Shareholders meeting

July 10, 2026 Asst. Vice President, Listing Deptt., The Secretary, National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, Plot C-1, Block G, 25th Floor, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (E), Dalal Street, Mumbai - 400 051 Mumbai - 400 001 Scrip Code: HEROMOTOCO Scrip Code: 500182 Subject : Submission of Integrated Annual Report for the FY 2025-26 including Notice of the 43rd Annual General Meeting (AGM) Dear Sir / Madam, Pursuant to Regulations 30 & 34 of the Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), please find attached herewith the Integrated Annual Report for the financial year 2025-26 along with the Notice of 43rd AGM. The members are being informed that the 43rd AGM will be held on Wednesday, August 5, 2026 at 11:30 A.M. through Video Conferencing / Other Audio Visual Means. The Members are requested to refer to the Notes annexed to the Notice of 43rd AGM to know the detailed procedure for e-voting along with other necessary instructions relevant to the 43rd AGM. The information pertaining to remote e-voting at the AGM are as under: Cut-off date for reckoning voting rights Wednesday, July 29, 2026 Remote e-voting period begins Friday, July 31, 2026 at 9:00 a.m. (IST) Remote e-voting period ends Tuesday, August 4, 2026 at 5:00 p.m. (IST) In compliance with circulars issued by the SEBI and the Ministry of Corporate Affairs, the Integrated Annual Report and the Notice of 43rd AGM are being sent to the members through electronic mode and are also available on the website of the Company at https://www.heromotocorp.com/en-in/company/investors/annual- report.html?key1=annual-report&key2=2025-26. Additionally, pursuant to Regulation 36 of the Listing Regulations, the Company is also sending a letter to those members whose email addresses are not registered with the Registrar and Share Transfer Agent of the Company / the respective Depository Participant, providing them the web link, including the exact path and QR code for accessing the Company’s Integrated Annual Report and Notice of 43rd AGM. This is for your information and records. Thanking you, For Hero MotoCorp Limited, Prabhat Singh Company Secretary & Compliance Officer Encl.: As above NOTICE Registered Office: The Grand Plaza, Plot no. 2, Nelson Mandela Road, Vasant Kunj, Phase –II, New Delhi - 110 070 CIN: L35911DL1984PLC017354, Phone: 011- 46044220, Fax: 011-46044399 Email: secretarialho@heromotocorp.com, Website: www.heromotocorp.com NOTICE NOTICE is hereby given that the 43rd Annual General Meeting 5. Re-appointment of Dr. Pawan Munjal (DIN: 00004223) ("AGM") of the Members of Hero MotoCorp Limited ("the as a Whole-time Director of the Company. Company") will be held on Wednesday, August 5, 2026 at To consider and if thought fit, to pass the following 11:30 A.M. through Video Conferencing (“VC”)/ Other Audio resolution as a Special Resolution: Visual Means (“OAVM”) to transact the following businesses: "RESOLVED THAT pursuant to the provisions of Sections ORDINARY BUSINESS 196, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies 1. To receive, consider and adopt the audited standalone (Appointment and Remuneration of Managerial financial statements of the Company for the financial Personnel) Rules, 2014 (“the Act”) and the Securities year ended March 31, 2026 together with the reports and Exchange Board of India (Listing Obligations and of the Board of Directors’ and Auditors’ thereon and Disclosure Requirements) Regulations, 2015 (“Listing the audited consolidated financial statements of the Regulations”) (including any statutory modification(s) Company for the financial year ended March 31, 2026, or re-enactment(s) thereof for the time being in force), together with the Report of the Auditors thereon. and in terms of Articles of Association of the Company, 2. T o confirm the payment of interim dividend of H 110/- per consent of the members of the Company be and is hereby accorded to the re-appointment of Dr. Pawan equity share for the financial year 2025-26 and to declare final dividend of H 75/-per equity share for the financial Munjal (DIN: 00004223) as a Whole-time Director of the Company designated as ‘Executive Chairman,’ (or such year 2025-26. other designation as may be decided by the Board and 3. To appoint a Director in place of Mr. Suman Kant Munjal /or Nomination and Remuneration Committee (“NRC”) (DIN: 00002803), who retires by rotation and being from time to time) for a term of 5 (five) years, from the eligible, offers himself for re-appointment. expiry of his present term of office, viz. with effect from October 1, 2026 till September 30, 2031. SPECIAL BUSINESS RESOLVED FURTHER THAT Dr. Pawan Munjal shall 4. Ratification of remuneration of Cost Auditors for not be liable to retire by rotation in accordance with the financial year 2026-27. Articles of Association of the Company. T o consider and if thought fit, to pass the following R ESOLVED FURTHER THAT the Board of Directors and/ resolution as an Ordinary Resolution: or the NRC be and is hereby authorised to do all such acts, deeds and things and execute all such documents, "RESOLVED THAT pursuant to the provisions of Section instruments and writings as may be required to give 148 and other applicable provisions of the Companies effect to the aforesaid resolutions." Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time and as 6. Approval of terms and conditions and payment of recommended by the Audit Committee, remuneration remuneration of Dr. Pawan Munjal (DIN: 00004223) as payable to M/s. R.J. Goel & Co., Cost Accountants (Firm the Whole-time Director of the Company. Registration No. 000026), appointed by the Board of To consider and if thought fit, to pass the following Directors as Cost Auditors to conduct audit of the cost resolution as an Ordinary Resolution: records of the Company for the financial year 2026-27, amounting to H 3,30,000/- (Rupees three lakh thirty "RESOLVED THAT pursuant to the provisions of thousand only) plus applicable taxes and reimbursement Sections 196(4), 197, Schedule V and other applicable of out of pocket expenses incurred in connection with provisions, if any, of the Companies Act, 2013 read the aforesaid audit be and is hereby confirmed, ratified with the Companies (Appointment and Remuneration and approved." of Managerial Personnel) Rules, 2014 (“the Act”) and Securities and Exchange Board of India (Listing (Listing Obligations and Disclosure Requirements) Obligations and Disclosure Requirements) Regulations, Regulations, 2015 ("Listing Regulations") had been 2015 (“Listing Regulations”) (including any statutory amended to provide relaxations from compliance with modification(s) or re-enactment(s) thereof, for the time certain provisions relating to annual report. Hence, in being in force), approval of the members be and is hereby compliance with these Circulars and amendment, the accorded to the terms and conditions and payment of AGM of the Company will be conducted through VC/ such remuneration to Dr. Pawan Munjal as a Whole-time OAVM. The deemed venue for the 43rd AGM shall be the Director of the Company, for a term of 5 (Five) years Registered Office of the Company. with effect from October 1, 2026 till September 30, 2. An Explanatory Statement pursuant to Section 102(1) 2031, as detailed in the explanatory statement annexed of the Companies Act, 2013 ("the Act") which sets out hereto, with authority to the Board of Directors (on the details relating to special business to be transacted at recommendations of the Nomination and Remuneration the AGM is annexed hereto. Committee (“NRC”)) to alter, enhance or widen the scope of remuneration (including the remuneration, 3. Details as required under Regulation 36(3) of the Listing perquisites and allowances [Showing first 8,000 characters — download PDF for full document]