Hero MotoCorp : Appointment

January 24, 2022	The Secretary,
Asst. Vice President, Listing Deptt.,
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

Sub: Disclosure pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015

Dear Sirs,

The Board of Directors of the Company, in its meeting held on 24th January 2022, has approved an investment of up to INR 700 crore (Rupees Seven Hundred crore) in one or more tranches, in Hero FinCorp Limited (HFCL). The investment is subject to execution of definitive documents and completion of certain conditions customary to a transaction of this nature. The requisite information is disclosed in the Annexure A.

The Board has also appointed Mr. Dhiraj Kapoor as the Company Secretary & Compliance Officer of the Company effective February 1, 2022. The relevant details are attached as Annexure B.

This is for your information and records.

Thanking you,

For Hero MotoCorp Limited

(Neerja Sharma)

Company Secretary & Chief Compliance Officer

Encl: As above

Hero MotoCorp Ltd.

Regd. Office: The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj - Phase - II, New Delhi - 110070, India

Tel. [phone], Fax [phone]

HeroMotoCorp.com CIN: L35911DL1984PLC017354 PAN: AAACH0812J

Annexure A

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of the target entity, details in brief	Hero FinCorp Ltd. (HFCL)
such as size, turnover etc.	Hero FinCorp Ltd. primarily deals in
	financing retail and corporate customers
	through products including two-wheeler
	financing, term loans, working capital loans,
	loan against property, bill discounting,
	leasing, etc.
	Turnover for the year ended March 2021
	was Rs. 4,091.64 Crore.
Whether the acquisition would fall within	Yes, the investment is being made in Hero
related party transaction(s) and whether	FinCorp Ltd., Associate company, and will
the promoter/ promoter group/ group	therefore be a related party transaction.
companies have any interest in the entity	Hero FinCorp Ltd. belongs to Promoter
being acquired? If yes, nature of interest and
details thereof and whether the same is	Group of Hero MotoCorp Ltd. (HMCL) and
done at "arms length"	holds 1,370 shares in HMCL.
	The investment is proposed to be made on
	an arm's length basis.
Industry to which the entity being acquired	Non-Banking Financial Company
belongs
Objects and effects of acquisition (including	HFCL is in the process of raising capital of
but not limited to, disclosure of reasons for	upto Rs. 2,000 core through private
acquisition of target entity, if its business is	placement for its business purposes. HMCL
outside the main line of business of the	investment of Rs. 700 crore is towards
listed entity)	participation in this capital raise round.
Brief details of any governmental or	No regulatory approval is required
regulatory approvals required for the
acquisition;
Indicative time period for completion of the	April 30, 2022 (tentative)
acquisition

Hero MotoCorp Ltd.

Regd. Office: The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj - Phase - II, New Delhi - 110070, India

Tel. [phone], Fax [phone]

HeroMotoCorp.com CIN: L35911DL1984PLC017354 PAN: AAACH0812J

Nature of consideration - whether cash	Cash
consideration or share swap and
details of the same
Cost of acquisition or the price at which the	INR 700 crore
shares are acquired
Percentage of shareholding / control	Investment is being made in CCPS
acquired and / or number of shares	(Compulsorily Convertible	Preference
acquired	Shares) to be issued by HFCL.
	Prior to the proposed investment, HMCL's
	shareholding in HFCL is 41.2%.
	The exact shareholding of HMCL in HFCL
	post the investment, will be determined
	upon completion of capital raise round by
	HFCL.
Brief background about the entity acquired	Hero FinCorp Ltd. is registered as Non-
in terms of products/line of business	Deposit accepting Non-Banking Finance
acquired, date of incorporation, history of	Company as per RBI Regulations with
last 3 years turnover, country in which the	Registration No. 14.00266. The Company
acquired entity has presence and any other	primarily deals in financing retail and
significant information (in brief)	corporate customers through	products
	including two-wheeler financing, term
	loans, working capital loans, loan against
	property, bill discounting, leasing, etc.
	Date of Incorporation - December 16, 1991
	Turnover of last 3 years -
	2020-21 - Rs. 4,091.64 Crore
	2019-20 - Rs. 3,702.62 Crore
	2018-19 - Rs. 2,492.52 Crore
	Country in which HFCL has presence - India

Hero MotoCorp Ltd.

Regd. Office: The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj - Phase - II, New Delhi - 110070, India

Tel. [phone], Fax [phone]

HeroMotoCorp.com CIN: L35911DL1984PLC017354 PAN: AAACH0812J

Annexure B

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

S.	Particulars	Disclosures
No.
1.	Reason for change	Appointment
	viz. appointment, resignation,
	removal, death or otherwise.
2.	Date of Appointment	Mr. Dhiraj Kapoor has been appointed as the
		Company Secretary st& Compliance Officer of the
		Company effective 1 February, 2022.
3.	Brief profile (in case of	Mr. Dhiraj Kapoor is a fellow member of the
	appointment)	Institute of Company Secretaries of India and a
		law graduate, with more than 20 years of
		experience in corporate laws and compliances.
4.	Disclosure of relationships	Not Applicable
	between directors (in case of
	appointment of director)

Hero MotoCorp Ltd.

Regd. Office: The Grand Plaza, Plot No. 2, Nelson Mandela Road,

Vasant Kunj - Phase - II, New Delhi - 110070, India

Tel. [phone], Fax [phone]

HeroMotoCorp.com CIN: L35911DL1984PLC017354 PAN: AAACH0812J