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HERO MOTOCORP LTD.

HISTORY & BACKGROUND» Hero Moto Corp Ltd. (Formerly Hero Honda Motors Ltd.) is

the world's largest manufacturer of two - wheelers, based in India.

» In 2001, the company achieved the coveted position of being the largest two-wheeler manufacturing company in India and also, the 'World No.1' two-wheeler company in terms of unit volume sales in a calendar year. Hero MotoCorp Ltd. continues to maintain this position till date.

» Hero Honda started in 1984 as a joint venture between Hero Cycles of India and Honda of Japan.

» The joint venture between India's Hero Group and Honda Motor Company, Japan has not only created the world's single largest two wheeler company but also one of the most successful joint ventures worldwide.

» In December 2010, the board of directors of the Hero Honda Group have decided to terminate the joint venture between Hero Group of India and Honda of Japan in a phased manner.

» Under the joint venture Hero Group could not export to international markets (except Sri Lanka and Nepal) and the termination would mean that Hero Group can now export.

» Since the beginning, the Hero Group relied on their Japanese partner Honda for the technology in their bikes.

» Honda will continue to provide technology to Hero Honda motorbikes until 2014 for existing as well as future models.

» in August 2011 the company was renamed Hero MotoCorp with a new corporate identity.

» VisionThe story of Hero Honda began with a simple vision –

the vision of a mobile and an empowered India, powered by its two wheelers. Hero MotoCorp Ltd., company's new identity, reflects its commitment towards providing world class mobility solutions with renewed focus on expandingcompany's footprint In the global arena.

» MissionHero MotoCorp’s mission is to become a global enterprise fulfilling its customers' needs and aspirations for mobility, setting benchmarks in technology, styling and quality so that it converts its customers into its brand advocates.

» STRATEGYHero MotoCorp’s key strategies are to build

a robust product portfolio across categories, explore growth opportunities globally, continuously improve its operational efficiency, aggressively expand its reach to customers, continue to invest in brand building activities and ensure customer and shareholder delight.

» BrandThe new Hero is rising and is poised to shine on the global arena.

Company's new identity "Hero MotoCorp Ltd." is truly reflective of its vision to strengthen focus on mobility and technology and creating global footprint. Building and promoting new brand identity will be central to all its initiatives, utilizing every opportunity and leveraging its strong presence across sports, entertainment and ground-level activation

» MANUFACTURINGHero MotoCorp two wheelers are manufactured

across 3 globally benchmarked manufacturing facilities. Two of these are based at Gurgaon and Dharuhera which are located in the state of Haryana in northern India. The third and the latest manufacturing plant is based at Haridwar, in the hill state of Uttrakhand.

» DISTRIBUTIONThe Company's growth in the two wheeler market in India is the result of an intrinsic ability to increase reach in new geographies and growth markets. Hero MotoCorp’s extensive sales and service network now spans over to 5000 customer touch points. These comprise a mix of authorized dealerships,

service & spare parts outlets, and dealer-appointed outlets across the country

Chairman profile» The founder and patriarch of the $3.2 billion Hero Group is your classic first

generation entrepreneur. He is a man who started small, dreamt big and used a combination of grit and perseverance to create one of the country's largest corporate groups and the World's No.1 Two Wheeler Company.

» Instinctive from a young age, Brijmohan Lall made a rather unusual start in life. Around the time when the freedom movement in India was taking shape in the late 1920s, he walked into a newly opened Gurukul (Indian heritage school) near his home in Kamalia (now in Pakistan). He was only six years old then.

» Thus began an extraordinary tale of courage and perseverance. Brijmohan began his business story after partition in 1947, when he and his brothers relocated to Ludhiana. The family set up a company that provided poor people with basic transport (cycles). Three decades later, as India evolved,he added a second crucial chapter - which visualized affordable and technologically superior transport to millions of middle class Indians. The rest is history

» BM Munjal’s own faction is huge. Of his four sons, the eldest, Raman Kant Munjal passed away at an early age, after having founded hero Honda. Suman Kant Munjal started Rockman Cycles in 1961. Pawan Kant Munjal, Brijmohan Munjal's third son took over Hero Honda, and the youngest son Sunil Kant Munjal heads hero corporate services. Between them they have ten children.

The late Raman Munjal's son Rahul Munjal is the eldest of the ten and has founded Easy Bill. His brother Abhimanyu Munjal is spearheading special projects under Hero Corporate. Their sister, Radhika is not in the business.

Suman Munjal's sons Ujjwal and Akshay work in Rickman Cycles and the third, Vidor is studying. Pawan Munjal's two daughters Vasudha and Supriya have their own businesses not under the group. His son Annuvrat is still studying. Sunil Munjal's daughter Shefali works with her father in hero corporate.

"It's as hard running a family as running a business or a family business. We spend time, energy and efforts running this family as a family," said Rahul Munjal, MD of Easy bill Ltd

Family

MR SUNIL KANT MUNJAL DR BRIGMOHAN LALL MUNJAL MR PAWAN MUNJAL

Late Raman kant munjal

Suman kant munjal

SUNIL KANT MUNJAL» Mr. Munjal is the Jt. Managing Director of Hero Moto Corp Ltd. And Chairman of Hero

Corporate Service Ltd. Recognized by ‘India Today’ – India’s largest English newsmagazine, as one of the “Faces of the Millennium” for businessHe is responsible for developing growth strategy and implementation of new business plans for the Group.

» Mr. Sunil Kant Munjal has received Glob Scot Award from the Scottish Government in Sept., 2012. His name has been inscribed on The Royal Society of Medicine’s Wall of Honor at London in recognition of his contribution in Affordable Healthcare as President of Dayanand Medical College & Hospital, Ludhiana in February, 2013.He is also the President of the Ludhiana Sanskrit Samagam, an organization that promotes performing arts across North India.

» He is also the Founder Chairman of BML Educorp Services and is the guiding force behind the BML Munjal University and is playing a key role in helping create a unique Higher Education Initiative.

» He is an Advisory Board Member of the UK India Business Council.» He is on the boards of the Indian School of Business at Hyderabad and Mohali. He is Member

of the Board of Governors of IIT, Ropar in Punjab. He also serves on the President’s Council at the University of Tokyo. He has been appointed by the Punjab Govt as Chairman of the Board of Governors of Punjab Technical University, Jalandhar in October, 2012.

» Mr. Munjal was President of Confederation of Indian Industry (CII). He is currently a member of Prime Minister’s Council on Trade & Industry that regularly interacts with the Indian Prime Minister on economic issue

PAWAN MUNJAL» Pawan Munjal belongs to the family that has promoted India’s $

5 billion Hero Group of Companies. He is Managing Director and CEO of Hero Motocorp, a company that produces and sells motorcycles and scooters. Pawan Munjal heads a company that was set up in India three decades ago as an equal equity venture with Honda of Japan. Recently, Hero Motocorp became India’s first automobile company to cross cumulative production of 50 million.

» In 2011, Hero and Honda parted ways. According to Pawan Munjal, when you become this large you want to take your brand global. You want to be nimble and quick. Munjal displayed gumption in jettisoning the Honda name in his branding a mere eight months after the divorce, even though he could have used it until 2014, when Honda's technology support ends. Business Today

» Pawan Munjal outlined a slew of aggressive plans that he has already initiated - the imminent foray into Africa with assembly lines, spreading operations in more countries in Latin America, multiple product launches leading up to the festive season, and a big splash in the coming Auto Expo in Delhi in February 2014.

» PERSONAL1. Pawan lives in Delhi, is married, has three children, and is a

mechanical engineer by training.2. Early life Pawan Munjal is a second generation

member of Munjal Family, which has its origins in Punjab. He spent his childhood in Ludhiana. He has a degree in mechanical engineering from the Regional Engineering College, Kurushetra in Haryana.

3. Career Pawan Munjal joined Hero Honda Motors in the early 1980s as director took over as managing director of Hero Honda Motors (now Hero Motocorp in 2002. During his time at the helm, the company’s turnover has gone up from around $ 1 billion to nearly $ 4 billion. Pawan Munjal has also successfully overseen the company's successful transition from Hero Honda to Hero Motocorp in 2011. When he took over, the company’s products were sold mostly in India. Today, they sell in ten countries

»Board of Directors

»Leadership Team

Mr. Ravi SudSr. Vice President & Chief Financial Officer

Mr. Anil DuaSr. Vice President - Sales, Marketing & Customer Care

Mr. Vikram KasbekarSr. Vice President - Head of Operations & Supply Chain

Dr. Anadi S. PandeVice President - HRM, Corporate Planning & Strategy

Mr. Vijay SethiVice President & Chief Information Officer

Mr. Neeraj MathurVice President - Strategic Sourcing &Supply Chain

Mr. Harjeet SinghVice President & Head R&D

Mr. Deepak MokashiVice President & Head International Business

COMMITTEE OF DIRECTORS

»AUDIT COMMITTEE (Non-executive & Independent Director)» Mr. Pradeep Dinodia (Chairman)

» Gen. (Retd.) V. P. Malik (Member)

» Dr. Pritam Singh (Member)

» Mr.M. Damodaran (Member)

Share holders' Grievance Committee

(Non-executive & Independent Director)» Dr. Pritam Singh (Chairman)

» Mr. Pradeep Dinodia (Member)

» Mr.M. Damodaran (Member)

Remuneration committee (Non-executive & Independent Director)» Gen. (Retd.) V. P. Malik (Chairman)

» Mr. Pradeep Dinodia (Member)

» Mr.Ravi Nath (Member)

SHAREHOLDERS»The Director and Specified employee should ensure to protect shareholders interest by ensuring maintenance of accurate and complete records by avoiding false misleading or artificial entries in the Books of accounts.»This Directors' and Specified employees' Code sets forth guidelines for conduct for the Board of Directors and Specified employees.

Braches And Headquarter

» Corporate & Registered Office:- Hero MotoCorp Ltd.34, Community Center, Basant Lok, Vasant

Vihar, New Delhi- 110057, India.Tel: +91-11-26142451, 26144121Fax: +91- 11-261743321, 26143198

»ZONAL OFFICE Hero MotoCorp Ltd.F-126, Katwaria Sarai, Opp. Qutab Institutional Area,New Delhi -110016, India.

»REGIONAL OFFICESChandigarhDehradun

Jaipur Lucknow Uttar Pradesh

Sponsorship

» HockeyHockey is India's national sport, and Hero is committed to doing its part to promote and popularize the sport. In 2010, Hero MotoCorp extended its support to Hockey by sponsoring the ‘Hockey World Cup 2010’ that was held in India. 2 years after this, Hero Motocorp was also the sponsor of the 'FIH Road to London 2012' tournament.The company is proud to associate with, and will continue to endorse this great sport in the future.

» CricketOur association with cricket goes a long way. Hero MotoCorp has in the past sponsored major cricket tournaments in association with International Cricket Council (ICC), including the cricket World Cup and the Champions Trophy. Hero has also been associated with IPL.

» GolfHero MotoCorp began its association with the prestigious Indian Open Golf tournament in 2005. The tournament has helped catapult the popularity of golf in India. Illustrious golfers from around the world participate in this annual event, which boasts of the largest prize fund sanctioned solely by the Asian Tour.

HERO SPONCERED MTV ROADIES FROM LAST 5 SEASONS

Product Portfolio

1985—Hero Honda motorcycle CD 100 launched

Price- 38000/-

PRICE- 30000/-

1989—Hero Honda motorcycle Sleek launched.

1991—Hero Honda motorcycle CD 100 SS launched.

PRICE- 38000/- 1994 – Hero Honda motorcycle Splendor launched.

PRICE- 42000/-

1999 – Hero Honda motorcycle CBZ launched.PRICE- 48000/-

2001 – Hero Honda motorcycle Passion and Hero Honda Joy launched.

PRICE- 45000/-

2004—Hero Honda motorcycle Ambition 135 & CBZ* Launched

PRICE- 45000/-

PRICE- 58000/-

2005—Hero Honda motorcycle Super Splendor, CD Deluxe, Glamour launched

PRICE- 56000/-

PRICE- 62000/-

PRICE- 55000/-

2007—New Models of Hero Honda motorcycle Splendor NXG, Passion Plus & HUNK

PRICE- 59000/- PRICE- 52000/-

PRICE- 71000/-

2008—New Models of Hero Honda motorcycles Pleasure, Passion Pro, CBZ EXTREME launched

PRICE- 48000/-

PRICE- 56000/-

PRICE 78000/-

2009— Hero Honda motorcycle Karizma– ZMR launched

PRICE- 84000/-

2010—Hero Honda motorcycle Splendor Pro Launched

PRICE- 57000/-

2011- In November, Hero launched its first ever Off Road Bike Named Hero "Impulse".

PRICE-72000/-

2012- Maestro the Musculine scooter & Ignitor the young generation bike are launched.

PRICE- 58000/-

PRICE- 70000/-

»Advertisements & Slogans, Punch lines& Brand Ambassador

2014

Last 5Yrs.Turnover

A.Y. 2012-13 A.Y. 2011-12 A.Y. 2010-11 A.Y. 2009-10 A.Y. 2008-09

Income:-

Sales Turnover

23768.11 25252.98 20787.27 16856.43 13553.23

NET SALES 23768.11 23586.80 19366.97 15839.58 12325.38

TOTAL INCOME

24166.49 23669.78 19490.65 15938.35 12433.94

TOTAL EXPENDITURE

20483.6119938.78 16769.90

13095.93 10572.36

Profit and Loss for the Year

2118.18 2113.65 1813.312039.91 1168.18

REPORTED PAT 2118.18 2378.13 1927.90 2231.83 1281.76

Hero MotoCorp's Shareholding Pattern

Promoters- 52.21

Individuals- 6.94

Institutions-5.94

FII- 33.01

Govt.- 0

Others- 1.70

2001 to 2012

key policy» A company that believes in maintaining ecological standards along

with business standards.» "We must do something for the community from whose land we

generate our wealth." - Chairman Dr. Brijmohan Lal Munjal.

» At Hero MotoCorp, our goal isn't limited to business but encompasses the broader spectrum of serving humanity through social initiatives. Hero MotoCorp takes a stand as a socially responsible enterprise respectful of its environment.

» Hero MotoCorp has been strongly devoted not only to environmental conservation programs but also expresses the increasingly inseparable balance between economic concerns, environmental and social issues faced by business. A business must not grow at the expense of mankind but must serve humankind at large.

ENVIRONMENT POLICYWe at Hero MotoCorp have been committed to

demonstrate excellence in our environmental performance on a continuous basis, as an intrinsic element of our corporate philosophy

QUALITY POLICYExcellence in quality is the core value of Hero MotoCorp

philosophy. We are committed at all levels to achieve high quality in whatever we do, particularly in our products and services which will meet and exceed customer's growing aspirations through

safety policyWe believe that safe work practices lead to better

business performance, motivated workforce and higher productivity.

The Hero Group today announces the launch of “BML Munjal University, (BMU) - a new initiative by the US$5 billion business conglomerate, from Left to Right: Akshay Munjal, Pawan Munjal, Sunil Kant Munjal, Renu Munjal and Suman Kant Munjal

Achievement & AwardsAwards1991(Economic Times-Harvard Business School Award for Corporate Performance to Hero Honda Motors Ltd.)1995National Award for outstanding contribution to the Development of Indian Small Scale Industry (NSIC Award - Presented by President of India).2002» Ranked 4th in 'Overall Best Managed Company' category, ranked 3rd in

'Best Financial Management' and 'Best Operational Efficiency' category, ranked 6th in 'Overall Best Investor Relations' category, by Asia money.

» GVC Level 1 (Highest Rating) by CRISIL for Corporate Governance.2004ICSI National Award for Excellence in Corporate Governance 2004 by The Institute of Company Secretaries of India.

Cont….

2006No. 1 in automobile industry by TNS Corporate Social Responsibility Award.

2008NDTV Profit Business Leadership Award 2008 - Hero Honda Wins the Coveted "NDTV Profit Business Leadership Award 2008"

»Achievements» Splendor & Passion - Top two models in two wheeler

category by ET Brand Equity Survey 2006.» Hero Honda Splendor rated as India's most preferred

two-wheeler brand at the Awaaz Consumer Awards 2006.

» The NDTV Profit Car India & Bike India Awards 2006 in the following category: Bike Maker of the Year

» Bike of the Year - Achiever (up to 150 cc category)» Bike of the Year - Glamour (up to 125 cc category)2007Bike of the Year" - CBZ X-treme (up to 150 cc category)» "Bike Technology of the Year" - Glamour PGM FI

Cont….2008Top Gear Design Awards 2008 - Hunk wins Bike of the Year.» NDTV Profit Car India & Bike India Awards - Bike Manufacturer of the year2009Won Gold in the Reader's Digest Trusted Brand 2009 in the 'Motorcycles' categoryNDTV Profit Business Leadership Awards 2009 - two-wheeler categoryRated as Top Indian Company in Automobile - Two Wheelers sector by Dun & Bradstreet - Rolta Corporate Awards 20092010» Most Preferred Brand of Two-Wheelers" award at the CNBC Awaaz Consumer Awards.» Adjudged at top of the two-wheeler category in the Brand Equity Most Trusted Brands

2010 Survey.» Ranked No. 3 Most Trusted Brand across categories amongst Young Adult Males2011» "Best Activity Generating Short or Long-Term Brand Loyalty" by the Promotion

Marketing Award of Asia Order of Merit for Hero Good Life» Ranked No 1 brand in the Auto (Two-Wheelers) category in the Brand Equity "Most

Trusted Brand" 2011 survey» Two-wheeler Manufacturer of the Year award by Bike India magazine.

2012» Business Leader in Automobiles (two-wheelers) at the NDTV Profit Business

Leadership Awards 2012 (Conferred upon Mr. Pawan Munjal)» Best value for Money Bike Maker and Best Advertising in Two Wheelers

Category at the Auto India Best Brand Awards 2012» Digital Advertiser of the year at the Indian Digital Media Awards (IDMA)

2012» Awards» Business Technology Innovation Awards 2012

2013» Green Pioneer Award - 2013» "Business Leader of the Year" Award by Hon'ble President of India, Shri.

Pranab Mukherjee, at the AlMA Managing India Awards 2013 on April 11, 2013 (Conferred on Mr. Pawan Munjal)

» "Business Leader of the Year" Award in the Auto (Two Wheelers) category by Deputy Chairman of the Planning Commission Mr. Montek Singh Ahluwalia, at the NDTV Business Leadership Awards 2013 (Conferred on Mr. Pawan Munjal)

2014 new bike

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