transfer 2421436 1.21
19/05/2017 8012 Transfer 2429448 1.22
19/05/2017 -390 Transfer 2429058 1.22
26/05/2017 38115 Transfer 2467173 1.24
26/05/2017 -285 Transfer 2466888 1.24
02/06/2017 22251 Transfer 2489139 1.25
02/06/2017 -78 Transfer 2489061 1.25
09/06/2017 8201 Transfer 2497262 1.25
09/06/2017 -106317 Transfer 2390945 1.20
16/06/2017 10187 Transfer 2401132 1.20
16/06/2017 -2700 Transfer 2398432 1.20
23/06/2017 4153 Transfer 2402585 1.20
23/06/2017 -8092 Transfer 2394493 1.20
30/06/2017 26796 Transfer 2421289 1.21
30/06/2017 -20000 Transfer 2401289 1.20
07/07/2017 22583 Transfer 2423872 1.21
07/07/2017 -1165 Transfer 2422707 1.21
14/07/2017 7924 Transfer 2430631 1.22
14/07/2017 -1566 Transfer 2429065 1.22
21/07/2017 8052 Transfer 2437117 1.22
21/07/2017 -1398 Transfer 2435719 1.22
28/07/2017 18239 Transfer 2453958 1.23
28/07/2017 -350 Transfer 2453608 1.23
04/08/2017 157742 Transfer 2611350 1.31
04/08/2017 -4200 Transfer 2607150 1.31
11/08/2017 34289 Transfer 2641439 1.32
11/08/2017 -303 Transfer 2641136 1.32
18/08/2017 49148 Transfer 2690284 1.35
18/08/2017 -23250 Transfer 2667034 1.34
25/08/2017 13995 Transfer 2681029 1.34
01/09/2017 20955 Transfer 2701984 1.35
08/09/2017 14099 Transfer 2716083 1.36
08/09/2017 -90991 Transfer 2625092 1.31
15/09/2017 23287 Transfer 2648379 1.33
22/09/2017 13256 Transfer 2661635 1.33
29/09/2017 6377 Transfer 2668012 1.34
29/09/2017 -32 Transfer 2667980 1.34
06/10/2017 90772 Transfer 2758752 1.38

decrease
Company of the
Company
06/10/2017 -2529 Transfer 2756223 1.38
13/10/2017 20123 Transfer 2776346 1.39
20/10/2017 12215 Transfer 2788561 1.40
27/10/2017 54500 Transfer 2843061 1.42
31/10/2017 57461 Transfer 2900522 1.45
03/11/2017 2033 Transfer 2902555 1.45
10/11/2017 11615 Transfer 2914170 1.46
10/11/2017 -565 Transfer 2913605 1.46
17/11/2017 34011 Transfer 2947616 1.48
24/11/2017 41750 Transfer 2989366 1.50
24/11/2017 -2859 Transfer 2986507 1.50
01/12/2017 11617 Transfer 2998124 1.50
08/12/2017 140090 Transfer 3138214 1.57
08/12/2017 -2000 Transfer 3136214 1.57
15/12/2017 22925 Transfer 3159139 1.58
22/12/2017 12893 Transfer 3172032 1.59
22/12/2017 -9103 Transfer 3162929 1.58
29/12/2017 20160 Transfer 3183089 1.59
29/12/2017 -69 Transfer 3183020 1.59
05/01/2018 17079 Transfer 3200099 1.60
12/01/2018 9638 Transfer 3209737 1.61
12/01/2018 -20 Transfer 3209717 1.61
19/01/2018 11338 Transfer 3221055 1.61
19/01/2018 -4242 Transfer 3216813 1.61
26/01/2018 3308 Transfer 3220121 1.61
26/01/2018 -25858 Transfer 3194263 1.60
02/02/2018 150000 Transfer 3344263 1.67
02/02/2018 -21899 Transfer 3322364 1.66
09/02/2018 9894 Transfer 3332258 1.67
09/02/2018 -14736 Transfer 3317522 1.66
16/02/2018 30127 Transfer 3347649 1.68
16/02/2018 -52407 Transfer 3295242 1.65
23/02/2018 7042 Transfer 3302284 1.65
23/02/2018 -51931 Transfer 3250353 1.63
02/03/2018 17328 Transfer 3267681 1.64
02/03/2018 -306 Transfer 3267375 1.64
09/03/2018 23424 Transfer 3290799 1.65
09/03/2018 -35850 Transfer 3254949 1.63
16/03/2018 27279 Transfer 3282228 1.64
16/03/2018 -11500 Transfer 3270728 1.64
23/03/2018 34737 Transfer 3305465 1.66
23/03/2018 -3000 Transfer 3302465 1.65

decrease
Company of the
Company
30/03/2018 57259 Transfer 3359724 1.68

30/03/2018 -7650 Transfer 3352074 1.68
11 KOTAK MAHINDRA 50 UNIT SCHEME
07/04/2017 -8160 Transfer 1669717 0.84
14/04/2017 50000 Transfer 1719717 0.86
14/04/2017 -46809 Transfer 1672908 0.84
21/04/2017 60082 Transfer 1732990 0.87
21/04/2017 -19400 Transfer 1713590 0.86
28/04/2017 2402 Transfer 1715992 0.86
28/04/2017 -159 Transfer 1715833 0.86
05/05/2017 106 Transfer 1715939 0.86
05/05/2017 -7400 Transfer 1708539 0.86
12/05/2017 8400 Transfer 1716939 0.86
12/05/2017 -51 Transfer 1716888 0.86
19/05/2017 28052 Transfer 1744940 0.87
19/05/2017 -10000 Transfer 1734940 0.87
26/05/2017 117 Transfer 1735057 0.87
26/05/2017 -9800 Transfer 1725257 0.86
02/06/2017 3800 Transfer 1729057 0.87
02/06/2017 -26856 Transfer 1702201 0.85
09/06/2017 108 Transfer 1702309 0.85
09/06/2017 -1613 Transfer 1700696 0.85
16/06/2017 71421 Transfer 1772117 0.89
16/06/2017 -3 Transfer 1772114 0.89
23/06/2017 8448 Transfer 1780562 0.89
23/06/2017 -15 Transfer 1780547 0.89
30/06/2017 2816 Transfer 1783363 0.89
30/06/2017 -38 Transfer 1783325 0.89
07/07/2017 84 Transfer 1783409 0.89
07/07/2017 -10600 Transfer 1772809 0.89
14/07/2017 -5771 Transfer 1767038 0.88
21/07/2017 -438 Transfer 1766600 0.88
28/07/2017 -21196 Transfer 1745404 0.87
04/08/2017 116 Transfer 1745520 0.87
04/08/2017 -3400 Transfer 1742120 0.87
11/08/2017 100136 Transfer 1842256 0.92
11/08/2017 -38800 Transfer 1803456 0.90
18/08/2017 5491 Transfer 1808947 0.91
25/08/2017 16097 Transfer 1825044 0.91
01/09/2017 113228 Transfer 1938272 0.97

decrease
Company of the
Company
01/09/2017 -8400 Transfer 1929872 0.97

08/09/2017 32816 Transfer 1962688 0.98
15/09/2017 77403 Transfer 2040091 1.02
15/09/2017 -54 Transfer 2040037 1.02
22/09/2017 236807 Transfer 2276844 1.14
22/09/2017 -188 Transfer 2276656 1.14
29/09/2017 163879 Transfer 2440535 1.22
06/10/2017 67481 Transfer 2508016 1.26
06/10/2017 -244 Transfer 2507772 1.26
13/10/2017 182450 Transfer 2690222 1.35
13/10/2017 -153 Transfer 2690069 1.35
20/10/2017 -12668 Transfer 2677401 1.34
27/10/2017 36 Transfer 2677437 1.34
27/10/2017 -34470 Transfer 2642967 1.32
31/10/2017 -4507 Transfer 2638460 1.32
03/11/2017 17 Transfer 2638477 1.32
03/11/2017 -107400 Transfer 2531077 1.27
10/11/2017 12369 Transfer 2543446 1.27
10/11/2017 -1 Transfer 2543445 1.27
17/11/2017 578 Transfer 2544023 1.27
17/11/2017 -71200 Transfer 2472823 1.24
24/11/2017 -43050 Transfer 2429773 1.22
01/12/2017 -18097 Transfer 2411676 1.21
08/12/2017 437 Transfer 2412113 1.21
08/12/2017 -109000 Transfer 2303113 1.15
15/12/2017 18137 Transfer 2321250 1.16
15/12/2017 -3 Transfer 2321247 1.16
22/12/2017 -163397 Transfer 2157850 1.08
29/12/2017 -66732 Transfer 2091118 1.05
05/01/2018 17 Transfer 2091135 1.05
12/01/2018 9608 Transfer 2100743 1.05
12/01/2018 -5064 Transfer 2095679 1.05
19/01/2018 95854 Transfer 2191533 1.10
19/01/2018 -20000 Transfer 2171533 1.09
26/01/2018 200 Transfer 2171733 1.09
26/01/2018 -32034 Transfer 2139699 1.07
02/02/2018 357 Transfer 2140056 1.07
02/02/2018 -59200 Transfer 2080856 1.04
09/02/2018 280 Transfer 2081136 1.04
09/02/2018 -40000 Transfer 2041136 1.02
16/02/2018 -95060 Transfer 1946076 0.97
23/02/2018 121 Transfer 1946197 0.97

decrease
Company of the
Company
23/02/2018 -31200 Transfer 1914997 0.96

02/03/2018 23 Transfer 1915020 0.96
02/03/2018 -23800 Transfer 1891220 0.95
09/03/2018 273 Transfer 1891493 0.95
09/03/2018 -6600 Transfer 1884893 0.94
16/03/2018 378 Transfer 1885271 0.94
23/03/2018 53343 Transfer 1938614 0.97
23/03/2018 -13968 Transfer 1924646 0.96
30/03/2018 -32738 Transfer 1891908 0.95
12 GMO EMERGING MARKETS FUND, A
SERIES OF GMO TRUST
09/06/2017 -53922 Transfer 1801840 0.90
16/06/2017 -245524 Transfer 1556316 0.78
23/06/2017 -160248 Transfer 1396068 0.70
30/06/2017 -553450 Transfer 842618 0.42
21/07/2017 -209975 Transfer 632643 0.32
28/07/2017 -137362 Transfer 495281 0.25
29/09/2017 -72305 Transfer 422976 0.21
06/10/2017 -123124 Transfer 299852 0.15
27/10/2017 -62255 Transfer 237597 0.12
17/11/2017 -51255 Transfer 186342 0.09
08/12/2017 -17957 Transfer 168385 0.08
16/02/2018 -21728 Transfer 146657 0.07
23/03/2018 -146657 Transfer 0 0.00

(v) Shareholding of Directors & KMP

Sl. No. Name of Directors/KMP Shareholding at the Date of Increase/ Reason for Cumulative shareholding
beginning/end of the year change Decrease in Increase or during the year 2017-18
shareholding Decrease
Shares shares Shares shares
of the of the
Company Company
1 Mr. Pawan Munjal
Shareholding at the beginning of the year 9384876* 4.70 There is no change in the shareholding during the financial year 2017-18.
Shareholding at the end of the year 9384876* 4.70
2 Mr. Suman Kant Munjal
Shareholding at the beginning of the year 9391101$ 4.70 There is no change in the shareholding during the financial year 2017-18.
Shareholding at the end of the year 9391101$ 4.70
3 Mr. Paul Edgerley
Shareholding at the beginning of the year 0 0.00 There is no change in the shareholding during the financial year 2017-18.
Shareholding at the end of the year 0 0.00
4 Mr. Pradeep Dinodia
5 Gen.(Retd.) V. P. Malik
6 Dr. Anand C. Burman
7 Mr. M. Damodaran
8 Dr. Pritam Singh
9 Mr. Ravi Nath
10 Ms. Shobana Kamineni
11 Mr. Vikram S. Kasbekar
Shareholding at the beginning of the year 800 0.00 31/10/2017 Increase Allotted 1410 0.00
under ESOP
Shareholding at the end of the year 2210 0.00 2210 0.00
12 Mr. Niranjan Gupta
13 Ms. Neerja Sharma
Shareholding at the beginning of the year 0 0.00 31/10/2017 Increase Allotted 162 0.00
under ESOP
Shareholding at the end of the year 162 0.00 162 0.00
* Comprise of 43,354 equity shares held in his own name, 32,500 equity shares as Karta of HUF and 93,09,022 equity shares held on behalf of Brijmohan Lal Om Parkash,
partnership firm.
$
Comprise of 71,250 equity shares held in his own name, 10,833 equity shares as Karta of HUF and 93,09,018 equity shares held on behalf of Brijmohan Lal Om Parkash,
partnership firm.

V INDEBTEDNESS (Indebtedness of the Company including interest outstanding/accrued but not due for payment)
Particulars Secured Loans Unsecured Deposits Total

excluding Loans Indebtedness
deposits
Indebtness at the beginning of the financial year 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year 0 0 0 0
Addition 0 0 0 0
Reduction 0 0 0 0
Net Change 0 0 0 0
Indebtedness at the end of the financial year 0 0 0 0
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager:
(` in crores)
Sl. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
Mr. Pawan Munjal, Mr. Vikram S.
Chairman, MD & Kasbekar,
CEO Whole-time Director
1. Gross salary
a. Salary as per provisions contained in Section 17(1) of the 67.24 5.48 72.72
Income Tax Act, 1961
b. Value of perquisites u/s 17(2) of the Income Tax Act, 1961 1.04 0.30 1.34
c. Profits in lieu of salary under Section 17(3) of the Income - - -
Tax Act, 1961
2. Stock option - 0.21 0.21
3. Sweat Equity - - -
4. Commission
Less : as % of profit - 16-17 paid included above (45.64) - (45.64)
Add: as % of profit provided not included above 51.72 - 51.72
others - - -
5. Others (PF & Gratuity) 1.08 0.26 1.34
Total (A) 75.44 6.25 81.69
Ceiling as per the Act 526.31

B. Remuneration to other directors:

(` in crores)
Sl. No. Particulars of Name of Directors
Remuneration
1. Independent Directors Mr. Pradeep Gen. (Retd.) Dr. Pritam Mr. M. Mr. Ravi Dr. Anand Ms. Mr. Paul Total
Dinodia Ved Prakash Singh Damodaran Nath C Burman Shobana Edgerley
Malik Kamineni
a. Fee for attending board 0.21 0.17 0.12 0.18 0.16 0.05 0.02 0.02 0.93
committee meetings
b. Commission 0.70 0.59 0.46 0.61 0.40 0.15 0.07 0.06 3.04
c. Others - - - - - - - - -
Total (1) 0.91 0.76 0.58 0.79 0.56 0.20 0.09 0.08 3.97
2. Other Non-Executive Mr. Suman
Directors Kant Munjal
a. Fee for attending board 0.04 - - - - - - - 0.04
committee meetings
b. Commission 0.14 - - - - - - - 0.14
c. Others - - - - - - - - -
Total (2) 0.18 - - - - - - - 0.18
Total B = (1+2) 1.09 0.76 0.58 0.79 0.56 0.20 0.09 0.08 4.15
Total Managerial 85.84
Remuneration
Overall Ceiling as per 578.94
the Act
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(` in crores)
Sl. No. Particulars of Remuneration Mr. Niranjan Gupta, Ms. Neerja Sharma, Total Amount
Chief Financial Officer Company Secretary
1. Gross Salary
a. Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 2.37 1.44 3.81
b. Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0.15 0.09 0.24
c. Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 - - -
2. Stock option - 0.02 0.02
3. Sweat Equity - - -
4. Commission
as % of profit - - -
others - - -
5. Others (PF & Gratuity) 0.11 0.08 0.19
Total 2.63 1.63 4.26
VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
Type Section of the Brief Description Details of Penalty/ Authority Appeal made,
Companies Act Punishment/ (RD/NCLT/Court) if any
Compounding fees
imposed
A. COMPANY
---
Penalty
---------
-----
Punishment -----
---------
-----
Compounding
---
B. DIRECTORS
--- -----
le --
icab
Penalty
l
Punishment o t App
N
-----
Compounding
-------
-----
-----
C. OTHER OFFICERS IN DEFAULT
-----
Penalty
---------
Punishment
--- -----
Compounding -----

ANNEXURE - XII
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
CONSERVATION OF ENERGY (iv) The expenditure incurred on Research and Development
(i) Steps taken or Impact on Conservation of Energy: ( in crores)
• Approx. annual savings on vehicles produced in FY 2017- 18: Particulars For the year ended
` 17 million March 31, March 31,

2018 2017
(ii) Steps taken by the Company for utilising alternate sources Capital 126.79 276.38
of energy: Recurring 366.72 424.71
• Solar Power Plants (~5.6 MW across HMCL) Total R&D expenditure as a percentage of 1.48% 2.23%
total revenue (as per Statement of Profit
• Natural wind ventilators & Loss)
• Wind-Solar Hybrid Street Lights (Complete Plant) FOREIGN EXCHANGE EARNINGS AND OUTGO
(iii) Capital Investment on energy conservation equipment: Export Activities / Initiatives to Increase Exports /
Development of New Export Markets / Export Plans
• Approx. capital investments on energy conservation
equipment in FY 2017-18: ` 200 million Export performance for FY 2017-18: The Company
•
achieved 204,476 units in exports for FY 2017-18 against
TECHNOLOGY ABSORPTION
the backdrop of industry decline in many markets
(i) Efforts made towards technology absorption
• Capacities: Bangladesh – 150,000 / annum
• 50 patents applied towards development of new
technologies Colombia – 80,000 / annum
Key initiatives in FY 2017-18:

(ii) Benefits derived, like product improvement, cost
reduction, product development or import substitution 1. South Asia:
• New 200cc air cooled engine designed and developed • HMCL commissioned its local manufacturing plant in
in-house Bangladesh in FY 2017-18;
(iii) In case of imported technology (imported during last • Bangladesh market grew by over 70% in FY 2017-18 riding
three years reckoned from the beginning of the financial on the back of robust economic growth and conducive
year) fiscal policy of the government;
(a) Details of Technology Imported
• Sri Lankan market remained more or less flat, while after a
• Development of ABS for two-wheelers above 125cc robust growth in the previous year;
• Development of CBS for two-wheelers below 125cc • Nepal market de-grew in FY 2017-18.
(b) Year of Import 2. Africa:
• Under progress will be completed by 2018 • Nigeria, the largest West African market contracted in
FY 2017-18;
(c) Whether the technology been fully absorbed
• East African markets have been relatively more stable in
NIL
terms of industry growth;
(d) If not fully absorbed, areas where absorption has not • HMCL would continue its focus on improving customer
taken place, and the reasons thereof reach, brand building and market share improvement in
NIL the African markets.

3. Middle East: •
Corporate communication highlighting the 5 year
Warranty for South Asia (Nepal, Sri Lanka and Bangladesh);
• Markets for both Turkey and Iran contracted significantly
due to emission transition; •
New corporate campaign for HMCL’s biggest global
• Markets are expected to be stable in Turkey in the coming market – Bangladesh;
financial year;
• Efforts to establish Hero as a global brand were increased
• Iran has announced shift to Euro-IV regulations in the manifold;
coming year;
• In comparatively media dark regions of Africa, important
• HMCL would be launching new products in these markets. campaigns to establish brand Hero were rolled out.
4. Latin America:
‘Hero de Owner’ – The first organized finance campaign and ‘No
• Colombian market de-grew by 10% whilst Argentina and Wahala No Kobo’ – a campaign to increase brand consideration and
Central American Cluster showed growth of 32% and 24% preference amongst Okada riders in Nigeria.
respectively;
Key initiatives of FY 2018-19 will include:
• With the launch of new premium bikes and scooters in
the coming financial year, HMCL is well poised to improve i. Entering new markets (Mexico);
its market share.
ii. Launching new products;
5. FY 2017-18 saw HMCL participating not only in Auto Expo
India, but also being a key participant in Auto Shows in iii. Strengthening after sales, dealer salesmen skills and retail
important global markets like Sri Lanka, Nepal, Turkey and Italy finance offerings;
(EICMA).
iv. Undertaking brand building through marketing campaigns.
6. HMCL would strive to deliver environmental friendly, safe,
The foreign exchange earned in terms of actual inflows during
fuel efficient and cost effective transport to customers across
all regions, while complying with all local mandates on the year and the foreign exchange outgo during the year in
regulations. terms of actual outflows.
7. The year also saw HMCL associating with the various sporting Foreign exchange earnings during FY 2017-18 were ` 737.64 crores,
events around the globe: Hero Indian Open, Hockey World as compared to ` 581.35 crores in the previous financial year.
League London, AAMSO Golf Tournament Scotland, Hero Cup
(Sri Lanka vs Zimbabwe), Caribbean Premier League, India’s On account of Royalty, Technical Guidance Fee, travel and other
tour of Sri Lanka, Hero World Challenge Bahamas, Hero Asia accounts and advertisement and publicity, the foreign exchange
Cup (Bangladesh), British Masters and the Nidahas Trophy (Sri outgo during the FY 2017-18 was ` 252.19 crores, as compared to
Lanka). ` 215.23 crores in the previous FY.
8. Major campaigns of products, services and corporate: Outgo for import of components, spare parts, raw materials and
• Impactful communication featuring Diego Simeone for capital goods during the FY 2017-18 was ` 1,011.15 crores, as
Latin America; compared to ` 992.82 crores in the previous financial year.

INDEPENDENT AUDITOR’S REPORT
To The Members of We conducted our audit of the standalone Ind AS financial

Hero MotoCorp Limited statements in accordance with the Standards on Auditing specified
under Section 143(10) of the Act. Those Standards require that we
Report on the Audit of the Standalone Ind AS Financial comply with ethical requirements and plan and perform the audit to
Statements obtain reasonable assurance about whether the standalone Ind AS
We have audited the accompanying standalone Ind AS financial financial statements are free from material misstatement.
statements of Hero MotoCorp Limited ("the Company"), which
comprise the Balance Sheet as at 31 March 2018, the Statement An audit involves performing procedures to obtain audit evidence
of Profit and Loss, the Statement of Changes in Equity and the about the amounts and the disclosures in the standalone Ind AS
Statement of Cash Flows for the year then ended, and summary financial statements. The procedures selected depend on the
of the significant accounting policies and other explanatory auditor's judgment, including the assessment of the risks of material
information (together referred to as “Ind AS financial statements”). misstatement of the standalone Ind AS financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
Management's Responsibility for the Standalone Ind AS considers internal financial control relevant to the Company's
Financial Statements preparation of the standalone Ind AS financial statements that
The Company's Board of Directors is responsible for the matters give a true and fair view in order to design audit procedures that
stated in Section 134(5) of the Companies Act, 2013 ("the Act") are appropriate in the circumstances. An audit also includes
with respect to the preparation of these standalone Ind AS financial evaluating the appropriateness of the accounting policies used
statements that give a true and fair view of the state of affairs, profit/ and the reasonableness of the accounting estimates made by the
loss and other comprehensive income, changes in equity and cash Company's Directors, as well as evaluating the overall presentation
flows of the Company in accordance with the accounting principles of the standalone Ind AS financial statements.
generally accepted in India, including the Indian Accounting
We are also responsible to conclude on the appropriateness of
Standards (Ind AS) prescribed under section 133 of the Act.
management’s use of the going concern basis of accounting
This responsibility also includes maintenance of adequate and, based on the audit evidence obtained, whether a material
accounting records in accordance with the provisions of the Act uncertainty exists related to events or conditions that may cast
for safeguarding the assets of the Company and for preventing and significant doubt on the entity’s ability to continue as a going
detecting frauds and other irregularities; selection and application of concern. If we conclude that a material uncertainty exists, we are
appropriate accounting policies; making judgments and estimates required to draw attention in the auditor’s report to the related
that are reasonable and prudent; and design, implementation and disclosures in the financial statements or, if such disclosures are
maintenance of adequate internal financial controls that were inadequate, to modify the opinion. Our conclusions are based on
operating effectively for ensuring the accuracy and completeness of the audit evidence obtained up to the date of the auditor’s report.
the accounting records, relevant to the preparation and presentation However, future events or conditions may cause an entity to cease to
of the standalone Ind AS financial statements that give a true and fair continue as a going concern.
view and are free from material misstatement, whether due to fraud
We believe that the audit evidence we have obtained is sufficient
or error.
and appropriate to provide a basis for our audit opinion on the
In preparing the Ind AS financial statements, the management is standalone Ind AS financial statements.
responsible for assessing the Company’s ability to continue as a
Opinion
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless In our opinion and to the best of our information and according
management either intends to liquidate the Company or to cease to the explanations given to us, the aforesaid standalone Ind AS
operations, or has no realistic alternative but to do so. financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with
Auditor's Responsibility the accounting principles generally accepted in India of the state
Our responsibility is to express an opinion on these standalone Ind of affairs of the Company as at 31 March 2018, its profit and other
AS financial statements based on our audit. comprehensive income, changes in equity and its cash flows for the
year ended on that date.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be Other Matters
included in the audit report under the provisions of the Act and the The comparative financial statements of the Company for the
Rules made thereunder. year ended 31 March 2017 were audited by another auditor who

expressed an unmodified opinion on those statements on 10 May g) With respect to the other matters to be included in the Auditor's
2017. Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our
Report on Other Legal and Regulatory Requirements information and according to the explanations given to us:
1. As required by the Companies (Auditor's Report) Order, 2016
("the Order") issued by the Central Government in terms of i. The Company has disclosed the impact of pending
Section 143(11) of the Act, we give in "Annexure A" a statement litigations on its financial position in its standalone Ind
on the matters specified in paragraphs 3 and 4 of the Order. AS financial statements-Refer note 34 of the standalone
Ind AS financial statements;
2. As required by Section 143(3) of the Act, we report that:
ii. According to the information and explanation given to
a) We have sought and obtained all the information and us, the Company did not have any long-term contracts
explanations which to the best of our knowledge and belief including derivative contracts for which there were any
were necessary for the purposes of our audit; material foreseeable losses;
b) In our opinion, proper books of account as required by law iii. According to the information and explanation given
have been kept by the Company so far as it appears from our to us, there has been no delay in transferring amounts,
examination of those books; required to be transferred, to the Investor Education and
Protection Fund by the Company;
c) The Balance Sheet, the Statement of Profit and Loss, the Cash
Flow Statement and Statement of Changes in Equity dealt with iv. The disclosures in the financial statements regarding
by this Report are in agreement with the books of account; holdings as well as dealings in specified bank notes during
the period from 8 November 2016 to 30 December 2016
d) In our opinion, the aforesaid standalone Ind AS financial have not been made since they do not pertain to the
statements comply with the Indian Accounting Standards financial year ended 31 March 2018. However amounts
prescribed under section 133 of the Act; as appearing in the audited Standalone Ind AS financial
statements for the period ended 31 March 2017 have
e) On the basis of the written representations received from the
been disclosed.
directors as on 31 March 2018 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March For B S R & Co. LLP
2018 from being appointed as a director in terms of Section Chartered Accountants
164(2) of the Act; Firm registration No.: 101248W/W-100022
f ) With respect to the adequacy of the internal financial controls

with reference to financial statements of the Company and the Jiten Chopra
operating effectiveness of such controls, refer to our separate Place: New Delhi Partner
Report in "Annexure B"; Date: 2 May 2018 Membership No.: 092894

Annexure A referred to in the Independent Auditor’s Report
to the Members of Hero MotoCorp Limited on the standalone Ind AS financial statements for the year ended 31 March 2018
(i) (a) The Company has maintained proper records showing (v) According to the information and explanations given to us,
full particulars, including quantitative details and situation the Company has not accepted any deposits as mentioned
of fixed assets. in the directives issued by the Reserve Bank of India and the
provisions of section 73 to 76 or any other relevant provisions
(b) The Company has a regular programme of physical of the Act and the rules framed there under. Accordingly,
verification of its Property, plant and equipment by paragraph 3(v) of the Order is not applicable.
which all the items are verified in a phased manner over
a period of three years. In our opinion, this periodicity (vi) The maintenance of cost records has been specified by the
of physical verification is reasonable having regard to Central Government under section 148(1) of the Companies
the size of the Company and the nature of its assets. In Act, 2013 in respect of certain products manufactured by
accordance with this programme, certain property, plant the Company. We have broadly reviewed the cost records
and equipment were physically verified during the year. maintained by the Company pursuant to the Companies (Cost
As informed to us, no material discrepancies were noted Records and Audit) Rules, 2014, as amended and prescribed
on such verification. by the Central Government of India under sub-section (1) of
Section 148 of the Act and are of the opinion that, prima facie,
(c) According to the information and explanations given to the prescribed cost records have been made and maintained.
us and the records examined by us and based on the We have, however, not made a detailed examination of
examination of the registered sale deed and transfer the cost records with a view to determine whether they are
deed provided to us, we report that, the title deeds of accurate or complete.
immovable properties of land and buildings included
under the head “Property, plant and equipment”, are held (vii) (a) According to the information and explanations given to
in the name of the Company as at the balance sheet date. us and on the basis of our examination of the records of
the Company, amounts deducted/accrued in the books
(ii) Inventories, except for goods-in-transit and stocks lying with
of account in respect of undisputed statutory dues
third parties have been physically verified by the management
including provident fund, employees state insurance,
during the year at reasonable intervals. In our opinion, the
sales-tax, goods and service tax, income-tax, service tax,
frequency of such verification is reasonable. For stocks lying
duty of customs, duty of excise, value added tax, cess and
with third parties at the year-end, written confirmations have
any other material statutory dues have been regularly
been obtained. According to the information and explanations
deposited during the year by the Company with the
given to us, the procedures for physical verification of
appropriate authorities.
inventories followed by the management during the year are
reasonable and adequate in relation to the size of the Company According to the information and explanation given to
and the nature of its business. The discrepancies noticed on us, there are no undisputed amounts payable in respect
verification between the physical stocks and the book records of provident fund, employees state insurance, sales-tax,
were not material and have been properly adjusted in the goods and service tax, income-tax, service tax, duty of
books of account. customs, duty of excise, value added tax, cess and any
other material statutory dues that were in arrear as on
(iii) According to the information and explanations given to us, the
31 March 2018 for a period of more than six months from
Company has not granted any loans, secured or unsecured, to
the date they became payable.
companies, firms, limited liability partnerships or other parties
covered in the register maintained under Section 189 of the Act. (b) According to the information and explanations given
to us, there are no dues in respect of income-tax, sales-
(iv) According to the information and explanations given to us, the
tax, goods and service tax, value added tax, service tax,
Company has not given any loans, or provided any guarantee
duty of customs and duty of excise which have not been
or security as specified under section 185 and 186 of the
deposited with the appropriate authorities on account
Companies Act, 2013. Moreover, in respect of the investments
of any dispute as at 31 March 2018, other than those
made by the Company, requirements of section 186 of the
mentioned as follows:
Companies Act, 2013 have been complied with.

Name of Statute Nature of Dues Amount* Amount paid Period to which the Forum where Dispute is
(` in crores) (` in crores) Amount Relates Pending
Central Excise Law Excise duty 691.57 320.88 2008-09 to 2013-14 Supreme Court
1.61 0.01 2014-15 to 2015-16 Commissioner Appeal
870.47 415.58 2002-03 to 2017-18 CESTAT
Finance Act, 1994 Service Tax 0.89 0.45 2004-05 to 2005-06 Supreme Court
234.43 24.99 2004-05 to 2011-12 CESTAT
Income-tax Act, 1961 Income-tax 7,342.99 528.44 2008-09, 2011-12 to 2012-13 Income Tax Appellant Tribunal
715.59 - 2004-05, 2009-10, 2013-14 Commissioner of Income Tax
(Appeals)
* Amount as per demand orders including interest and penalty wherever indicated in the order
The following matters have been decided in favour of the Company but the department has preferred appeals at higher levels
Name of Statute Nature of Amount Amount paid as Period to which the Forum where Dispute is
Dues (` in crores) per stay order/ Amount Relates Pending
mandatory
deposit
Central Excise Law Excise duty 8.17 - 2002-03 to 2004-05 Supreme Court
85.66 41.44 2009-10 to 2010-11, 2013-14 CESTAT
Income-tax Act, 1961 Income-tax 4,947.77 - 1987-88, 1989-90, 1992-93, High Court
1993-94, 1995-96, 1996-97,
1997-98, 1998-99, 2000-01,
2006-07, 2009-10
and 2010-11
72.00 - 2001-02, 2003-04, 2004-05, Income Tax Appellate Tribunal
2005-06 and 2007-08
(viii) According to the information and explanation given to us, parties are in compliance with Section 177 and 188 of the
the Company has not taken any loans or borrowings from Companies Act, 2013, where applicable, and the details of the
banks, financial institutions and government and there were related party transactions have been disclosed in the Ind AS
no debentures issued during the year or outstanding as at 31 financial statements as required by the applicable accounting
March 2018. standards.
(ix) In our opinion and according to the information and (xiv) According to information and explanations given to us, the
explanations given to us, the Company has not raised any Company has not made any preferential allotment or private
money by way of initial public offer or further public offer placement of shares or fully or partly convertible debentures
(including debt instruments) and term loans during the year. during the year. Accordingly, paragraph 3(xiv) of the Order is
Accordingly, paragraph 3(ix) of the Order is not applicable. not applicable.
(x) During the course of our examination of the books and (xv) According to the information and explanations given to
records of the Company and according to the information and us, during the year, the Company has not entered into any
explanations given to us, no material fraud by the Company or non-cash transactions with its directors or directors of its
on the Company by its officers or employees has been noticed subsidiaries or associate companies or persons connected
or reported during the year. with them. Accordingly, paragraph 3(xv) of the Order is not
applicable.
(xi) In our opinion and according to the information and
explanations given to us, the Company has paid/ provided (xvi) According to the information and explanations given to us, the
managerial remuneration in accordance with the requisite Company is not required to be registered under Section 45-1A
approvals mandated by the provisions of section 197 read with of the Reserve Bank of India Act, 1934.
Schedule V to the Companies Act, 2013.
For B S R & Co. LLP
(xii) According to the information and explanations given to us, Chartered Accountants
the Company is not a Nidhi Company. Accordingly, paragraph Firm registration No.: 101248W/W-100022
3(xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and Jiten Chopra
explanations given to us and on the basis of examination of Place: New Delhi Partner
the records of the Company, the transactions with related Date: 2 May 2018 Membership No.: 092894

Annexure B to the Independent Auditor’s Report
of even date on the standalone Ind AS Financial Statements of Hero MotoCorp Limited for the year ended 31 March 2018
Report on the Internal Financial Controls under Clause (i) of Sub- financial controls with reference to financial statements, assessing
section 3 of Section 143 of the Companies Act, 2013 (“the Act”) the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on
We have audited the internal financial controls with reference to
the assessed risk. The procedures selected depend on the auditor’s
financial statements of Hero MotoCorp Limited (“the Company”)
judgement, including the assessment of the risks of material
as of 31 March 2018 in conjunction with our audit of the Ind AS
misstatement of the Ind AS financial statements, whether due to
financial statements of the Company for the year ended on that date.
fraud or error.
Management’s Responsibility for Internal Financial Controls
We believe that the audit evidence we have obtained is sufficient
The Company’s management is responsible for establishing and and appropriate to provide a basis for our audit opinion on the
maintaining internal financial controls based on the internal control Company’s internal financial controls system with reference to
with reference to financial statements criteria established by the financial statements.
Company considering the essential components of internal control
Meaning of Internal Financial Controls with reference to
stated in the Guidance Note on Audit of Internal Financial Controls
financial statements
Over Financial Reporting (“the Guidance Note”) issued by the Institute
of Chartered Accountants of India (“ICAI”). These responsibilities A company’s internal financial control with reference to financial
include the design, implementation and maintenance of adequate statements reporting is a process designed to provide reasonable
internal financial controls that were operating effectively for assurance regarding the reliability of financial reporting and the
ensuring the orderly and efficient conduct of its business, including preparation of Ind AS financial statements for external purposes
in accordance with generally accepted accounting principles. A
adherence to Company’s policies, the safeguarding of its assets, the
company’s internal financial control with reference to financial
prevention and detection of frauds and errors, the accuracy and
statements reporting includes those policies and procedures that
completeness of the accounting records, and the timely preparation
(1) pertain to the maintenance of records that, in reasonable detail,
of reliable financial information, as required under the Act.
accurately and fairly reflect the transactions and dispositions of
Auditor’s Responsibility the assets of the company; (2) provide reasonable assurance that
Our responsibility is to express an opinion on the Company’s internal transactions are recorded as necessary to permit preparation of
financial controls with reference to financial statements based on Ind AS financial statements in accordance with generally accepted
our audit. We conducted our audit in accordance with the Guidance accounting principles, and that receipts and expenditures of the
Note and the Standards on Auditing, issued by ICAI and deemed to Company are being made only in accordance with authorisations
be prescribed under section 143(10) of the Companies Act, 2013, of management and directors of the Company; and (3) provide
to the extent applicable to an audit of internal financial controls, reasonable assurance regarding prevention or timely detection
both applicable to an audit of Internal Financial Controls and, both of unauthorised acquisition, use, or disposition of the Company’s
issued by the ICAI. Those Standards and the Guidance Note require assets that could have a material effect on the financial statements.
that we comply with ethical requirements and plan and perform Inherent Limitations of Internal Financial Controls with
the audit to obtain reasonable assurance about whether adequate reference to financial statements
internal financial controls with reference to financial statements was Because of the inherent limitations of internal financial controls
established and maintained and if such controls operated effectively with reference to financial statements, including the possibility of
in all material respects. collusion or improper management override of controls, material
Our audit involves performing procedures to obtain audit evidence misstatements due to error or fraud may occur and not be detected.
about the adequacy of the internal financial controls system with Also, projections of any evaluation of the internal financial controls
reference to financial statements and their operating effectiveness. with reference to financial statements to future periods are subject
Our audit of internal financial controls with reference to financial to the risk that the internal financial control with reference to
statements included obtaining an understanding of internal financial statements may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or Note on Audit of Internal Financial Controls Over Financial Reporting,
procedures may deteriorate. issued by the ICAI.
Opinion For B S R & Co. LLP

In our opinion, the Company has, in all material respects, an Chartered Accountants
adequate internal financial controls system with reference to Firm registration No.: 101248W/W-100022
financial statements and such internal financial controls with
reference to financial statements were operating effectively as at 31
March 2018, based on the internal control with reference to financial Jiten Chopra
statements criteria established by the Company considering the Place: New Delhi Partner
essential components of internal control stated in the Guidance Date: 2 May 2018 Membership No.: 092894

BALANCE SHEET
AS AT MARCH 31, 2018
(Amount in crores of INR)
Particulars Note As at As at
March 31, 2018 March 31, 2017
ASSETS
Non-current assets
(a) Property, plant and equipment 5 4,485.89 4,310.73
(b) Capital work-in-progress 6 203.78 270.72
(c) Intangible assets 7 168.65 84.86
(d) Intangible assets under development 8 114.61 194.33
(e) Financial assets
(i) Investments 9 1,934.08 1,349.00
(ii) Loans 10 45.68 48.36
(f ) Income tax assets (net) 12 379.26 331.94
(g) Other non-current assets 13 558.67 651.14
Total Non - Current Assets 7,890.62 7,241.08
Current assets
(a) Inventories 14 823.58 656.31
(b) Financial assets
(i) Investments 9 5,591.12 4,540.85
(ii) Trade receivables 15 1,520.18 1,561.87
(iii) Cash and cash equivalents 16 34.38 15.40
(iv) Bank balances other than (iii) above 17 106.96 121.33
(v) Loans 10 27.56 24.18
(vi) Others 11 539.37 144.95
(c) Other current assets 13 205.03 388.29
Total Current Assets 8,848.18 7,453.18
Total Assets 16,738.80 14,694.26
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 18 39.94 39.94
(b) Other equity 19 11,728.94 10,071.35
Total equity 11,768.88 10,111.29
LIABILITIES
Non-current liabilities
(a) Provisions 20 114.94 75.30
(b) Deferred tax liabilities (net) 21 511.66 414.34
Total Non - Current Liabilities 626.60 489.64
Current liabilities
(a) Financial liabilities
(i) Trade payables 22 3,318.81 3,247.27
(ii) Other financial liabilities 23 202.14 352.77
(b) Other current liabilities 24 762.58 454.28
(c) Provisions 20 59.79 39.01
Total Current Liabilities 4,343.32 4,093.33
Total Equity and Liabilities 16,738.80 14,694.26
The notes referred to above form an integral part of the financial statements 1-45
As per our report of even date attached For and on behalf of the Board of Directors
For B S R & Co. LLP
Chartered Accountants
Firm’s registration number: 101248W/W-100022
Pawan Munjal Pradeep Dinodia
Chairman, Managing Director & CEO Chairman Audit Committee
DIN-00004223 DIN-00027995
Jiten Chopra Niranjan Kumar Gupta Neerja Sharma

Partner Chief Financial Officer Company Secretary
Membership No:092894
Place : New Delhi Place : New Delhi

Date : May 02, 2018 Date : May 02, 2018

STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED MARCH 31, 2018
Particulars Note For the year ended For the year ended
March 31, 2018 March 31, 2017
Income
Revenue from operations 25 32,871.82 30,871.59
Other income 26 525.82 522.43
Total Income 33,397.64 31,394.02
Expenses
Cost of raw materials consumed 27 21,857.79 18,974.11
Change in inventories of finished goods and work-in-progress 28 (23.15) 63.17
Excise duty on sale of goods 641.33 2,371.13
Employee benefit expenses 29 1,540.13 1,396.01
Finance costs 30 6.25 6.05
Depreciation and amortisation expenses 5&7 555.60 492.73
Other expenses 31 3,575.53 3,432.36
Total expenses 28,153.48 26,735.56
Profit before tax 5,244.16 4,658.46
Tax expense 32
Current tax 1,446.95 1,082.08
Deferred tax 99.85 199.26
Total tax expense 1,546.80 1,281.34
Profit for the year 3,697.36 3,377.12
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:-
Re-measurement losses on defined benefit plans (7.24) (21.53)
Income tax effect 2.53 7.45
Net other comprehensive income not to be reclassified to profit or loss (4.71) (14.08)
Total comprehensive income for the year, net of income tax 3,692.65 3,363.04
Earnings per share (of ` 2 each) in ` 33
(a) Basic 185.14 169.12
(b) Diluted 185.13 169.12
The notes referred to above form an integral part of the financial statements 1-45
For B S R & Co. LLP
DIN-00004223 DIN-00027995


Date : May 02, 2018 Date : May 02, 2018

CASH FLOWS STATEMENT
Particulars Note Year ended March 31, 2018 Year ended March 31, 2017
A. CASH FLOWS FROM OPERATING ACTIVITIES
Profit after tax 3,697.36 3,377.12
Adjustments for:
Add: Depreciation and amortisation expense 555.60 492.73
Tax expense 1,546.80 1,281.34
Loss on property, plant and equipment sold/discarded 25.34 170.82
Finance cost 6.25 6.05
Employee stock compensation cost 5.35 3.42
2,139.34 1,954.36
Less: Interest income on financial assets carried at amortised 154.17 156.89
cost
Dividend income 76.31 41.81
Profit on sale of investments 216.09 137.85
Gain on investments carried at fair value through profit 74.53 179.25
or loss
Profit on sale of property, plant and equipment 0.52 0.46
521.62 516.26
Operating profit before working capital changes 5,315.08 4,815.22
Changes in working capital:
Adjustment for (increase)/decrease in operating assets:
Inventories (167.27) 16.67
Trade receivables 41.69 (279.07)
Loans-current (3.38) (0.12)
Loans-non-current 2.68 1.54
Other (financial assets) (394.42) 15.57
Other current assets 183.26 22.10
Other non-current assets 69.27 70.60
(268.17) (152.71)
Adjustment for increase/(decrease) in operating
liabilities:
Trade payables 71.54 596.71
Other financial liabilities-Current (12.04) (13.65)
Other current liabilities 308.30 (48.12)
Short-term provisions 20.78 9.35
Long-term provisions 39.64 7.70
428.23 551.99
Cash generated from operating activities 5,475.14 5,214.50
Less:Direct taxes paid 1,494.28 1,186.48
Net cash generated from operating activities (A) 3,980.86 4,028.02
B. CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditure on property, plant & equipment and (801.84) (1,150.69)
intangible assets including capital advances
Proceeds from sale of property, plant & equipment 2.61 1.62
Sale of investments 33,599.38 28,274.08
Purchase of investments (34,780.58) (28,991.50)
Investment in associates (90.09) (216.92)
Investment in subsidiaries (73.44) (57.39)

Particulars Note Year ended March 31, 2018 Year ended March 31, 2017
Interest income on financial assets carried at amortised cost 152.43 155.05
Net cash (used) in investing activities (B) (1,915.22) (1,943.94)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid (6.25) (6.05)
Dividends paid (1,697.50) (1,737.34)
Tax on dividend (345.57) (353.69)
Proceeds from issue of equity share capital (including 2.66 1.45
securities premium)
Net cash (used) in financing activities ( C ) (2,046.66) (2,095.63)
D. INCREASE/(DECREASE) IN CASH AND CASH 18.98 (11.55)
EQUIVALENTS (A+B+C)
Cash and cash equivalents at the beginning of the year 15.40 26.95
Cash and cash equivalents at the end of the year 34.38 15.40
The notes referred to above form an integral part of the 1 to 45
financial statements
For B S R & Co. LLP
DIN-00004223 DIN-00027995


Date : May 02, 2018 Date : May 02, 2018

Statement of changes in equity
for the year ended March 31, 2018
A. Equity share capital

Number of shares Amount
Balance as at April 01, 2016 199,690,088 39.94
Changes in equity share capital during the year
Issue of equity shares under employee share option plan (# ` 13,500) (Note 40) 6,750 #
Balance as at March 31, 2017 199,696,838 39.94
B. Other Equity
Particulars Reserves and Surplus
Capital Securities General Share options Retained Total
reserve premium reserve outstanding earnings
reserve account
Balance as at April 01, 2016 # 0.87 2,645.79 1.29 6,146.52 8,794.47
Profit for the year - - - - 3,377.12 3,377.12
Other comprehensive income for the year, net of - - - - (14.08) (14.08)
income tax
Total Comprehensive Income for the year - - - - 3,363.04 3,363.04
Charge against share-based payments - - - 3.42 - 3.42
Transferred to share premium on issue of shares (0.81) - (0.81)
Payment of dividends - - - - (1,737.34) (1,737.34)
Tax on dividend - - - - (353.69) (353.69)
Issue of equity shares under employee share option - 2.26 - - - 2.26
plan
Balance as at March 31, 2017 # 3.13 2,645.79 3.90 7,418.53 10,071.35
Profit for the year - - - - 3,697.36 3,697.36
Other comprehensive income for the year, net of - - - - (4.71) (4.71)
income tax
Total Comprehensive Income for the year - - - - 3,692.65 3,692.65
Charge against share-based payments - - - 5.35 - 5.35
Transferred to share premium on issue of shares - 2.51 - (2.51) - -
Payment of dividends - - - - (1,697.50) (1,697.50)
Tax on dividend - - - - (345.57) (345.57)
Issue of equity shares under employee share option - 2.66 - - - 2.66
plan
Balance as at March 31, 2018 # 8.30 2,645.79 6.74 9,068.11 11,728.94
# on shares forfeited (` 4250) and share premium account on forfeited share reissued( ` 25,500)
For B S R & Co. LLP
DIN-00004223 DIN-00027995


Date : May 02, 2018 Date : May 02, 2018

Notes forming part of standalone financial statements

For The Year Ended March 31, 2018
1. General Information Sale of goods

Hero MotoCorp Limited (the Company) is a public company Revenue from the sale of goods is recognised when the goods
domiciled & incorporated under the provisions of the are dispatched and titles have passed, at which time all the
Companies Act, 1956 on January 19, 1984. The addresses following conditions are satisfied:
of its registered office and principal place of business are
disclosed in the introduction to the annual report. The shares • the Company has transferred to the buyer the significant
of the Company are listed on two stock exchanges in India i.e. risks and rewards of ownership of the goods;
National Stock Exchange (NSE) and Bombay Stock Exchange • the Company retains neither continuing managerial
(BSE). The Company is engaged in the manufacturing and involvement to the degree usually associated with
selling of motorised two-wheelers, spare parts and related ownership nor effective control over the goods sold;
services. The Company is a leading two wheeler manufacturer • the amount of revenue can be measured reliably;
and has a dominant presence in domestic market.
• it is probable that the economic benefits associated with
The financial statements for the year ended March 31, 2018 the transaction will flow to the Company; and
were approved by the Board of Directors and authorised for • the costs incurred or to be incurred in respect of the
issue on May 02, 2018. transaction can be measured reliably.
Rendering of services
2. Basis of preparation and presentation
Revenue from a contract to provide services is recognised by
2.1 Statement of Compliance
reference to the stage of completion of the contract. Servicing fees
The financial statements have been prepared in accordance included in the price of products sold are recognised by reference
with Indian Accounting Standards (Ind AS) as per the to the proportion of the total cost of providing the servicing for the
Companies (Indian Accounting Standards) Rules, 2015 notified product sold; and
under section 133 of Companies Act, 2013, (the ‘Act’) and other
relevant provisions of the Act. Dividend and interest income
2.2 Basis of measurement Dividend income from investments is recognised when the
shareholder's right to receive payment has been established.
The financial statements have been prepared on the historical
cost basis except for certain financial instruments, net defined Interest income from a financial asset is recognised when it is
benefit asset/liability and liabilities for equity settled share probable that the economic benefits will flow to the Company and
based payment arrangements that are measured at fair the amount of income can be measured reliably. Interest income is
values at the end of each reporting period, as explained in the accrued on, time basis, by reference to the principal outstanding and
accounting policies below. at the effective interest rate applicable, which is the rate that exactly
discounts estimated future cash receipts through the expected life
These financial statements are presented in Indian Rupee (INR),
of the financial asset to that asset's net carrying amount on initial
which is also the Company’s functional currency. All amounts
recognition.
have been rounded-off to the nearest crores, unless otherwise
stated. 3.2 Leasing
2.3 Operating Cycle Leases are classified as finance leases whenever the terms
of the lease transfer substantially all the risks and rewards
Based on the nature of products/ activities of the Company
of ownership to the lessee. All other leases are classified as
and the normal time between acquisition of assets and their
operating leases.
realization in cash or cash equivalents, the Company has
determined its operating cycle as 12 months for the purpose Rental expense from operating leases is generally recognised
of classification of its assets and liabilities as current and non- on a straight line basis over the term of relevant lease. Where the
current. rentals are structured solely to increase in line with expected
general inflation to compensate for the lessor’s expected
3. Significant Accounting Policies
inflationary cost increase, such increases are recognised in the
3.1 Revenue Recognition year in which such benefits accrue. Contingent rentals arising
Revenue is measured at the fair value of the consideration under operating leases are recognised as an expense in the
received or receivable. Revenue is reduced for rebates and period in which they are incurred.
other similar allowances.

3.3 Foreign currencies in other comprehensive income is reflected immediately in

In preparing the financial statements of the Company, retained earnings and is not reclassified to profit or loss. Net
transactions in currencies other than the company's functional interest is calculated by applying the discount rate at the
currency (foreign currencies) are recognised at the rates of beginning of the period to the net defined benefit liability or
exchange prevailing at the dates of the transactions. At the asset. Defined benefit costs are categorised as follows:
end of each reporting period, monetary items denominated
• service cost (including current service cost, past service
in foreign currencies are retranslated at the rates prevailing at
cost, as well as gains and losses or curtailments and
that date. Non-monetary items that are measured in terms of
settlements);
historical cost in a foreign currency are not retranslated.
• net interest expense or income; and
Exchange differences on monetary items are recognised in the • re-measurement
Statement of profit or loss in the period in which they arise.
The Company presents the first two components of defined
3.4 Borrowing costs benefit costs in profit or loss in the line item 'Employee benefit
Borrowing costs directly attributable to the acquisition, expense.
construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get The retirement benefit obligation recognised in the balance
ready for their intended use or sale, are added to the cost of sheet represents the actual deficit or surplus in the Company’s
those assets, until such time as the assets are substantially defined benefit plans. Any surplus resulting from this
ready for their intended use or sale. calculation is limited to the present value of any economic
benefits available in the form of refunds from the plan or
All other borrowing costs are recognised in profit or loss in the reductions in future contributions to the plans.
period in which they are incurred.
Short-term employee benefits
3.5 Government grants Liabilities recognised in respect of wages and salaries and
Government grants are not recognised until there is reasonable other short-term employee benefits are measured at the
assurance that the Company will comply with the conditions undiscounted amount of the benefits expected to be paid
attaching to them and that the grants will be received. in exchange for the related service and are expensed as the
related services are provided.
Government grants are recognised in profit or loss on a
systematic basis over the periods in which the Company Other long-term employee benefits
recognises as expenses the related costs, if any, for which the Liabilities recognised in respect of other long-term employee
grants are intended to compensate. benefits such as long term service awards and compensated
absences are measured at the present value of the estimated
3.6 Employee benefits
future cash outflows expected to be made by the Company in
Defined contribution plans respect of services provided by employees up to the reporting
A defined contribution plan is a post-employment benefit date based on the actuarial valuation using the projected unit
plan under which the company pays fixed contributions into a credit method carried out at the year-end. Remeasurement
separate entity and will have no legal or constructive obligation gain or losses are recognised in the statement of profit and
to pay further amounts. Payments to defined contribution loss in the period in which they arise.
plans are recognised as an expense when employees have
rendered service entitling them to the contributions. 3.7 Share-based payment arrangements
Equity-settled share-based payments to employees are
Defined benefit plans measured at the fair value of the equity instruments at the
For defined benefit plans, the cost of providing benefits is grant date. Details regarding the determination of the fair
determined using the projected unit credit method, with value of equity-settled share-based transactions are set out in
actuarial valuations being carried out at the end of each annual note 40.
reporting period. Re-measurement, comprising actuarial
gains and losses and the return on plan assets (excluding net The fair value determined at the grant date of the equity-
interest), is reflected immediately in the balance sheet with a settled share-based payments is expensed on a straight-
charge or credit recognised in other comprehensive income in line basis over the vesting period, based on the Company's
the period in which they occur. Re-measurement recognised estimate of equity instruments that will eventually vest, with a


corresponding increase in equity. At the end of each reporting Current and deferred tax for the year
period, the Company revises its estimate of the number of Current and deferred tax are recognised in profit or loss,
equity instruments expected to vest. The impact of the revision except when they relate to items that are recognised in other
of the original estimates, if any, is recognised in profit or loss comprehensive income or directly in equity, in which case,
such that the cumulative expense reflects the revised estimate, the current and deferred tax are also recognised in other
with a corresponding adjustment to the Equity Share Option’s comprehensive income or directly in equity respectively.
Outstanding account.
3.9 Property, plant and equipment
3.8 Taxation
Property, plant and equipment (including furniture, fixtures,
Income tax expense represents the sum of the tax currently vehicles, etc.) held for use in the production or supply of
payable and deferred tax. goods or services, or for administrative purposes, are stated in
the balance sheet at cost less accumulated depreciation and
Current tax
accumulated impairment losses, if any. Cost of acquisition is
The tax currently payable is based on taxable profit for the year. inclusive of freight, duties, taxes and other incidental expenses.
Taxable profit differs from profit before tax as reported in the Freehold land is not depreciated.
statement of profit and loss because of items of income or
expense that are taxable or deductible in other years and items Property, plant and equipment in the course of construction
that are never taxable or deductible. The Company's current for production, supply or administrative purposes are carried
tax is calculated using tax rates that have been enacted or at cost, less any recognised impairment loss. Cost includes
substantively enacted by the end of the reporting period. items directly attributable to the construction or acquisition
of the item of property, plant and equipment and capitalised
Deferred tax
borrowing cost. Such properties are classified to the
Deferred tax is recognised on temporary differences between appropriate categories of property, plant and equipment
the carrying amounts of assets and liabilities in the financial when completed and ready for intended use. Depreciation
statements and the corresponding tax bases used in the of these assets, on the same basis as-other property assets,
computation of taxable profit. Deferred tax liabilities are commences when the assets are ready for their intended
generally recognised for all taxable temporary differences. use.
Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that Depreciation is recognised on the cost of assets (other than
taxable profits will be available against which those deductible freehold land and properties under construction) less their
temporary differences can be utilised. residual values over their useful lives, using the straight-
line method. The estimated useful lives, residual values
The carrying amount of deferred tax assets is reviewed at the
and depreciation method are reviewed at the end of each
end of each reporting period and reduced to the extent that
reporting period, with the effect of any changes in estimate
it is no longer probable that sufficient taxable profits will be
accounted for on a prospective basis.
available to allow all or part of the asset to be recovered.
Depreciation is charged on a pro-rata basis at the straight
Deferred tax liabilities and assets are measured at the tax rates
line method as per the useful lives prescribed in Schedule II
that are expected to apply in the period in which the liability is
to the Companies Act, 2013 other than assets covered under
settled or the asset realised, based on tax rates (and tax laws)
employee benefits schemes which are depreciated over a
that have been enacted or substantively enacted by the end of
period of 5 years and moulds and dies which are depreciated
the reporting period.
over a period of 3-8 years grouped under property, plant and
The measurement of deferred tax liabilities and assets reflects equipment.
the tax consequences that would follow from the manner
in which the Company expects, at the end of the reporting An item of property, plant and equipment is derecognised
period, to recover or settle the carrying amount of its assets upon disposal or when no future economic benefits are
and liabilities. expected to arise from the continued use of the asset. Any
gain or loss arising on the disposal or retirement of an item of
Deferred tax assets and liabilities are offset if there is a legally property, plant and equipment is determined as the difference
enforceable right to offset current tax liabilities and assets and between the sales proceeds and the carrying amount of the
they related to income taxes levied by the same tax authority. asset and is recognised in the Statement of profit or loss.

3.10 Intangible assets Gains or losses arising from de-recognition of an intangible

Intangible assets acquired separately asset, measured as the difference between the net disposal
proceeds and the carrying amount of the asset, and are
Intangible assets with finite useful lives that are acquired
recognised in profit or loss when the asset is derecognised.
separately are carried at cost less accumulated amortisation
and accumulated impairment losses. Amortisation is Useful lives of intangible assets
recognised on a straight-line basis over their estimated useful
Intangible assets, comprising of software, expenditure on
lives. The estimated useful life and amortisation method are
model fee, etc. incurred are amortised on a straight line
reviewed at the end of each reporting period, with the effect of
method over a period of 5 years.
any changes in estimate being accounted for on a prospective
basis. Intangible assets with indefinite useful lives that are
3.11 Impairment of tangible and intangible assets
acquired separately are carried at cost less accumulated
impairment losses. At the end of each reporting period, the Company reviews
the carrying amounts of its tangible and intangible assets to
Internally-generated intangible assets - research and determine whether there is any indication that those assets
development expenditure have suffered an impairment loss. If any such indication
Expenditure on research activities is recognised as an expense exists, the recoverable amount of the asset is estimated in
in the period in which it is incurred. order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs of
An internally-generated intangible asset arising from disposal and value in use.
development (or from the development phase of an internal
project) is recognised if, and only if, all of the following have Intangible assets with indefinite useful lives and intangible
been demonstrated: assets not yet available for use are tested for impairment at
least annually, and whenever there is an indication that the
• the technical feasibility of completing the intangible asset may be impaired. In assessing value in use, the estimated
asset so that it will be available for use or sale; future cash flows are discounted to their present value using a
• the intention to complete the intangible asset and use or pre-tax discount rate that reflects current market assessments
sell it; of the time value of money and the risks specific to the asset
for which the estimates of future cash flows have not been
• the ability to use or sell the intangible asset;
adjusted.
• how the intangible asset will generate probable future
economic benefits; For impairment testing, assets that don’t generate independent
• the availability of adequate technical, financial and other cash flows are grouped together into cash generating units
resources to complete the development and to use or (CGU’s). Each CGU represents the smallest group of assets that
sell the intangible asset; and generate cash inflows that are largely independent of the cash
inflows of other assets or CGU’s.
• the ability to measure reliably the expenditure attributable
to the intangible asset during its development. When it is not possible to estimate the recoverable amount
The amount initially recognised for internally-generated of an individual asset, the Company estimates the recoverable
intangible assets is the sum of the expenditure incurred amount of the cash- generating unit to which the asset
from the date when the intangible asset first meets the belongs. When a reasonable and consistent basis of allocation
recognition criteria listed above. Where no internally- can be identified, corporate assets are also allocated to
generated intangible asset can be recognised, development individual cash-generating units, or otherwise they are
expenditure is recognised in profit or loss in the period in allocated to the smallest group of cash-generating units for
which it is incurred. which a reasonable and consistent allocation basis can be
identified.
Subsequent to initial recognition, internally-generated
intangible assets are reported at cost less accumulated If the recoverable amount of an asset (or cash-generating
amortisation and accumulated impairment losses, on the unit) is estimated to be less than its carrying amount, the
same basis as intangible assets that are acquired separately. carrying amount of the asset (or cash-generating unit) is
reduced to its recoverable amount. An impairment loss is
An intangible asset is derecognised on disposal, or when no recognised immediately in profit or loss. When an impairment
future economic benefits are expected from use or disposal. loss subsequently reverses, the carrying amount of the asset


(or a cash-generating unit) is increased to the revised estimate to the acquisition or issue of financial assets and financial
of its recoverable amount, but so that the increased carrying liabilities (other than financial assets and financial liabilities
amount does not exceed the carrying amount that would have at fair value through profit or loss) are added to or deducted
been determined had no impairment loss been recognised for from the fair value of the financial assets or financial liabilities,
the asset (or cash-generating unit) in prior years. A reversal of as appropriate, on initial recognition. Transaction costs directly
an impairment loss is recognised immediately in profit or loss. attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised
3.12 Inventories immediately in profit or loss.
Inventories are stated at the lower of cost and net realisable
value. Cost of inventories includes expenditure incurred in 3.15 Financial assets
acquiring the inventories, production or conversion costs All recognised financial assets are subsequently measured in
and other costs incurred in bringing them to their present their entirety at either amortised cost or fair value, depending
location and condition. Costs of inventories are determined on the classification of the financial assets
on a moving weighted average. Finished goods and work-
in-progress include appropriate proportion of overheads. Classification of financial assets
Net realisable value represents the estimated selling price for Debt instruments that meet the following conditions are
inventories less all estimated costs of completion and costs subsequently measured at amortised cost (except for debt
necessary to make the sale. instruments that are designated as at fair value through profit
or loss on initial recognition):
3.13 Provisions
Provisions are recognised when the Company has a present • the asset is held within a business model whose
obligation (legal or constructive) as a result of a past event, objective is to hold assets in order to collect contractual
it is probable that the Company will be required to settle the cash flows; and
obligation, and a reliable estimate can be made of the amount • the contractual terms of the instrument give rise on
of the obligation. specified dates to cash flows that are solely payments
of principal and interest on the principal amount
The amount recognised as a provision is the best estimate of
outstanding.
the consideration required to settle the present obligation
at the end of the reporting period, taking into account the Debt instruments that meet the following conditions
risks and uncertainties surrounding the obligation. When a are subsequently measured at fair value through other
provision is measured using the cash flows estimated to settle comprehensive income (“FVTOCI”) (except for debt
the present obligation, its carrying amount is the present instruments that are designated as at fair value through
value of those cash flows (when the effect of the time value of profit or loss on initial recognition):
money is material). • the asset is held within a business model whose
objective is achieved both by collecting contractual cash
Warranties flows and selling financial assets; and
The estimated liability for product warranties is recorded • the contractual terms of the instrument give rise on
when products are sold. These estimates are established specified dates to cash flows that are solely payments
using historical information on the nature, frequency and of principal and interest on the principal amount
average cost of warranty claims and management estimates outstanding.
regarding possible future incidence based on corrective
actions on product failures. The timing of outflows will vary Interest income is recognised in profit or loss for FVTOCI debt
as and when warranty claim will arise- being typically two to instruments.
five years.
All other financial assets are subsequently measured at fair
3.14 Financial instruments value.
Financial assets and financial liabilities are recognised when
Effective interest method
the Company becomes a party to the contractual provisions
of the instruments. The effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating interest
Financial assets and financial liabilities are initially measured income over the relevant period. The effective interest rate is
at fair value. Transaction costs that are directly attributable the rate that exactly discounts estimated future cash receipts

(including all fees and points paid or received that form an other contractual rights to receive cash or other financial asset,
integral part of the effective interest rate, transaction costs and and financial guarantees not designated as at FVTPL.
other premiums or discounts) through the expected life of the
debt instrument, or, where appropriate, a shorter period, to the Expected credit losses are the weighted average of credit
net carrying amount on initial recognition. losses with the respective risks of default occurring as the
weights.
Income is recognised on an effective interest basis for debt
instruments other than those financial assets classified as at Offsetting
FVTPL. Interest income is recognised in profit or loss and is Financial assets and financial liabilities are offset and the net
included in the "Other income" line item. amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off
Financial assets at fair value through profit or loss (FVTPL) the amounts and it intents either to settle them on net basis or
Investments in equity instruments are classified as at FVTPL, to realise the assets and settle the liabilities simultaneously.
unless the Company irrevocably elects on initial recognition
to present subsequent changes in fair value in other Derecognition of financial assets
comprehensive income for investments in equity instruments The Company derecognises a financial asset when the
which are not held for trading. contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the
Debt instruments that do not meet the amortised cost criteria
risks and rewards of ownership of the asset to another party.
or FVTOCI criteria are measured at FVTPL. In addition, debt
instruments that meet the amortised cost criteria or the 3.16 Financial liabilities and equity instruments
FVTOCI criteria but are designated as at FVTPL are measured at
Classification as debt or equity
FVTPL.
Debt and equity instruments issued by Company are classified
A financial asset that meets the amortised cost criteria or as either financial liabilities or as equity in accordance with the
debt instruments that meet the FVTOCI criteria may be substance of the contractual arrangements and the definitions
designated as at FVTPL upon initial recognition if such of a financial liability and an equity instrument.
designation eliminates or significantly reduces a measurement
or recognition inconsistency that would arise from measuring Equity instruments
assets or liabilities or recognising the gains and losses on them An equity instrument is any contract that evidences a residual
on different bases. The Company has not designated any debt interest in the assets of an entity after deducting all of its
instrument as at FVTPL. liabilities.
Financial assets at FVTPL are measured at fair value at the end Financial liabilities
of each reporting period, with any gains or losses arising on Financial liabilities that are not held-for-trading and are not
re-measurement recognised in profit or loss. The net gain or designated as at FVTPL are measured at amortised cost at the
loss recognised in profit or loss incorporates any dividend or
end of subsequent accounting periods. The carrying amounts
interest earned on the financial asset and is included in the
of financial liabilities that are subsequently measured at
'Other income' line item. Dividend on financial assets at FVTPL is
amortised cost are determined based on the effective interest
recognised when the company's right to receive the dividends is
method. Interest expense that is not capitalised as part of costs
established, it is probable that the economic benefits associated
of an asset is included under 'Finance costs'.
with the dividend will flow to the entity, the dividend does not
represent a recovery of part of cost of the investment and the The effective interest method is a method of calculating the
amount of dividend can be measured reliably. amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is
Investments in subsidiaries and associates
the rate that exactly discounts estimated future cash payments
Investment in subsidiaries and associates are carried at cost in (including all fees and points paid or received that form an
the financial statements. integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the
Impairment of financial assets
financial liability.
The Company applies the expected credit loss model for
recognising impairment loss on financial assets measured at All financial liabilities are subsequently measured at amortised
amortised cost, debt instruments at FVTOCI, trade receivables, cost using the effective interest method or at FVTPL.


Derecognition of financial liabilities assessed continually and if it is virtually certain that an inflow
The Company derecognises financial liabilities when, and only of economic benefits will arise, the asset and related income
when, the Company’s obligations are discharged, cancelled or are recognised in the period in which the change occurs
have expired.
3.21 Recent accounting pronouncements (standards notified
3.17 Derivative financial instruments but not yet effective) :-
The Company enters into a variety of derivative financial Ind AS 115, Revenue from Contract with Customers:-
instruments to manage its exposure to foreign exchange rate
On March 28, 2018, Ministry of Corporate Affairs ("MCA") has
risks, including foreign exchange forward contracts, option
notified the Ind AS 115, Revenue from Contract with Customers.
contracts, etc.
Ind AS 115, establishes a comprehensive framework for
Foreign currency derivatives are initially recognised at fair determining whether, how much and when revenue should
value at the date the derivative contracts are entered into be recognised.
and are subsequently re-measured to their fair value at the
end of each reporting period. The resulting gain or loss is It replaces existing revenue recognition guidance, including
recognised in profit or loss immediately unless the derivative Ind AS 18 Revenue, Ind AS 11 Construction Contracts and
is designated and effective as a hedging instrument, in which Guidance Note on Accounting for Real Estate Transactions. Ind
event the timing of the recognition in profit or loss depends AS 115 is effective for annual periods beginning on or after 1
on the nature of the hedging relationship and the nature of April 2018 and will be applied accordingly.
the hedged item.
The core principle of the new standard is that an entity
3.18 Cash flow statement should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects
Cash flows are reported using the indirect method, whereby
the consideration to which the entity expects to be entitled
profit / (loss) before extraordinary items and tax is adjusted for
in exchange for those goods or services. Further the new
the effects of transactions of non-cash nature and any deferrals
standard requires enhanced disclosures about the nature,
or accruals of past or future cash receipts or payments. The cash
amount, timing and uncertainty of revenue and cash flows
flows from operating, investing and financing activities of the
arising from the entity’s contracts with customers.
Company are segregated based on the available information.
The standard permits two possible methods of transition:
3.19 Earnings per share
Basic earnings per share is computed by dividing the profit Retrospective approach - Under this approach the standard
after tax by the weighted average number of equity shares will be applied retrospectively to each prior reporting period
outstanding during the year/period. presented in accordance with Ind AS 8 - Accounting Policies,
Changes in Accounting Estimates and Errors.
Diluted earnings per share is computed by dividing the profit
after tax as adjusted for dividend, interest and other charges Retrospectively with cumulative effect of initially applying
to expense or income relating to the dilutive potential equity the standard recognized at the date of initial application
shares, by the weighted average number of equity shares (Cumulative catch - up approach)
considered for deriving basic earnings per share and the
weighted average number of equity shares which could have The Company has completed its preliminary evaluation of the
been issued on the conversion of all dilutive potential equity possible impact of Ind AS 115. The Company will adopt the
shares. standard on April 1, 2018 by using the cumulative catch-up
transition method and accordingly comparatives for the year
3.20 Contingent liabilities and contingent assets ending or ended March 31, 2018 will not be retrospectively
A contingent liability exists when there is a possible but adjusted. The Company does not expect the impact of the
not probable obligation, or a present obligation that may, adoption of the new standard to be material.
but probably will not, require an outflow of resources, or
a present obligation whose amount cannot be estimated Ind AS 21:- The effect of changes in foreign exchange
reliably. Contingent liabilities do not warrant provisions, but rates:-
are disclosed unless the possibility of outflow of resources is On March 28, 2018, Ministry of Corporate Affairs ("MCA")
remote. Contingent assets are neither recognised nor disclosed has notified the Companies (Indian Accounting Standards)
in the financial statements. However, contingent assets are Amendment Rules, 2018 containing Appendix B to Ind AS

21, Foreign currency transactions and advance consideration Defined benefit plans
which clarifies the date of the transaction for the purpose of The cost of the defined benefit plan and other post-
determining the exchange rate to use on initial recognition employment benefits and the present value of such
of the related asset, expense or income, when an entity has obligation are determined using actuarial valuations. An
received or paid advance consideration in a foreign currency. actuarial valuation involves making various assumptions that
The appendix explains that the date of transaction, for the may differ from actual developments in the future. These
purpose of determining the exchange rate, is the date of include the determination of the discount rate, future salary
initial recognition of the non-monetary prepayment asset or increases, mortality rates and future pension increases. Due to
deferred income liability. the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is sensitive to changes
The amendment will come into force from April 1, 2018. The
in these assumptions. All assumptions are reviewed at each
Company has preliminary evaluated the effect of this on the
reporting date.
financial statements and the impact is not material.
Provision and contingent liability
4. Critical accounting judgements and key sources of
estimation uncertainty On an ongoing basis, Company reviews pending cases, claims
by third parties and other contingencies. For contingent losses
In the application of the Company accounting policies, which
that are considered probable, an estimated loss is recorded
are described in note 3, the management of the Company are
as an accrual in financial statements. Contingent loss that
required to make judgements, estimates and assumptions
are considered possible are not provided for but disclosed as
about the carrying amounts of assets and liabilities that are
Contingent liabilities in the financial statements. Contingencies
not readily apparent from other sources. The estimates and
the likelihood of which is remote are not disclosed in the
associated assumptions are based on historical experience
financial statements. Contingent gain are not recognized until
and other factors that are considered to be relevant. Actual
the contingency has been resolved and amounts are received
results may differ from these estimates.
or receivable.
The estimates and underlying assumptions are reviewed
Useful lives of depreciable assets
on an ongoing basis. Revisions to accounting estimates are
recognised prospectively. Management reviews the useful lives of depreciable assets at
each reporting. As at March 31, 2018 management assessed
The following are the areas of estimation uncertainty and that the useful lives represent the expected utility of the assets
critical judgements that the management has made in the to the Company. Further, there is no significant change in the
process of applying the Company’s accounting policies useful lives as compared to previous year.
and that have the most significant effect on the amounts
recognised in the financial statements:- Impairment of investment in equity instruments of
subsidiary and associate companies
Recoverability of intangible asset During the year, the Company assessed the investment in
Capitalisation of cost in intangible assets under development equity instrument of subsidiary and associate companies
is based on management’s judgement that technological carried at cost for impairment testing. Some of these
and economic feasibility is confirmed and asset under companies are start-ups or are at early stage of their operations
development will generate economic benefits in future. Based and are expected to generate positive cash flows in the
on evaluations carried out, the Company’s management has future years. Detailed analysis has been carried out on the
determined that there are no factors which indicates that future projections and the Company is confident that the
these assets have suffered any impairment loss. investments do not require any impairment.


5. Property, plant and equipment
Particulars Freehold Buildings Plant and Furniture Vehicles Office Data Total
land equipment and equipment Processing
fixtures equipment
Cost
At April 1, 2016 79.85 1,420.12 3,791.54 28.57 34.69 36.14 145.75 5,536.66
Additions - 510.44 728.79 9.88 16.81 8.40 25.47 1,299.79
Disposals - 1.07 47.95 0.73 7.15 1.74 4.68 63.32
At 31 March 2017 79.85 1,929.49 4,472.38 37.72 44.35 42.80 166.54 6,773.13
Additions 6.45 212.10 426.58 3.74 10.15 15.03 26.51 700.56
Disposals - 0.30 57.97 0.30 5.40 1.00 3.58 68.55
At 31 March 2018 86.30 2,141.29 4,840.99 41.16 49.10 56.83 189.47 7,405.14
Accumulated depreciation
At April 1, 2016 - 194.69 1,739.69 11.90 17.06 19.82 88.04 2,071.20
Depreciation expense - 47.54 362.78 2.97 4.40 5.06 21.53 444.28
Adjustments - 1.02 39.91 0.52 5.78 1.46 4.39 53.08
At 31 March 2017 - 241.21 2,062.56 14.35 15.68 23.42 105.18 2,462.40
Adjustments - 0.17 49.71 0.28 2.98 0.95 3.27 57.36
At 31 March 2018 - 301.36 2,429.39 17.62 17.62 29.26 124.00 2,919.25
Net block
At 31 March 2017 79.85 1,688.28 2,409.82 23.37 28.67 19.38 61.36 4,310.73
At 31 March 2018 86.30 1,839.93 2,411.60 23.54 31.48 27.57 65.47 4,485.89
6. Capital work-in-progress
As at As at
March 31, 2018 March 31, 2017
Capital work-in-progress 203.78 270.72
203.78 270.72

7. Intangible assets
Model fee/ Computer Technical know- Total
Product softwares how/export
designs and licenses
development
Cost
At April 1, 2016 596.83 97.17 2,895.67 3,589.67
Additions - 14.42 - 14.42
At 31 March 2017 596.83 111.59 2,895.67 3,604.09
Additions 114.43 10.76 - 125.19
Disposals - 0.01 - 0.01
At 31 March 2018 711.26 122.34 2,895.67 3,729.27
Accumulated amortisation
At April 1, 2016 521.49 53.62 2,895.67 3,470.78
Amortisation expense 35.68 12.77 - 48.45
At 31 March 2017 557.17 66.39 2,895.67 3,519.23
Amortisation expense 27.20 14.19 - 41.39
At 31 March 2018 584.37 80.58 2,895.67 3,560.62
Net block
At 31 March 2017 39.66 45.20 - 84.86
At 31 March 2018 126.89 41.76 - 168.65
8. Intangible assets under development

As at As at
March 31, 2018 March 31, 2017
Intangible assets under development 114.61 194.33
Total 114.61 194.33


9 Investments
Units As at Units As at As at As at
March 31, 2018 March 31,
March 31, 2018 March 31, 2017
2017
Current Non Current Non
Current Current
Category-wise investments
Investment in equity instruments - 1,020.90 - 865.79
Investment in preference shares - - - 10.00
Investment in debentures / bonds - 267.41 121.05 260.88
Investment in mutual funds 5,591.12 645.77 4,419.80 212.33
5,591.12 1,934.08 4,540.85 1,349.00
Investment in equity instruments carried at cost
Unquoted Investments
Investment in subsidiaries
HMCL Netherlands B.V (Face Value of USD 1 each) 37,091,550 26,290,250 - 238.39 - 167.95
HMCL Americas INC (Face Value of USD 1000 each) 3,500 3,500 - 22.22 - 22.22
HMC MM Auto Limited (Face Value of ` 10 each) 26,069,993 23,069,993 - 26.07 - 23.07
HMCL (N.A.),Inc (No par Value) 2,466 2,466 - 155.38 - 155.38
- 442.06 - 368.62
Less: Provision for dimunition/ impairment - (155.04) - (155.04)
- 287.02 - 213.58
Investment in Associates
Ather Energy Private Limited
Equity Shares of Face Value of ` 1 each 100 100 - 0.20 - 0.20
Preference shares of Face Vaue of ` 10 each 99,186 89,258 - 200.38 - 180.32
(Convertible into equity instruments)
- 200.58 - 180.52
Hero FinCorp Limited
Equity shares of Face Value of ` 10 each 40,388,576 38,343,025 - 527.99 - 421.56
Investment in Warrant of Face Value of ` 10 each - 2,045,551 - - - 36.40
- 527.99 - 457.96
- 728.57 - 638.48
Quoted Investments
Investments carried at fair value through profit or
loss (FVTPL)
Investment in equity instruments
of Other Entities
Face Value of ` 2 each
Bombay Stock Exchange Limited 70,200 140,400 - 5.31 - 13.73
- 5.31 - 13.73
Investment in equity instruments - 1,020.90 - 865.79

March 31, 2018 March 31, 2017
2017
Current Current
Investment in preference shares
Investments carried at fair value through profit
or loss (FVTPL)
of other entities
Tata Capital Limited - 100,000 - - - 10.00
- - - 10.00
Investment in debentures / bonds
Quoted Investments
Investments carried at amortised cost
7.34% HUDCO -Maturity-16.02.2023 250,000 250,000 - 25.22 - 25.22
7.18% IRFC -Maturity-19.02.2023 250,000 250,000 - 25.83 - 25.83
8.18% NHPC Tax Free Bonds-Maturity-02.11.2023 161,050 161,050 - 17.41 - 17.42
8.51% HUDCO Tax Free Bonds-Maturity-13.01.2024 250,000 250,000 - 25.44 - 25.45
8.18% PFC Tax Free Bonds-Maturity-16.11.2023 323,890 323,890 - 33.38 - 33.38
Face Value of ` 1,00,000 each
6.70% IRFC Bonds -Maturity-08.03.2020 1,500 1,500 - 15.51 - 15.53
10.70% Tata Motors Finance Limited- 138 138 - 7.64 - 7.67
Maturity-28.04.2020
Maturity-10.04.2020
13% Religare Finvest Limited-Maturity-30.05.2017 - 100 - - 10.43 -
14% Religare Enterprise Limited-Maturity-30.06.2017 - 125 - - 13.65 -
9.20% Bank of Baroda RR Perpetual BD 09.10.2019 50 50 - 5.19 - 5.32
Zero Coupon Bonds
Rural Electrification Corporation Ltd NCD @ 13,578 37,000 37,000 - 89.54 - 82.72
maturity ` 30,000 per bond-Maturity-15.12.2020
National Bank For Agriculture and Rural Development
Bhavishya Nirman Bonds @ ` 8182 each-Maturity
on 01.08.2017(38,000 units) and 01.10.2017 (12,200
units)
10 Year Zero Coupon Bond of NABARD- Maturity ` - 50,200 - - 96.97 -
20000 per bond
- 267.41 121.05 260.88


March 31, 2018 March 31, 2017
2017
Current Current
Investment in mutual funds
(include funds which are listed but not quoted)
Investments carried at fair value through profit
or loss (FVTPL)
Debt fund
Units of the face value of ` 10 each
ICICI Prudential Mutual Fund
FMP -Series 82-1199 Days Plan L Direct Plan 70,000,000 - - 70.85 - -
Cumulative
FMP -Series 82-1135 Days Plan U Direct Plan 50,000,000 - - 50.17 - -
Cumulative
Blended Plan B-Direct Plan-Growth Option (Merged 24,817,467 24,817,467 65.90 - 61.70 -
with Banking and PSU Debt Fund Direct Plan
Growth)
Income Opportunities Fund-Direct Plan-Growth - 19,387,735 - - 45.22 -
Option
Aditya Birla Sunlife Mutual Fund
Fixed Term Plan-Series JY (1099 days)-Gr.-Direct - 15,000,000 - - 19.46 -
Fixed Term Plan-Series PB (1190 days)-Direct Growth 90,000,000 - - 91.34 - -
Dynamic Bond Fund- Retail- Growth 76,684,191 76,684,191 229.92 - 222.64 -
IDFC Mutual Fund
Corporate Bond Fund Direct Plan-Growth - 49,986,503 - - 56.07 -
Reliance Mutual Fund
Annual Interval Fund -Series I-Direct Growth Plan - 10,651,352 - - 17.56 -
Growth Option
Interval Fund II-Series 4-Direct Plan Growth Plan - 12,500,000 - - 16.36 -
Fixed Horizon Fund -XXV-Series 15-Direct Plan 40,000,000 40,000,000 59.55 - - 55.04
Growth Plan
Fixed Horizon Fund -XXV-Series 20-Direct Plan 20,000,000 20,000,000 29.67 - - 27.43
Growth Plan
Fixed Horizon Fund -XXVII-Series 11-Direct Plan - 20,000,000 - - 24.52 -
Growth Plan
Fixed Horizon Fund -XXX-Series 4-Direct Growth 30,000,000 30,000,000 - 35.81 - 33.43
Plan
Fixed Horizon Fund -XXXI-Series 5-Direct Growth 5,000,000 5,000,000 - 5.70 - 5.33
Plan
Floating Rate-Short Term Plan -Direct Growth Plan 46,942,186 46,942,186 131.94 - 123.42 -
Corporate Bond Fund-Direct Growth Plan 53,163,841 53,163,841 76.98 - 71.61 -
Regular Savings Fund -Debt Plan -Direct Growth - 82,899,424 - - 194.75 -
Plan Growth Option

March 31, 2018 March 31, 2017
2017
Current Current
Invesco Mutual Fund (Formerly Religare Invesco
Mutual Fund)
Fixed Maturity Plan Series XIV-Plan F (1098 Days)- - 13,500,000 - - 16.65 -
Direct Plan
FMP-Sr.26-Plan A (1098 Days)-Direct Sub Plan 15,000,000 15,000,000 18.83 - - 17.55
Growth
FMP-Sr.26-Plan C (1098 Days)-Direct Sub Plan 10,000,000 10,000,000 12.44 - - 11.61
Growth
FMP-Sr.27-Plan A (1100 Days)-Direct Sub Plan 10,000,000 10,000,000 11.99 - - 11.21
Growth
FMP-Sr.29-Plan B (1150 Days)-Direct Sub Plan 6,000,000 6,000,000 - 6.43 - 6.02
Growth
L&T Mutual Fund
Income Opportunities Fund Direct Plan-Growth 43,776,843 43,776,843 89.23 - 83.17 -
Banking and PSU Debt Fund Direct Plan-Growth - 21,141,351 - - 31.12 -
BNP Paribas Mutual Fund
Medium Term Income Fund Direct Plan Growth 25,000,000 25,000,000 35.84 - 33.55 -
DHFL Pramerica Mutual Fund(Formerly
Deutsche Mutual Fund)
Fixed Maturity Plan Series 57-Direct Plan-Growth - 4,547,935 - - 5.86 -
Short Maturity Fund Direct Plan-Annual Bonus - 4,614,440 - - 9.50 -
Ultra Short Term Fund-Direct Plan-Annual Bonus - 8,868,007 - - 11.73 -
Low Duration Fund Direct Plan-Annual Bonus - 10,389,886 - - 13.96 -
(Formerly Cash Opportunities Fund-Direct Plan-
Annual Bonus)
Low Duration Fund-Direct Plan-Growth - 47,411,340 - - 107.70 -
Banking PSU&Debt Fund Direct Plan-Growth - 40,436,362 - - 58.22 -
Premier Bond Fund-Direct Plan-Growth - 37,688,298 - - 102.23 -
SBI Mutual Fund
Debt Fund Series B-20(1100 Days) Direct Plan- 10,000,000 10,000,000 12.52 - - 11.69
Growth
Dual Advantage Fund -Series VII- Direct-Growth - 15,000,000 - - 17.15 -
Dual Advantage Fund -Series VIII- Direct-Growth 25,000,000 25,000,000 30.30 - 28.05 -
Dual Advantage Fund -Series XII- Direct-Growth 15,000,000 15,000,000 18.27 - 16.94 -
IDFC Mutual Fund
Fixed Term Plan Series 140 Direct Plan -Growth 50,000,000 - - 50.46 - -
(1145 Days)
Fixed Term Plan Series 144 Direct Plan -Growth 50,000,000 - - 50.19 - -
(1141Days)
Kotak Mutual Fund
FMP Series 219 Direct-Growth 75,000,000 - - 75.63 - -


March 31, 2018 March 31, 2017
2017
Current Current
HDFC Mutual Fund
FMP 1167 D January 2016(1) -Direct-Growth- 15,000,000 15,000,000 - 17.90 - 16.73
Series-35
FMP 1143 D March 2018(1) -Direct-Growth- 75,000,000 - - 75.52 - -
Series-39
FMP 1147 D March 2018(1) -Direct-Growth- 50,000,000 - - 50.17 - -
Series-39
Cash Management Fund - Treasury Advantage Plan 93,610,205 - 355.46 - - -
- Direct Plan - Growth
Flexible Income Plan-Direct Plan-Growth Option 4,897,295 - 164.10 - - -
Savings Fund-Direct Plan-Growth Option 8,409,451 - 227.35 - - -
Savings Fund-Growth-Direct Plan 10,802,841 - 371.54 - - -
Floating Rate Fund -Long Term-Growth-Direct Plan 15,013,571 - 323.28 - - -
Money Manager Fund-Direct Growth option 1,890,316 1,890,316 460.99 - 430.33 -
Invesco Mutual Fund (Formerly Religare
Invesco Mutual Fund)
Credit Opportunities Fund Direct Plan-Growth - 493,789 - - 92.65 -
Short Term Fund-Direct Plan Growth 1,299,935 1,299,935 309.61 - 291.22 -
Medium Term Bond Fund-Direct Plan Growth 1,398,253 1,398,253 254.40 - 236.86 -
Bank Debt Fund-Direct Plan Growth - 387,669 - - 54.43 -
Fixed Duration Fund -Series AE-Direct Plan-Growth 62,500 62,500 - 6.72 - 6.28
Fixed Duration Fund -Series AG-Direct Plan-Growth 100,000 100,000 - 10.71 - 10.01
Principal Mutual Fund
Credit Opportunities Fund-Direct Plan Growth - 61,626 - - 15.88 -
Equity fund
Arbitrage Fund Direct Plan-Monthly Dividend- - 127,826,937 - - 136.17 -
Payout
Invesco Mutual Fund (Formerly Religare
Invesco Mutual Fund)
Arbitrage Fund -Direct Plan -Dividend - 115,340,768 - - 153.26 -
Arbitrage Fund Dividend -Direct Plan -Payout - 10,000,000 - - 10.30 -

March 31, 2018 March 31, 2017
2017
Current Current
Arbitrage Advantage Fund-Direct Plan Dividend 163,714,610 163,714,610 177.78 - 176.70 -
Payout
UTI Mutual Fund
Spread Fund Direct Plan-Dividend Payout - 47,871,850 - - 79.10 -
IndiaBulls Mutual Fund
Arbitrage Fund-Direct Plan- Dividend-Payout - 94,670,074 - - 100.13 -
IDFC Mutual Fund
Arbitrage Plus Fund -Direct Plan-Monthly Dividend 83,850,668 40,645,780 109.21 - 50.20 -
Kotak Mutual Fund
Equity Arbitrage Fund-Direct Plan -Monthly 281,442,341 281,442,341 309.34 - 308.23 -
Dividend
Equity Arbitrage Fund-Direct Plan -Fortnight 42,072,844 - 99.12 - - -
Dividend
Equity Arbitrage Fund-Direct Plan-Dividend Payout 200,901,478 - 290.18 - - -
Birla Sunlife Mutual Fund
Enhanced Arbitrage Fund - Direct Plan - Dividend 95,931,942 - 105.92 - - -
HDFC Mutual Fund
Arbitrage Fund-Wholesale Plan-Monthly Dividend 233,040,385 - 245.25 - - -
Direct Plan- Payout
Axis Mutual Fund
Enhanced Arbitrage Fund Direct Dividend Payout 93,310,036 - 101.99 - - -
Liquid fund
Liquid Direct plan-Growth 5,843,394 19,623,823 150.26 - 472.38 -
Cash Plus-Growth-Direct Plan - 10,055,662 - - 262.76 -
Liquidity Fund- Direct Growth Plan Growth Option 687,290 - 179.91 - - -
IDFC Mutual Fund
Cash Fund -Growth-(Direct Plan) 1,498,579 - 316.23 - - -
Axis Mutual Fund
Liquid Fund-Direct Plan-Growth 1,119,693 - 215.82 - - -
Kotak Mutual Fund
Liquid Scheme Plan A-Direct Plan-Growth - 151,674 - - 50.02 -
HDFC Mutual Fund
Liquid Fund Direct Plan Growth - 187,036 - - 60.02 -
DSP BlackRock Mutual Fund
Liquidity Fund Direct Plan Growth - 215,037 - - 50.02 -
Total Investments 5,591.12 1,934.08 4,540.85 1,349.00


As at As at
March 31, 2018 March 31, 2017
Current Non Current Current Non Current
Aggregate book value of quoted investments - 272.72 121.05 274.61
Aggregate market value of quoted investments - 279.02 123.08 288.11
Aggregate carrying value of unquoted investments 5,591.12 1,816.40 4,419.80 1,229.43
Aggregate amount of impairment in value of - (155.04) - (155.04)
investments
Category-wise investment as per Ind AS 109 classification
As at As at
March 31, 2018 March 31, 2017
Financial assets carried at fair value through profit or
loss (FVTPL)
Unquoted
Quoted
Investment in equity instruments - 5.31 - 13.73
Financial assets carried at amortised cost
Quoted
Note: The above does not include investments in subsidiaries and associates amounting to ` 1,015.59 crores ( ` 852.06 crores as at March 31, 2017) carried at cost.
10. Loans (financial assets)
Particulars As at As at
March 31, 2018 March 31, 2017
Non - current
Unsecured, considered good
Loans to employees 22.30 23.13
Security deposits 23.38 25.23
Total 45.68 48.36
Current
Total 27.56 24.18
Note:- These financial assets are carried at amortised cost unless otherwise stated

11. Others (financial assets)

March 31, 2018 March 31, 2017
Current
Derivatives instruments carried at fair value - 4.42
Interest accrued on deposits 0.23 0.22
Accrual of incentives from State Governments 518.65 123.05
Other recoverables 20.49 17.26
Total 539.37 144.95
Note:- These financial assets are carried at amortised cost unless otherwise stated.
12. Income tax assets (net)

March 31, 2018 March 31, 2017
Tax assets
Advance income tax 1,826.21 1,414.02
Less : Provision for taxation 1,446.95 1,082.08
Total 379.26 331.94
13. Other assets

March 31, 2018 March 31, 2017
Non-current
Capital advances 192.59 215.79
Prepayment land leases* 244.17 246.89
Prepaid expenses 2.74 1.49
Balance with government authorities
- Excise duty 47.09 43.81
- VAT/ sales tax 72.08 143.16
Total 558.67 651.14
Current
Prepayment land leases* 2.83 2.94
Advance to suppliers 30.84 87.62
Other advances 4.05 2.14
Balance with Government authorities
- Excise duty 17.96 111.55
- VAT/ sales tax 81.56 121.40
- GST/ Excise duty-current account 5.41 0.64
- Export incentive receivable 19.86 17.66
Total 205.03 388.29
* Prepayment of land leases include net value of leasehold land as under:


Particulars As at March 31, 2018

Gross value Accumulated Net value
Amortisation
Halol (Gujarat) 83.71 3.80 79.91
Haridwar (Uttarakhand) 95.86 12.42 83.44
Neemrana (Rajasthan) 13.10 1.66 11.44
Kukas-Jaipur (Rajasthan) 78.36 6.15 72.21
Total 271.03 24.03 247.00
14. Inventories
(lower of cost and net realisable value)
March 31, 2018 March 31, 2017
Raw materials and components 444.21 395.02
Goods in transit of raw materials and components 111.50 27.43
Work in progress (Two wheelers) 37.14 31.89
Finished goods
Two wheelers 79.47 55.85
Spare parts 37.19 42.91
Stores and spares 90.02 82.32
Loose tools 24.05 20.89
Total 823.58 656.31
- The mode of valuation of inventories has been stated in note no. 3.12
15. Trade receivables

March 31, 2018 March 31, 2017
Current
Secured, considered good 29.62 32.10
Unsecured - considered good 1,490.56 1,529.77
- considered doubtful 28.68 23.61
1,548.86 1,585.48
Less: Impairment of trade receivables 28.68 23.61
Total 1,520.18 1,561.87
The concentration of credit risk is limited due to the fact that the customer base is large and unrelated
Age of receivables As at As at
March 31, 2018 March 31, 2017
Within the credit period 1,132.94 1113.92
upto 6 months past due 374.72 442.18
More than 6 months past due 12.52 5.77
Total 1,520.18 1,561.87

16. Cash and cash equivalents

March 31, 2018 March 31, 2017
Cash on hand 0.05 0.08
Balances with banks
In current accounts 33.17 14.21
In deposit accounts 1.16 1.11
Cash and cash equivalents 34.38 15.40
17. Bank balances other than Cash and cash equivalents above
March 31, 2018 March 31, 2017
Balances with banks
In dividend current accounts (earmarked accounts) 73.86 89.97
In deposit accounts* 33.10 31.36
Total 106.96 121.33
* The Company had placed fixed deposits aggregating ` 25.00 crores with Dena Bank on February 18, 2014. Subsequent thereto, it was brought to the notice
of the Company that money had been fraudulently withdrawn by pledging fictitious copies of such fixed deposit receipts with concerned bank by some
individuals. The Company has filed a recovery suit which is pending in the honourable Delhi High Court against the bank. In the interim, the Bank has renewed
the deposits for a period (along with interest earned thereon).
18. a) Equity Share capital

March 31, 2018 March 31, 2017
Authorised
250,000,000 (250,000,000) Equity shares of ` 2 each 50.00 50.00
Total 50.00 50.00
Issued, subscribed and fully paid up
199,711,455 (as at March 31, 2017: 199,696,838) Equity shares of ` 2 each 39.94 39.94
Total 39.94 39.94
The Company has only one class of equity shares having a par value of ` 2 per share. Each holder of equity shares is entitled to one vote
per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amount, in proportion to their shareholding.
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
March 31, 2018 March 31, 2017
Nos. ` in crores Nos. ` in crores
Opening Balance 199,696,838 39.94 199,690,088 39.94
Issued during the year `# Current year ` 29,234 (previous 14,617 # 6,750 #
year ` 13,500)- ESOP (refer note 40)
Closing Balance 199,711,455 39.94 199,696,838 39.94


(ii) Details of shareholders holding more than 5% equity shares in the Company:
March 31, 2018 March 31, 2017
Nos. % holding in Nos. % holding in
the class the class
Ms Renu Munjal * 9,309,019 4.66% 9,309,019 4.66%
Mr Suman Munjal * 9,309,019 4.66% 9,309,019 4.66%
Mr Pawan Munjal * 9,309,020 4.66% 9,309,020 4.66%
M/S Bahadur Chand Investments (P) Ltd 39,943,238 20.00% 39,943,238 20.00%
* Hold shares on behalf of Brijmohan Lall Om Prakash (partnership firm)
(iii) Shares options/ Restricted stock units granted under the Company’s employee stock option plan
Plan Share Options Outstanding (In Nos.)
As at As at Expiry Date
March 31, 2018 March 31, 2017
ESOP 2014 4,146 11,490 21st Oct 2021
ESOP 2016 33,778 41,290 21st Aug 2023
RSU 2016 7,083 11,194 21st Aug 2023
ESOP 2017 29,800 - 31st Oct 2024
RSU 2017 14,330 - 31st Oct 2024
Also refer details of the employee stock option plan are provided in Note 40.
b) Preference share capital
March 31, 2018 March 31, 2017
Authorised Preference share capital
4,00,000 (4,00,000) Cumulative convertible preference shares of ` 100 each 4.00 4.00
4,00,000 (4,00,000) Cumulative redeemable preference shares of ` 100 each 4.00 4.00
Total 8.00 8.00
Note:- The Company has not issued preference share capital.
19. Other equity

March 31, 2018 March 31, 2017
Capital reserves # #
Securities premium 8.30 3.13
General reserve 2,645.79 2,645.79
Share options outstanding account 6.74 3.90
Retained earnings 9,068.11 7,418.53
Total 11,728.94 10,071.35

Particulars For the year ended For the year ended

March 31, 2018 March 31, 2017
A. Capital Reserves
On shares forfeited (#` 4,250) # #
Share premium account on forfeited ## ##
shares reissued(##` 25,500)
B. Securities premium
Opening balance 3.13 0.87
Add : Premuim on equity shares issued @ 5.17 2.26
Closing balance 8.30 3.13
@ Addition in share premium account represents premium on equity shares under various schemes amounting to ` 2.66 crores (previous year ` 1.45 crore) and `
2.51 crore (Previous year ` 0.81 crore) transferred from share option outstanding account on 14,617 equity shares (Previous year 6,750 equity shares) issued and
alloted during the year under ESOP schemes. Also refer note 40.
C. General Reserve
General reserve at the beginning and end of the year 2,645.79 2,645.79
D. Share options outstanding account

Add: Net charge during the year 5.35 3.42
Less: Transferred to securities premium on issue of shares (2.51) (0.81)
Also Refer note 40.
E. Retained earnings
Opening balance 7,418.53 6,146.52
Add: Profit for the year 3,697.36 3,377.12
Other Comprhensive income arising from remeasurement of defined benefit (4.71) (14.08)
obligation net of income tax
Less: Appropriations
Final dividend for financial year 2016-17 [amount per share ` 30.0 (F.Y 2015-16 : ` 599.09 639.01
32.0)]
Interim dividend for financial year 2017-18 [amount per share ` 55.0 (F.Y 2016-17 : 1,098.41 1,098.33
` 55.0)]
Tax on dividend 345.57 353.69
Balance at end of year 9,068.11 7,418.53
In respect of the year ended March 31, 2018, the directors propose that a dividend of `40 per share be paid on fully paid equity shares.
This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as liability in
these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity
dividend to be paid is ` 963.05 crores (including dividend distribution tax thereon of ` 164.20 crores.)


20. Provisions
March 31, 2018 March 31, 2017
Non-current
Employee benefits (i)
Compensated absences 16.66 12.55
Other employee benefits 7.35 3.30
Sub-total (A) 24.01 15.85
Warranties (Refer note (ii) below) 90.93 59.45
Sub-total (B) 90.93 59.45
Total (A+B) 114.94 75.30
Current
Sub-total (A) 5.08 3.60
Sub-total (B) 54.71 35.41
Total (A+B) 59.79 39.01
(i) The provision for employee benefits includes sick leave and vested long term service reward.
(ii) Movement in warranties provisions
For the year ended For the year ended

March 31, 2018 March 31, 2017
Additions during the year 112.49 68.03
Amount utilised during the year (57.69) (55.31)
Unwinding of discount and effect of changes in the discount rate (4.02) 3.88
The provision for warranty claims represents the present value as best estimate of the future economic benefits that will be required
under the Company’s obligations for warranties. The estimated has been made on the basis of historical warranty trends and may vary
as a result of new materials, altered manufacturing processes or other events affecting product quality.
21. Deferred tax (assets)/ liabilities (net)

March 31, 2018 March 31, 2017
Deferred tax liabilities on
Property, plant and equipments & intangible assets 492.75 381.88
Financial assets carried at fair value through profit or loss 66.26 77.53
Others 18.67 17.38
Sub-total (A) 577.68 476.79
Less: Deferred tax assets on
Deferred revenue 43.88 47.62
Accrued expenses deductible on payment 10.09 6.66
Others 12.05 8.17
Sub-total (B) 66.02 62.45
Total (A-B) 511.66 414.34

Movement of Deferred tax (assets)/ liabilities

Particulars For the Year ended March 31, 2018
Opening Recognised in Recognised Closing
Balance profit and Loss in Other Balance
comprehensive
income
Property, plant and equipments and intangible assets 381.88 110.87 - 492.75
Financial assets carried at fair value through profit or 77.53 (11.27) - 66.26
loss
Others 17.38 1.29 - 18.66
Accrued expenses deductible on payment 6.66 3.43 - 10.09
Deferred revenue 47.62 (3.74) - 43.88
Remeasurement of Defined Benefit Obligations - (2.53) 2.53 -
Others 8.17 3.87 - 12.04
Deferred tax liabilities (net) 414.34 99.85 (2.53) 511.66
Particulars For the Year ended March 31, 2017

Opening Recognised in Recognised Closing
Balance profit and Loss in Other Balance
comprehensive
income
Property, plant and equipments and intangible assets 230.75 151.13 - 381.88
Financial assets carried at fair value through profit or 33.02 44.51 - 77.53
loss
Others 16.48 0.90 - 17.38
Deferred revenue 46.26 1.36 - 47.62
Remeasurement of Defined Benefit Obligations - (7.45) 7.45 -
Others 4.86 3.31 - 8.17
Deferred tax liabilities (net) 222.53 199.26 (7.45) 414.34
22. Trade payables
March 31, 2018 March 31, 2017
Total outstanding dues of micro enterprises and small enterprises - -
Dues to micro and small enterprises (refer note below)
Total outstanding dues of creditors other than micro enterprises and small enterprises
Other trade payables 3,318.81 3,247.27
Total 3,318.81 3,247.27


According to the records available with the Company, dues payable to entities that are classified as Micro and Small Enterprises under the
Micro, Small and Medium Enterprises Development Act, 2006 during the year is ` Nil (previous year ` Nil). Further no interest has been
paid or was payable to such parties under the said Act during the year.
23. Other financial liabilities

March 31, 2018 March 31, 2017
Current
Capital creditors 70.62 200.34
Security deposits dealers and others 57.65 62.44
Unclaimed dividend * 73.87 89.99
Total 202.14 352.77
* Does not include any amounts outstanding as at March 31, 2018 which are required to be credited to Investor Education and Protection Fund.
24. Other liabilities

March 31, 2018 March 31, 2017
Current
Statutory remittances (contributions to PF, ESIC, withholding taxes, GST, excise 268.80 106.43
duty, VAT, service tax, etc.)
Advance from customers 236.69 78.31
Others 3.05 4.81
Total 762.58 454.28
25. Revenue From Operations

March 31, 2018 March 31, 2017
(a) Sale of products (gross)
Two wheelers [includes excise duty of ` 641.33 crores (Previous year ` 2371.13 29,422.60 27,780.34
crores)]
[75,87,154 Nos. (previous year 66,64,240 Nos.)]
Spare parts 2,578.06 2,548.49
32,000.66 30,328.83
(b) Income from services
Dealers support services 23.82 27.34
Goodlife program for customers 47.71 51.59
Services - others 158.65 132.91
230.18 211.84
(c) Other operating revenue
Duty drawback and other incentives 27.77 21.85
Incentive from State Governments 550.15 266.43
Miscellaneous income 63.06 42.64
640.98 330.92
Total 32,871.82 30,871.59

26. Other Income

March 31, 2018 March 31, 2017
(a) Interest income on financial assets carried at amortised cost
Tax free bonds, debentures and other instruments classified as debt 24.89 36.48
Deposit with bank and others 129.28 120.41
(b) Dividend income
Dividend received on investments carried at fair value through profit or loss 70.56 37.98
Dividend income from trade investment in an associate company 5.75 3.83
(c) Profit on sale of investments* 216.09 137.85
(d) Gain on investments carried at fair value through profit or loss 74.53 179.25
(e) Other non-operating income
Exchange fluctuation 4.20 6.17
Profit on sale of property, plant and equipments 0.52 0.46
525.82 522.43
* After adjusting loss on sale of current investments aggregating ` 0.18 crores (previous year ` 0.05 crores)
27. Cost of materials consumed

March 31, 2018 March 31, 2017
Raw materials and components consumed:
Opening stock 422.45 388.73
Add: Purchase of raw materials and components 22,045.99 19,056.18
22,468.44 19,444.91
Less: closing stock 555.71 422.45
21,912.73 19,022.46
Less: Cash discount 54.94 48.35
Consumption of raw materials and components 21,857.79 18,974.11
Net consumption 21,857.79 18,974.11
28. Changes in inventory of finished goods and work-in-progress

March 31, 2018 March 31, 2017
(a) Opening stock
Work in progress 31.89 27.91
130.65 193.82
(b) Closing stock
153.80 130.65
Net (increase)/ decrease in inventory (23.15) 63.17


29. Employee benefit expenses

March 31, 2018 March 31, 2017
Salaries and wages 1,334.38 1,207.55
Contribution to provident and other funds 102.29 105.53
Employee stock compensation cost (refer note no 40) 5.35 3.42
Staff welfare expense 98.11 79.51
Total 1,540.13 1,396.01
EMPLOYEE BENEFIT PLANS

The details of various employee benefits provided to employees are as under:
A. Defined benefit, Contribution and other plans

March 31, 2018 March 31, 2017
a) Employer’s contribution to provident fund 58.96 52.72
b) Employer’s contribution to superannuation fund 18.07 18.72
c) Employer’s contribution to gratuity fund 20.58 31.07
d) Employer’s contribution to ESIC 4.68 3.02
102.29 105.53
B. Defined benefit plans:

In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined benefit plan. The gratuity plan
provides for a lump sum payment to the employees at the time of separation from the service on completion of vested year of
employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each financial year
based on which the Company contributes the ascertained liability to Life Insurance Corporation of India by whom the plan assets
are maintained.
These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate risk , longevity risk and
salary risk
Investment Risk The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using
a discount rate which is determined by reference to market yields at the end of the reporting period
on government bonds. Currently for the plan in India, it has a relatively balanced mix of investments in
government securities, and other debt instruments.
Interest Rate Risk The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields
fall, the defined benefit obligation will tend to increase
Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
mortality of plan participants both during and after their employment. An increase in the life expectancy of
the plan participants will increase the plan’s liability.
Salary Risk Higher than expected increases in salary will increase the defined benefit obligation
The present value of the defined benefit obligation, and the related current service cost, were measured using the projected unit
credit method.
The principal assumptions (demographic and financial) used for the purposes of the actuarial valuations were as follows :-

Gratuity Gratuity
As at As at
Principal assumptions: March 31, 2018 March 31, 2017
Discount rate 7.90% 7.20%
Future salary increase 6.00% p.a. for first year 6.00% p.a. for first two years
and 5% thereafter and 5% thereafter
Retirement age 58 years 58 years
Withdrawal rate Upto 30 years:3% Upto 30 years:3%
from 31 to 44 years:2% from 31 to 44 years:2%
After 44 years: 1% After 44 years: 1%
In service mortality Indian Assured Lives Indian Assured Lives
Mortality Ult. (2006-08) Mortality Ult. (2006-08)
Amounts recognized in statement of profit and loss in respect of this defined benefit plan are as follows :-

March 31, 2018 March 31, 2017
Gratuity Gratuity
Service cost:
Current service cost 13.34 10.76
Net Interest expense/(income) - (1.22)
Components of defined benefit costs recognized in profit or loss 13.34 9.54
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net interest expense) 0.90 0.81
Actuarial (gains)/ losses arising from changes in financial assumptions (11.10) 10.06
Actuarial (gains)/ losses arising from experience adjustments 17.44 10.66
Components of defined benefit costs recognized in other comprehensive 7.24 21.53
income
Total 20.58 31.07
The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans is as follows :
Particulars Gratuity Gratuity

As at As at
March 31, 2018 March 31, 2017
Present Value of funded defined benefit obligation 220.52 202.13
Fair value of plan assets 220.52 202.13
Net liability arising from defined benefit obligation - -
Movements in the present value of the defined benefit obligation are as follows :-

March 31, 2018 March 31, 2017
Gratuity Gratuity
Opening defined obligation 202.13 167.32
Current service cost 13.34 10.76
Interest cost 14.00 12.84
Remeasurement (gains)/losses:
Actuarial (gains)/ losses arising from changes in financial assumptions (11.10) 10.06
Actuarial (gains)/ losses arising from experience adjustments 17.44 10.66
Benefits paid (15.29) (9.51)
Closing defined benefit obligation 220.52 202.13


Movements in the fair value of the plan assets are as follows
Gratuity Gratuity
March 31, 2018 March 31, 2017
Opening fair value of plan assets 202.13 167.32
Interest income 14.00 14.06
Remeasurement gain/(loss):
Return on plan assets (excluding amounts included in net interest expense) (0.90) (0.81)
Contribution 20.58 31.07
Benefit paid (15.29) (9.51)
Closing fair value of plan assets 220.52 202.13
The Company makes annual contribution to Life Insurance Contribution (LIC). As LIC does not disclose the composition of its portfolio
investments, break-down of plan investments by investment type is not available to disclose.
Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The
sensitivity analysis below have been determined based on reasonable possible changes of the respective assumptions occurring at the
end of the year, while holding all other assumptions constant.
- If the discount rate is 50 basis points higher (lower), the defined benefit obligation would decrease by `7.33 crore (increase by ` 7.82
crore) ( as at March 31, 2017: Decrease by ` 7.27 crores (increase by ` 7.78crores).
- If the expected salary growth increases (decreases) by 0.5%, the defined benefit obligation would increase by `7.12 crores (decrease by
` 7.56 crores) ( as at March 31, 2017: increase by ` 7.89 crores (decrease by ` 7.44 crores)).
Sensitivities due to change in mortality rate and change in withdrawal rate are not material and hence impact of such change is not
calculated.
Sensitivity Analysis
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely
that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using
the projected unit credit method at the end of reporting year, which is same as that applied in calculating the defined benefit obligation
liability recognized in the balance sheet.
Asset-Liability Matching Study

There is no (deficit)/Surplus of liability and funds, hence asset liability matching study not performed.
Other disclosures
Maturity profile of defined benefit obligation
March 31, 2018 March 31, 2017
Average duration of the defined benefit obligation (in years) 9.03 years 9.4 years
The Company expects to make a contribution of ` 14.27 crore (as at March 31, 2017 ` 23.15 crore ) to the defined benefit plans during
the next financial year.

30. Finance costs

March 31, 2018 March 31, 2017
Interest expenses
On dealers security deposits 2.05 1.99
On others 0.18 0.18
Unwinding of discount on provisions 4.02 3.88
Total 6.25 6.05
31. Other Expenses

March 31, 2018 March 31, 2017
Stores and tools consumed 108.46 90.74
(Increase) / decrease of excise duty on finished goods - (7.37)
Packing, forwarding, freight etc. 1,126.10 958.41
Power and fuel 138.77 112.62
Rent 41.40 35.55
Lease rent 37.84 30.91
Repairs and maintenance
- Buildings 24.12 19.36
- Plant and machinery 100.35 94.48
- Others 7.39 7.40
Insurance charges 44.92 44.89
Rates and taxes 69.91 219.42
Royalty - 18.44
Advertisement and publicity 837.65 767.45
Donations 0.22 0.72
Expenditure on corporate social responsibility 84.34 85.14
Payment to auditors 1.28 2.23
Loss on sale of property, plant and equipments 9.10 9.08
Provision for doubtful debts 5.07 9.56
Doubtful debts written off - 6.70
Miscellaneous expenses 934.19 924.85
Total 3,575.53 3,432.36
Payment to auditors
March 31, 2018 March 31, 2017
a) As Statutory Audit
- Audit fee 0.65 0.92
- Audit fee for Internal Control Over Financial Reporting - 0.15
- Limited Review of unaudited financial results 0.45 0.72
- Other certifications 0.06 0.36
b) Tax audit fees 0.05 0.07
c) Out of pocket expenses 0.07 0.01
1.28 2.23


32. Income tax expense

(a) Income tax expense recognised in Statement of profit and loss

March 31, 2018 March 31, 2017
Current Tax:
In respect of the current year 1,446.95 1,082.08
Deferred Tax
In respect of the current year 99.85 199.26
Total income tax expense recognised in the statement of profit and loss 1,546.80 1,281.34
(b) Income tax on other comprehensive income

March 31, 2018 March 31, 2017
Deferred tax benefit
Arising on income and expenses recognised in other comprehensive
income:
Remeasurement of Defined Benefit Obligations (2.53) (7.45)
Total income tax expenses recognised in other comprehensive income (2.53) (7.45)
(c) The income tax expense for the year can be reconciled to the accounting profit as follows:

March 31, 2018 March 31, 2017
Income tax expense calculated at 34.608% (2016-17: 34.608%) 1,814.90 1,612.20
Effect of deduction under section 80IC of the Income tax Act, 1961 (190.68) (179.01)
Additional deduction on research and product development cost (42.06) (124.09)
Additional deduction for investment allowance under Section 32 AC of the - (28.94)
Income tax Act, 1961
Effect of income exempt/ taxed on lower rate (46.68) (30.68)
Others 11.33 31.86
Income tax expense recognised in statement of profit and loss 1,546.80 1,281.34
33. Earnings per share

March 31, 2018 March 31, 2017
Basic earnings per share (in `) 185.14 169.12
Diluted earnings per share (in `) 185.13 169.12
The earnings and weighted average number of equity shares used in the calculation
of basic/diluted earnings per share are as follows.
Profit for the year, per statement of profit and loss (` in crores) 3,697.36 3,377.12
Opening Balance 199,696,838 199,690,088
Effect of share options exercised 4,884 1,659
Weighted average number of equity shares for the purposes of basic earnings per 199,701,722 199,691,747
share (in Nos)
Effect of share options 11,794 -
Weighted average number of equity shares for the purposes of diluted earnings per 199,713,516 199,691,747
share (in Nos)
Impact of ESOP was anti dilutive for the year ended March 31, 2017

34. Contingent liabilities and commitments (to the extent not provided for)
March 31, 2018 March 31, 2017
a) Contingent liabiities
In respect of excise matters 104.14 104.47
The above matters are subject to legal proceedings in the ordinary course
of business. The legal proceeding when ultimately concluded will not, in the
opinion of management, have a material effect on the result of operations or the
financial position of the Company.
Additionally, the Company is involved in other disputes, lawsuits, claims,
governmental and/ or regulatory inspections, inquiries, investigations and
proceedings, including commercial matters that arise from time to time in the
ordinary course of business. The Company believes that none of these matters,
either individually or in aggregate, are expected to have any material adverse
effect on its financial statements.”
b) Commitments
Estimated amount of contracts remaining to be executed on capital account and 333.72 376.21
not provided for (Net of advances paid amounting to ` 192.59 crores (March 31,
2017 ` 215.79 crores)
35. The Company primarily operates in the automotive segment. The automotive segment includes all activities related to development,
design, manufacture, assembly and sale of vehicles, as well as sale of related parts and accessories.
The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the
Company’s performance, allocate resources based on the analysis of the various performance indicator of the Company as a single unit.
Therefore, based on the guiding principles given in Ind AS 108 on ‘Operating Segments’, the Company’s business activity fall within a
single operating segment, namely automotive segment . Accordingly, the disclosure requirements of Ind AS 108 are not applicable.
Entity wide disclosure details as per Ind AS 108 on Operating segments are given below:
Revenue from Operations Domestic Overseas Total
2017-18 32,134.18 737.64 32,871.82
2016-17 30,290.24 581.35 30,871.59
a) Domestic segment includes sales and services to customers located in India.

b) Overseas segment includes sales and services rendered to customers located outside India.
c) There are no material non-current assets located outside India.
d) There are no major individual customer whose revenue exceeds more than 10% of the entity’s revenue.
36. Related party disclosures under Ind AS 24

A. Parties in respect of which the Company is an associate
Bahadur Chand Investments Private Limited
Brijmohan Lall Om Prakash (Partnership firm)


B. Parties over which the Company has control

Subsidiaries
HMCL (NA) Inc., USA
HMCL Americas Inc. USA
HMCL Netherlands BV
HMC MM Auto Limited
Subsidiaries of HMCL Netherlands BV

- HMCL Colombia SAS
- HMCL Niloy Bangladesh Limited
Associate of the Company

Ather Energy Private Limited (w.e.f January 03, 2017)
C. Key management personnel and their relatives

Mr. Pawan Munjal - Chairman, Managing Director and CEO
Mr. Sunil Kant Munjal - Joint Managing Director (up to August 16, 2016)
Mr. Suman Kant Munjal - Director
Mr. Vikram Sitaram Kasbekar - Whole Time Director (w.e.f August 8, 2016 )
Mr. Ravi Sud - Chief Financial Officer (Upto March 31, 2017)
Mr. Niranjan Kumar Gupta - Chief Financial Officer (w.e.f April 1, 2017)
Mr. Ilam C. Kamboj - Company Secretary (upto April 02, 2016 )
Mrs. Neerja Sharma - Company Secretary (w.e.f August 8, 2016 )
Non Executive and Independent Directors

Mr. Pradeep Dinodia
Gen.(Retd) Ved Prakash Malik
Dr. Pritam Singh
Mr. M.Damodaran
Mr. Ravi Nath
Dr Anand C. Burman
Ms. Shobana Kamineni
Mr. Paul B. Edgerley
Enterprises over which key management personnel and their relatives are able to control:
A.G. Industries Private Limited, A.G Industries (Bawal) Private Limited, Rockman Industries Limited, Cosmic Kitchen Private Limited, Hero
Management Services Private Limited, Hero Mindmine Institute Private Limited, Hero Solar Energy Private Limited, BML Munjal University,
Serendepity Arts & Trust and Raman Kant Munjal Foundation
List of other related parties- Post employment benefit plan of the Company
Hero MotoCorp Limited Employees’ Gratuity Fund Trust
Hero MotoCorp Limited Employees’ Superannuation Fund Trust
Refer to Note 29 of information on transaction with the above mentioned post employment benefits plan.

Transactions with the above related parties:

March 31, 2018 March 31, 2017
a) Parties in respect of which the Company is an associate
Dividend paid
Brijmohan Lall Om Prakash (Partnership firm) 237.38 346.85
Bahadur Chand Investments Private Limited 339.52 193.03
b) Parties over which the Company has control
Investment in equity instruments during the year
Subsidiaries
HMCL Netherlands BV 70.44 50.79
HMC MM Auto Limited 3.00 6.60
Sales
HMCL Colombia SAS 51.52 65.21
HMCL Niloy Bangladesh Limited 377.43 5.90
Other operating revenues
HMCL Niloy Bangladesh Limited 10.49 -
Purchases of goods/property, plant and equipment
Expenses reimbursed
Balance outstanding at the year end

March 31, 2018 March 31, 2017
- Receivable
HMCL Niloy Bangladesh Limited 124.96 5.90
- Payable
c) Associate of the Company

March 31, 2018 March 31, 2017
Lease rental expenses 30.36 25.91
Dividend received 3.83 3.83
Dividend paid 0.01 0.01
Investment in equity instruments during the year 70.03 36.40
Expenses reimbursed 0.53 9.85
Rent received 0.05 0.05

March 31, 2018 March 31, 2017
- Payable
Hero FinCorp Limited 0.65 8.04


d) Key management personnel and their relative.

March 31, 2018 March 31, 2017
Managerial Remuneration/Sitting fees
Mr. Pawan Munjal 75.44 59.48
Mr. Sunil Kant Munjal - 22.02
Mr. Vikram Sitaram Kasbekar 6.25 2.28
Mr. Suman Kant Munjal 0.18 0.18
Mr. Ravi Sud - 6.93
Mr. Niranjan Kumar Gupta 2.63 -
Mrs Neerja Sharma 1.63 0.97
Mr. Ilam C. Kamboj - 1.74
Commission/Sitting fees to Non Executive and Independent Directors
Mr. Pradeep Dinodia 0.91 0.92
Gen.(Retd) Ved Prakash Malik 0.76 0.81
Dr. Pritam Singh 0.58 0.70
Mr. M.Damodaran 0.79 0.81
Mr. Ravi Nath 0.56 0.50
Dr Anand C. Burman 0.20 0.12
Ms. Shobana Kamineni 0.09 0.09
Mr. Paul B. Edgerley 0.08 0.17

March 31, 2018 March 31, 2017
- Payables (including commission) 55.07 66.23
Category-wise break up of compensation to key management personnel during the year is as follows:
March 31, 2018 March 31, 2017
Managerial remuneration*
Short-term benefits 84.20 91.24
Post-employment benefits 1.51 2.13
Share-based payments 0.24 0.04
* Does not include provisions for incremental gratuity and leave encashment liabilities, since the provisions are based on actuarial valuations for the Company as
a whole.
e) Enterprises over which key management personnel and their relatives are able to exercise control

March 31, 2018 March 31, 2017
Purchase of raw materials and components etc. 2,878.43 2,488.57
Purchase of property, plant & equipment 22.08 36.38
Payment towards services etc. 3.30 2.09
Expenditure towards Corporate Social Responsibility (CSR) 33.99 35.36
Balance outstanding as at the year end
March 31, 2018 March 31, 2017
- Payables 351.85 269.38

Significant related party transactions included in the above are as under :-

March 31, 2018 March 31, 2017
Purchase of raw materials and components etc.
A .G. Industries Private Limited 706.88 520.43
Rockman Industries Limited 1,924.44 1,793.70
Purchase of property, plant & equipment
Rockman Industries Limited 16.20 23.76
A.G. Industries Private Limited 0.21 0.50
Hero Solar Energy Private Limited 5.67 12.12
Payment for services etc.
Hero Management Services Private Limited 0.35 0.52
Hero Mindmine Institute Private Limited 1.80 1.57
Hero Solar Energy Private Limited 0.52 -
Rockman Industries Limited 0.62 -
CSR
Raman Kant Munjal Foundation 6.86 1.45
BML Munjal University 22.40 33.67
Serendepity Arts & Trust 4.73 0.24
Significant closing balances of related parties are as under :-
March 31, 2018 March 31, 2017
- Payables
37. Disclosure in respect of operating leases:

The Company has entered into operating lease agreements for premises, motor vehicles, dies and data processing machines. These lease
arrangements are cancellable in nature and range between two to four years. The aggregate lease rentals under these arrangements
amounting to ` 79.24 crores (previous year ` 66.46 crores) have been charged under “Lease rentals” and “ Rent” in Note 31. Future lease
payments under operating leases non cancellable in nature is as follows:-
March 31, 2018 March 31, 2017
Not later than one year 0.43 10.99
Later than one year and not later than five years 1.73 1.73
Later than five years 31.82 32.25


38. Information pursuant to clause 3 (vii) (b) of the Companies (Auditor’s Report) Order, 2016 in respect of disputed dues, not deposited as
at March 31, 2018, pending with various authorities:
Name of Statute Nature of Amount* Amount paid Period to which the Forum where
Dues (` in crores) (` in crores) Amount Relates Dispute is Pending
Central Excise Law Excise duty 691.57 320.88 2008-09 to 2013-14 Supreme Court
1.61 0.01 2014-15 to 2015-16 Commissioner
Appeal
870.47 415.58 2002-03 to 2017-18 CESTAT
Service Tax 0.89 0.45 2004-05 to 2005-06 Supreme Court
234.43 24.99 2004-05 to 2011-12 CESTAT
Income Tax Act, 1961 Income-tax 7342.99 528.44 2008-09, 2011-12 to Income Tax Appellant
2012-13 Tribunal
715.59 - 2004-05, 2009-10, Commissioner of
2013-14 Income Tax (Appeals)
* Amount as per demand orders including interest and penalty wherever indicated in the order and excludes disputed dues fully paid.
The following matters have been decided in favour of the Company but the department has preferred appeals at higher levels:
Name of Statute Nature of Amount Amount Period to which the Amount Forum where Dispute is
Dues (` in paid as per Relates Pending
crores) stay order/
mandatory
deposit
Central Excise Law Excise duty 8.17 - 2002-03 to 2004-05 Supreme Court
85.66 41.44 2009-10 to 2010-11, 2013-14 CESTAT
Income Tax Act, 1961 Income- 4947.77 - 1987-88, 1989-90, 1992-93, High Court
tax 1993-94, 1995-96, 1996-97,
1997-98, 1998-99, 2000-01,
2006-07, 2009-10 and 2010-11
72.00 - 2001-02, 2003-04, 2004-05, Income Tax Appellate Tribunal
2005-06 and 2007-08
39. Research and development expenses :

Expenses charged to revenue account

March 31, 2018 March 31, 2017
Raw material consumption 1.93 1.42
Consumables 3.16 1.68
Employee benefits 152.95 117.07
Depreciation and amortisation 77.59 49.00
Others* 131.08 255.54
Total 366.72 424.71
* Includes intangible asset under development amounting to ` 16.24 crores (previous year `161.74 crores) expensed off during the year.

Capital expenditure For the year ended For the year ended
March 31, 2018 March 31, 2017
Building 7.43 61.28
Equipments 32.33 132.85
Furniture and fixtures 1.62 5.57
Software 2.31 3.49
Vehicles 6.10 4.65
Data processing equipments 6.34 4.57
56.13 212.41
Capital work in progress 70.66 63.97
Total 126.79 276.38
40. Share-based payments

Employee Stock Option Plan
The Employee Stock Options Scheme titled “Employee Incentive Scheme 2014 - Options and Restricted Stock Unit” hereafter referred
to as “Employee Incentive Scheme 2014” or “the Scheme” was approved by the shareholders of the Company through postal ballot on
September 22, 2014. The Scheme covered 49,90,000 options/ restricted units for 49,90,000 equity shares. The Scheme allows the issue of
options/restricted stock units (RSU) to employees of the Company which are convertible to one equity share of the Company. As per the
Scheme, the Nomination and Remuneration Committee grants the options/RSU to the employees deemed eligible. The options and RSU
granted vest over a period of 4 and 3 years respectively from the date of the grant in proportions specified in the respective ESOP Plans.
Options/RSU may be exercised by the employees after vesting period within 7 years from the date of grant. The fair value as on the date
of the grant of the options/RSU, representing Stock compensation charge, is expensed over the vesting period.
Details of the Stock Option/ RSU issued under the Scheme

Plan Number of Grant date Expiry Exercise Price Weighted Average Fair value
Options/ date ` of the Options at grant date
RSU `
ESOP 2014 23,110 22-Oct-14 21-Oct-21 2,159 1,228
ESOP 2016 41,290 22-Aug-16 21-Aug-23 2,469 1,324
RSU 2016 11,194 22-Aug-16 21-Aug-23 2 3,290
ESOP 2017 29,800 31-Oct-17 31-Oct-24 2,818 1,615
RSU 2017 15,769 31-Oct-17 31-Oct-24 2 3,663
Fair value of share options/ RSU granted during the year

The fair value of options/RSU granted is estimated using the Black Scholes Option Pricing Model after applying the key assumption which
are tabulated below.The expected volatility has been calculated using the daily stock returns on NSE, based on expected life options/
RSU of each vest.The expected life of share option is based on historical data and current expectation and not necessarily indicative of
exercise pattern that may occur.
Inputs in to the pricing model Option Plan

ESOP 2017 RSU 2017
Weighted Average Fair value of option/RSU 1,615 3,663
Weighted Average share price 3,850 3,850
Exercise price 2,818 2
Expected volatility 23.98% 107.92%
Option life 7 Years 7 Years
Dividend yield 2.56% 2.56%
Risk-free interest rate 6.42% 6.42%


Movements in share options during the year

March 31, 2018 March 31, 2017
Number of Weighted Number of Weighted
options average options average
exercise price exercise price
` `
Outstanding at the beginning of the year 52,780 2,159 18,776 2,159
Granted during the year 29,800 2,818 41,290 2,469
Forfeited during the year 3,598 2,193 536 2,159
Exercised during the year 11,258 2,355 6,750 2,159
Outstanding at the end of year 67,724 2,604 52,780 2,402
Exercisable at the end of year 1,290 2,469 960 2,159
Movements in RSU during the year
Number of Weighted Number of Weighted

RSU average RSU average
` `
Outstanding at the beginning of the year 11,194 2 - -
Granted during the year 15,769 2 11,194 2.00
Forfeited during the year 2,191 2 - -
Exercised during the year 3,359 2 - -
Outstanding at the end of year 21,413 2 11,194 2.00
Exercisable at the end of year - - - -
Share options exercised during the year
Option Plan No. of options exercised Weighted Share price at

exercise date `
ESOP 2014 4,146 3,853
ESOP 2016 7,112 3,796
RSU 2016 3,359 3,590
Share options/RSU outstanding at end of the year
Options/ RSU Options Options Remaining Remaining Exercise Price

Plans outstanding as at outstanding as at contractual life (in contractual life (in `
March 31, 2018 March 31, 2017 Years) as on Years) as on
March 31, 2018 March 31, 2017
ESOP 2014 4,146 11,490 3.56 4.56 2,159
ESOP 2016 33,778 41,290 5.39 6.39 2,469
RSU 2016 7,083 11,194 5.39 6.39 2
ESOP 2017 29,800 - 6.59 - 2,818
RSU 2017 14,330 - 6.59 - 2
89,137 63,974
During the the year ended March 31, 2018, the Company recorded an employee stock compensation expense of `5.35 crores ( previous
year ` 3.42 crore) in the Statement of Profit and Loss.

41. Financial instruments

41.1 Capital Management
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return
to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and
deployment of surplus funds into various investment options. The Company does not have debts and meets its capital requirement
through equity.
The Company is not subject to any externally imposed capital requirements
The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board
considers the cost of capital and the risks associated with the movement in the working capital.
The following table summarizes the capital of the Company:
As at As at
March 31, 2018 March 31, 2017
Share capital 39.94 39.94
Equity reserves 11,728.94 10,071.35
Total Equity 11,768.88 10,111.29
Categories of financial instruments
As at As at
March 31, 2018 March 31, 2017
Financial assets
Financial assets at fair value through profit or loss
Non-current
Investments 651.08 236.06
Current
Investments 5,591.12 4,419.80
Derivative instruments carried at fair value - 4.42
Financial assets at amortised cost
Non-current
Loans 45.68 48.36
Current
Investments - 121.05
Trade receivables 1,520.18 1,561.87
Cash and bank balances 141.34 136.73
Loans 27.56 24.18
Others 539.37 144.95
Total 8,783.75 6,958.30
Financial liabilities at amortised cost
Current
Trade payables 3,318.81 3,247.27
Other financial liabilities 202.14 352.77
Total 3,520.95 3,600.04


41.2 Fair value measurements
The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation
techniques:
The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:
Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical
assets or liabilities.
Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data
(unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither
supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
Fair value of the Company’s financial assets that are measured at fair value on a recurring basis:
There are certain Company’s financial assets which are measured at fair value at the end of each reporting period. Following table gives
information about how the fair values of these financial assets are determined:
Fair value as at March 31, 2017

Level 1 Level 2 Level 3
Non-current
Investments in mutual funds - 212.33 -
Investments in equity instruments 13.73 - 10.00
Current
Investments in mutual funds 4,257.25 162.65 -
Derivative instruments carried at fair value 2.79

Non-current
Investments in equity instruments 5.31 - -
Current
Fair value of the Company’s financial assets that are not measured at fair value (but fair value disclosures are required)
Except as detailed out in the following table, the management considers that the carrying amounts of financial assets and financial
liabilities recognised in the standalone financial instruments approximate their fair values:

March 31, 2018 March 31, 2017

Carrying amount Fair value Carrying amount Fair value
Non-current
Investments in bonds 267.41 273.71 260.88 274.38
Current
Investments in bonds - - 121.05 123.08
Fair value hierarchy

March 31, 2018 March 31, 2017
Level 2 Level 2
Non-current
Investments in bonds 273.71 274.38
Current
Investments in bonds - 123.08
The fair value of the financial assets and financial liabilities are included at the amount that would be received to sell an asset and paid
to transfer a liability in an orderly transaction between the market participants. The following methods and assumptions were used to
estimate the fair values:
- Investments traded in active markets are determined by reference to quotes from the financial institutions-: Net asset value (NAV) for
investments in mutual funds declared by mutual fund house, quoted price of equity shares in the stock exchange etc.
- The fair value of bonds is based on quoted prices and market observable inputs.
- Trade receivables, cash & cash equivalents, other bank balances, loans, other current financial assets, trade payables and other
current financial liabilities: Approximate their carrying amounts largely due to short-term maturities of these instruments.
- Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations
in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not
necessarily indicative of all the amounts that the Company could have realized or paid in sale transactions as of respective dates.
As such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts
reported at each year end.
- There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31, 2018 and March 31, 2017
41.3 Financial risk management objectives and Policies
Financial risk management objectives
The Company’s Corporate Treasury function monitors and manages the financial risks relating to the operations of the Company.
These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Company seeks to minimise the effects of these risks by using derivative financial instruments, diversification of investments, credit
limit to exposures, etc., to hedge risk exposures. The use of financial instruments is governed by the Company’s policies on foreign
exchange risk and the investment. The Company does not enter into or trade financial instruments, including derivative financial
instruments, for speculative purposes.
Market risk
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the
price of a financial instrument. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange
rates and interest rates risk/ liquidity which impact returns on investments. The Company enters into derivative financial instruments
to manage its exposure to foreign currency risk including export receivables and import payables. Future specific market movements
cannot be normally predicted with reasonable accuracy.


Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting period are as follows.
In Millions
Foreign currency exposure as at March 31, 2017 USD EURO JPY
Trade Receivable 14.91 - -
Trade Payables 1.77 - -
Forward cover-Sell 11.00 - -
Forward cover-Bought 2.00 - -

In Millions
Trade Receivable 28.98 - -
Trade Payables 15.13 - 646.92
Foreign currency sensitivity

The following table details the Company’s sensitivity to a 5% increase and decrease in the ` against the relevant foreign currencies. (+)(-)5%
is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A
positive number below indicates an increase in profit or equity where the ` strengthens (+)(-)5% against the relevant currency. For a 5%
weakening of the ` against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below
would be positive or negative.
Currency 2017-18 2016-17

5% increase 5% decrease 5% increase 5% decrease
Receivable- USD 9.39 (9.39) 4.84 (4.84)
Payable
USD (4.90) 4.90 (0.57) 0.57
JPY (1.97) 1.97
Forward cover-Sold - - (3.57) 3.57
Forward cover-Bought - - 0.65 (0.65)
Impact on profit or loss as at the end of the 2.52 (2.52) 1.35 (1.35)
reporting period
Impact on total equity as at the end of the 1.64 (1.64) 0.88 (0.88)
reporting period
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the
end of the reporting period does not reflect the exposure during the year/ in future years.
Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The
Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from

defaults. The Company’s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and
spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the
management of the Company. Financial instruments that are subject to concentrations of credit risk, principally consist of balance with
banks, investments in debt instruments/ bonds, trade receivables, loans and advances and derivative financial instruments. None of the
financial instruments of the Company result in material concentrations of credit risks.
The Company write off the receivables in case of certainity of irrecoverability.
Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired,
there were no indication of default in repayment as at the year end.
The age analysis of trade receivables as of the balance sheet date have been considered from the due date and disclosed in the note no.
15 above.
The Company has used a practical expedient and analysed the recoverable amount of receivables on an individual basis by computing
the expected loss allowance for financial assets based on historical credit loss experience and adjustments for forward looking
informations.
Movement in the expected credit loss allowance of financial assets

March 31, 2018 March 31, 2017
Balance at beginning of the year 23.61 14.05
Add: Provided during the year 5.07 9.57
Less: Amounts written off - 0.01
Balance at the end of the year 28.68 23.61
Other price risks including interest rate risk

The Company has deployed its surplus funds into various financial instruments including units of mutual funds, bonds/ debentures, etc.
The Company is exposed to NAV (net asset value) price risks arising from investments in these funds. The value of these investments is
impacted by movements in interest rates , liquidity and credit quality of underlying securities.
NAV price sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to NAV price risks at the end of the reporting period. If NAV
prices had been 1% higher/lower:
• profit for the year ended March 31, 2018 would increase/decrease by ` 62.37 Crores (for the year ended March 31, 2017 ` 31.23
crores).
Liquidity risk
Liquidity risk represents the inability of the Company to meet its financial obligations within stipulated time. To mitigate this risk, the
Company maintains sufficient liquidity by way of readily convertible instruments and working capital limits from banks.
Maturity profile of financial liabilities:

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date.


Particulars As at March 31, 2018 As at March 31, 2017

Less than 1 year Total Less than 1 year Total
Current
(i) Trade payables 3,318.81 3,318.81 3,247.27 3,247.27
(ii) Other financial liabilities 202.14 202.14 352.77 352.77
The surplus funds with the Company and operational cash flows will be sufficient to dispose the financial liabilities with in the maturity
period.
42. Expenditure on Corporate Social Responsibility (CSR)

March 31, 2018 March 31, 2017
(a) Gross amount required to be spent 82.60 70.62
(b) Amount spent for the purposes other than Construction/acquisition of assets in the 84.34 85.14
Company
43. The Company’s borrowing facilities, comprising fund based and non-fund based limits from various bankers, are secured by way of
hypothecation of inventories, receivables, movable assets and other current assets.
44. The financial statements were approved for issue by the board of directors on May 02, 2018.
45. Information pursuant to G.S.R. 308 ( E) dated 30 March 2017 issued by Ministry of corporate affairs:
Particulars SBNs* Other Total
denomination
notes
Closing cash in hand as on 8.11.2016 1,321,000 816,043 2,137,043
(+) Permitted receipts - 4,280,296 4,280,296
(-) Permitted payments - 4,272,924 4,272,924
(-) Amount deposited in Banks 1,321,000 1,000 1,322,000
Closing cash in hand as on 30.12.2016 - 822,415 822,415
* For the purpose of this disclosure, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the
Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November,
2016. The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016
has not been made since the requirement does not pertain to financial year ended 31 March 2018. Corresponding amounts as
appearing in the audited financial statements for the year ended 31 March 2017 have been disclosed.

INDEPENDENT AUDITOR’S REPORT
To the Members of Hero MotoCorp Limited statements are free from material misstatement.
Report on the Audit of Consolidated Ind AS FinancialStatements An audit involves performing procedures to obtain audit evidence about
We have audited the accompanying consolidated Ind AS financial the amounts and the disclosures in the consolidated financial statements.
statements of Hero MotoCorp Limited (hereinafter referred to as “the The procedures selected depend on the auditor’s judgment, including
Holding Company”) and its subsidiaries (the Holding Company and its the assessment of the risks of material misstatement of the consolidated
subsidiaries together referred to as “the Group”) and its associates, which financial statements, whether due to fraud or error. In making those risk
comprise the Consolidated Balance Sheet as at 31 March 2018, the assessments, the auditor considers internal financial control relevant to the
Consolidated Statement of Profit and Loss, the Consolidated Statement of Holding Company’s preparation of the consolidated financial statements
Changes in Equity and the Consolidated Cash Flow Statement, for the year that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
then ended, including a summary of significant accounting policies and
appropriateness of the accounting policies used and the reasonableness
other explanatory information (hereinafter referred to as “the consolidated
of the accounting estimates made, as well as evaluating the overall
financial statements”).
presentation of the consolidated financial statements.
Management’s Responsibility for the Consolidated Ind AS
We are also responsible to conclude on the appropriateness of
Financial Statements
management’s use of the going concern basis of accounting and, based on
The Holding Company’s Board of Directors is responsible for the the audit evidence obtained, whether a material uncertainty exists related
preparation of these consolidated financial statements in terms of the to events or conditions that may cast significant doubt on the ability of the
requirements of the Companies Act, 2013 (hereinafter referred to as “the Group and of its associates, to continue as a going concern. If we conclude
Act”) that give a true and fair view of the consolidated state of affairs, that a material uncertainty exists, we are required to draw attention in the
the consolidated profit/ loss and other comprehensive income, the auditor’s report to the related disclosures in the consolidated financial
consolidated statement of changes in equity and the consolidated cash statements or, if such disclosures are inadequate, to modify our opinion.
flows of the Group including share from its associates in accordance Our conclusions are based on the audit evidence obtained up to the date
with the accounting principles generally accepted in India, including the of our auditor’s report. However, future events or conditions may cause the
Indian Accounting Standards (Ind AS) specified under section 133 of the Group and its associates to cease to continue as a going concern.
Act. The respective Board of Directors of the companies included in the
Group and of its associates are responsible for maintenance of adequate We believe that the audit evidence obtained by us and the audit evidence
accounting records in accordance with the provisions of the Act for obtained by the other auditors in terms of their reports referred to in
safeguarding the assets of the Group and its associates for preventing and sub-paragraph 2 of the Other Matters paragraph below, is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated
detecting frauds and other irregularities; the selection and application
financial statements.
of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation and Opinion
maintenance of adequate internal financial controls that were operating In our opinion and to the best of our information and according to the
effectively for ensuring the accuracy and completeness of the accounting explanations given to us and based on the consideration of reports of
records, relevant to the preparation and presentation of the consolidated other auditors on separate financial statements and on the other financial
financial statements that give a true and fair view and are free from material information of the subsidiaries and associates, the aforesaid consolidated
misstatement, whether due to fraud or error, which have been used for financial statements give the information required by the Act in the
the purpose of preparation of the consolidated financial statements by the manner so required and give a true and fair view in conformity with the
Directors of the Holding Company, as aforesaid. accounting principles generally accepted in India, of the consolidated state
In preparing the consolidated financial statements, the respective Board of of affairs of the Group andits associates as at 31 March 2018, and their
Directors of the companies included in the Group and of its associatesare consolidated profit and other comprehensive income, the consolidated
responsible for assessing the ability of the Group and of its associates, to statement of changes in equity and the consolidated cash flows for the
continue as a going concern, disclosing, as applicable, matters related to year ended on that date.
going concern and using the going concern basis of accounting unless Other Matters
management either intends to liquidate the Group or to cease operations,
1. The comparative consolidated financial statements of the holding
or has no realistic alternative but to do so.
Company for the year ended 31 March 2017 were audited by
Auditor’s Responsibility another auditor who expressed an unmodified opinion on those
statements on 10 May 2017.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit. While conducting the audit, we have 2. We did not audit the financial statements of five subsidiaries,
taken into account the provisions of the Act, the accounting and auditing namely HMCL Niloy Bangladesh Limited, HMCL Americas, Inc.,
standards and matters which are required to be included in the audit HMCL Colombia S.A.S., HMCL Netherlands B.V., HMCL (NA) Inc.,
report under the provisions of the Act and the Rules made thereunder. whose financial statements reflect total assets of ` 622.87 crores
as at 31 March 2018, total revenues of ` 664.97 crores and net cash
We conducted our audit in accordance with the Standards on Auditing
inflows amounting to ` 37.59 crores for the year ended on that
specified under Section 143(10) of the Act. Those Standards require that
date, as considered in the consolidated financial statements. The
we comply with ethical requirements and plan and perform the audit to
consolidated financial statements also include the Group’s share
obtain reasonable assurance about whether the consolidated financial
of net profit of ` 24.20 crores and other comprehensive income of

` 0.27 crores for the year ended 31 March, 2018, as considered in comply with the Indian Accounting Standards specified
the consolidated financial statements, in respect of two associates, under section 133 of the Act;
namely At her Energy Private Limited and Hero FinCorp Limited,
e) On the basis of the written representations received from the
whose financial statements have not been audited by us. These
directors of the Holding Company as on 31 March 2018 taken
financial statements have been audited by other auditors whose
on record by the Board of Directors of the Holding Company
reports have been furnished to us by the Management and our
and the reports of the statutory auditors of its subsidiary
opinion on the consolidated financial statements, in so far as it
company and associate companies, which are incorporated
relates to the amounts and disclosures included in respect of these
in India, none of the directors of the Group companies and its
subsidiaries and associates and our report in terms of sub-section
associate companies incorporated in India is disqualified as on
(3) of Section 143 of the Act, in so far as it relates to the aforesaid
31 March 2018 from being appointed as a director in terms of
subsidiaries and associates is based solely on the reports of the other
Section 164(2) of the Act;
auditors.
f ) With respect to the adequacy of the internal financial
Certain of these subsidiariesare located outside India whose financial
controls with reference to financial statements of the
statements and other financial information have been prepared
Holding Company, its subsidiary company and associate
in accordance with accounting principles generally accepted in
companies which are incorporated in India and the operating
their respective countries and which have been audited by other
effectiveness of such controls, refer to our separate Report in
auditors under generally accepted auditing standards applicable
“Annexure A”; and
in their respective countries. The Holding Company’s management
has converted the financial statements of such subsidiaries located g) With respect to the other matters to be included in the
outside India from accounting principles generally accepted in their Auditor’s Report in accordance with Rule 11 of the Companies
respective countries to accounting principles generally accepted in (Audit and Auditor’s) Rules, 2014, in our opinion and to the
India. We have audited these conversion adjustments made by the best of our information and according to the explanations
Holding Company’s management. Our opinion in so far as it relates given to us and based on the consideration of the report of
to the balances and affairs of such subsidiaries located outside the other auditors on separate financial statements as also the
India is based on the report of other auditors and the conversion other financial information of the subsidiaries and associates,
adjustments prepared by the management of the Holding Company as noted in the ‘other matters’ paragraph:
and audited by us.
i. The consolidated financial statements disclose the impact of
Our opinion above on the consolidated financial statements, and pending litigations on the consolidated financial position of
our report on Other Legal and Regulatory Requirements below, is the Group and its associates. Refer Note 36 to the consolidated
not modified in respect of the above matters with respect to our financial statements;
reliance on the work done and the reports of the other auditors.
ii. According to the information and explanation given to us, the
Report on Other Legal and Regulatory Requirements Group and its associates did not have any material foreseeable
1. As required by Section 143(3) of the Act, based on our audit and on losses on long-term contracts including derivative contracts
the consideration of report of the other auditors on separate financial during the year ended 31 March 2018.
statements and the other financial information of subsidiaries and iii. According to the information and explanation given to us,
associates, as noted in the ‘other matters’ paragraph, we report, to the there has been no delay in transferring amounts to the Investor
extent applicable, that: Education and Protection Fund by the Holding Company and
a) We have sought and obtained all the information and its subsidiary companies and associate companies which are
explanations which to the best of our knowledge and belief incorporated in India during the year ended 31 March 2018.
were necessary for the purposes of our audit of the aforesaid iv. The disclosures in the consolidated financial statements
consolidated financial statements; regarding holdings as well as dealings in specified bank notes
b) In our opinion, proper books of account as required by law during the period from 8 November 2016 to 30 December
relating to preparation of the aforesaid consolidated financial 2016 have not been made since they do not pertain to the
statements have been kept so far as it appears from our financial year ended 31 March 2018. However amounts as
examination of those books and the reports of the other appearing in the audited consolidated financial statements
auditors; for the period ended 31 March 2017 have been disclosed.
c) The Consolidated Balance Sheet, the Consolidated Statement For B S R & Co. LLP
of Profit and Loss, the Consolidated Statement of Changes in Chartered Accountants
Equity and the Consolidated Cash Flow Statement dealt with Firm registration No.: 101248W/W-100022
by this Report are in agreement with the relevant books of
account maintained for the purpose of preparation of the
consolidated financial statements; Jiten Chopra
Place: New Delhi Partner
d) In our opinion, the aforesaid consolidated financial statements Date: 02 May 2018 Membership No. : 092894

Annexure A to the Independent Auditor’s Report
of even date on the consolidated Ind AS Financial Statements of Hero MotoCorp Limited for the year ended 31 March 2018
Report on the Internal Financial Controls under Clause (i) of with reference to consolidated financial statements and their
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the operating effectiveness. Our audit of internal financial controls with
Act”) reference to consolidated financial statements included obtaining
an understanding of internal financial controls with reference to
In conjunction with our audit of the consolidated Ind AS financial consolidated financial statements, assessing the risk that a material
statements of the Group as of and for the year ended 31 March weakness exists, and testing and evaluating the design and
2018, we have audited the internal financial controls with operating effectiveness of internal control based on the assessed
reference to consolidated financial statements of Hero MotoCorp risk. The procedures selected depend on the auditor’s judgment,
Limited (hereinafter referred to as “the Holding Company”) and its including the assessment of the risks of material misstatement of the
subsidiary company, its associate companies, which are companies financial statements, whether due to fraud or error.
incorporated in India, as of date.
We believe that the audit evidence we have obtained and the audit
Management’s Responsibility for Internal Financial Controls evidence obtained by the other auditors in terms of their reports
The respective Board of Directors of the Holding company, referred to in the Other Matters paragraph below, is sufficient
its subsidiary company, its associate companies, which are and appropriate to provide a basis for our audit opinion on the
companies incorporated in India, are responsible for establishing Company’s internal financial controls system with reference to
and maintaining internal financial controls based on the internal consolidated financial statements.
controls with reference to consolidated financial statements criteria
established by the Company considering the essential components Meaning of Internal Financial Controls with reference to
of internal control stated in the Guidance Note on Audit of Internal consolidated financial statements
Financial Controls Over Financial Reporting (“Guidance Note”) A company’s internal financial controls with reference to
issued by the Institute of Chartered Accountants of India (“ICAI”). consolidated financial statements is a process designed to provide
These responsibilities include the design, implementation and reasonable assurance regarding the reliability of financial reporting
maintenance of adequate internal financial controls that were and the preparation of Ind AS financial statements for external
operating effectively for ensuring the orderly and efficient conduct purposes in accordance with generally accepted accounting
of its business, including adherence to the respective company’s principles. A company’s internal financial controls with reference
policies, the safeguarding of its assets, the prevention and detection to consolidated financial statements includes those policies and
of frauds and errors, the accuracy and completeness of the procedures that (1) pertain to the maintenance of records that, in
accounting records, and the timely preparation of reliable financial reasonable detail, accurately and fairly reflect the transactions and
information, as required under the Companies Act, 2013. dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
Auditor’s Responsibility preparation of Ind AS financial statements in accordance with
Our responsibility is to express an opinion on the Holding Company, generally accepted accounting principles, and that receipts and
its subsidiary company and its associate companies, which are expenditures of the Company are being made only in accordance
incorporated in India, internal financial controls with reference to with authorisations of management and directors of the Company;
consolidated financial statements based on our audit. We conducted and (3) provide reasonable assurance regarding prevention or
our audit in accordance with the Guidance Note and the Standards timely detection of un authorised acquisition, use, or disposition
on Auditing issued by ICAI and deemed to be prescribed under of the Company’s assets that could have a material effect on the
section 143(10) of the Companies Act, 2013, to the extent applicable financial statements.
to an audit of internal financial controls, both issued by the ICAI.
Those Standards and the Guidance Note require that we comply Inherent Limitations of Internal Financial Controls with
with ethical requirements and plan and perform the audit to obtain reference to consolidated financial statements
reasonable assurance about whether adequate internal financial Because of the inherent limitations of internal financial controls
controls with reference to consolidated financial statements was with reference to consolidated financial statements, including the
established and maintained and if such controls operated effectively possibility of collusion or improper management override of controls,
in all material respects. material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial
Our audit involves performing procedures to obtain audit evidence controls with reference to consolidated financial statements to future
about the adequacy of the internal financial controls system periods are subject to the risk that the internal financial controls

with reference to consolidated financial statements may become Other Matters

inadequate because of changes in conditions, or that the degree of Our aforesaid reports under Section 143(3)(i) of the Act on the
compliance with the policies or procedures may deteriorate. adequacy and operating effectiveness of the internal financial
controls with reference to consolidated financial statements in so far
Opinion
as it relates to subsidiary company, and associate companies, which
In our opinion, the Holding Company, its subsidiary company and are companies incorporated in India, is based on the corresponding
its associate companies, which are companies incorporated in reports of the auditors of such companies incorporated in India
India, have, in all material respects, an adequate internal financial
controls system with reference to consolidated financial statements
and such internal financial controls with reference to consolidated For B S R & Co. LLP
financial statements were operating effectively as at 31 March Chartered Accountants
2018, based on the internal control with reference to consolidated Firm registration No.: 101248W/W-100022
financial statements criteria established by the Holding Company,
its subsidiary company and its associate companies, which are
incorporated in India, considering the essential components of Jiten Chopra
internal control stated in the Guidance Note on Audit of Internal Place: New Delhi Partner
Financial Controls Over Financial Reporting issued by the ICAI.. Date: 02 May 2018 Membership No.: 092894

CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2018
Particulars Note As at As at
March 31, 2018 March 31, 2017
ASSETS
Non-current assets
(a) Property, plant and equipment 5 4,771.39 4,495.03
(b) Capital work-in-progress 6 239.02 386.50
(c) Intangible assets 7 189.57 103.82
(d) Intangible assets under development 8 116.46 194.46
(e) Equity accounted investments in associates 9A 1,159.63 1,025.37
(f ) Financial assets
(i) Investments 9B 918.49 496.94
(ii) Loans 10 45.85 48.52
(g) Income tax assets (net) 12 394.51 332.50
(h) Other non-current assets 13 559.58 658.35
Total Non - Current Assets 8,394.50 7,741.49
Current assets
(a) Inventories 14 962.68 708.58
(b) Financial assets
(i) Investments 9B 5,591.12 4,544.06
(ii) Trade receivables 15 1,426.97 1,551.75
(iii) Cash and cash equivalents 16 130.61 74.06
(iv) Bank balances other than (iii) above 17 106.96 121.33
(v) Loans 10 28.50 24.93
(vi) Others 11 543.28 145.02
(c) Other current assets 13 212.11 400.78
Total Current Assets 9,002.23 7,570.51
Total Assets 17,396.73 15,312.00
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 18(a) 39.94 39.94
(b) Other equity 19 11,931.52 10,275.57
Total Equity attributable to owners of the Company 11,971.46 10,315.51
Non-controlling interests 20 93.21 67.38
Total Equity 12,064.67 10,382.89
LIABILITIES
Non-current liabilities
Borrowings 21 149.63 207.90
(b) Provisions 22 119.18 75.62
(c) Deferred tax liabilities (net) 23 581.89 468.90
Total Non - Current Liabilities 850.70 752.42
Current liabilities
(i) Borrowings 21 75.37 40.08
(ii) Trade payables 24 3,375.26 3,266.20
(iii) Other financial liabilities 25 205.49 371.21
(b) Other current liabilities 26 764.95 456.63
(c) Provisions 22 60.29 42.57
Total Current Liabilities 4,481.36 4,176.69
Total Equity and Liabilities 17,396.73 15,312.00
See accompanying notes to the consolidated financial statements 1-46
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors
Jiten Chopra Pawan Munjal Pradeep Dinodia

Partner Chairman, Managing Director & CEO Chairman Audit Committee
Membership No; 092894 DIN-00004223 DIN-00027995
Niranjan Kumar Gupta Neerja Sharma
Date : May 02, 2018 Date : May 02, 2018

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

Particulars Note For the year ended For the year ended
March 31, 2018 March 31, 2017
Income
Revenue from operations 27 33,100.94 30,983.66
Other income 28 523.17 521.95
Total Income 33,624.11 31,505.61
Expenses
Cost of materials consumed 29 21,995.94 19,019.34
Change in inventories of finished goods and work-in-progress 30 (110.12) 96.74
Excise duty on sale of goods 642.57 2,373.23
Employee benefits expenses 31 1,583.71 1,432.49
Finance costs 32 30.80 27.28
Depreciation and amortisation expenses 5&7 574.98 502.25
Other expenses 33 3,663.79 3,485.89
Total expenses 28,381.67 26,937.22
Profit/(loss) from associates
Share in profit/(loss) of associates, net of tax 49.66 54.92
Gain on dilution of interest in an associate - 262.09
49.66 317.01
Tax expense 34
Current tax 1,450.99 1,082.24
Deferred tax 118.94 256.86
Total tax expense 1,569.93 1,339.10
Net profit after taxes and share of profit/(loss) of associates 3,722.17 3,546.30
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:-
Re-measurement gains (losses) on defined benefit plans (7.19) (21.58)
Share of Other comprehensive income of associate, to the extent not be reclassified to 0.27 (0.07)
profit or loss
(4.39) (14.20)
Items that will be reclassified to profit or loss:-
Exchange differences in translating the financial statements of foreign operations (4.39) (6.90)
(2.87) (4.51)
Total other comprehensive income, net of tax (7.26) (18.71)
Total Comprehensive income for the year, net of tax 3,714.91 3,527.59
Net Profit/(loss) for the year attributable to:
-Owners of the Company 3,720.40 3,584.27
-Non-controlling interests 1.77 (37.97)
3,722.17 3,546.30
Other Comprehensive income for the year attributable to:
-Owners of the Company (5.89) (16.71)
-Non-controlling interests (1.37) (2.00)
(7.26) (18.71)
Total Comprehensive income for the year attributable to:
-Owners of the Company 3,714.51 3,567.56
-Non-controlling interests 0.40 (39.97)
3,714.91 3,527.59
Earnings per share (Nominal Value of ` 2 each) in ` 35
(a) Basic 186.30 179.49
(b) Diluted 186.29 179.49
See accompanying notes to the consolidated financial statements 1-46
As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors
Jiten Chopra Pawan Munjal Pradeep Dinodia
Partner Chairman, Managing Director & CEO Chairman Audit Committee
Membership No; 092894 DIN-00004223 DIN-00027995
Niranjan Kumar Gupta Neerja Sharma
Date : May 02, 2018 Date : May 02, 2018

CONSOLIDATED CASH FLOW STATEMENT
PARTICULARS Year ended Year ended

March 31, 2018 March 31, 2017
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit after tax and share in profit/(loss) of associates 3,722.17 3,546.30
Adjustments for:
Add: Depreciation and amortisation 574.98 502.25
Tax expense 1,569.93 1,339.10
Loss on property, plant and equipments sold/discarded 9.28 170.82
Finance cost 30.80 27.28
Employee Stock Compensation Cost 5.35 3.42
2,190.34 2,042.87
Less: Interest income on financial assets carried at amortised cost 157.19 159.30
Profit on sale of investments 216.09 137.85
Gain on investments carried at fair value through profit or loss 74.59 179.60
Share of profit in associates 49.66 317.01
Foreign currency translation (net) 11.13 2.43
579.76 834.93
Operating profit before working capital changes 5,332.75 4,754.24
Changes in working capital:
Adjustment for (increase)/decrease in operating assets:
Inventories (254.10) 53.41
Trade receivables 124.78 (269.68)
Loans-Current (3.57) 0.25
Loans-Non-Current 2.67 1.56
Other financial assets-current (398.07) 15.49
Other current assets 188.67 22.13
Other non-current assets 70.39 68.74
(269.23) (108.10)
Adjustment for increase/(decrease) in operating liabilities:
Trade payables 109.06 590.86
Other financial liabilities-Current (11.97) (13.72)
Other current liabilities 308.32 (49.67)
Short-term provisions 17.72 12.77
Long-term provisions 43.56 7.82
466.69 548.07
Cash generated from operations 5,530.21 5,194.21
Less: Income tax paid 1,513.00 1,187.02
Net cash from operating activities 4,017.21 4,007.19

PARTICULARS Year ended Year ended

March 31, 2018 March 31, 2017
B. CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure on property, plant & equipment and intangible (824.16) (1,238.11)
assets including capital advances
Proceeds from sale of property, plant & equipment 2.66 1.58
Sale of investments 33,681.58 28,334.82
Purchase of investments (34,854.02) (29,048.77)
Investment in associates (net of dividend received) (90.09) (216.92)
Interest income on financial assets carried at amortised cost 155.26 157.47
Dividend income: 70.56 37.98
Net cash (used) in investing activities (1,858.21) (1,971.95)
C. CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (31.25) (27.40)
Dividends paid (1,697.50) (1,737.34)
Tax on dividend paid (345.57) (353.69)
Additions to minority interest 1.93 52.72
Proceeds from issue of equity share capital 2.66 1.45
Proceeds/repayment from non current borrowings and finance lease (58.27) 61.92
obligation
Proceeds/repayment from current borrowings 25.55 (33.52)
Net cash (used) in financing activities (2,102.45) (2,035.86)
D. INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 56.55 (0.62)
Cash and cash equivalents at the beginning of the year 74.06 74.68
Cash and cash equivalents at the end of the year 130.61 74.06
Movement in financial liabilities Non current Current Finance lease Interest expense on Total
borrowings borrowings obligation financial liabilities
As on April 1, 2017 112.46 52.71 95.44 0.52 261.13
Cash flows (59.44) 25.55 1.17 - (32.72)
Interest Expenses - - - 30.80 30.80
Interest Paid - - - (31.25) (31.25)
As on 31 March 2018 53.02 78.26 96.61 0.07 227.96
See accompanying notes to the consolidated financial statements 1 to 46
For B S R & Co. LLP
DIN-00004223 DIN-00027995


Date : May 02, 2018 Date : May 02, 2018

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
A. Equity share capital

Number of Shares Amount
Balance as at April 01, 2016 199,690,088 39.94
Issue of equity shares under employee share option plan (# ` 13,500) ( (Note 42) 6,750 #
B. Other Equity
Particulars Reserves and Surplus

Capital Securities General Share Retained Exchange Total Attributable Total
reserve premium reserve options earnings differences attributable to NCI
reserve outstanding in to the
account translating owners of
the Company
financial
statements
of foreign
operations
Balance as at March 31, 2016 # 0.87 2,676.34 1.29 6,118.53 (2.86) 8,794.17 54.63 8,848.80
Addition during the year - - - - - - - 52.72 52.72
Profit for the year - - - - 3,584.27 - 3,584.27 (37.97) 3,546.30
Other comprehensive income - - - - (14.17) (2.54) (16.71) (2.00) (18.71)
for the year, net of income tax
Total Comprehensive - - - - 3,570.10 (2.54) 3,567.56 12.75 3,580.31
Income for the year
Transaction with owners,
recorded directly in equity
Charge against share-based - - - 3.42 - - 3.42 - 3.42
payments
Transferred to Securities - - - (0.81) - - (0.81) - (0.81)
premium on issue of shares
Payment of dividends - - - - (1,737.34) - (1,737.34) - (1,737.34)
Tax on dividend - - - - (353.69) - (353.69) - (353.69)
Issue of equity shares under - 2.26 - - - - 2.26 - 2.26
employee share option plan
Profit for the year - - - - 3,720.40 - 3,720.40 1.77 3,722.17
Addition during the year - - - - - - - 1.93 1.93
Adjustment on account (23.50) - (23.50) 23.50 -
change in controlling interest

Other comprehensive income - - - - (4.42) (1.47) (5.89) (1.37) (7.26)

for the year, net of income tax
Total Comprehensive - - - - 3,692.48 (1.47) 3,691.01 25.83 3,716.84
Income for the year
Transaction with owners,
recorded directly in equity
Charge against share-based - - - 5.35 - - 5.35 - 5.35
payments
Transferred to securities - 2.51 - (2.51) - - - - -
premium on issue of shares
Payment of dividends - - - - (1,697.50) - (1,697.50) - (1,697.50)
Tax on dividend - - - - (345.57) - (345.57) - (345.57)
Issue of equity shares under - 2.66 - - - - 2.66 - 2.66
employee share option plan
# on shares forfeited ` 4250 and securities premium account on forfeited share reissued ` 25,500
See accompanying notes to the consolidated financial statements 1 to 46
For B S R & Co. LLP
DIN-00004223 DIN-00027995


Date : May 02, 2018 Date : May 02, 2018

Notes Forming Part Of CONSOLIDATED Financial Statements
1. General Information involvement with the investee; and

• has the ability to use its power to affect its returns.
Hero MotoCorp Limited (the Company), its subsidiaries
(collectively called as “Group”) and its associates are engaged in The Company reassesses whether or not it controls an
the manufacturing and selling of motorised two-wheelers,spare investee if facts and circumstances indicate that there
parts and related services along with providing non-banking are changes to one or more of the three elements of
financial services. The Company is a public limited company control listed above.
incorporated and domiciled in India and has its registered office at
New Delhi, India. The addresses of the company’s registered office When the Company has less than a majority of the
and principal place of business are disclosed in the introduction voting rights of an investee, it has power over the
to the annual report. The shares of the Company are listed on two investee when the voting rights are sufficient to give it
stock exchanges in India i.e. National Stock Exchange (NSE) and the practical ability to direct the relevant activities of the
Bombay Stock Exchange (BSE). investee unilaterally. The Company considers all relevant
facts and circumstances in assessing whether or not the
The financial statements for the year ended March 31, 2018 Company’s voting rights in an investee are sufficient to
were approved by the Board of Directors and authorised for give it power, including:
issue on May 02, 2018.
• the size of the Company’s holding of voting rights
2. Basis of preparation and presentation relative to the size and dispersion of holdings of the
other vote holders;
2.1 Statement of Compliance
The financial statements have been prepared in accordance • Potential voting rights held by the Company, other vote
with Indian Accounting Standards (Ind AS) notified under holders or other parties;
section 133 of Companies Act, 2013, (the ‘Act’).
• rights arising from other contractual arrangements; and
2.2 Basis of measurement
• any additional facts and circumstances that indicate that
The financial statements have been prepared on the historical
the Company has, or does not have, the current ability
cost basis except for certain financial instruments, net defined
to direct the relevant activities at the time that decisions
benefit asset/ liability and liabilities for equity settled share
need to be made, including voting patterns at previous
based payments that are measured at fair values at the end of
shareholders’ meetings.
each reporting period, as explained in the accounting policies
below. Consolidation of a subsidiary begins when the Company
obtains control over the subsidiary and ceases when
These financial statements are presented in Indian Rupee (INR),
the Company loses control of the subsidiary. Specifically,
which is also the Company’s functional currency. All amounts
income and expenses of a subsidiary acquired or disposed of
have been rounded-off to the nearest crores, unless otherwise
during the year are included in the consolidated statement
stated.
of profit and loss from the date the Company gains control
2.3 Operating Cycle until the date when the Company ceases to control the
subsidiary.
Based on the nature of products/ activities of the Group and
its associates, the normal time between acquisition of assets Profit or loss and each component of other comprehensive
and their realization in cash or cash equivalents, the Group and income are attributed to the owners of the Company and to
its associates has determined its operating cycle as 12 months the non-controlling interests. Total comprehensive income
for the purpose of classification of its assets and liabilities as of subsidiaries is attributed to the owners of the Company
current and non-current. and to the non-controlling interests even if this results in
the non-controlling interests having a deficit balance. When
2.4 Basis of consolidation.
necessary, adjustments are made to the financial statements
The consolidated financial statements incorporate the of subsidiaries to bring their accounting policies into line with
financial statements of the Company and entities controlled the Group’s accounting policies.
by the Company. Control is achieved when the Company:
Non controlling interests (NCI)
• has power over the investee; NCI are measured at their proportionate share of the acquiree’s
• is exposed, or has rights, to variable returns from its net identifiable assets at the date of acquisition.


Changes in the Group’s equity interest in a subsidiary that control is lost. Any resulting gain or loss is recognised in the
do not result in a loss of control are accounted for as equity statement of profit or loss.
transactions.
All intragroup assets and liabilities, equity, income, expenses,
Loss of control and cash flows relating to transactions between members of
When the group loses control over a subsidiary, it derecognises the Group are eliminated in full on consolidation.
the assets and liabilities of the subsidiary, and any related NCI
Following subsidiary companies have been considered in the
and other components of equity. Any interest retained in the
preparation of the consolidated financial statements:
former subsidiary is measured at fair value at the date the
Name of entity Relationship Country of Ownership held % of Holding and voting power either directly
Incorporation and by or indirectly through subsidiary as at
principal place of March 31, 2018 March 31, 2017
business
HMCL (NA) Inc. Subsidiary United States of Company 100% 100%
America
HMCL Americas Inc. Subsidiary United States of Company 100% 100%
America
HMC MM Auto Limited Subsidiary India Company 60% 60%
HMCL Netherlands BV Subsidiary Netherlands Company 100% 100%
HMCL Colombia SAS Subsidiary Colombia HMCL 68% 51%
Netherlands BV
HMCL Niloy Bangladesh Limited Subsidiary Bangladesh HMCL 55% 55%
Netherlands BV
2.5 Investments in associates excess of the cost of the investment over the Group’s share of the
An associate is an entity over which the Group has significant net fair value of the identifiable assets and liabilities of the investee
influence. Significant influence is the power to participate in is recognised as goodwill, which is included within the carrying
the financial and operating policy decisions of the investee but amount of the investment. Any excess of the Group’s share of the
is not control or joint control over those policies. net fair value of the identifiable assets and liabilities over the cost
of the investment, after reassessment, is recognised directly in
The results and assets and liabilities of associates are incorporated equity as capital reserve in the period in which the investment is
in these consolidated financial statements using the equity acquired.
method of accounting, except when the investment, or, a
portion thereof, is classified as held for sale, in which case it is After application of the equity method of accounting, the
accounted for in accordance with Ind AS 105. Under the equity Group determines whether there is any objective evidence of
method, an investment in an associate is initially recognised in impairment as a result of one or more events that occurred
the consolidated balance sheet at cost and adjusted thereafter after the initial recognition of the net investment in an
to recognise the Group’s share of the profit or loss and other associate and that event (or events) has an impact on the
comprehensive income of the associate. Distributions received estimated future cash flows from the net investment that can
from an associate reduce the carrying amount of the investment. be reliably estimated. If there exists such an objective evidence
When the Group’s share of losses of an associate exceeds the of impairment, then it is necessary to recognise impairment
Group’s interest in that associate (which includes any long- loss with respect to the Group’s investment in an associate.
term interests that, in substance, form part of the Group’s net
When necessary, the entire carrying amount of the investment
investment in the associate), the Group discontinues recognising
(including goodwill) is tested for impairment in accordance
its share of further losses. Additional losses are recognised only
with Ind AS 36 Impairment of Assets as a single asset by
to the extent that the Group has incurred legal or constructive
comparing its recoverable amount (higher of value in use and
obligations or made payments on behalf of the associate.
fair value less costs of disposal) with its carrying amount. Any
An investment in an associate is accounted for using the equity impairment loss recognised forms part of the carrying amount
method from the date on which the investee becomes an of the investment. Any reversal of that impairment loss is
associate. On acquisition of the investment in an associate, any recognised in accordance with Ind AS 36 to the extent that the

recoverable amount of the investment subsequently increases. recognised in other comprehensive income by that associate
The Group discontinues the use of the equity method from the or joint venture would be reclassified to profit or loss on the
date when the investment ceases to be an associate, or when disposal of the related assets or liabilities, the Group reclassifies
the investment is classified as held for sale. When the Group the gain or loss from equity to profit or loss (as a reclassification
retains an interest in the former associate and the retained adjustment) when the equity method is discontinued.
interest is a financial asset, the Group measures the retained
interest at fair value at that date and the fair value is regarded When the Group reduces its ownership interest in an associate
as its fair value on initial recognition in accordance with Ind but the Group continues to use the equity method, the Group
AS 109. The difference between the carrying amount of the reclassifies to profit or loss the proportion of the gain or loss
associate at the date the equity method was discontinued, that had previously been recognised in other comprehensive
and the fair value of any retained interest and any proceeds income relating to that reduction in ownership interest if
from disposing of a part interest in the associate is included that gain or loss would be reclassified to profit or loss on the
in the determination of the gain or loss on disposal of the disposal of the related assets or liabilities.
associate. In addition, the Group accounts for all amounts
previously recognised in other comprehensive income in When a group entity transacts with an associate of the Group,
relation to that associate or joint venture on the same basis as profits and losses resulting from the transactions with the
would be required if that associate had directly disposed of the associates are recognised in the Group’s consolidated financial
related assets or liabilities. Therefore, if a gain or loss previously statements only to the extent of interests in the associate that are
not related to the Group.
Following associate companies have been considered in the preparation of the consolidated financial statements:
Name of entity Relationship Country of Ownership held % of Holding and voting power either directly
Incorporation and by or indirectly through subsidiary as at
principal place of March 31, 2018 March 31, 2017
business
Hero FinCorp Limited Associate India Company 41.03% 41.03%
Ather Energy Private Limited Associate India Company 32.31% 30.12%
Erik Buell Racing Inc. Associate United States of HMCL (NA) Inc. Equity holding 49.2% Equity holding 49.2%
America Voting rights 43.9% Voting rights 43.9%
3. Significant Accounting Policies • the costs incurred or to be incurred in respect of the

3.1 Revenue Recognition transaction can be measured reliably.
Revenue is measured at the fair value of the consideration Rendering of services
received or receivable. Revenue is reduced for rebates and
Revenue from a contract to provide services is recognised by
other similar allowances.
reference to the stage of completion of the contract. Servicing
Sale of goods fees included in the price of products sold are recognised by
reference to the proportion of the total cost of providing the
Revenue from the sale of goods is recognised when the goods
servicing for the product sold.
are dispatched and titles have passed, at which time all the
following conditions are satisfied: Dividend and interest income
• the Group has transferred to the buyer the significant Dividend income from investments is recognised when the
risks and rewards of ownership of the goods; shareholder’s right to receive payment has been established.
• the Group retains neither continuing managerial Interest income from a financial asset is recognised when it is
involvement to the degree usually associated with probable that the economic benefits will flow to the Group
ownership nor effective control over the goods sold; and the amount of income can be measured reliably. Interest
• the amount of revenue can be measured reliably; income is accrued on, time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which
• it is probable that the economic benefits associated with is the rate that exactly discounts estimated future cash receipts
the transaction will flow to the Group; and through the expected life of the financial asset to that asset’s
net carrying amount on initial recognition.


3.2 Leasing functional currency (foreign currencies) are recognised at the

Leases are classified as finance leases whenever the terms rates of exchange prevailing at the dates of the transactions. At
of the lease transfer substantially all the risks and rewards the end of each reporting period, monetary items denominated
of ownership to the lessee. All other leases are classified as in foreign currencies are retranslated at the rates prevailing at
operating leases. that date. Non-monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rates
The Group as lessor prevailing at the date when the fair value was determined.
Amounts due from lessees under finance leases are recognised Non-monetary items that are measured in terms of historical
as receivables at the amount of the Group’s net investment in cost in a foreign currency are not retranslated.
the leases. Finance lease income is allocated to accounting
periods so as to reflect a constant periodic rate of return on the Exchange differences on monetary items are recognised in the
Group’s net investment outstanding in respect of the leases. Statement of profit or loss in the period in which they arise
except for:
Rental income from operating leases is generally recognised
on a straight-line basis over the term of the relevant lease. • exchange differences on foreign currency borrowings
Where the rentals are structured solely to increase in line with relating to assets under construction for future
expected general inflation to compensate for the Group’s productive use, which are included in the cost of those
expected inflationary cost increases, such increases are assets when they are regarded as an adjustment to
recognised in the year in which such benefits accrue. Initial interest costs on those foreign currency borrowings;
direct cost incurred in negotiating and arranging an operating
lease are added to the carrying amount of the leased assets • exchange differences on transactions entered into in
and recognised on a straight line basis over the lease term. order to hedge certain foreign currency risks; and
The Group as lessee • exchange differences on monetary items receivable from

or payable to a foreign operation for which settlement is
Assets held under finance leases are initially recognised as
neither planned nor likely to occur (therefore forming
assets of the Group at their fair value at the inception of the
part of the net investment in the foreign operation),
Lease or, if lower, at the present value of the minimum lease
which are recognised initially in other comprehensive
payments. The corresponding liability to the lessor is included
income and reclassified from equity to profit or loss on
in the consolidated balance sheet as a finance lease obligation.
repayment of the monetary items.
Lease payments are apportioned between finance expenses
and reduction of the lease obligation so as to achieve a For the purposes of presenting these consolidated financial
constant rate of interest on the remaining balance of the statements, the assets and liabilities of the Group’s foreign
Liability. Finance expenses are recognised immediately in operations are translated into Indian Rupees using exchange
profit or loss, unless they are directly attributable to qualifying rates prevailing at the end of each reporting period. Income
assets, in which case they are capitalised in accordance with and expense items are translated at the average exchange
the Group’s general policy on borrowing costs. Contingent rates for the period, unless exchange rates fluctuate
rentals are recognised as expenses in the periods in which they significantly during that period, in which case exchange rates
are incurred. at the dates of the transactions are used. Exchange differences
arising, if any, are recognised in other comprehensive income
Rental expense from operating leases is generally recognised and accumulated in equity (and attributed to non- controlling
on a straight line basis over the term of relevant lease. Where the interests as appropriate).
rentals are structured solely to increase in line with expected
general inflation to compensate for the lessor’s expected On the disposal of a foreign operation (i.e. a disposal of the
inflationary cost increase, such increases are recognised in the Group’s entire interest in a foreign operation, a disposal
year in which such benefits accrue. Contingent rentals arising involving loss of control over a subsidiary that includes a
under operating leases are recognised as an expense in the foreign operation, or a partial disposal of an interest in a joint
period in which they are incurred. arrangement or an associate that includes a foreign operation
of which the retained interest becomes a financial asset), all of
3.3 Foreign currencies the exchange differences accumulated in equity in respect of
In preparing the financial statements of the Group and its that operation attributable to the owners of the Company are
associates, transactions in currencies other than the Group’s reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that charge or credit recognised in other comprehensive income in
includes a foreign operation that does not result in the Group the period in which they occur. Re-measurement recognised
losing control over the subsidiary, the proportionate share of in other comprehensive income is reflected immediately in
accumulated exchange differences are re-attributed to non- retained earnings and is not reclassified to profit or loss. Net
controlling interests and are not recognised in profit or loss. For interest is calculated by applying the discount rate at the
all other partial disposals (i.e. partial disposals of associates or joint beginning of the period to the net defined benefit liability or
arrangements that do not result in the Group losing significant asset. Defined benefit costs are categorised as follows:
influence or joint control), the proportionate share of the
accumulated exchange differences is reclassified to profit or loss. • service cost (including current service cost, past service
cost, as well as gains and losses or curtailments and
3.4 Borrowing costs settlements);
Borrowing costs directly attributable to the acquisition, • net interest expense or income; and
construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get • re-measurement
ready for their intended use or sale, are added to the cost of The Group presents the first two components of defined
those assets, until such time as the assets are substantially benefit costs in profit or loss in the line item ‘Employee benefit
ready for their intended use or sale. expenses’.
Interest income earned on the temporary investment of specific The retirement benefit obligation recognised in the balance
borrowings pending their expenditure on qualifying assets is sheet represents the actual deficit or surplus in the Group’s
deducted from the borrowing costs eligible for capitalisation. defined benefit plans. Any surplus resulting from this
calculation is limited to the present value of any economic
All other borrowing costs are recognised in profit or loss in the
benefits available in the form of refunds from the plan or
period in which they are incurred. reductions in future contributions to the plans.
3.5 Government grants Short-term employee benefits
Government grants are not recognised until there is reasonable Liabilities recognised in respect of wages and salaries and
assurance that the Group will comply with the conditions other short-term employee benefits are measured at the
attaching to them and that the grants will be received. undiscounted amount of the benefits expected to be paid
in exchange for the related service and are expensed as the
Government grants are recognised in profit or loss on
related services are provided.
a systematic basis over the periods in which the Group
recognises as expenses the related costs if any for which the Other long-term employee benefits
grants are intended to compensate.
Liabilities recognised in respect of other long-term employee
3.6 Employee benefits benefits such as compensated absences are measured at the
present value of the estimated future cash outflows expected
Defined contribution plans
to be made by the Group in respect of services provided by
A defined contribution plan is a post-employment benefit employees up to the reporting date based on the actuarial
plan under which the company pays fixed contributions into a valuation using the projected unit credit method carried out
separate entity and will have no legal or constructive obligation at the year end. Re-measurement gain or losses are recognised
to pay further amounts. Payments to defined contribution in the statement of profit and loss in the period in which they
plans are recognised as an expense in the statement of profit arise.
and loss when employees have rendered service entitling
them to the contributions. 3.7 Share-based payment arrangements
Equity-settled share-based payments to employees are measured
Defined benefit plans
at the fair value of the equity instruments at the grant date. Details
For defined benefit plans, the cost of providing benefits is regarding the determination of the fair value of equity-settled
determined using the projected unit credit method, with share-based transactions are set out in note 42.
actuarial valuations being carried out at the end of each annual
reporting period. Re-measurement, comprising actuarial The fair value determined at the grant date of the equity-
gains and losses, and the return on plan assets (excluding net settled share-based payments is expensed on a straight-
interest), is reflected immediately in the balance sheet with a line basis over the vesting period, based on the Group’s


estimate of equity instruments that will eventually vest, with a that have been enacted or substantively enacted by the end of
corresponding increase in equity. At the end of each reporting the reporting period.
period, the Group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the The measurement of deferred tax liabilities and assets reflects
original estimates, if any, is recognised in profit or loss such the tax consequences that would follow from the manner in
that the cumulative expense reflects the revised estimate, which the Group expects, at the end of the reporting period, to
with a corresponding adjustment to the Equity Share Option’s recover or settle the carrying amount of its assets and liabilities.
Outstanding account.
Deferred tax assets and liabilities are offset if there is a legally
3.8 Taxation enforceable right to offset current tax liabilities and assets, and
they related to income taxes levied by the same tax authority
Income tax expense represents the sum of the tax currently
on the same taxable entity, or on different tax entities, but they
payable and deferred tax.
intend to settle current tax liabilities and assets on a net basis
Current tax or their tax assets and liabilities will be realised simultaneously.
The tax currently payable is based on taxable profit for the year. Current and deferred tax for the year
Taxable profit differs from profit before tax’ as reported in the
Current and deferred tax are recognised in profit or loss,
consolidated statement of profit and loss because of items of
except when they relate to items that are recognised in other
income or expense that are taxable or deductible in other years
comprehensive income or directly in equity, in which case,
and items that are never taxable or deductible. The Group’s
the current and deferred tax are also recognised in other
current tax is calculated using tax rates that have been enacted or
comprehensive income or directly in equity respectively. Where
substantively enacted by the end of the reporting period.
current tax or deferred tax arises from the initial accounting
Deferred tax for a business combination, the tax effect is included in the
accounting for the business combination.
Deferred tax is recognised on temporary differences between
the carrying amounts of assets and liabilities in the consolidated 3.9 Property, plant and equipment
financial statements and the corresponding tax bases used in Property, plant and equipment (including furniture, fixtures,
the computation of taxable profit. Deferred tax liabilities are vehicles, etc.) held for use in the production or supply of
generally recognised for all taxable temporary differences. goods or services, or for administrative purposes, are stated in
Deferred tax assets are generally recognised for all deductible
the balance sheet at cost less accumulated depreciation and
temporary differences to the extent that it is probable that
accumulated impairment losses, if any. Cost of acquisition is
taxable profits will be available against which those deductible
inclusive of freight, duties, taxes and other incidental expenses.
temporary differences can be utilised. Such deferred tax assets
Freehold land is not depreciated.
and liabilities are not recognised if the temporary difference
arises from the initial recognition (other than in a business Properties plant and equipment in the course of construction
combination) of assets and liabilities in a transaction that affects for production, supply or administrative purposes are carried
neither the taxable profit nor the accounting profit. In addition, at cost, less any recognised impairment loss. Cost includes
deferred tax liabilities are not recognised if the temporary items directly attributable to the construction or acquisition
difference arises from the initial recognition of goodwill. In case of the item of property, plant and equipment, and, for
of a history of recent losses, the group recognises a deferred tax qualifying assets, borrowing costs capitalised in accordance
assets only to the extent that it has sufficient taxable temporary with the Group’s accounting policy. Such properties are
differences or there is convincing other evidence that sufficient classified to the appropriate categories of property, plant
taxable profit will be available against which such deferred tax and equipment when completed and ready for intended
assets can be realised. use. Depreciation of these assets, on the same basis as-other
property assets, commences when the assets are ready for
The carrying amount of deferred tax assets is reviewed at the
their intended use.
end of each reporting period and reduced to the extent that
it is no longer probable that sufficient taxable profits will be Cost of acquisition is inclusive of freight, duties, taxes and other
available to allow all or part of the asset to be recovered. incidental expenses.
Deferred tax liabilities and assets are measured at the tax rates Depreciation is recognised on the cost of assets (other than
that are expected to apply in the period in which the liability is freehold land and properties under construction) less their
settled or the asset realised, based on tax rates (and tax laws) residual values over their useful lives, using the straight-

line method. The estimated useful lives, residual values • the intention to complete the intangible asset and use or
and depreciation method are reviewed at the end of each sell it;
reporting period, with the effect of any changes in estimate
accounted for on a prospective basis. • the ability to use or sell the intangible asset;
Depreciation is charged on a pro-rata basis at the straight line • how the intangible asset will generate probable future
method as per estimated economic useful lives prescribed economic benefits;
in the Schedule II to the Act other than assets covered under
employee benefits schemes which are depreciated over a • the availability of adequate technical, financial and other
period of 5 years and moulds and dies which are depreciated resources to complete the development and to use or
over a period of 3-8 years grouped under property, plant and sell the intangible asset; and
equipment.
• the ability to measure reliably the expenditure attributable
Assets held under finance leases are depreciated over to the intangible asset during its development.
their expected useful Lives on the same basis as owned
assets. However, when there is no reasonable certainty that The amount initially recognised for internally-generated
ownership will be obtained by the end of the lease term, assets intangible assets is the sum of the expenditure incurred from
are depreciated over the shorter of the lease term and their the date when the intangible asset first meets the recognition
useful lives. criteria listed above. Where no internally-generated intangible
asset can be recognised, development expenditure is
An item of property, plant and equipment is derecognised recognised in profit or loss in the period in which it is incurred.
upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any Subsequent to initial recognition, internally-generated
gain or loss arising on the disposal or retirement of an item of intangible assets are reported at cost less accumulated
property, plant and equipment is determined as the difference amortisation and accumulated impairment losses, on the
between the sales proceeds and the carrying amount of the same basis as intangible assets that are acquired separately.
asset and is recognised in the statement of profit or loss.
An intangible asset is derecognised on disposal, or when no
3.10 Intangible assets future economic benefits are expected from use or disposal.
Intangible assets acquired separately Gains or losses arising from derecognition of an intangible
asset, measured as the difference between the net disposal
Intangible assets with finite useful lives that are acquired
proceeds and the carrying amount of the asset, and are
separately are carried at cost less accumulated amortisation
recognised in profit or loss when the asset is derecognised.
and accumulated impairment losses. Amortisation is
recognised on a straight-line basis over their estimated useful Useful lives of intangible assets
lives. The estimated useful life and amortisation method are
reviewed at the end of each reporting period, with the effect of Intangible assets, comprising of software, expenditure on
any changes in estimate being accounted for on a prospective Model fee, etc. incurred are amortised on a straight line
basis. Intangible assets with indefinite useful lives that are method over a period of 5 years.
acquired separately are carried at cost less accumulated
3.11 Impairment of property, plant and equipment and
impairment losses.
intangible assets
Internally-generated intangible assets - research and At the end of each reporting period, the Group reviews the
development expenditure carrying amounts of its tangible and intangible assets to
Expenditure on research activities is recognised as an expense determine whether there is any indication that those assets
in the period in which it is incurred. have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in
An internally-generated intangible asset arising from order to determine the extent of the impairment loss (if any).
development (or from the development phase of an internal Recoverable amount is the higher of fair value less costs of
project) is recognised if, and only if, all of the following have disposal and value in use.
been demonstrated:
Intangible assets with indefinite useful lives and intangible
• the technical feasibility of completing the intangible assets not yet available for use are tested for impairment at least
asset so that it will be available for use or sale annually, and whenever there is an indication that the asset


may be impaired. In assessing value in use, the estimated future The amount recognised as a provision is the best estimate of
cash flows are discounted to their present value using a pre-tax the consideration required to settle the present obligation
discount rate that reflects current market assessments of the time at the end of the reporting period, taking into account the
value of money and the risks specific to the asset for which the risks and uncertainties surrounding the obligation. When a
estimates of future cash flows have not been adjusted. provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present
For impairment testing, assets that don’t generate independent value of those cash flows (when the effect of the time value of
cash flows are grouped together into cash generating units money is material).
(CGU’s). Each CGU represents the smallest group of assets that
generate cash inflows that are largely independent of the cash Warranties
inflows of other assets or CGU’s. The estimated liability for product warranties is recorded
when products are sold. These estimates are established using
When it is not possible to estimate the recoverable amount of historical information on the nature, frequency and average
an individual asset, the Group estimates the recoverable amount cost of warranty claims and management estimates regarding
of the cash- generating unit to which the asset belongs. When possible future incidence based on corrective actions on
a reasonable and consistent basis of allocation can be identified, product failures. The timing of outflows will vary as and when
corporate assets are also allocated to individual cash-generating warranty claim will arise- being typically two to five years.
units, or otherwise they are allocated to the smallest group of
cash-generating units for which a reasonable and consistent 3.14 Financial instruments
allocation basis can be identified. Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of
If the recoverable amount of an asset (or cash-generating
the instruments.
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (or cash-generating unit) is Financial assets and financial liabilities are initially measured
reduced to its recoverable amount. An impairment loss is at fair value. Transaction costs that are directly attributable
recognised immediately in profit or loss. When an impairment to the acquisition or issue of financial assets and financial
loss subsequently reverses, the carrying amount of the asset liabilities (other than financial assets and financial liabilities
(or a cash-generating unit) is increased to the revised estimate at fair value through profit or loss) are added to or deducted
of its recoverable amount, but so that the increased carrying from the fair value of the financial assets or financial liabilities,
amount does not exceed the carrying amount that would have as appropriate, on initial recognition. Transaction costs directly
been determined had no impairment loss been recognised for attributable to the acquisition of financial assets or financial
the asset (or cash-generating unit) in prior years. A reversal of liabilities at fair value through profit or loss are recognised
an impairment loss is recognised immediately in profit or loss. immediately in profit or loss.
3.12 Inventories 3.15 Financial assets
Inventories are stated at the lower of cost and net realisable All recognised financial assets are subsequently measured in
value. Cost of inventories include expenditure incurred their entirety at either amortised cost or fair value, depending
in acquiring the inventory, production or conversion cost on the classification of the financial assets.
and other costs incurred in bringing them to their present
Classification of financial assets
location and condition. Costs of inventories are determined
on a moving weighted average. Finished goods and work- Debt instruments that meet the following conditions are
in-progress include appropriate proportion of overheads. subsequently measured at amortised cost (except for debt
Net realisable value represents the estimated selling price for instruments that are designated as at fair value through profit
inventories less all estimated costs of completion and costs or loss on initial recognition):
necessary to make the sale. • the asset is held within a business model whose
objective is to hold assets in order to collect contractual
3.13 Provisions
cash flows; and
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, • the contractual terms of the instrument give rise
it is probable that the Group will be required to settle the on specified dates to cash flows that are solely
obligation, and a reliable estimate can be made of the amount payments of principal and interest on the principal
of the obligation. amount outstanding.

Debt instruments that meet the following conditions or recognising the gains and losses on them on different bases.
are subsequently measured at fair value through other The Company has not designated any debt instrument as at
comprehensive income (“FVTOCI”) (except for debt FVTPL.Financial assets at FVTPL are measured at fair value at the
instruments that are designated as at fair value through profit end of each reporting period, with any gains or losses arising
or loss on initial recognition): on re-measurement recognised in profit or loss. The net gain
or loss recognised in profit or loss incorporates any dividend
• the asset is held within a business model whose or interest earned on the financial asset and is included in the
objective is achieved both by collecting contractual cash ‘Other income’ line item. Dividend on financial assets at FVTPL
flows and selling financial assets; and is recognised when the Group’s right to receive the dividends is
established, it is probable that the economic benefits associated
• the contractual terms of the instrument give rise on
with the dividend will flow to the entity, the dividend does not
specified dates to cash flows that are solely payments of
represent a recovery of part of cost of the investment and the
principal and interest on the principal amount outstanding.
amount of dividend can be measured reliably.
Interest income is recognised in profit or loss for FVTOCI
Impairment of financial assets
debt instruments.
The Group applies the expected credit loss model for
All other financial assets are subsequently measured at fair recognising impairment loss on financial assets measured at
value. amortised cost, debt instruments at FVTOCI, trade receivables,
other contractual rights to receive cash or other financial asset,
Effective interest method and financial guarantees not designated as at FVTPL.
The effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating interest Expected credit losses are the weighted average of credit losses
income over the relevant period. The effective interest rate is with the respective risks of default occurring as the weights.
the rate that exactly discounts estimated future cash receipts
Offsetting
(including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and Financial assets and financial liabilities are offset and the net
other premiums or discounts) through the expected life of the amount presented in the balance sheet when, and only when,
debt instrument, or, where appropriate, a shorter period, to the the Group currently has a legally enforceable right to set off
net carrying amount on initial recognition. the amounts and it intents either to settle them on net basis or
to realise the assets and settle the liabilities simultaneously.
Income is recognised on an effective interest basis for debt
instruments other than those financial assets classified as at Derecognition of financial assets
FVTPL. Interest income is recognised in profit or loss and is The Group derecognises a financial asset when the contractual
included in the “Other income” line item. rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
Financial assets at fair value through profit or loss (FVTPL)
rewards of ownership of the asset to another party.
Investments in equity instruments are classified as at FVTPL,
unless the Group irrevocably elects on initial recognition 3.16 Financial liabilities and equity instruments
to present subsequent changes in fair value in other Classification as debt or equity
comprehensive income for investments in equity instruments
Debt and equity instruments issued by Group are classified as
which are not held for trading.
either financial liabilities or as equity in accordance with the
Debt instruments that do not meet the amortised cost criteria substance of the contractual arrangements and the definitions
or FVTOCI criteria are measured at FVTPL. In addition, debt of a financial liability and an equity instrument.
instruments that meet the amortised cost criteria or the
Equity instruments
FVTOCI criteria but are designated as at FVTPL are measured at
FVTPL. An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its
A financial asset that meets the amortised cost criteria or debt liabilities.
instruments that meet the FVTOCI criteria may be designated as
at FVTPL upon initial recognition if such designation eliminates Financial liabilities
or significantly reduces a measurement or recognition Financial liabilities that are not held-for-trading and are not
inconsistency that would arise from measuring assets or liabilities designated as at FVTPL are measured at amortised cost at the


end of subsequent accounting periods. The carrying amounts Diluted earnings per share is computed by dividing the profit
of financial liabilities that are subsequently measured at after tax as adjusted for dividend, interest and other charges
amortised cost are determined based on the effective interest to expense or income relating to the dilutive potential equity
method. Interest expense that is not capitalised as part of costs shares, by the weighted average number of equity shares
of an asset is included in the ‘Finance costs’ Line item. considered for deriving basic earnings per share and the
weighted average number of equity shares which could have
The effective interest method is a method of calculating the been issued on the conversion of all dilutive potential equity
amortised cost of a financial liability and of allocating interest shares.
expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash payments 3.20 Contingent liabilities and contingent assets
(including all fees and points paid or received that form an A contingent liability exists when there is a possible but
integral part of the effective interest rate, transaction costs and not probable obligation, or a present obligation that may,
other premiums or discounts) through the expected life of the but probably will not, require an outflow of resources, or
financial liability. a present obligation whose amount cannot be estimated
reliably. Contingent liabilities do not warrant provisions, but
All financial liabilities are subsequently measured at amortised
are disclosed unless the possibility of outflow of resources is
cost using the effective interest method or at FVTPL.
remote. Contingent assets are neither recognised nor disclosed
Derecognition of financial liabilities in the financial statements. However, contingent assets are
assessed continually and if it is virtually certain that an inflow
The Group derecognises financial liabilities when, and only
of economic benefits will arise, the asset and related income
when, the Group’s obligations are discharged, cancelled or
are recognised in the period in which the change occurs.
have expired.
3.21 Recent accounting pronouncements (standards notified
3.17 Derivative financial instruments
but not yet effective)
Foreign currency derivatives are initially recognised at fair
Ind AS 115:- Revenue from Contracts
value at the date the derivative contracts are entered into
and are subsequently re-measured to their fair value at the On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has
end of each reporting period. The resulting gain or loss is notified the Ind AS 115, Revenue from Contract with Customers.
recognised in profit or loss immediately unless the derivative Ind AS 115, establishes a comprehensive framework for
is designated and effective as a hedging instrument, in which determining whether, how much and when revenue should
event the timing of the recognition in profit or loss depends be recognised.
on the nature of the hedging relationship and the nature of
the hedged item. It replaces existing revenue recognition guidance, including
Ind AS 18 Revenue, Ind AS 11 Construction Contracts and
The Group enters into a variety of derivative financial Guidance Note on Accounting for Real Estate Transactions. Ind
instruments to manage its exposure to interest rate and AS 115 is effective for annual periods beginning on or after 1
foreign exchange rate risks, including foreign exchange April 2018 and will be applied accordingly.
forward contracts, option contracts, interest rate swaps and
cross currency swaps. The core principle of the new standard is that an entity
should recognize revenue to depict the transfer of promised
3.18 Cash flow statement goods or services to customers in an amount that reflects
Cash flows are reported using the indirect method, whereby the consideration to which the entity expects to be entitled
profit / (loss) after tax is adjusted for the effects of transactions in exchange for those goods or services. Further the new
of non-cash nature and any deferrals or accruals of past standard requires enhanced disclosures about the nature,
or future cash receipts or payments. The cash flows from amount, timing and uncertainty of revenue and cash flows
operating, investing and financing activities of the Company arising from the entity’s contracts with customers.
are segregated based on the available information.
The standard permits two possible methods of transition:
3.19 Earnings per share Retrospective approach - Under this approach the standard
Basic earnings per share is computed by dividing the profit will be applied retrospectively to each prior reporting period
after tax by the weighted average number of equity shares presented in accordance with Ind AS 8 - Accounting Policies,
outstanding during the year/period. Changes in Accounting Estimates and Errors.

Retrospectively with cumulative effect of initially applying Recoverability of intangible asset

the standard recognized at the date of initial application Capitalisation of cost in intangible assets under development
(Cumulative catch - up approach) is based on management’s judgement that technological
and economic feasibility is confirmed and asset under
The Company has completed its evaluation of the possible
development will generate economic benefits in future. Based
impact of Ind AS 115. The Company will adopt the standard on evaluations carried out, the Company’s management has
on April 1, 2018 by using the cumulative catch-up transition determined that here are no factors which indicates that these
method and accordingly comparatives for the year ending or assets have suffered any impairment loss.
ended March 31, 2018 will not be retrospectively adjusted. The
Company does not expect the impact of the adoption of the Defined benefit plans
new standard to be material. The cost of the defined benefit plan and other post-
employment benefits and the present value of such
Ind AS 21:- The effect of changes in foreign exchange
obligation are determined using actuarial valuations. An
rates:-
actuarial valuation involves making various assumptions that
On March 28, 2018, Ministry of Corporate Affairs (“MCA”) may differ from actual developments in the future. These
has notified the Companies (Indian Accounting Standards) include the determination of the discount rate, future salary
Amendment Rules, 2018 containing Appendix B to Ind AS increases, mortality rates and future pension increases. Due to
21, Foreign currency transactions and advance consideration the complexities involved in the valuation and its long-term
which clarifies the date of the transaction for the purpose of nature, a defined benefit obligation is sensitive to changes
determining the exchange rate to use on initial recognition in these assumptions. All assumptions are reviewed at each
of the related asset, expense or income, when an entity has reporting date.
received or paid advance consideration in a foreign currency.
The appendix explains that the date of transaction, for the Provision and contingent liability
purpose of determining the exchange rate, is the date of On an ongoing basis, Company reviews pending cases, claims
initial recognition of the non-monetary prepayment asset or by third parties and other contingencies. For contingent losses
deferred income liability. that are considered probable, an estimated loss is recorded
as an accrual in financial statements. Loss Contingencies that
The amendment will come into force from April 1, 2018. The are considered possible are not provided for but disclosed as
Company has preliminary evaluated the effect of this on the Contingent liabilities in the financial statements. Contingencies
financial statements and the impact is not material. the likelihood of which is remote are not disclosed in the
financial statements. contingent Gain are not recognized until
4. Critical accounting judgements and key sources of the contingency has been resolved and amounts are received
estimation uncertainty or receivable.
In the application of the Company accounting policies, which
are described in note 3, the management of the Company are Useful lives of depreciable assets
required to make judgements, estimates and assumptions Management reviews the useful lives of depreciable assets at
about the carrying amounts of assets and liabilities that are each reporting. As at March 31, 2018 management assessed
not readily apparent from other sources. The estimates and that the useful lives represent the expected utility of the assets
associated assumptions are based on historical experience to the Company. Further, there is no significant change in the
and other factors that are considered to be relevant. Actual useful lives as compared to previous year.
results may differ from these estimates.
Impairment of investment in equity instruments of
The estimates and underlying assumptions are reviewed subsidiary and associate companies
on an ongoing basis. Revisions to accounting estimates are During the year, the Company assessed the investment in
recognised prospectively. equity instrument of subsidiary and associate companies
carried at cost for impairment testing. Some of these
The following are the areas of estimation uncertainty and companies are start-ups or are at early stage of their operations
critical judgements that the management has made in the and are expected to generate positive cash flows in the
process of applying the Company’s accounting policies future years. Detailed analysis has been carried out on the
and that have the most significant effect on the amounts future projections and the Company is confident that the
recognised in the financial statements:- investments do not require any impairment.


5. Property, plant and equipment
Particulars Freehold Buildings Plant and Furniture Vehicles Office Data Total
land equipment and equipment Processing
fixtures equipment
Cost
At March 31, 2016 101.14 1,525.87 3,853.65 31.24 37.79 37.98 146.38 5,734.05
Additions 0.46 512.75 731.82 9.81 17.37 8.53 25.61 1,306.35
Disposals 1.07 49.58 0.73 7.15 1.74 4.68 64.95
Foreign currency - - (4.38) - - - - (4.38)
translation exchange
difference
At 31 March 2017 101.60 2,037.55 4,531.51 40.32 48.01 44.77 167.31 6,971.07
Additions 6.45 272.75 476.30 4.55 10.60 15.66 26.70 813.01
Disposals - 0.31 58.02 0.30 5.60 1.00 3.59 68.82
Foreign currency - - 5.93 - - - - 5.93
difference
At 31 March 2018 108.05 2,309.99 4,955.72 44.57 53.01 59.43 190.42 7,721.19
Accumulated
depreciation
At March 31, 2016 - 197.00 1,744.35 12.08 17.53 20.25 88.20 2,079.41
Disposals - 1.02 40.20 0.52 5.78 1.43 4.59 53.54
Foreign currency - - (1.51) - - - - (1.51)
difference
At 31 March 2017 - 246.48 2,068.19 15.15 16.40 24.32 105.50 2,476.04
Disposals - 0.17 49.71 0.28 3.04 0.95 3.27 57.42
Foreign currency - - 0.89 - - - - 0.89
difference
At 31 March 2018 - 312.51 2,444.19 19.06 18.66 30.87 124.51 2,949.80
Net block
At 31 March 2017 101.60 1,791.07 2,463.33 25.17 31.61 20.45 61.81 4,495.03
At 31 March 2018 108.05 1,997.48 2,511.53 25.51 34.35 28.56 65.91 4,771.39
6. Capital work-in-progress
As at As at
March 31, 2018 March 31, 2017
Capital work-in-progress 239.02 386.50
239.02 386.50

7. Intangible assets
Model fee/ Computer Technical know- Total
Product softwares how/export
designs and licenses
development
Cost
At 31 March 2016 596.83 98.60 2,905.67 3,601.10
Additions 5.89 15.82 3.61 25.32
At 31 March 2017 602.72 114.42 2,909.28 3,626.42
Additions 114.43 12.74 3.22 130.39
Disposals - - - -
Foreign currency translation exchange difference 0.10 - - 0.10
At 31 March 2018 717.15 127.16 2,912.50 3,756.91
Accumulated amortisation
At 31 March 2016 521.49 54.08 2,896.46 3,472.03
Amortisation expense 36.67 12.74 1.16 50.57
At 31 March 2017 558.16 66.82 2,897.62 3,522.60
Amortisation expense 28.38 14.84 1.47 44.69
Foreign currency translation exchange difference 0.05 - - 0.05
At 31 March 2018 586.59 81.66 2,899.09 3,567.34
Net block
At 31 March 2017 44.56 47.60 11.66 103.82
At 31 March 2018 130.56 45.50 13.41 189.57
8. Intangible assets under development

As at As at
March 31, 2018 March 31, 2017
Intangible assets under development 116.46 194.46
116.46 194.46
9 Equity accounted investments in associates and other investments

Units As at Units As at
March 31, March 31, As at As at
2018 2017 March 31, 2018 March 31, 2017
Category-wise investments
Investment in equity instruments - 1,164.94 - 1,039.10
5,591.12 2,078.12 4,544.06 1,522.31


9A Equity accounted investments in associates

2018 2017 March 31, 2018 March 31, 2017
Investment in
Associates ( carrying amount
determined using equity method of
accounting)
Erik Buell Racing Inc.
Convertible preffred stock series A 2,466 2,466 - 150.09 - 150.09
equity shares of USD 0.01 each.
Cost of acquisition (including Goodwill - 150.09 - 150.09
` 119.65 crores)
Less: Provision for dimunition/ - (150.09) - (150.09)
impairment (Refer Note 41)
Equity Shares of Face Value of ` 1 each 100 100 - 0.20 - 0.20
Preference shares of Face Vaue of 99,186 89,258 - 200.38 - 180.32
` 10 each (Convertible into equity
instruments)
Add/(less) Group's share of profit/(loss) - (13.23) - (1.35)
(including Goodwill on acquisition of - 187.35 - 179.17
interest ` 113.32 crores (Previous Year
105.53 Crores)
Equity shares of Face Value of ` 10 40,388,576 38,343,025 - 527.99 - 421.56
each
Investment in Warrant of Face Value of - 2,045,551 - - - 36.40
` 10 each
Add: Groups share of profit ( net off 444.29 388.24
dividend received) [includes gain on
dilution of interest `Nil (Previous Year
`262.09)]
(including Goodwill on acquisition of - 972.28 - 846.20
interest ` 46.67 crores (Previous Year `
46.67 Crores)
- 1,159.63 - 1,025.37

9B Investments
2018 2017 March 31, 2018 March 31, 2017
Quoted Investments
Investments carried at fair value
through profit or loss (FVTPL)
of Other Entities
Bombay Stock Exchange Limited 70,200 140,400 - 5.31 - 13.73
- 5.31 - 13.73
Investment in preference shares
of other entities
Tata Capital Limited - 100,000 - - - 10.00
- - - 10.00
Investment in debentures / bonds
Quoted Investments
Investments carried at amortised
cost
7.34% HUDCO -Maturity-16.02.2023 250,000 250,000 - 25.22 - 25.22
7.18% IRFC -Maturity-19.02.2023 250,000 250,000 - 25.83 - 25.83
8.18% NHPC Tax Free Bonds- 161,050 161,050 - 17.41 - 17.42
Maturity-02.11.2023
8.51% HUDCO Tax Free Bonds- 250,000 250,000 - 25.44 - 25.45
Maturity-13.01.2024
8.18% PFC Tax Free Bonds- 323,890 323,890 - 33.38 - 33.38
Maturity-16.11.2023
6.70% IRFC Bonds -Maturity-08.03.2020 1,500 1,500 - 15.51 - 15.53
Maturity-28.04.2020
Maturity-10.04.2020
13% Religare Finvest Limited- - 100 - - 10.43 -
Maturity-30.05.2017
14% Religare Enterprise Limited- - 125 - - 13.65 -
Maturity-30.06.2017
9.20% Bank of Baroda RR Perpetual BD 50 50 - 5.19 - 5.32
09.10.2019
Zero Coupon Bonds
Rural Electrification Corporation Ltd 37,000 37,000 - 89.54 - 82.72
NCD @ 13578 maturity ` 30000 per
bond-Maturity-15.12.2020


2018 2017 March 31, 2018 March 31, 2017
National Bank For Agriculture and Rural
Development
Bhavishya Nirman Bonds @ ` 8182 each-
Maturity on 01.08.2017(38,000 units)
and 01.10.2017 (12,200 units)
10 Year Zero Coupon Bond of NABARD- - 50,200 - - 96.97 -
Maturity ` 20000 per bond
- 267.41 121.05 260.88
Investment in mutual funds
{include funds which are listed but not
quoted}
Debt fund
FMP -Series 82-1199 Days Plan L Direct 70,000,000 - - 70.85 - -
Plan Cumulative
FMP -Series 82-1135 Days Plan U Direct 50,000,000 - - 50.17 - -
Plan Cumulative
Blended Plan B-Direct Plan-Growth 24,817,467 24,817,467 65.90 - 61.70 -
Option (Merged with Banking and PSU
Debt Fund Direct Plan Growth)
Income Opportunities Fund-Direct Plan- - 19,387,735 - - 45.22 -
Growth Option
Fixed Term Plan-Series JY (1099 days)- - 15,000,000 - - 19.46 -
Gr.-Direct
Fixed Term Plan-Series PB (1190 days)- 90,000,000 - - 91.34 - -
Direct Growth
Dynamic Bond Fund- Retail- Growth 76,684,191 76,684,191 229.92 - 222.64 -
IDFC Mutual Fund
Corporate Bond Fund Direct Plan- - 49,986,503 - - 56.07 -
Growth
Annual Interval Fund -Series I-Direct - 10,651,352 - - 17.56 -
Growth Plan Growth Option
Interval Fund II-Series 4-Direct Plan - 12,500,000 - - 16.36 -
Growth Plan
Fixed Horizon Fund -XXV-Series 40,000,000 40,000,000 59.55 - - 55.04
15-Direct Plan Growth Plan
Fixed Horizon Fund -XXV-Series 20,000,000 20,000,000 29.67 - - 27.43
Fixed Horizon Fund -XXVII-Series - 20,000,000 - - 24.52 -
Fixed Horizon Fund -XXX-Series 4-Direct 30,000,000 30,000,000 - 35.81 - 33.43
Growth Plan
Fixed Horizon Fund -XXXI-Series 5-Direct 5,000,000 5,000,000 - 5.70 - 5.33
Growth Plan

2018 2017 March 31, 2018 March 31, 2017
Floating Rate-Short Term Plan -Direct 46,942,186 46,942,186 131.94 - 123.42 -
Growth Plan
Corporate Bond Fund-Direct Growth 53,163,841 53,163,841 76.98 - 71.61 -
Plan
Regular Savings Fund -Debt Plan -Direct - 82,899,424 - - 194.75 -
Growth Plan Growth Option
Invesco Mutual Fund (Formerly
Religare Invesco Mutual Fund)
Fixed Maturity Plan Series XIV-Plan F - 13,500,000 - - 16.65 -
(1098 Days)-Direct Plan
FMP-Sr.26-Plan A (1098 Days)-Direct Sub 15,000,000 15,000,000 18.83 - - 17.55
Plan Growth
FMP-Sr.26-Plan C (1098 Days)-Direct Sub 10,000,000 10,000,000 12.44 - - 11.61
Plan Growth
FMP-Sr.27-Plan A (1100 Days)-Direct Sub 10,000,000 10,000,000 11.99 - - 11.21
Plan Growth
FMP-Sr.29-Plan B (1150 Days)-Direct Sub 6,000,000 6,000,000 - 6.43 - 6.02
Plan Growth
L&T Mutual Fund
Income Opportunities Fund Direct Plan- 43,776,843 43,776,843 89.23 - 83.17 -
Growth
Banking and PSU Debt Fund Direct Plan- - 21,141,351 - - 31.12 -
Growth
BNP Paribas Mutual Fund
Medium Term Income Fund Direct Plan 25,000,000 25,000,000 35.84 - 33.55 -
Growth
DHFL Pramerica Mutual
Fund(Formerly Deutsche Mutual
Fund)
Fixed Maturity Plan Series 57-Direct - 4,547,935 - - 5.86 -
Plan-Growth
Short Maturity Fund Direct Plan-Annual - 4,614,440 - - 9.50 -
Bonus
Ultra Short Term Fund-Direct Plan- - 8,868,007 - - 11.73 -
Annual Bonus
Low Duration Fund Direct Plan-Annual - 10,389,886 - - 13.96 -
Bonus (Formerly Cash Opportunities
Fund-Direct Plan-Annual Bonus)
Low Duration Fund-Direct Plan-Growth - 47,411,340 - - 107.70 -
Banking PSU&Debt Fund Direct Plan- - 40,436,362 - - 58.22 -
Growth
Premier Bond Fund-Direct Plan-Growth - 37,688,298 - - 102.23 -
SBI Mutual Fund
Debt Fund Series B-20(1100 Days) Direct 10,000,000 10,000,000 12.52 - - 11.69
Plan-Growth
Dual Advantage Fund -Series VII- Direct- - 15,000,000 - - 17.15 -
Growth
Dual Advantage Fund -Series VIII- Direct- 25,000,000 25,000,000 30.30 - 28.05 -
Growth
Dual Advantage Fund -Series XII- Direct- 15,000,000 15,000,000 18.27 - 16.94 -
Growth
IDFC Mutual Fund


2018 2017 March 31, 2018 March 31, 2017
Fixed Term Plan Series 140 Direct Plan 50,000,000 - - 50.46 - -
-Growth (1145 Days)
Fixed Term Plan Series 144 Direct Plan 50,000,000 - - 50.19 - -
-Growth (1141Days)
Kotak Mutual Fund
HDFC Mutual Fund
FMP 1167 D January 2016(1) -Direct- 15,000,000 15,000,000 - 17.90 - 16.73
Growth-Series-35
FMP 1143 D March 2018(1) -Direct- 75,000,000 - - 75.52 - -
Growth-Series-39
FMP 1147 D March 2018(1) -Direct- 50,000,000 - - 50.17 - -
Growth-Series-39
Cash Management Fund - Treasury 93,610,205 - 355.46 - - -
Advantage Plan - Direct Plan - Growth
Flexible Income Plan-Direct Plan- 4,897,295 - 164.10 - - -
Growth Option
Savings Fund-Direct Plan-Growth 8,409,451 - 227.35 - - -
Option
Savings Fund-Growth-Direct Plan 10,802,841 - 371.54 - - -
Floating Rate Fund -Long Term-Growth- 15,013,571 - 323.28 - - -
Direct Plan
Money Manager Fund-Direct Growth 1,890,316 1,890,316 460.99 - 430.33 -
option
Money Manager Fund-Direct Plan - 4,980 - - 1.07 -
Growth Option
Flexible Income-Diect Plan-Growth - 66,571 - - 2.15 -
Credit Opportunities Fund Direct Plan- - 493,789 - - 92.65 -
Growth
Short Term Fund-Direct Plan Growth 1,299,935 1,299,935 309.61 - 291.22 -
Medium Term Bond Fund-Direct Plan 1,398,253 1,398,253 254.40 - 236.86 -
Growth
Bank Debt Fund-Direct Plan Growth - 387,669 - - 54.43 -
DHFL Pramerica Mutual
Fund(Formerly Deutsche Mutual
Fund)
Fixed Duration Fund -Series AE-Direct 62,500 62,500 - 6.72 - 6.28
Plan-Growth
Fixed Duration Fund -Series AG-Direct 100,000 100,000 - 10.71 - 10.01
Plan-Growth
Credit Opportunities Fund-Direct Plan - 61,626 - - 15.88 -
Growth

2018 2017 March 31, 2018 March 31, 2017
Equity fund
Arbitrage Fund Direct Plan-Monthly - 127,826,937 - - 136.17 -
Dividend-Payout
Arbitrage Fund -Direct Plan -Dividend - 115,340,768 - - 153.26 -
Arbitrage Fund Dividend -Direct Plan - 10,000,000 - - 10.30 -
-Payout
Arbitrage Advantage Fund-Direct Plan 163,714,610 163,714,610 177.78 - 176.70 -
Dividend Payout
UTI Mutual Fund
Spread Fund Direct Plan-Dividend - 47,871,850 - - 79.10 -
Payout
IndiaBulls Mutual Fund
Arbitrage Fund-Direct Plan- Dividend- - 94,670,074 - - 100.13 -
Payout
IDFC Mutual Fund
Arbitrage Plus Fund -Direct Plan- 83,850,668 40,645,780 109.21 - 50.20 -
Monthly Dividend
Kotak Mutual Fund
Equity Arbitrage Fund-Direct Plan 281,442,341 281,442,341 309.34 - 308.23 -
-Monthly Dividend
Equity Arbitrage Fund-Direct Plan 42,072,844 - 99.12 - - -
-Fortnight Dividend
Equity Arbitrage Fund-Direct Plan- 200,901,478 - 290.18 - - -
Dividend Payout
Enhanced Arbitrage Fund - Direct Plan 95,931,942 - 105.92 - - -
- Dividend
HDFC Mutual Fund
Arbitrage Fund-Wholesale Plan-Monthly 233,040,385 - 245.25 - - -
Dividend Direct Plan- Payout
Axis Mutual Fund
Enhanced Arbitrage Fund Direct 93,310,036 - 101.99 - - -
Dividend Payout
Liquid fund
Liquid Direct plan-Growth 5,843,394 19,623,823 150.26 - 472.38 -
Cash Plus-Growth-Direct Plan - 10,055,662 - - 262.76 -
Liquidity Fund- Direct Growth Plan 687,290 - 179.91 - - -
Growth Option
IDFC Mutual Fund


2018 2017 March 31, 2018 March 31, 2017
Cash Fund -Growth-(Direct Plan) 1,498,579 - 316.23 - - -
Axis Mutual Fund
Liquid Fund-Direct Plan-Growth 1,119,693 - 215.82 - - -
Kotak Mutual Fund
Liquid Scheme Plan A-Direct Plan- - 151,674 - - 50.02 -
Growth
HDFC Mutual Fund
Liquid Fund Direct Plan Growth - 187,036 - - 60.02 -
DSP BlackRock Mutual Fund
Liquidity Fund Direct Plan Growth - 215,037 - - 50.01 -
Total Investments 5,591.12 918.49 4,544.06 496.94
As at As at
March 31, 2018 March 31, 2017
Aggregate book value of quoted investments - 272.72 121.05 274.61
Aggregate market value of quoted investments - 279.02 123.08 274.38
Aggregate carrying value of unquoted investments 5,591.12 1,955.49 4,423.01 1,397.79
Aggregate amount of impairment in value of investments - (150.09) - (150.09)
Category-wise investment as per Ind AS 109 classification

March 31, 2018 March 31, 2017
Financial assets carried at fair value through profit or loss (FVTPL)
Unquoted
Investment in equity instruments - - - 13.73
Financial assets carried at amortised cost
Quoted
Investment in equity instruments - 5.31 - -
Quoted

Investments in associates
Details of investments in associates (carrying amount determined using equity method of accounting)
Proportion of ownership interest and

voting rights held by the Company
Place of incorporation and As at As at
Name of associate Principal Activity principal place of business March 31, 2018 March 31, 2017
Hero FinCorp Limited Non-Banking Financial India 41.03% 41.03%
Company
Ather Energy Private Business of designing and India 32.31% 30.12%
Limited manufacturing smart electric
vehicles and associated
charging infrastructure
Also refer Note 41

Summarised financial information in respect of the Company’s material associates is set out below. The summarised financial information
below represents amounts shown in the associate’s financial statements prepared in accordance with Ind AS.
As at As at
Hero FinCorp Limited March 31, 2018 March 31, 2017
Non-current assets 7,025.91 5,218.38
Current assets 6,539.49 4,882.87
Non-current liabilities (5,875.54) (4,423.78)
Current liabilities (5,433.71) (3,755.35)

March 31, 2018 March 31, 2017
Total revenue 1,806.08 1,317.14
Profit for the year 147.13 117.78
Other comprehensive income for the year 0.48 -
Total Comprehensive income for the year 147.61 117.78
Dividends received from the associate during the year 5.75 3.83
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised
in the consolidated financial statements
As at As at
March 31, 2018 March 31, 2017
Net assets of the associate 2,256.15 1,922.12
Add: Impact of partly paid equity instruments in the associate - 197.40
Proportion of the Group’s ownership interest in the associate 41.03% 41.03%
Group’s ownership interest in the associate 925.61 869.56
Add: Goodwill on acquisition 46.67 46.67
Less: Portion of partly paid equity instruments payable by the Company - 70.03
Carrying amount of the Group’s interest in the associate* 972.28 846.20
* Carrying amount includes gain of ` Nil crores (previous year ` 262.09) on account of dilution of equity interest in associate from
48.42% to 41.03% pursuant to investment in the associate by other investors.


Ather Energy Private Limited As at As at

March 31, 2018 March 31, 2017
Non-current assets 144.08 42.28
Current assets 115.02 208.89
Non-current liabilities (13.71) (1.00)
Current liabilities (16.26) (5.61)
For the year ended For the period

March 31, 2018 January 4, 2017 to
March 31, 2017
Revenue 9.03 1.42
Profit/ (loss) for the year (36.65) (4.18)
Other comprehensive income for the year (0.11) (0.23)

Total Comprehensive income for the year (36.76) (4.41)
Note: As the investment into associate has been made on January 4, 2017, profit/ (loss) is reported for the post acquisition period.
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associate recognised
in the consolidated financial statements
As at As at
March 31, 2018 March 31, 2017
Net assets of the associate 229.13 244.56
Proportion of the Group's ownership interest in the associate 32.31% 30.12%
Group's ownership interest in the associate 74.03 73.65
Add: Goodwill on acquisition 113.32 105.52
Carrying amount of the Group's interest in the associate 187.35 179.17
10. Loans ( financial assets)

March 31, 2018 March 31, 2017
Non - current
Total 45.85 48.52
Current
Total 28.50 24.93
Note :- These financial assets are carried at amortised cost, unless otherwise stated.

11. Others ( financial assets)

March 31, 2018 March 31, 2017
Current
Derivatives instruments carried at fair value - 4.42
Interest accrued on deposits 0.41 0.22
Accrual of incentives from State Governments 518.65 123.05
Other recoverables 24.22 17.33
Total 543.28 145.02
Note :- These financial assets are carried at amortised cost unless otherwise stated.
12. Income tax assets (net)

March 31, 2018 March 31, 2017
Advance income tax 1,845.50 1,414.74
Less : Provision for taxation 1,450.99 1,082.24
Net 394.51 332.50
13. Other assets

March 31, 2018 March 31, 2017
Non-current
Capital advances 192.80 221.19
Prepayment land leases * 244.17 246.89
- Excise duty 47.79 45.62
- VAT/ sales tax 72.08 143.16
Total 559.58 658.35
Current
Prepayment land leases * 2.83 2.94
Advance to suppliers 30.97 87.62
Other advances 4.95 4.09
- Excise duty 21.28 113.13
- VAT/ sales tax 83.76 130.09
- GST/ Excise duty-current account 5.41 0.64
- Export incentive receivable 19.86 17.66
Total 212.11 400.78
* Prepayment of land leases include net value of leasehold land as under:


Particulars As at March 31, 2018

Gross value Accumulated Net value
Amortisation
Halol (Gujarat) 83.71 3.80 79.91
Haridwar (Uttarakhand) 95.86 12.42 83.44
Neemrana (Rajasthan) 13.10 1.66 11.44
Kukas-Jaipur (Rajasthan) 78.36 6.15 72.21
Total 271.03 24.03 247.00
14. Inventories
(lower of cost and net realisable value)
March 31, 2018 March 31, 2017
Raw materials and components 447.08 397.14
Goods in transit of raw materials and components 111.78 27.43
Finished goods
Stores and spares 89.46 82.93
Loose tools 24.05 20.89
Total 962.68 708.58
- The mode of valuation of inventories has been stated in note no. 3.12
15. Trade receivables

March 31, 2018 March 31, 2017
Current
Secured, considered good 29.62 32.10
Unsecured - considered good 1,397.35 1,519.65
- considered doubtful 28.94 23.70
1,455.91 1,575.45
Less: Impairment of trade receivables 28.94 23.70
Total 1,426.97 1,551.75
The concentration of credit risk is limited due to the fact that the customer base is large
and unrelated
Age of receivables
Within the credit period 1,167.03 1,103.80
Upto 6 months past due 247.42 442.18
More than 6 months past due 12.52 5.77
Total 1,426.97 1,551.75

16. Cash and cash equivalents

March 31, 2018 March 31, 2017
Cash on hand 0.07 0.10
Balances with banks
In current accounts 94.22 40.25
In deposit accounts 36.32 33.71
Cash and cash equivalents 130.61 74.06
17. Other Bank Balances

March 31, 2018 March 31, 2017
Balances with banks
In dividend current accounts (earmarked accounts) 73.86 89.97
In deposit accounts* 33.10 31.36
Total 106.96 121.33
* The Company had placed fixed deposits aggregating ` 25.00 crores with Dena Bank on February 18, 2014. Subsequent thereto,
it was brought to the notice of the Company that money had been fraudulently withdrawn by pledging fictitious copies of such
fixed deposit receipts with concerned bank by some individuals. The Company has filed a recovery suit which is pending in the
honourable Delhi High Court against the bank. In the interim, the Bank has renewed the deposits for a period (along with interest
earned thereon).
18. Share capital
(a) Equity share capital
March 31, 2018 March 31, 2017
Authorised Equity shares capital
250,000,000 (March 31, 2017: 250,000,000) Equity shares of ` 2 each 50.00 50.00
Total 50.00 50.00
Issued, subscribed and fully paid up
199,711,455 (March 31, 2017: 199,696,838) Equity shares of ` 2 each 39.94 39.94
Total 39.94 39.94
The Company has only one class of equity shares having a par value of ` 2 per share. Each holder of equity shares is entitled to one
vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amount, in proportion to their shareholding.
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
March 31, 2018 March 31, 2017
Nos. ` in crores Nos. ` in crores
Opening Balance 199,696,838 39.94 199,690,088 39.94
Issued during the year - # Current year ` 29,234 14,617 # 6,750 #
(previous year ` 13,500) - ESOP (refer note 42)
Closing Balance 199,711,455 39.94 199,696,838 39.94


(ii) Details of shareholders holding more than 5% equity shares in the Company:
March 31, 2018 March 31, 2017
Nos. % holding in Nos. % holding in
the class the class
Ms Renu Munjal * 9,309,019 4.66% 9,309,019 4.66%
Mr Suman Munjal * 9,309,019 4.66% 9,309,019 4.66%
Mr Pawan Munjal * 9,309,020 4.66% 9,309,020 4.66%
M/S Bahadur Chand Investments (P) Ltd 39,943,238 20.00% 39,943,238 20.00%
* Hold shares on behalf of Brijmohan Lall Om Prakash (partnership firm)
(iii) Shares options/ Restricted stock units granted under the Company’s employee share option plan
Option Series Share Options Outstanding (In Nos.)

As at As at Expiry Date
March 31, 2018 March 31, 2017
ESOP 2014 4,146 11,490 Oct 21, 2021
ESOP 2016 33,778 41,290 Aug 21, 2023
RSU 2016 7,083 11,194 Aug 21,2023
ESOP 2017 29,800 - Oct 31, 2024
RSU 2017 14,330 - Oct 31, 2024
Also refer details of the employee stock option plan are provided in Note 42.
(b) Preference share capital

March 31, 2018 March 31, 2017
Authorised Preference shares capital
4,00,000 (March 31, 2017: 4,00,000) Cumulative convertible preference shares of 4.00 4.00
` 100 each
4,00,000 (March 31, 2017: 4,00,000) Cumulative redeemable preference shares of 4.00 4.00
` 100 each
Total 8.00 8.00
Note: The Company has not issued preference share capital.
19. Other equity

As at As at
Particulars March 31, 2018 March 31, 2017
Capital reserves # #
Securities premium 8.30 3.13
General reserve 2,676.34 2,676.34
Share options outstanding account 6.74 3.90
Foreign currency translation reserve (6.87) (5.40)
Retained earnings 9,247.01 7,597.60
Total 11,931.52 10,275.57


March 31, 2018 March 31, 2017
A. Capital reserves
Opening balance
On shares forfeited (#` 4,250) # #
Securities premium account on forfeited ## ##
shares reissued(##` 25,500)
B. Securities premium account
Premium on equity shares issued during the year @ 5.17 2.26
@ Addition in share premium account represents premium on equity shares under various schemes amounting to ` 2.66 crores
(previous year `1.45 crore) and ` 2.51 crore (Previous year ` 0.81 crore) transferred from share option outstanding account on
14,617 equity shares (Previous year 6,750 equity shares) issued and alloted during the year under ESOP schemes. Also refer note
42.
C. General reserve
General reserve at the beginning and end of the year 2,676.34 2,676.34
D. Share options outstanding account
Add: Net charge during the year 5.35 3.42
Less: Transferred to securities premium on issue of shares (2.51) (0.81)
This relates to share options granted by the Company to its employees under its employee share options plan. Further information
about share based payments to employees is set out in note 42.
E Foreign currency translation reserve
Opening balance (5.40) (2.86)
Exchange differences in translating the financial statements of foreign operations (2.25) (3.88)
Closing balance (6.87) (5.40)
F Retained earnings
Opening balance 7,597.60 6,118.53
Add: Profit for the year 3,720.40 3,584.27
Adjustment on account of change in controlling interest (23.50) -
Other Comprehensive income arising from remeasurement of defined benefit (4.42) (14.17)
obligation net of income tax
Less: Appropriations
Interim dividend for Financial year 2017-18 [amount per share ` 55.0 (Financial 1,098.41 1,098.33
Year 2016-17 : ` 55.0)]
Final dividend for Financial year 2016-17 [amount per share ` 30.0 (Financial 599.09 639.01
Year 2015-16 : ` 32.0)]
Tax on dividend 345.57 353.69
Balance at end of year 9,247.01 7,597.60
In respect of the year ended March 31, 2018, the directors propose that a dividend of ` 40 per share be paid on fully paid equity
shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as
liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total
estimated equity dividend to be paid is ` 963.05 crores (includes dividend distribution tax thereon of ` 164.20 crores)


20. Non-controlling interests

March 31, 2018 March 31, 2017
Adjustment on account of change in controlling interest* 23.50 -
Share of profit/(loss) for the year 0.40 (39.97)
Closing non-controlling interest 93.21 67.38
* During the year, the holding company has Increased its stake in HMCL Colombia SAS from 55% to 68%.
21. Borrowings
March 31, 2018 March 31, 2017
Non-current
Unsecured - at amortised cost
Term loan
- from Banks* 42.81 44.43
Long term maturities of finance lease obligation** 96.61 95.44
Secured - at amortised cost
Term loan
- from Banks# 10.21 68.03
149.63 207.90
Current
Unsecured
Loan repayable on demand
-from banks @ 75.37 40.08
75.37 40.08
* Includes ` 37.76 crores (March 31, 2017 - ` 36.49 crores,) borrowed by HMCL Colombia SAS against demand promissory notes, payable
over a period of 7 years charged at DTF interest rate +5%.
* Includes ` 5.06 crores (March 31, 2017 - ` 7.94 crores,) of HMC MM Auto Ltd., repayable in 18 quarterly installments starting with effect
from September 07, 2016, last installment due on December 07, 2020. Rate of Interest -Bank base rate + 50 basis points.
** ` 96.61 crores (previous year ` 95.44) borrowed by HMCL Colombia toward leasing of building, plant and machinery, cars repayable
over 8-12 years at DTF 4.0% to 5.35%
#
These include borrowing by HMCL Niloy Bangladesh secured against first charge over entity’s plant and machinery, inventory, and
debtors. The term loans are repayable over a period of 6 years with a moratorium period of one year at Libor+4%. Working capital
facilities are charged at 10.50%-11.50% repayable over 6 months or on demand
@
Includes ` 18.73 crores (March 31, 2017 - ` 11.68 crores,) of HMC MM Auto limited and `1.61 crores (March 31, 2017 - ` 28.40 crores,)
of HMCL Colombia SAS at DTF+3.5%, Libor+1.2%

22 Provisions
March 31, 2018 March 31, 2017
Non-current
Gratuity 0.81 0.18
Sub-total (A) 25.94 16.17
Sub-total (B) 93.24 59.45
Total (A+B) 119.18 75.62
Current
Gratuity 0.21 0.17
Sub-total (A) 5.37 5.12
Sub-total (B) 54.92 37.45
Total (A+B) 60.29 42.57
(i) The provision for employee benefits includes compensated leaves, gratuity, and vested long service reward.
(ii) Movement in warranties provisions
March 31, 2018 March 31, 2017
Amount utilised during the year (57.69) (55.31)
Unwinding of discount on provisions (4.02) 3.88
The provision for warranty claims represents the present value as best estimate of the future economic benefits that will be
required under the Group’s obligations for warranties under local sale of goods legislation. The estimated has been made on the
basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events
affecting product quality.
23 Deferred tax (assets)/ liabilities (net)

March 31, 2018 March 31, 2017
Property plant and equipments and intangible assets 492.75 381.88
Financial assets carried at fair value through profit and loss 66.26 77.53
Investments in associate 87.53 65.06
Others 19.95 17.38
Sub-total (A) 666.49 541.85
Accrued expenses deductible on payment 43.88 6.66
Others 27.64 18.67
Sub-total (B) 84.60 72.95
Total (A-B) 581.89 468.90


A. Movement of Deferred tax (assets)/ liabilities

For the year ended March 31, 2018
Particulars Opening Recognised in Recognised in Other Closing balance
balance profit and Loss* comprehensive
income
Property plant and equipments and intangible assets 381.88 110.87 - 492.75
Financial assets carried at fair value through profit and loss 77.53 (11.27) - 66.26
Investments in associate 65.06 22.47 - 87.53
Others 17.38 2.57 - 19.95
Deferred tax assets on
Deferred revenue 47.62 (34.54) - 13.08
Re-measurement of defined benefit obligation - (2.53) 2.53 -
Others 18.67 7.46 1.52 27.64
Deferred tax (assets)/liabilities (net) 468.90 117.03 (4.05) 581.89
* includes ` 1.91 crore on account of foreign exchange fluctuation
For the year ended March 31, 2017
Particulars Opening Recognised in Recognised in Other Closing balance
balance profit and Loss* comprehensive
income
Property plant and equipments and intangible assets 230.75 151.13 - 381.88
Financial assets carried at fair value through profit and loss 33.02 44.51 - 77.53
Investments in associate - 65.06 - 65.06
Others 16.48 0.90 - 17.38
Deferred tax assets on
Deferred revenue 46.26 1.36 - 47.62
Re-measurement of defined benefit obligation - (7.45) 7.45 -
Others 5.62 10.66 2.39 18.67
Deferred tax (assets)/liabilities (net) 221.77 256.97 (9.84) 468.90
*includes ` 0.11 crore on account of foreign exchange fluctuation
B. Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items, because it is not probable that the future taxable
profit will be available against which the respective subsidiaries in its jurisdiction can use the benefits therefrom:
Particulars 31-Mar-18 31-Mar-17

Gross amount Unrecognised Gross amount Unrecognised
tax effect tax effect
Tax losses from HMC MM Auto Limited (will expire on 31 20.18 6.24 17.21 5.32
Mar 2027)
Unabsorbed depreciation losses from HMC MM Auto 20.35 6.29 14.56 4.50
Limited (can be carried forward for indefinite period)
Tax losses from HMCL Columbia SAS (will expire in 2029-30) 60.28 20.86 65.18 22.56
24 Trade payables
March 31, 2018 March 31, 2017
Total outstanding dues of creditors
Other trade payables 3,375.26 3,266.20
Total 3,375.26 3,266.20

25 Other financial liabilities

March 31, 2018 March 31, 2017
Current
Current maturities of long-term borrowings 2.89 12.63
Capital creditors 70.97 205.60
Security deposits dealers and others 57.69 62.47
Interest accrued but not due on borrowings 0.07 0.52
Unclaimed dividend * 73.87 89.99
Total 205.49 371.21
* Does not include any amounts outstanding as at March 31, 2018 which are required to be credited to Investor Education and Protection Fund.
26 Other liabilities
March 31, 2018 March 31, 2017
Current
Statutory remittances (contributions to PF ESIC, withholding taxes, GST, excise 270.41 107.96
duty, VAT, service tax, etc.)
Advance from customers 237.39 79.08
Others 3.11 4.86
Total 764.95 456.63
27. Revenue from operations

March 31, 2018 March 31, 2017
(a) Sale of products (Gross)
Two wheelers [includes excise duty of ` 642.57 crores (Previous year ` 2,373.23 29,669.10 27,872.56
crores)]
Components 6.06 -
Spare parts 2,556.02 2,570.22
32,231.18 30,442.78
(b) Income from services
Dealers support services 23.82 27.34
Goodlife program for customers 47.71 51.59
Services - others 145.64 132.92
217.17 211.85
(c) Other operating revenue
Duty drawback and other incentives 27.77 21.85
Incentive on investment from State Governments 550.15 266.43
Miscellaneous income 74.67 40.75
652.59 329.03
Total 33,100.94 30,983.66


28. Other income

March 31, 2018 March 31, 2017
(a) Interest income on financial assets carried at amortised cost
Tax free bonds, debentures and other instruments classified as debt 24.89 36.48
Deposit with bank and others 132.30 122.82
(b) Dividend income
Dividend received on investments carried at fair value through profit or loss 70.56 37.98
(c) Profit on sale of investments* 216.09 137.85
(d) Net gain on investments carried at fair value through profit or loss 74.59 179.60
(e) Other non-operating income
Total 523.17 521.95
* After adjusting loss on sale of current investments aggregating ` 0.18 crore (previous year ` 0.05 crore)
29. Cost of materials consumed

March 31, 2018 March 31, 2017
Raw materials and components consumed:
Opening stock 424.57 389.80
Add: Purchase of raw materials and components 22,185.17 19,102.46
22,609.74 19,492.26
Less: closing stock 558.86 424.57
22,050.88 19,067.69
Less: Cash discount 54.94 48.35
Consumption of raw materials and components 21,995.94 19,019.34
Net consumption 21,995.94 19,019.34
30. Changes in inventory of finished goods and work-in-progress

March 31, 2018 March 31, 2017
(a) Opening stock
180.19 276.93
(b) Closing stock
290.31 180.19
Net (increase)/ decrease in inventory (110.12) 96.74

31. Employee benefits expenses

March 31, 2018 March 31, 2017
Employee benefits expenses
Salaries and wages 1,368.93 1,239.89
Contribution to provident and other funds 110.01 109.52
Employee stock compensation cost (refer note no 42) 5.35 3.42
Staff welfare expenses 99.42 79.66
Total 1,583.71 1,432.49
Employee Benefit Plans
The details of various employee benefits provided to employees are as under:
A. Defined Benefit Contribution and other plans

March 31, 2018 March 31, 2017
a) Employer’s contribution to provident fund & others 66.67 56.71
b) Employer’s contribution to superannuation fund 18.08 18.72
c) Employer’s contribution to gratuity fund 20.58 31.07
d) Employer’s contribution to ESIC 4.68 3.02
110.01 109.52
B. Defined benefit plan:

In accordance with the Payment of Gratuity Act, 1972, the Holding Company provides for gratuity, as defined benefit plan. The
gratuity plan provides for a lump sum payment to the employees at the time of separation from the service on completion of
vested year of employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at the end of each
financial year based on which the Holding Company contributes the ascertained liability to Life Insurance Corporation of India with
whom the plan assets are maintained.
These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate risk , longevity risk and
salary risk
Investment Risk The present value of the defined benefit plan liability (denominated in Indian Rupee) is
calculated using a discount rate which is determined by reference to market yields at the end
of the reporting period on government bonds. Currently for the plan in India, it has a relatively
balanced mix of investments in government securities, and other debt instruments.
Interest Rate Risk The defined benefit obligation calculated uses a discount rate based on government bonds. If
bond yields fall, the defined benefit obligation will tend to increase
Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best
estimate of the mortality of plan participants both during and after their employment. An
increase in the life expectancy of the plan participants will increase the plan's liability.
Salary Risk Higher than expected increases in salary will increase the defined benefit obligation
The present value of the defined benefit obligation, and the related current service cost, were measured using the projected unit
credit method.


The principal assumptions (demographic and financial) used for the purposes of the actuarial valuations were as follows:-
Principal assumptions: Funded
Gratuity Gratuity
As at March 31, 2018 As at March 31, 2017
Future salary increase 6.00% p.a. for first year and 5% 6.00% p.a. for first two years and 5%
thereafter thereafter
Withdrawal rate Upto 30 years: 3% Upto 30 years: 3%
from 31 to 44 years: 2% from 31 to 44 years: 2%
In service mortality Indian Assured Lives Mortality Ult. Indian Assured Lives Mortality Ult.
(2006-08) (2006-08)
Principal assumptions: Un-funded

Gratuity Gratuity
Future salary increase 5.50% 5.50%
Withdrawal rate Upto 30 years: 3% Upto 30 years: 3%
from 31 to 44 years: 2% from 31 to 44 years: 2%
In service mortality Indian Assured Lives Mortality Ult. Indian Assured Lives Mortality Ult.
(2006-08) (2006-08)
Amounts recognized in statement of profit and loss in respect of this defined benefit plan are as follows :-
For the year For the year For the year For the year
ended March ended March ended March ended March
31, 2018 31, 2017 31, 2018 31, 2017
Gratuity- funded Gratuity- unfunded
Service cost:
Current service cost 13.34 10.76 0.06 0.07
Net Interest expense/(income) - (1.22) 0.03 0.02
Components of defined benefit costs recognized in 13.34 9.54 0.09 0.09
profit or loss
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net 0.90 0.81 - -
interest expense)
Actuarial (gains)/ losses arising from changes in financial (11.10) 10.06 (0.00) 0.01
assumptions
Actuarial (gains)/ losses arising from experience 17.44 10.66 (0.04) 0.04
adjustments
Components of defined benefit costs recognized in other 7.24 21.53 (0.04) 0.05
comprehensive income
Total 20.58 31.07 0.05 0.14

The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans
is as follows :
As at As at
March 31, 2018 March 31, 2017
Present Value of funded defined benefit obligation 220.52 202.13
Fair value of plan assets 220.52 202.13
Net liability arising from defined benefit obligation - -
Present Value of unfunded defined benefit obligation 0.45 0.35
Fair value of plan assets - -
Net liability arising from defined benefit obligation 0.45 0.35
Movements in the present value of the defined benefit obligation are as follows :-
For the year For the year For the year For the year
ended March ended March ended March ended March
31, 2018 31, 2017 31, 2018 31, 2017
Gratuity- funded Gratuity- unfunded
Opening defined obligation 202.13 167.32 0.35 0.21
Acquisition adjustment - - 0.07 -
Current service cost 13.34 10.76 0.06 0.07
Interest cost 14.00 12.84 0.03 0.02
Remeasurement (gains)/losses:
Actuarial (gains)/ losses arising from changes in financial (11.10) 10.06 (0.00) 0.01
assumptions
Actuarial (gains)/ losses arising from experience 17.44 10.66 (0.04) 0.04
adjustments
Benefits paid (15.29) (9.51) - -
Closing defined benefit obligation 220.52 202.13 0.45 0.35
Movements in the fair value of the plan assets are as follows

Gratuity
March 31, 2018 March 31, 2017
Opening fair value of plan assets 202.13 167.32
Interest income 14.00 14.06
Remeasurement gain/(loss):
Return on plan assets (excluding amounts included in net interest expense) (0.90) (0.81)
Contribution 20.58 31.07
Benefit paid (15.29) (9.51)
Closing fair value of plan assets 220.52 202.13
The Holding Company makes annual contribution to Life Insurance Contribution (LIC). As LIC does not disclose the composition of
its portfolio investments, break-down of plan investments by investment type is not available to disclose.
Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase.
The sensitivity analysis below have been determined based on reasonable possible changes of the respective assumptions
occurring at the end of the year, while holding all other assumptions constant.
- If the discount rate is 50 basis points higher (lower), the defined benefit obligation would decrease by ` 7.33 crore (increase by
` 7.82 crore) ( as at March 31, 2017: Decrease by ` 7.28 crores (increase by ` 7.79 crores).
- If the expected salary growth increases (decreases) by 0.5%, the defined benefit obligation would increase by ` 7.12 crores
(decrease by ` 7.56 crores) ( as at March 31, 2017: increase by ` 7.90 crores (decrease by ` 7.45 crores)).


Sensitivities due to change in mortality rate and change in withdrawal rate are not material and hence impact of such change is
not calculated.
Sensitivity Analysis
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is
unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated
using the projected unit credit method at the end of reporting year, which is same as that applied in calculating the defined benefit
obligation liability recognized in the balance sheet.
Asset-Liability Matching Study
There is no (deficit)/Surplus of liability and funds, hence asset liability matching study not performed.
Maturity profile of defined benefit obligation
As at As at
Particulars March 31, 2018 March 31, 2017
Average duration of the defined benefit obligation (in years) 9.03 years 9.4 years
The Company expects to make a contribution of ` 14.27 crore (as at March 31, 2017 `23.15 crore,) to the defined benefit plans
during the next financial year.
32. Finance costs
March 31, 2018 March 31, 2017
Interest cost on financial liabilities at amortised cost
on dealers security deposits 3.94 1.99
on borrowings 21.88 20.11
on others 0.96 1.30
Unwinding of discount on provisions 4.02 3.88
Total 30.80 27.28
33. Other expenses
March 31, 2018 March 31, 2017
Stores and tools consumed 108.49 91.27
(Increase)/decrease of excise duty on finished goods - (7.32)
Packing, forwarding, freight etc. 1,128.83 962.44
Power and fuel 139.84 112.84
Rent 43.31 37.48
Lease rent 37.84 30.91
Repairs and maintenance
- Buildings 24.12 19.71
- Plant and machinery 100.98 94.54
- Others 7.48 7.47
Insurance charges 45.57 44.98
Rates and taxes 71.03 221.66
Royalty - 18.44
Advertisement and publicity 852.60 779.20
Donations 0.41 0.72
Expenditure on corporate social responsibility 84.34 85.14
Payment to auditors 1.44 2.33
Loss on property, plant and equipment sold/discarded 9.28 9.08
Provision for doubtful debts 5.24 9.57
Bad debts written off - 6.70
Miscellaneous expenses 995.47 953.12
Total 3,663.79 3,485.89

Payment to auditors
March 31, 2018 March 31, 2017
a) As Statutory Audit
-Audit fee 0.81 1.00
-Audit fee for Internal Control Over Financial Reporting - 0.17
-Limited Review of unaudited financial results 0.45 0.72
-Other certifications 0.06 0.36
b) Tax audit fees 0.05 0.07
c) Out of pocket expenses 0.07 0.01
Expenditure on Corporate Social Responsibility (CSR)

March 31, 2018 March 31, 2017
(a) Gross amount required to be spent 82.60 70.62
(b) Amount spent for the purposes other than Construction/acquisition of assets in the 84.34 85.14
Company
34. Income tax expense

(a) Income tax expense recognised in Statement of profit and loss
March 31, 2018 March 31, 2017
Current tax:
In respect of the current year 1,450.99 1,082.24
Deferred tax charge
In respect of the current year 118.94 256.86
Total income tax expense recognised in the Statement of profit and loss 1,569.93 1,339.10
(b) Income tax on Other Comprehensive Income

March 31, 2018 March 31, 2017
Deferred tax benefit
Arising on income and expenses recognised in other comprehensive
income:
Re-measurement of defined benefit obligations 2.53 7.45
Others 1.52 2.39
Total income tax benefit recognised in other comprehensive income 4.05 9.84


(c) The income tax expense for the year can be reconciled to the accounting profit as follows:
March 31, 2018 March 31, 2017
Income tax expense calculated at 34.608% (2016-17 34.608%) 1,831.49 1,690.74
Effect of deduction under section 80IC of the Income tax Act, 1961 (190.68) (179.01)
Additional deduction on research and product development cost (42.06) (124.09)
Additional deduction for investment allowance under Section 32 AC of the - (28.94)
Income tax Act, 1961
Effect of income exempt/ taxed on lower rate (68.86) (74.44)
Effect of unused tax losses of subsidiaries not recognised as deferred tax assets 23.90 27.47
Others 16.14 27.37
Income tax expense recognised in the Statement of profit and loss 1,569.93 1,339.10
35. Earnings per share*

March 31, 2018 March 31, 2017
Basic earnings per share (in `) 186.30 179.49
Diluted earnings per share (in `) 186.29 179.49
The earnings and weighted average number of equity shares used in the calculation of
basic earnings per share are as follows.
Profit for the year attributable to owners of the Company (` in crores) 3,720.40 3,584.27
Opening Balance 199,696,838 199,690,088
Effect of share options exercised 4,884 1,659
Weighted average number of equity shares for the purposes of basic earnings per share 199,701,722 199,691,747
Effect of share options 11,794 -
Weighted average number of equity shares for the purposes of diluted earnings 199,713,516 199,691,747
per share
* Impact of ESOP was anti dilutive for the year ended 31 March 2017
36. Contingent liabilities and commitments (to the extent not provided for)
March 31, 2018 March 31, 2017
a) Contingent liabilities
In respect of excise matters
The above matter are subject to legal proceedings in the ordinary course of 104.32 104.14
business. The legal proceeding when ultimately concluded will not, in the opinion
of management, have a material effect on the result of operations or the financial
position of the Group.
Additionally, the Group is involved in other disputes, lawsuits, claims, governmental
and/ or regulatory inspections, inquiries, investigations and proceedings, including
commercial matters that arise from time to time in the ordinary course of business.
The Group believes that none of these matters, either individually or in aggregate,
are expected to have any material adverse effect on its financial statements.
b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not 339.73 410.25
provided for (Net of advances paid amounting to ` 194.99 crores (March 31, 2017 `
221.19 crores))

37. Segment Reporting

The Group primarily operates in the automotive segment. The automotive segment includes all activities related to development, design,
manufacture, assembly and sale of vehicles, as well as sale of related parts and accessories. The board of directors of the Group, which has
been identified as being the chief operating decision maker (CODM), evaluates the Group’s performance, allocate resources based on the
analysis of the various performance indicator of the Group as a single unit.
Therefore, based on the guiding principles given in Ind AS 108 on ‘Operating Segments’, the Company’s business activity fall within a
single operating segment, namely automotive segment . Accordingly, the disclosure requirements of Ind AS 108 are not applicable.
Entity wide disclosure details as per Ind AS 108 on Operating segments are given below:
Domestic Overseas Total
Revenue from operations
2017-18 32,168.75 932.19 33,100.94
2016-17 30,311.97 671.69 30,983.66
Non current segment assets
As at March 31, 2018 5,611.92 1,469.57 7,081.49
As at March 31, 2017 5,593.60 1,318.45 6,912.05
a) Domestic segment includes sales and services to customers located in India.

b) Overseas segment includes sales and services rendered to customers located outside India.
c) Non-current segment assets includes property, plant and equipment, intangible assets including capital work in progress and intangible assets
under development, non-current financial assets and non-current other assets.
d) There are no major external customer where revenue exceeds more than 10% of the entity’s revenue.
38. Related party disclosures under Ind AS 24

A. Parties in respect of which the Group Companies are associate
Brijmohan Lall Om Prakash (Partnership firm)
Bahadur Chand Investments Private Limited
Magneti Marelli S.p.A, Italy
Niloy Motors Limited; Bangladesh
Nitol Motors Limited; Bangladesh
Nitol Electronics; Bangladesh
Nitol Tours & Travels; Bangladesh
Nreach- Net (Pvt) Ltd; Bangladesh
Nitol Machineries Ltd; Bangladesh
Nitol Insurance Company Ltd; Bangladesh
Woven Holdings LLC USA
Velvet Management LLC USA
B. Associate of the Group
Ather Energy Private Limited (w.e.f January 03, 2017)
Erik Buell Racing Inc
C. For subsidiaries of the Holding Company - Refer Note 2.4
D. Key management personnel and their relatives
Mr. Pawan Munjal - Chairman, Managing Director and CEO
Mr. Sunil Kant Munjal - Joint Managing Director (up to August 16, 2016)
Mr. Suman Kant Munjal - Director
Mr. Vikram Sitaram Kasbekar - Whole Time Director (w.e.f August 8, 2016 )
Mr. Ravi Sud - Chief Financial Officer (Upto March 31, 2017)
Mr. Niranjan Kumar Gupta - Chief Financial Officer (w.e.f April 1, 2017)
Mr. Ilam C. Kamboj - Company Secretary (upto April 02, 2016 )
Mrs. Neerja Sharma - Company Secretary (w.e.f August 8, 2016 )


Non Executive and Independent Directors

Mr. Pradeep Dinodia
Gen.(Retd) Ved Prakash Malik
Dr. Pritam Singh
Mr. M. Damodaran
Mr. Ravi Nath
Dr Anand C. Burman
Ms. Shobana Kamineni
Mr. Paul B. Edgerley
Enterprises over which key management personnel and their relatives are able to control:
A.G. Industries Private Limited, A.G Industries (Bawal) Pvt Limited, Rockman Industries Limited, Cosmic Kitchen Private Limited,
Hero Management Services Private Limited, Hero Mindmine Institute Private Limited, Hero Solar Energy Private Limited, BML
Munjal University, Serendepity Arts & Trust and Raman Kant Munjal Foundation
List of other related parties- Post employment benefit plan of the Group
Hero MotoCorp Limited Employees’ Gratuity Fund Trust
Hero MotoCorp Limited Employees’ Superannuation Fund Trust
Refer Note 31 of information on transaction with the above mentioned post employment benefits plan.
Transactions with the above related parties:

a) Parties in respect of which the Group is an associate
March 31, 2018 March 31, 2017
Dividend paid*
Brijmohan Lall Om Prakash 237.38 346.85
Bahadur Chand Investments Private Limited 339.52 193.03
Magneti Marelli S.p.A, Italy
Purchase of goods 10.80 4.53
Technical Know-how 3.22 3.40
Purchase of property and other assets 0.57 0.19
Royalty 0.31 0.22
Niloy Motors Limited
Sale of goods 601.24 -
Loans Repaid - 0.11
Share application money - 0.23
Nitol Motors Limited
Loans Received - 0.13
Loans Repaid - 0.13
Purchase of goods/services
Niloy Motors Limited 15.87 -
Nitol Motors Limited 0.23 -
Nitol Machineries Ltd 25.24 -
Nitol Insurance Company Ltd 0.49 -
Nitol Tours & Travels 0.09 0.09
Nreach- Net (Pvt) Ltd - 0.06
Woven Holdings LLC USA
Investment in equity instruments during the year - 37.25
* excludes proposed final dividend


March 31, 2018 March 31, 2017
- Payable
Magneti Marelli S.p.A, Italy 3.37 1.65
Nitol Machineries Ltd 1.61 -
Nitol Tour & Travels - 0.01
- Receivable
Niloy Motors Limited 18.42 -
b) Associates of the Holding Company

March 31, 2018 March 31, 2017
Lease rental expenses 30.36 25.91
Dividend received 3.83 3.83
Dividend paid 0.01 0.01
Rent received 0.05 0.05


March 31, 2018 March 31, 2017
- Payable
Hero FinCorp Limited 0.65 8.04
c) Key management personnel and their relative.

March 31, 2018 March 31, 2017
Managerial Remuneration/Sitting fees
Mr. Pawan Munjal 75.44 59.48
Mr. Sunil Kant Munjal - 22.02
Mr. Vikram Sitaram Kasbekar 6.25 2.28
Mr. Suman Kant Munjal 0.18 0.18
Mr. Ravi Sud 6.93
Mr. Niranjan Kumar Gupta 2.63
Mr. Ilam C Kamboj - 1.74
Mrs Neerja Sharma 1.63 0.97
Commission/Sitting fees to Non Executive and Independent Directors
Mr. Pradeep Dinodia 0.91 0.92
Gen.(Retd) Ved Prakash Malik 0.76 0.81
Dr. Pritam Singh 0.58 0.70
Mr. M.Damodaran 0.79 0.81
Mr. Ravi Nath 0.56 0.50
Dr Anand C. Burman 0.20 0.12
Ms. Shobana Kamineni 0.09 0.09
Mr. Paul B. Edgerley 0.08 0.17



March 31, 2018 March 31, 2017
-Payables (including commission) 55.07 66.23
Category-wise break up of compensation to key management personnel during the year is as follows:
March 31, 2018 March 31, 2017
Managerial remuneration*
Short-term benefits 84.20 91.24
Post-employment benefits 1.51 2.13
Share-based payments 0.24 0.04
* Does not include provisions for incremental gratuity and compensated absences liabilities, since the provisions are based
on actuarial valuations for the Group as a whole.
d) Enterprises over which key management personnel and their relatives are able to exercise control
March 31, 2018 March 31, 2017
Purchase of raw materials and components etc. 2,878.43 2,488.57
Purchase of property, plant and equipment 22.08 36.38
Payment towards services etc. 3.30 2.09
Expenditure towards Corporate Social Responsibility (CSR) 33.99 35.36

March 31, 2018 March 31, 2017
- Payable 351.85 269.38
Significant related party transactions included in the above are as under :-

March 31, 2018 March 31, 2017
Purchase of raw materials and components etc.
Rockman Industries Limited 1,924.44 1,793.70
Purchase of property, plant and equipment
A.G. Industries Private Limited 0.21 0.50
Hero Solar Energy Private Limited 5.67 12.12
Payment for services etc.
Hero Management Services Private Limited 0.35 0.52
Hero Mindmine Institute Private Limited 1.80 1.57
Hero Solar Energy Private Limited 0.52 -
Rockman Industries Limited 0.62 -
CSR
Raman Kant Munjal Foundation 6.86 1.45
BML Munjal University 22.40 33.67
Serendepity Arts & Trust 4.73 0.24

Significant closing balances of related parties are as under :-

March 31, 2018 March 31, 2017
- Payables
39. Disclosure in respect of operating leases:

The Group has entered into operating lease agreements for premises, motor vehicles, dies and data processing machines. These
lease arrangements are cancellable in nature and range between two to four years. The aggregate lease rentals under these
arrangements amounting to ` 81.15 crores (previous year ` 68.39 crores) have been charged under “Lease rentals” and “ Rent” in Note 33
Future lease payments under operating leases non cancellable in nature is as follows:-
March 31, 2018 March 31, 2017
Not later than one year 0.64 11.42
Later than one year and not later than five years 2.23 2.47
Later than five years 31.82 32.25
Finance leases:
March 31, 2018 March 31, 2017
Present value of minimum lease payments payable*
not later than one year 0.13 1.94
later than one year and not later than five years 0.18 0.20
later than five years 96.31 93.30
* Future minimum lease payments are not determinable as these are computed on floating interest rate basis.
40. Research and development expenses:

Revenue expenditure on research and development incurred and expensed off during the year through the appropriate heads of
account aggregate ` 368.55 crores (previous year ` 427.25 crores). The capital expenditure incurred during the year for research and
development purposes aggregate ` 128.26 crores (previous year ` 276.41 crores).
Capital expenditure For the year ended For the year ended
March 31, 2018 March 31, 2017
Building 7.43 61.28
Equipments 32.61 132.88
Furniture and fixtures 1.62 5.57
Software 2.51 3.49
Vehicles 6.10 4.65
Data processing equipments 6.35 4.57
56.63 212.44
Capital work in progress 71.63 63.97
Total 128.26 276.41
41. In the financial year 2014-15, Erik Buell Racing Inc. (EBR) (along with its subsidiary Erik Buell Racing, LLC), an associate of HMCL (NA) Inc.
a wholly owned subsidiary of the Holding Company ceased their operations and entered into Assignment for the Benefit of Creditors
under Chapter 128 of the Wisconsin Statutes (“Chapter 128 Process”), which is a process similar to the bankruptcy laws of U.S.A. The
said filing was occasioned by inability of EBR to honour outstanding creditors. Consequently the net worth of HMCL (NA) Inc. got fully
eroded. In view of the above, the Holding Company in 2014-15 made a provision of `150.09 crores being the diminution in value of its
investment.


42. Share-based payments

Employee Stock Option Plan
The Employee Stock Options Scheme titled “Employee Incentive Scheme 2014 - Options and Restricted Stock Unit” hereafter referred
to as “Employee Incentive Scheme 2014” or “the Scheme” was approved by the shareholders of the Holding Company through postal
ballot on September 22, 2014. The Scheme covered 49,90,000 options/ restricted units for 49,90,000 equity shares. The Scheme allows
the issue of options/restricted stock units (RSU) to employees of the Holding Company which are convertible to one equity share
of the Group. As per the Scheme, the Nomination and Remuneration Committee grants the options/RSU to the employees deemed
eligible. The options and RSU granted vest over a period of 4 and 3 years respectively from the date of the grant in proportions
specified in the respective ESOP Plans. Options/RSU may be exercised by the employees after vesting period within 7 years from the
date of grant. The fair value as on the date of the grant of the options/RSU, representing Stock compensation charge, is expensed over
the vesting period.
Details of the Stock Option/ RSU issued under the Scheme
Plan Number of Grant date Expiry date Exercise Price Weighted Average Fair value
Options/ RSU ` of the Options at grant date
`
ESOP 2014 23,110 22-Oct-14 21-Oct-21 2,159 1,228
ESOP 2016 41,290 22-Aug-16 21-Aug-23 2,469 1,324
RSU 2016 11,194 22-Aug-16 21-Aug-23 2 3,290
ESOP 2017 29,800 31-Oct-17 31-Oct-24 2,818 1,615
RSU 2017 15,769 31-Oct-17 31-Oct-24 2 3,663
Fair value of share options/ RSU granted during the year
The fair value of options/RSU granted is estimated using the Black Scholes Option Pricing Model after applying the key assumption which
are tabulated below. The expected volatility has been calculated using the daily stock returns on NSE, based on expected life options/
RSU of each vest. The expected life of share option is based on historical data and current expectation and not necessarily indicative of
exercise pattern that may occur.
Inputs in to the pricing model Option Plan

ESOP 2017 RSU 2017
Weighted Average Fair value of option/RSU 1,615 3,663
Weighted Average share price 3,850 3,850
Exercise price 2,818 2
Expected volatility 23.98% 107.92%
Option life 7 Years 7 Years
Dividend yield 2.56% 2.56%
Risk-free interest rate 6.42% 6.42%

Movements in share options during the year

March 31, 2018 March 31, 2017
Number of options Weighted average Number of options Weighted average
` `
Outstanding at the beginning of the year 52,780 2,159 18,776 2,159
Granted during the year 29,800 2,818 41,290 2,469
Forfeited during the year 3,598 2,193 536 2,159
Exercised during the year 11,258 2,355 6,750 2,159
Outstanding at the end of year 67,724 2,604 52,780 2,402
Exercisable at the end of year 1,290 2,469 960 2,159
Movements in RSU during the year

March 31, 2018 March 31, 2017
Number of RSU Weighted average Number of RSU Weighted average
` `
Outstanding at the beginning of the year 11,194 2 - -
Granted during the year 15,769 2 11,194 2
Forfeited during the year 2,191 2 - -
Exercised during the year 3,359 2 - -
Outstanding at the end of year 21,413 2 11,194 2
Exercisable at the end of year - - - -
Share options exercised during the year
Option Plan No. of options Weighted Share price

exercised at exercise date
`
ESOP 2014 4,146 3,853
ESOP 2016 7,112 3,796
RSU 2016 3,359 320
Share options/RSU outstanding at end of the year

Options/ RSU Plans Options Options Remaining Remaining Exercise Price
outstanding outstanding contractual life contractual life `
as at as at (in Years) as on (in Years) as on
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
ESOP 2014 4,146 11,490 3.56 4.56 2,159
ESOP 2016 33,778 41,290 5.39 6.39 2,469
RSU 2016 7,083 11,194 5.39 6.39 2
ESOP 2017 29,800 - 6.59 - 2,818
RSU 2017 14,330 - 6.59 - 2
89,137 63,974
During the year ended March 31, 2018, the Group recorded an employee stock compensation expense of `5.35 crores ( previous year
` 3.42 crore) in the Statement of Profit and Loss.


43. Financial instruments

43.1 Capital Management
The Group manages its capital to ensure that the Group will be able to continue as going concern while maximising the return to
stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and
deployment of surplus funds into various investment options.
The Group is not subject to any externally imposed capital requirements
The Management reviews the capital structure of the Group on a quarterly basis. As part of this review, the Management considers the
cost of capital and the risks associated with the movement in the working capital.
The following table summarizes the capital of the Group:

March 31, 2018 March 31, 2017
Debt 227.89 260.61
Share capital 39.94 39.94
Equity reserves 11,931.52 10,275.57
Total Equity 11,971.46 10,315.51
Gearing Ratio 1.90% 2.53%
Categories of financial instruments

March 31, 2018 March 31, 2017
Financial assets
Non-current
Current
Investments 5,591.12 4,423.00
Derivative instruments carried at fair value - 4.42
Non-current
Loans 45.85 48.52
Current
Investments - 121.05
Trade receivables 1,426.97 1,551.75
Cash and bank balances 237.57 195.39
Loans 28.50 24.93
Other financial assets 543.28 140.60
Total 8,791.78 7,006.60
Financial liabilities at amortised cost
Non-current
Long-term borrowings 149.63 207.90
Current
Short-term borrowings 75.37 40.08
Trade payables 3,375.26 3,266.20
Other financial liabilities 205.49 371.21
Total 3,805.75 3,885.39

43.2
Fair value measurements
The Group uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation
techniques:
The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3: Level 1: This level
includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or
liabilities. Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included
within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data
(unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither
supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
Fair value of the Group’s financial assets that are measured at fair value on a recurring basis:
There are certain Group’s financial assets which are measured at fair value at the end of each reporting period. Following table gives
information about how the fair values of these financial assets are determined:

Non-current
Investments in other instruments - - 10.00
Current
Derivative instruments carried at fair value 4.42 - -

Non-current
Investments in other instruments - - -
Current
Derivative instruments carried at fair value - - -
Fair value of the Group’s financial assets that are not measured at fair value (but fair value disclosures are required)
Except as detailed out in the following table, the management considers that the carrying amounts of financial assets and financial
liabilities recognised in the financial instruments approximate their fair values:
March 31, 2018 March 31, 2017
Carrying amount Fair value Carrying amount Fair value
Non-current
Investments in bonds 267.41 273.71 260.88 274.38
Current
Investments in bonds - - 121.05 123.08


Fair value hierarchy

March 31, 2018 March 31, 2017
Level 2 Level 2
Non-current
Investments in bonds 273.71 274.38
Current
Investments in bonds - 123.08
The fair value of the financial assets and financial liabilities are included at the amount that would be received to sell an asset and paid
to transfer a liability in an orderly transaction between the market participants. The following methods and assumptions were used to
estimate the fair values:
- Investments traded in active markets are determined by reference to quotes from the financial institutions - Net asset value (NAV) for
investments in mutual funds declared by mutual fund house, quoted price of equity shares in the stock exchange etc..
- The fair value of bonds is based on direct market observable inputs.
- Trade receivables, cash and cash equivalents and other bank balances, loans, other current financial assets, trade payables and
other current financial liabilities: Approximate their carrying amounts largely due to short-term maturities of these instruments.
- Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations
in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not
necessarily indicative of all the amounts that the Group could have realized or paid in sale transactions as of respective dates. As
such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts
reported at each year end.
- There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31, 2018 and March 31, 2017.
43.3 Financial risk management objectives and Policies
Financial risk management objectives
The Group’s Corporate Treasury function monitors and manages the financial risks relating to the operations of the Group.
These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group seeks to minimise the effects of these risks by using derivative financial instruments, diversification of investments, credit limit
to exposures, etc., to hedge risk exposures. The use of financial instruments is governed by the Group’s policies on foreign exchange
risk and the investment. The Group does not enter into or trade financial instruments, including derivative financial instruments, for
speculative purposes.
Market risk
Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the
price of a financial instrument. The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange
rates and interest rates risk/ liquidity which impact returns on investments. The Group enters into derivative financial instruments to
manage its exposure to foreign currency risk including export receivables and import payables. Future specific market movements
cannot be normally predicted with reasonable accuracy.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting
period are as follows.

( In millions)
Trade Receivables 14.91 - -
Trade Payables 16.22 - -
Forward cover-Sold 11.00 - -
Forward cover-Bought 9.50 - -

Trade Receivables 28.98 - -
Trade Payables 42.18 0.39 646.92
Foreign currency sensitivity

The following table details the Group’s sensitivity to a 5% increase and decrease in the ` against the relevant foreign currencies.(+)(-) 5%
is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A
positive number below indicates an increase in profit or equity where the ` strengthens 5% against the relevant currency. For a 5%
weakening of the ` against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below
would be negative.
Currency As at March 31, 2018 As at March 31, 2017

5% decrease 5% increase 5% decrease 5% increase
Receivable 9.39 (9.39) 4.84 (4.84)
Payable
USD (13.67) 13.67 (5.26) 5.26
JPY (1.97) 1.97 - -
Euro (0.16) 0.16 - -
Forward cover-Sold - - (3.57) 3.57
Forward cover-Bought - - 0.65 (0.65)
Impact on profit or loss as at the end of the (6.41) 6.41 (3.34) 3.34
reporting period
Impact on total equity as at the end of the reporting (4.19) 4.19 (2.18) 2.18
period
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the
end of the reporting period does not reflect the exposure during the year/ in future years.
Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The
Group’s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and spread amongst various
counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Group.
Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments in debt
instruments/ bonds, trade receivables, loans and advances and derivative financial instruments. None of the financial instruments of the
Group result in material concentrations of credit risks.


The Group write off the receivable in case of certainity of the irrecoverability.
Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired,
there were no indication of default in repayment as at the year end.
The age analysis of trade receivables as of the balance sheet date have been considered from the due date and disclosed in the note no
15 above.
The Group has used a practical expedient and analysed the recoverable amount of the receivables on an individual basis by computing the
expected loss allowance for financial assets based on historical credit loss experience and adjustments for forward looking informations.
Movement in the expected credit loss allowance of trade receivables

March 31, 2018 March 31, 2017
Balance at beginning of the year 23.70 14.13
Add: Provided during the year 5.24 9.57
Balance at the end of the year 28.94 23.70
Other price risks including interest rate risk

The Group has deployed its surplus funds into various financial instruments including units of mutual funds, bonds/ debentures, etc. The
Group is exposed to price risks arising from investments in these funds. The value of these investments is impacted by movements in
interest rates, liquidity and credit quality of underlying securities.
Price sensitivity analysis
The sensitivity analyses has been determined based on the exposure to price risks at the end of the reporting period. If prices had been
1% higher/lower:
The profit for the year ended March 31, 2018 would increase/decrease by ` 62.37 crores (for the year ended March 31, 2017: increase/
decrease by ` 31.23 crores).
Liquidity risk and interest rate risk on financial liabilities
Liquidity risk represents the inability of the Group to meet its financial obligations within stipulated time. To mitigate this risk, the Group
maintains sufficient liquidity by way of readily convertible instruments and working capital limits from banks. The Group is exposed to
interest rate risk on the financial liabilities arising out of short term and long term borrowings.
The profit for the year ended March 31, 2018 would increase/decrease by ` 2.59 crores (for the year ended March 31, 2017: increase/decrease
by ` 2.39 crores) for a 1% increase/decrease in interest rate on average financial liabilities during the respective year.
Maturity profile of financial liabilities:
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date:
March 31, 2018 March 31, 2017
Non current
Borrowing
1 year - 3 year 5.18 22.30
3-5 year 0.18 16.96
More than 5 year 144.27 168.64
149.63 207.90

` in crores
Less than Total Less than Total
1 year 1 year
Current
(i) Borrowing 75.37 75.37 40.08 40.08
(ii) Trade payables 3,375.26 3,375.26 3,266.20 3,266.20
(iii) Other financial liabilities 205.49 205.49 371.21 371.21
The surplus funds with the Group and operational cash flows will be sufficient to dispose the financial liabilities within the maturity period.
44. Information pursuant to G.S.R. 308 ( E) dated 30 March 2017 issued by Ministry of corporate affairs:
Particulars SBNs* Other denomination notes Total
Closing cash in hand as on 8.11.2016 1,362,500 816,371 2,178,871
(+) Permitted receipts - 4,280,296 4,280,296
(-) Permitted payments - 4,272,924 4,272,924
(-) Amount deposited in Banks 1,362,500 1,000 1,363,500
Closing cash in hand as on 30.12.2016 - 822,743 822,743
* For the purpose of this disclosure, the term ‘Specified Bank Notes’ shall have the same meaning provided in the notification of the
Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.
The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016
has not been made since the requirement does not pertain to financial year ended 31 March 2018. Corresponding amounts as
appearing in the audited financial statements for the year ended 31 March 2017 have been disclosed.
45. The Group’s borrowing facilities, comprising fund based and non-fund based limits from various bankers, are secured by way of
hypothecation of inventories, receivables, movable assets and other current assets.
46. Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial
Statements to Schedule III to the Companies Act 2013:
Name of the Net Assets i.e. total Share in profit/ (loss) Share in other Share in total
Entity asset less total liabilities comprehensive income comprehensive income
As % of Amount As % of Amount As % of other Amount As % of total Amount
Consolidated (` in Consolidated (` in comprehensive (` in comprehensive (` in
Net Assets crores) Profit or crores) income crores) income crores)
(Loss)
Parent Hero MotoCorp 88.29% 10,651.18 99.19% 3,690.17 -0.13% (4.71) 99.06% 3,685.46
Limited
Subsidiaries Indian
HMC MM Auto 0.07% 7.92 -0.22% (8.17) 0.00% 0.05 -0.22% (8.12)
Limited
Foreign
HMCL 0.01% 1.62 -0.01% (0.48) 0.00% - -0.01% (0.49)
Netherlands BV
HMCL Colombia 0.40% 47.70 -1.63% (60.58) -0.05% (1.97) -1.68% (62.55)
SAS
HMCL Niloy 0.69% 83.52 2.07% 77.16 -0.03% (0.96) 2.05% 76.20
Bangladesh
Limited
HMCL (NA) Inc. 0.00% 0.04 0.00% (0.01) 0.00% - 0.00% (0.01)
HMCL Americas 0.16% 19.85 0.00% (0.12) 0.00% 0.06 0.00% (0.05)
Inc.


Name of the Net Assets i.e. total Share in profit/ (loss) Share in other Share in total
Entity asset less total liabilities comprehensive income comprehensive income
As % of Amount As % of Amount As % of other Amount As % of total Amount
Consolidated (` in Consolidated (` in comprehensive (` in comprehensive (` in
Net Assets crores) Profit or crores) income crores) income crores)
(Loss)
Non controlling 0.77% 93.21 -0.05% (1.77) 0.04% 1.37 -0.01% (0.39)
interest
Associates * Indian
Hero FinCorp 8.06% 972.28 0.89% 33.28 0.01% 0.30 0.90% 33.59
Limited
Ather Energy 1.55% 187.35 -0.24% (9.08) 0.00% (0.04) -0.25% (9.12)
Private Limited
Foreign
Erik Buell Racing - - - -
Inc.
Total 100.00% 12,064.67 100.00% 3,720.40 -0.16% (5.89) 99.84% 3,714.51
* Investments accounted as per equity method

Form AOC-1
266
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statements of Subsidiaries and Associates1
Part “A”: Subsidiaries
Particulars
Name of the Subsidiary7 HMC MM Auto HMCL NA Inc.5 HMCL Americas Inc. HMCL Netherlands BV HMCL COLOMBIA SAS3 HMCL Niloy
Limited Bangladesh Limited3
Hero MotoCorp Ltd.

Reporting period Year ended Year ended Year ended Year ended Year ended Year ended
March 31, 2018 March 31, 2018 March 31, 2018 March 31, 2018 March 31, 2018 March 31, 2018
Reporting Currency INR INR USD INR USD INR USD INR COP4 INR BDT4
Exchange Rate 1.00 65.17 1.00 65.17 1.00 65.17 1.00 0.02329 1.00 0.7882 1.00
Country of Registration India USA USA Netherlands Colombia Bangladesh
Reporting amounts in INR crore INR crore USD MN INR crore USD MN INR crore USD MN INR crore COP4 INR crore BDT4 MN
Thousand MN
Share Capital 43.45 163.41 25.08 22.81 3.50 241.72 37.09 136.85 58.76 77.35 981.29
Reserve (30.27) (163.35) (25.07) (2.74) (0.42) (2.54) (0.39) (73.34) (31.49) 72.44 919.09
Total Assets 47.60 0.04 0.01 20.01 3.07 239.04 36.68 232.27 99.73 372.83 4,730.19
Total Liabilities2 47.60 0.04 0.01 20.01 3.07 239.04 36.68 232.27 99.73 372.83 4,730.19
Investment - - - - - 237.02 36.37 - - 3.19 40.50
Turnover6 34.63 - - - - - - 130.56 56.06 541.43 6,869.15
Profit/(Loss) Before Taxation (8.17) (0.01) (0.00) (0.07) (0.01) (0.46) (0.07) (66.59) (28.59) 84.08 1,066.79
Provision for Taxation - - - - - - - (0.30) (0.13) (6.92) (87.83)
Profit/(Loss) after Taxation (8.17) (0.01) (0.00) (0.07) (0.01) (0.46) (0.07) (66.88) (28.72) 77.16 978.95
Proposed Dividend - - - - - - - - - - -
%age holding 60% 100% 100% 100% 68% 55%
Notes
1 Financial information has been extracted from the standalone audited financial statements for the year ended March 31, 2018, and have been translated at the exchange rate
prevailing on March 31, 2018
2 Total liabilities are inclusive of share capital and reserves
3 HMCL Colombia SAS and HMCL Niloy Bangladesh Limited are subsidiaries of HMCL Netherlands BV
4 COP- Colombian Peso; BDT - Bangladesh Taka
5 Investment made by HMCL NA Inc. into Erik Buell Racing Inc., USD 25 million has been fully provided for, on account of bankruptcy filing under chapter 128 of the Wisconsin
Statutes
6 Turnover includes other income and other operating revenue
7 There are no subsidiaries which have been liquidated or sold during the year
Part “B”: Associates

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies :
SL. Name of Associates Hero FinCorp Limited Erik Buell Racing Inc. *** Ather Energy Private
No. Limited
1 Latest audited Balance Sheet Date Year ended March 31, 2018 Year ended December 31, 2013 Year ended March 31, 2018
2 Shares of Associate held by the
company on the year end
No. 40,388,576 9,686 99,186
Amount of Investment in Associates 527.99 *** 200.58
(` in crores)
Extend of Holding % 41.03% 49.20% 32.31%
3 Description of how there is Equity holding more than Equity holding more than 20% Equity holding more than
significant influence 20% but less than 50% but less than 50% 20% but less than 50%
4 Reason why the associate is not - - -
consolidated
5 Networth attributable to 925.69 *** 74.03
Shareholding as per latest audited
Balance Sheet (` in crores)
6 Profit / (Loss) for the year*
i. Considered in Consolidation 55.75 - (11.84)
ii. Not Considered in Consolidation** 91.38 - (24.81)
* Profit/Loss include necessary adjustment on account of dividend distribution tax

** Represent portion of Profit attributable to other shareholders
*** Investment in Erik Buell Racing Inc., an associate of Company, of ` 150.09 crores (USD 25 million) has been fully provided for, on account of
bankruptcy filing under Chapter 128 of the Wisconsin Statutes. There are no other associate or joint venture which have been liquidated
or sold during the year.
For and on behalf of the Board of Directors

DIN-00004223 DIN-00027995
Place : New Delhi Niranjan Kumar Gupta Neerja Sharma

Date : May 02, 2018 Chief Financial Officer Company Secretary

NOTES
Hero MotoCorp Ltd.
(CIN:L35911DL1984PLC017354)
Registered Office
34, Community Centre,
Basant Lok, Vasant Vihar,
New Delhi - 110 057, India
Tel.: 011-4604 4100, 2614 2451
Fax: 011-2614 3321, 2614 3198
www.heromotocorp.com
Registered Office: 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi -110 057
CIN: L35911DL1984PLC017354, Phone: 011- 4604 4100, Fax: 011-2614 3321
Email: [email protected], Website: www.heromotocorp.com
NOTICE
NOTICE is hereby given that the 35th Annual General Meeting read with the Companies (Audit and Auditors) Rules, 2014,
(‘AGM’) of the Members of Hero MotoCorp Limited will be held remuneration payable to M/s Ramanath Iyer & Co., Cost
on Tuesday, July 24, 2018 at 10:30 a.m. at Air Force Auditorium, Accountants (Firm Registration No. 000019), appointed by the
Subroto Park, New Delhi-110 010 to transact the following Board of Directors as Cost Auditors of the Company to conduct
businesses: audit of the cost records of the Company for the financial year
ORDINARY BUSINESS: 2018-19, amounting to ` 7,50,000/- (Rupees Seven Lakhs Fifty
Thousand only) plus applicable taxes and reimbursement
1. To receive, consider and adopt the audited financial statements of out of pocket expenses incurred in connection with the
of the Company for the financial year ended March 31, 2018 aforesaid audit be and is hereby confirmed, ratified and
together with the reports of the Directors’ and Auditors’
approved.”
thereon and the consolidated audited financial statements of
the Company for the financial year ended March 31, 2018. By Order of the Board
2. To confirm payment of Interim dividend of ` 55/- per equity For Hero MotoCorp Ltd.
share and to declare a final dividend of ` 40/- per equity share
for the financial year 2017-18.
3. To appoint a Director in place of Mr. Suman Kant Munjal

(Neerja Sharma)
(DIN: 00002803) who retires by rotation and being eligible,
New Delhi Company Secretary
offers himself for re-appointment.
May 8, 2018 Membership No. A9630
SPECIAL BUSINESS:
4. Ratification of remuneration of Cost Auditors for financial year Registered Office:

2018-19. 34, Community Centre, Basant Lok,
Vasant Vihar, New Delhi - 110 057
To consider and if thought fit, to pass with or without CIN: L35911DL1984PLC017354
modification(s), the following Resolution as an Ordinary
Phone: 011- 46044100
Resolution:
Fax: 011-26143321
“RESOLVED THAT pursuant to the provisions of Section 148 Email: [email protected]
and other applicable provisions of the Companies Act, 2013 Website: www.heromotocorp.com
NOTES:
1. At the 34th AGM, M/s. BSR & Co. LLP, Chartered Accountants 3. Details under Regulation 36(3) of the SEBI (Listing Obligations
(Firm Registration No. 101248W/W-100022) were appointed as and Disclosure Requirements) Regulations, 2015 and in terms
Statutory Auditors of the Company for a term of 5 years until of Secretarial Standard 2 in respect of the Director seeking
the conclusion of 39th AGM of the Company. re
appointment at the 35th AGM are annexed hereto as
The ratification of their appointment, pursuant to Section Annexure A to the Notice which forms part of the Explanatory
139 of the Companies Act, 2013, is not required, in terms of Statement. The Company has received relevant disclosure/
Notification No. S.O. 1833(E) dated May 7, 2018, issued by the consent from the Director seeking re-appointment.
Ministry of Corporate Affairs and accordingly, the item has not 4. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
been included in the Ordinary Business of the AGM Notice. MEETING IS ENTITLED TO APPOINT ANY OTHER PERSON
2. An Explanatory Statement pursuant to Section 102 of the AS A PROXY TO ATTEND AND VOTE AT THE MEETING
Companies Act, 2013 which sets out details relating to special ON HIS/HER BEHALF AND SUCH PROXY NEED NOT BE A
business to be transacted at the AGM is annexed hereto. MEMBER OF THE COMPANY.
1
As per Section 105 of the Companies Act, 2013, a person can intimate any change in their addresses and/or bank mandate
act as proxy on behalf of members not exceeding 50 and immediately to their Depository Participants.
holding in aggregate not more than 10% of the total share
capital of the Company carrying voting rights. The instrument Members holding shares in physical form who are desirous
of Proxy in order to be effective, should be deposited at the of either registering or changing their bank particulars
already registered against their respective folios for
Registered Office of the Company, duly completed and signed,
payment of dividend are requested to write to the Registrar
not less than 48 (forty eight) hours before the commencement
immediately.
of the meeting. Proxies submitted on behalf of the companies,
societies etc. must be supported by an appropriate resolution/ 10. Members are requested to note that under Section 124 of
authority, as applicable. the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
The Attendance Slip and a Proxy Form with clear instructions
Refund) Rules, 2016 (‘IEPF Rules’), the amount of dividend
for filling, stamping, signing and/or depositing the Proxy Form
remaining unpaid or unclaimed for a period of seven years
are enclosed.
from the due date is required to be transferred to the Investor
5. Corporate Members intending to send their authorized Education and Protection Fund (‘IEPF’) constituted by the
representatives to attend the AGM are requested to send to the Central Government of India. Further, all shares in respect
Company/Karvy Computershare Private Limited, Company’s of which dividends remain unclaimed/unpaid for seven
Registrar and Share Transfer Agent (‘Registrar’), in advance, consecutive years or more, are also required to be transferred
a duly certified copy of the relevant Board Resolution/Letter to the designated Demat Account of the IEPF Authority.
of Authority/Power of Attorney, together with the respective The Company during the financial year 2017-18 had,
specimen signatures of those representative(s) authorised accordingly, transferred the unpaid and unclaimed dividend
under the said resolution to attend and vote on their behalf at amount pertaining to the financial year 2009-10 along with
the meeting. relevant shares to the IEPF within the stipulated time period.
6. Pursuant to Section 91 of the Companies Act, 2013 and The Company has uploaded the information in respect
Regulation 42 of the SEBI (Listing Obligations and Disclosure of unpaid and unclaimed dividends for financial year
Requirements) Regulations, 2015, the Register of Members and 2009-10 onwards and details of shares transferred to IEPF on
the Share Transfer books of the Company will remain closed the website of the IEPF Authority viz. www.iepf.gov.in and
from Friday, July 13, 2018 to Tuesday, July 24, 2018 (both days under ‘Investors’ section on the website of the Company,
inclusive) for the purpose of 35th AGM of the Company and www.heromotocorp.com.
for determining the entitlement of the shareholders for final
Further, all the shareholders who have not claimed/ encashed
dividend for the financial year 2017-18, as may be approved by
their dividends in the last seven consecutive years from 2011
the Members at the meeting.
are requested to claim the same. The concerned members are
7. Final Dividend for the financial year 2017-18, as recommended requested to verify the details of their unclaimed amounts, if
by the Board, if approved, at the AGM will be paid to the any, from the website of the Company and IEPF and write to
Members within 30 days from the date of approval to those the Company’s Registrar before the same becoming due for
Members/beneficial owners whose names appear in the transfer to the IEPF.
Register of Members/depository records as at close of business 11. Members may utilise the facility extended by the Registrar for
hours on Thursday, July 12, 2018. redressal of their queries by clicking on ‘Investors’ section at
http://karisma.karvy.com. Members may also write at einward.
8. Route map and details of prominent land mark of the venue of
[email protected], clearly mentioning their folio number.
meeting is annexed with this Notice.
12. In respect of the physical shareholding, in order to prevent
9. Members holding shares in demat form are hereby informed
fraudulent transactions, members are advised to exercise
that bank particulars registered with their respective Depository
due diligence and notify the Registrar of any change in their
Participants with whom they maintain their demat accounts addresses, telephone numbers, e-mail ids, nominees or joint
will be used by the Company for payment of dividend. The holders, as the case may be.
Company or Registrar cannot act on any request received
directly from the Members holding shares in demat form for 13. The Securities and Exchange Board of India (‘SEBI’) has mandated
any change of bank particulars or bank mandates. Members submission of Permanent Account Number (‘PAN’) by every
holding shares in demat form are, therefore, requested to participant in securities market. Members holding shares in

Notice
electronic form are, therefore, requested to submit the PAN to 18. Members may also note that the Notice of the 35th AGM
their Depository Participants with whom they are maintaining and Annual Report 2017-18 are available on the Company’s
their demat accounts. Members holding shares in physical form website, www.heromotocorp.com.
are requested to submit their PAN details to the Registrar.
19. The Annual Report along with Notice of AGM is being sent
14. Pursuant to Sections 101 and 136 of the Companies Act, to the members, whose names appear in the Register of
2013 read with Rules made thereunder, companies can Members/depositories as at close of business hours on Friday,
serve Annual Reports and other communications through May 25, 2018.
electronic mode to those Members who have registered 20. Pursuant to the provisions of Section 72 of the Companies
their email addresses either with the Company/Registrar or Act, 2013, the members holding shares in physical form may
with the Depository Participant(s). Members who have not nominate, in the prescribed manner, a person to whom all
registered their email addresses with the Company can now the rights in the shares shall vest in the event of death of the
register the same by submitting a duly filled-in request form sole holder or all the joint holders. Members holding shares
with the Registrar. Members holding shares in demat form in demat form may contact their respective Depository
are requested to register their email addresses with their Participants for availing this facility.
Depository Participant(s) only.
21. Members holding shares in physical form are requested
15. Notice of the AGM, Annual Report 2017-18 and Attendance to consider converting their holdings to dematerialized
Slip are being sent in electronic mode to Members whose form to eliminate risks associated with physical shares
email addresses are registered with the Company/Registrar and for better management of the securities. Members
or the Depository Participants, unless the Members have can write to the Registrar in this regard.
registered their requests for the hard copy. Physical copy of the
Notice, Annual Report and Attendance Slip are being sent to 22. Inspection
those Members who have not registered their email addresses The documents referred to in the Notice, Explanatory Statement
with the Company or Depository Participants. Members who and Annual Report 2017-18 will be available for inspection by
have received the Notice, Annual Report and Attendance Slip the Members at the Registered Office of the Company on all
in electronic mode are requested to print the Attendance Slip working days (except Saturdays, Sundays and Public Holidays)
and submit a duly filled-in Attendance Slip at the Registration from 11:00 a.m. to 1:00 p.m. up to the date of AGM.
Counter at the AGM.
A member can inspect the proxies lodged at any time during
16. Members of the Company who have registered their email the business hours of the Company from the period beginning
addresses are also entitled to receive such communication 24 hours before the time fixed for the commencement of the
in physical form upon making a request for the same, by any AGM and ending with the conclusion of the said meeting,
permissible mode, free of cost. For any communication, the provided he has given to the Company a notice, in writing,
members may also send requests to the Company’s investor of his intention to inspect not less than three days before the
email id: [email protected]. commencement of the said meeting.
17. The Securities and Exchange Board of India (Listing Obligations 23. Guidelines for attending the ensuing AGM:
and Disclosure Requirements) Regulations, 2015 has mandated a) Entry to the Auditorium/Hall will be strictly against
that for making dividend payments, companies whose entry coupon available at the counters at the venue and
securities are listed on the stock exchanges shall use electronic against the exchange of duly filled-in, signed and valid
clearing services (local, regional or national), direct credit, real attendance slip;
time gross settlement, national electronic funds transfer etc.
b) Any briefcase/bags/eatables or such other articles, as
The companies and the registrar and share transfer agents
may be ordered by the authorities of the venue are not
are required to seek relevant bank details of shareholders
allowed inside the Auditorium/Hall; and
from depositories/ investors for making payment of dividends
in electronic mode. It is also mandatory to print the bank c) Members are requested to bring their copy of the Annual
details on the physical instrument if the payment is made in Report to the meeting.
physical mode. Accordingly, shareholders are requested to
provide or update (as the case may be) their bank details with 24. Cut-off Date
the respective depository participants for the shares held in The Company has fixed July 17, 2018 as the Cut-off Date
dematerialized form and with the registrar and share transfer for remote e-voting. The remote e-voting /voting rights of
agent in respect of shares held in physical form. the shareholders/beneficial owners shall be reckoned on the
3
equity shares held by them as at close of business hours on (ii) Enter the login credentials (i.e. User ID and password
the Cut-off Date i.e. July 17, 2018 only. A person who is not mentioned in the email). Your Folio No./DP ID-Client ID
a Member as on the Cut-off Date should treat this Notice for will be your User ID. However, if you are already registered
information purposes only. with Karvy for e-voting, you can use your existing User ID
and password for casting your vote.
25. Remote e-voting
Pursuant to Section 108 of the Companies Act, 2013, Rule 20 (iii) After entering these details appropriately, click on
of the Companies (Management and Administration) Rules, “LOGIN”.
2014 and Regulation 44 of the SEBI (Listing Obligations and

(iv) You will now reach password change Menu wherein you
Disclosure Requirements) Regulations, 2015, the Company is are required to mandatorily change your password. The
pleased to provide the facility of voting by electronic means new password shall comprise of minimum 8 characters
viz. ‘remote e-voting’ (e-voting from a place other than venue with at least one upper case (A-Z), one lower case (a-z),
of the AGM) through Karvy Computershare Private Limited one numeric (0-9) and a special character (@,#,$,etc.). The
(‘Karvy’), for all Members of the Company to enable them to system will prompt you to change your password and
cast their votes electronically, on the resolutions mentioned in update your contact details like mobile number, email
the Notice of 35th AGM of the Company. ID, etc. on first login. You may also enter a secret question
and answer of your choice to retrieve your password in
The remote e-voting period begins on July 21, 2018 at
case you forget it. It is strongly recommended that you
09:00 a.m. (IST) and ends on July 23, 2018 at 05:00 p.m. (IST).
do not share your password with any other person
During this period, shareholders of the Company, holding
and that you take utmost care to keep your password
shares either in physical form or in dematerialized form as
confidential.
on the Cut-off Date i.e. July 17, 2018, may cast their votes
electronically. The remote e-voting module shall be disabled (v) You need to login again with the new credentials.
by Karvy for voting after 05:00 p.m. (IST) on July 23, 2018.
(vi) In case you are already registered with Karvy for remote
The facility for voting, either through electronic voting system e-voting, then you can use your existing User ID and
or through poll, shall also be made available at the venue of password for casting your vote. If you have forgotten
35th AGM. The Members attending the AGM, who have not your password, you can reset your password by using
cast their votes through remote e-voting, shall be able to “Forgot Password” option available on https://evoting.
exercise their voting rights at the AGM. The Members who karvy.com or contact Karvy at toll free no. 1-800-3454-
have already cast their votes through remote e-voting may 001 or email at [email protected]. In case of any other
attend the meeting but shall not be entitled to cast their votes queries/grievances connected with e-voting, you may
again at the AGM. also contact Mr. Ramesh Desai at telephone no. 040-
67161528.
The Members desirous of voting through remote e-voting are
requested to refer to the detailed procedure given hereinafter. (vii) On successful login, the system will prompt you to select
Once the vote on a resolution is cast by a Member, the Member the E-voting Event Number for Hero MotoCorp Ltd.
shall not be allowed to change it subsequently.
(viii) On the voting page, enter the number of shares (which
Instructions and other information related to remote e-voting represents the number of votes) as on the Cut-off Date
are as under: under “FOR/ AGAINST” or alternatively, you may partially
enter any number in “FOR” and partially in “AGAINST”
A. For members who receive Notice of AGM through
but the total number in “FOR/AGAINST” taken together
email, i.e. for Members whose email IDs are registered
should not exceed your total shareholding. You may
with the Company/ Depository Participant(s):
also choose to “ABSTAIN” by not entering any number in
(i) Launch an internet browser by typing the URL: “FOR/AGAINST” and the shares held will not be counted
https://evoting.karvy.com. under either head.

Notice
(ix) Members holding multiple folios / demat accounts shall Example for CDSL:
choose the voting process separately for each of the MYEPWD <SPACE> 1402345612345678
folios / demat accounts.
(ii) If the mobile number of the Member is registered against
(x) Voting has to be done for each item of the AGM Notice shares held in physical form, the Member may send SMS:
separately. In case you do not desire to cast your vote on MYEPWD<space> Event no. Folio no. to 9212993399.
any specific item, it will be treated as abstained. Example for Physical:
(xi) You may then cast your vote by selecting the appropriate MYEPWD <SPACE> XXXXHML0123456
option and clicking on “Submit”.
(iii) If e-mail address of the Member is registered against
(xii) A confirmation box will be displayed. Click “OK” to Folio No. / DP ID Client ID, then on the home page
confirm or “CANCEL” to modify. Once you confirm, you of https://evoting.karvy.com, the Member may click
will not be allowed to modify your vote. During the “Forgot Password” and enter Folio No. or DP ID Client ID
voting period, Members can login any number of times and PAN to generate a password.
till they have voted on the Resolution(s).
(iv) For Member, whose mobile number and email address
(xiii) Corporate / Institutional Members (i.e. other than is not registered, may call Karvy’s toll free number
Individuals, HUF, NRI, etc.) are also required to send 1-800-3454-001 or may send an e-mail request at
scanned certified true copy (PDF Format) of the Board [email protected] or to the Company at secretarialho@
Resolution / Authority Letter, etc., together with heromotocorp.com.
attested specimen signature(s) of the duly authorized
representative(s), to the Scrutinizer at e-mail ID: contact@ 27. The Company has designated Mr. Dhiraj Kapoor, Deputy
cssanjaygrover.in. They may also upload the same in the General Manager to address the grievances connected
remote e-voting module in their login. The scanned with the voting by electronic means. The Members
image of the above mentioned documents should be in can reach Company official at +91-11-46044100 or
the naming format “Corporate Name_EVENT NO”. [email protected]. Members are also advised
to visit Help & FAQ section available at Karvy’s website
B. In case a Member receives physical copy of the https://evoting.karvy.com for clarity on the e-voting process.
AGM Notice by Post/Courier [for Members whose
28. The voting rights of the Members shall be in proportion to
email IDs are not registered with the Company /
the paid-up value of their shares in the equity capital of the
Depository Participant(s)]:
Company as on the Cut-off Date, being July 17, 2018.
(i) User ID and initial password as provided in attendance 29. The Board of Directors has appointed Mr. Sanjay Grover,
sheet. Managing Partner, M/s. Sanjay Grover & Associates, Company
Secretaries, New Delhi, as Scrutinizer to scrutinize the remote
(ii) Please follow all steps from Sr. No.(i) to (xiii) as mentioned
e-voting process and voting through electronic voting system
in (A) above, to cast your vote.
or through poll at the AGM in a fair and transparent manner.
26. In case any person becomes a Member of the Company after
30. The Scrutinizer shall, after conclusion of voting at the AGM, first
despatch of the AGM Notice and holds shares as on the Cut-off
count the votes cast at the meeting and thereafter unblock
Date for e-voting i.e., July 17, 2018, he/she may obtain the User
ID and password in the manner as mentioned below: the votes cast through remote e-voting in the presence
of at least 2 (two) witnesses not in the employment of the
(i) If the mobile number of the Member is registered against Company and shall within 2 days of conclusion of the AGM,
shares held in demat form, the Member may send SMS: submit a Consolidated Scrutinizer’s Report of the total votes
MYEPWD<space> DP ID Client ID to 9212993399. cast in favour or against, if any, to the Chairman or a person
Example for NSDL: authorised who shall countersign the same and declare the
MYEPWD <SPACE> IN12345612345678 results of voting forthwith.
5
31. The resolutions will be deemed to be passed on the AGM The Board recommends ratification of remuneration of Cost Auditors
date subject to receipt of the requisite number of votes in by passing an Ordinary Resolution.
favour of the Resolutions. The results will be declared by
None of the Directors or Key Managerial Personnel or their relatives
posting the same on the website of the Company (www.
is/are in anyway concerned or interested in passing of the above
heromotocorp.com), website of Karvy (https://evoting.karvy.
resolution.
com) and by filing with the Stock Exchanges. It shall also be
displayed on the Notice Board at the Registered Office of the
Company. By Order of the Board
For Hero MotoCorp Ltd.
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES
ACT, 2013.
Item No. 4.
(Neerja Sharma)
Pursuant to Section 148 of the Companies Act, 2013 and Rule 14
New Delhi Company Secretary
of the Companies (Audit and Auditors) Rules, 2014, ratification
May 8, 2018 Membership No. A9630
of remuneration payable to the Cost Auditors is required by the
Members of the Company.
Registered Office:
Based on the recommendation of Audit Committee, the Board 34, Community Centre, Basant Lok,
at its meeting held on May 2, 2018 has approved appointment of Vasant Vihar, New Delhi - 110 057
M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration CIN: L35911DL1984PLC017354
No. 000019) as Cost Auditors for the financial year 2018-19 at a Phone: 011-46044100
remuneration of ` 7,50,000/- (Rupees Seven Lakhs Fifty Thousand Fax: 011-26143321
only) plus applicable taxes and reimbursement of out of pocket Email: [email protected]
expenses. Website: www.heromotocorp.com

Notice
Annexure A
Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of
Secretarial Standard 2, in respect of the Directors seeking appointment/reappointment.
Name of Director Mr. Suman Kant Munjal
DIN 00002803
Brief Resume Mr. Suman Kant Munjal was appointed as an Additional Director on the Board
effective July 29, 2010. He is the Managing Director of Rockman Industries Ltd., one
of the leading suppliers of aluminum die casting, machined and painted assemblies
to Hero MotoCorp Limited. A graduate in Commerce, he possesses rich experience
and expertise in Business Management. Over the years, he has been instrumental in
elevating Rockman Industries Ltd. to its current status.
Date of Birth (Age in years) February 26, 1953 (65)
Qualification Graduate in Commerce
Experience and expertise in specific functional area Business Management
Terms and conditions of re-appointment At the 33rd AGM held on September 23, 2016, he was appointed as Non-Executive
Director, liable to retire by rotation. Being eligible, he has now offered himself for
re-appointment.
Details of remuneration and remuneration last drawn Details mentioned in the Corporate Governance Report
Date on which first appointed on the Board July 29, 2010
Details of shareholding in the Company Holding 93,91,101* equity shares of ` 2/- each aggregating to 4.70%
Relationship with other Directors/Key Managerial Brother of Mr. Pawan Munjal, Chairman, Managing Director & CEO
Personnel (if any)
Number of Board Meetings attended during the year Details mentioned in the Corporate Governance Report
Details of Directorships/Committee Chairmanship As detailed herein below
and Memberships in other Companies
Type of Company Directorships held Committee Committee

Membership Chairmanship
Unlisted Public Company Rockman Industries Limited Audit CSR
Hero Steels Limited - -
Private Limited Company Rockman Auto Private Limited - -
Bahadur Chand Investments Private Limited - CSR
Rockman Industries Chennai Private Limited - -
Hero InvestCorp Private Limited - CSR
Munjal Acme Packaging Systems Private Limited - -
Hero Corporate Services Private Limited - -
Hero Electronix Private Limited - -
Mybox Technologies Private Limited CSR -
Moldex Composites Private Limited CSR -
Nomination &
Remuneration
Tessolve Semiconductors Private Limited - CSR
Survam Private Limited - -
Section 8 BML EduCorp Services - -
* C
omprise of 71,250 equity shares held in his own name, 10,833 equity shares as Karta of HUF and 93,09,018 equity shares held on behalf of Brijmohan Lal Om Parkash,
partnership firm.
7
Airport Road
From Gurugram
Parade
Vasant
Vihar
Road
NH 8
SUBROTO PARK
AIR FORCE
AUDITORIUM
ARJUN
Research & Referral VIHAR
Army Hospital
HP
Petrol Pump
TO JANAKPURI
Gurugram
To Airport
ARMY GOLF COURSE

DSOI
RING ROAD DHAULA TO NARAINA (M.G. MARG)

KUAN
Ridge
SARDAR PATEL MARG
Road
HOTEL TAJ PALACE

35th Annual General Meeting

ATTENDANCE SLIP
1. Name
2. Registered Address of the sole/first named shareholder
3. Name(s) of the Joint Shareholder(s), if any
1.
2.
4. Registered Folio No./DP ID & Client ID
5. No. of Shares held
I/we being the registered Shareholder/ proxy for the registered Shareholder of the Company, hereby record my/our presence at the
35th Annual General Meeting of the Company held on Tuesday, July 24, 2018 at 10:30 a.m. at Air Force Auditorium, Subroto
Park, New Delhi - 110 010 and at any adjournment(s) thereof.
Signatures as per specimen registered with the Company or Registrar
________________ ________________ ________________ ________________

1 Holder
st
2 Holder
nd
3 Holder
rd
Proxy
E-voting
Users who wish to opt for e-voting may use the following login credentials.
EVEN (E-Voting Event No.) User Id Password

Please follow steps for e-voting procedures as given in the Notice of AGM or by logging on to https://evoting.karvy.com.
PROXY FORM
Form No. MGT - 11
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN L35911DL1984PLC017354
Name of the Company Hero MotoCorp Limited
Registered Office 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi - 110 057
Name of the Member(s)
Registered Address
Email Id
Folio No./ DP ID & Client ID
I/We, being the member(s) of _________ shares of Hero MotoCorp Limited, hereby appoint:
1) Name: ____________________________________________________________________________________________________
Address: ___________________________________________________________________________________________________
Email Id: ____________________________________ Signature ________________________________________ or failing him/her
2) Name: ____________________________________________________________________________________________________
Address: ___________________________________________________________________________________________________
Email Id: ____________________________________ Signature _________________________________________ or failing him/her
3) Name: ____________________________________________________________________________________________________
Address: ___________________________________________________________________________________________________
Email Id: ___________________________________ Signature _______________________________________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35th Annual General Meeting of the Company to
be held on Tuesday, July 24, 2018 at 10:30 a.m. at Air Force Auditorium, Subroto Park, New Delhi -110 010 and at any adjournment(s)
thereof, in respect of such resolutions as are indicated below:
Sl. No. Resolutions For Against

Ordinary Business:
1. To receive, consider and adopt the audited financial statements (including consolidated financial
statements) of the Company for the financial year ended March 31, 2018 together with the reports
of the Directors’ and Auditors’ thereon.
2. To confirm payment of Interim dividend of ` 55/- per equity share and to declare a final dividend
of ` 40/- per equity share for the financial year 2017-18.
3. To re-appoint Mr. Suman Kant Munjal (DIN: 00002803), Director retiring by rotation.
Special Business:
4. Ratification of remuneration of Cost Auditors for financial year 2018-19.
Signed this _________________________ day of _____________________________ 2018

Affix
revenue
Signature of the Member: ________________________________________________ stamp
of ` 1
Signature of the Proxy holder(s): ___________________________________________
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less
than 48 hours before the commencement of the meeting.

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-~Hero

July 25, 2018

Asst. Vice President, Listing Deptt. The Secretary,

2. Consolidated Scrutinizer's Report in compliance with Rule 20 of Companies

This is for your information and further dissemination.

For H[ oCorp Ltd.

Hero MotoCorp Ltd.

Hero MotoCorp Ltd. | ANNUAL REPORT 2017-18

It is about pushing beyond our limits

2 Hero MotoCorp Ltd.

Hero’s Core Values

Integrity Humility Respect Excellence Speed

Annual Report 2017-18 3

4 Hero MotoCorp Ltd.

Amidst all the path-breaking changes across the globe, our

Thanks to the teeming millions of our satisfied customers,

Annual Report 2017-18 5

An Expanding Global Footprint

Amidst all the global political and economic upheavals, we

6 Hero MotoCorp Ltd.

Annual Report 2017-18 7

However, there are several geo-political issues that can

8 Hero MotoCorp Ltd.

Annual Report 2017-18 9

10 Hero MotoCorp Ltd.

Annual Report 2017-18 11

12 Hero MotoCorp Ltd.

BRAND Annual Report 2017-18 13

Product Launches Campaigns

Annual Report 2017-18 15

Annual Report 2017-18 17

The Company is the biggest supporter of football in the

Hero Indian Open

Annual Report 2017-18 19

20 Hero MotoCorp Ltd.

People are at the core of

Annual Report 2017-18 21

22 Hero MotoCorp Ltd.

Awards and Recognition (HR)

Annual Report 2017-18 23

24 Hero MotoCorp Ltd.

Annual Report 2017-18 27

At HMCL, customer service is

Annual Report 2017-18 29

Hero Happiness Score

30 Hero MotoCorp Ltd.

Hero Consumer App

Annual Report 2017-18 31

32 Hero MotoCorp Ltd.

CSR is an integral element of

Annual Report 2017-18 33

Project Ankur Swachh Vidyalaya Abhiyan

34 Hero MotoCorp Ltd.

Annual Report 2017-18 35

Honorable Vice President of India, Shri M. Venkaiah Naidu, Project Arogya

With the aim to create an inclusive environment, the Ek

Support to Para Athletes

36 Hero MotoCorp Ltd.

Annual Report 2017-18 37

Sales (Nos. in lacs)

Total Net Income (` in crores)

Profit After Tax (` in crores)

EBITDA Margin (in %)

Earning Per Share (in `)

Dividend Per Share (in `)