-~ Hero. For HkCorp Ltd.

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1 -~ Hero April 12, 2018 Asst. Vice President, Listing Deptt. National Stock Exchange of India Ltd., Exchange Plaza, Plot C/1, G Block Bandra Kurla Complex, Bandra (E), MUMBAI Scrip Code: HEROMOTOCO The Secretary, BSE Limited 25 th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI Scrip Code: Sub: Compliances under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SEBI (Depositories and Participants) Regulations, 1996 Dear Sirs, Please find enclosed herewith the following documents in compliance of the Listing Regulations and SEBI (Depositories and Participants) Regulations, 1996: 1. Listing Regulations a. Statement under Regulation 13(3) for the quarter ended March 31, b. Compliance Report on Corporate Governance under Regulation 27(2) for the quarter ended March 31, c. Shareholding Pattern pursuant to Regulation 31(1) for the quarter ended March 31, d. Certificate under Regulation 7(3) for the half year ended March 31, e. Certificate under Regulation 40(9) for the half year ended March 31, SEBI (Depositories and Participants) Regulations, 1996 a. Reconciliation of Share Capital Audit Report pursuant to regulation SSA for the quarter ended March 31, 2018 Kindly take the same on your records. Thanking you. For HkCorp Ltd. (Neerja~a) Company Secretary &. Encl.: a/a Hero MotoCorp Ltd. Regd. Office: 34,Community Centre, Basant Lok, Vasant Vihar, New Delhi , India Tel , , Fax , HeroMotoCorp.com CIN: L35911 DL 1984PLC PAN NO.: AAACH0812J

2 Shareholding Pattern for the Quarter ended Name of Listed Entity : HERO MOTOCORP LTD. 2 Scrip Code/Name of Scrip/Class of Security: HEROMOTOCO (NSE); (BSE) 3 Share Holding Pattern Filed under : Reg.31(1)(b) 4 Share Holding Pattern as on : 31 March, Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information: S. No. Particulars Yes No 1 Whether the Listed Entity has issued any partly paid up shares No 2 Whether the Listed Entity has issued any Convertible Securities or Warrants? No 3 Whether the Listed Entity has any shares against which depository receipts are issued? No 4 Whether the Listed Entity has any shares in locked-in? No 5 Whether any shares held by promoters are pledge or otherwise encumbered? No

3 Table I - Summary Statement holding of specified securities Cate Category of Shareholder Noof No of fully No of Noof Total No of Shareholding as a Number of Voting Rights held In each class of No of Shares Shareholding as a% Number of Locked in Number of Shares pledged Number of go,y (II) Shareho paid up Partly paid Shares Shares Held (VII) % of total no of securities Underlying assuming full Shares or otherwise encumbered equity shares (I) lders equity up equity Underlying = (IV) (V)+(VI) shares (As a % of (IX) Outstanding conversion of (XII) (XIII) held in (111) shares held shares Depository (A B C2)) converttible convertible Securities dematerialized (IV) held Receipts (VIII) securities (as a percentage of form (V) (VI) No of Voting Rights Total as a% of (Including dlluted share capital} No. {a) Asa%of No. (a) As a % of total (XIV) (A B C) Warrants} (XI) total Shares Shares held Class X ClassY Total IX\ held (A) Promoter & Promoter GrDU'"' 1101 Public NA NA (C) Non Promoter-Non Public l1c,1 Shares undertvin" ORs NA NA NA NA 0 (C2) Shares held by Employes NA NA 0 Trusts Total: S

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group Categ Category & Name of PAN Noof No offully No of No of Total No of Shareholding Number of Voting Rights held In

4 Table II - Statement showing shareholding pattern of the Promoter and Promoter Group Categ Category & Name of PAN Noof No offully No of No of Total No of Shareholding Number of Voting Rights held In each class of No of Shares Shareholding as a Number of Locked in Number of Shares Number of ory the Shareholder (II) Sharehold paid up Partly paid Shares Shares asa'¼of securities Underlying '¼ assuming full Shares pledged or otherwise equity shares (1) Indian Individuals/Hindu (I) ers equity up equity Underlying Held total no of (IX) Outstanding conversion of (XII) encumbered held In (Ill) shares shares held Depository (IV+V+VI) shares converttible convertible (XIII) dematerialized held (VI Receipts (VII) (calculated as securities Securities (as a form (IV) (VI) per SCRR, (Including percentage of (XIV) 1957 (VIII) As Warrants) diluted share a%of (X) capital) (Vll)+(X) (A+B+C2) Asa'¼of (VIII) No of Voting Rights Total as a% (A+B+C2) No.(a) Asa%of No.(a) Asa%of Class X Class Y Total of (A+B+C) (XI) total total Shares Shares (a) undivided Family ABHIMANYU MUNJAL AHXPM6486C ANIESHA MUNJAL ABMPM8651J PAWAN KANT MUNJAL ACGPM7510D PAWAN MUNJAL AAAHP8709f (As Ka<ta of HUF) PAWAN MUNJAL, RENU AABFB0636L MUNJAL and SUMAN MUNJAL {On behalf of Brijmohan Lal Om Parkash Partnership Firm) RAHUL MUNJAL AIZPM7525R RENU MUNJAL AIBPM4926G RENUKA MUNJAL ADQPM8086R SANTOSH MUNJAL ADZPM3513A UNIL KANT MUNJAL AIBPM4928J SUMAN KANT MUNJAL ABMPM8075A SUMAN KANT MUNJAL AALHS3160E (As Karta of HUF) VASUDHA DINODIA AIBPM4927H (bl Central Government/State Governmentfs) (cl Financial Institutions/Banks Id) Any Other Body Coroorate o.oo BAHADUR CHAND AAAC86706f INVESTMENTS PVT LTD HERO FINCORP LIMITED AAACH0157J HERO INVESTCORP AAACP9824A PRIVATE LIMITED Sub-Total IAllll o.oo 0 o.oo (2) Foreign (al Individuals (Non Resident Individuals/Foreign Individuals (b) Government :.,:~ /rtoc 0 0 ~ r ~ 1 er." ~ ~ 8woe~ --

5 (cl Institutions (d) Foreign Portfolio Investor (e) Any Other Sub-Total (Al!2l o.oo o.oo Total Shareholding of o.oo Promoter and Promoter Group (A)=(A)(l)+(A)(2)

6 Table II A - Unclaim Details Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights frozen etc. No of Shareholders I No of shares held Nil INil

7 Table Ill Statement showing shareholdlng pattern of the Public shareholder Categ Category & Name of PAN Noof No of fully No of Partly No of Shares Total No of Shareholdin Number of Voting Rishts held In each closs of securities No of Shares Shareholding as a Number of locked in Number of Shares Number of ory the Shareholder (11) Shareholder paid up equity paid-up equity Underlying Shares Held g asa % of (IX) Underlying % assumins full Shares pledged or otherwise equity shares (I) s shares held shares held Depository (Vll)a(IV+V+VI) total no of Outstanding conversion of (XII) encumbered held In (Ill) (IV) (V) Receipts shares converttible convertible (XIII) dematerialized (VI) (A+B+C2) securities Securities (as a form (VIII) No of Voting Rights Total as a% (Including percentage of No.(a) Asa % of No,(,) Asa%of (XIV) of{a+b+c) Warr.1nts) diluted share total Shares total Shares ClassX ClassY Total (X) caplt:d) held held (XI) 1\ Institutions., Mutual Funds o o 12633S o 0.00 NA NA 1262S927 SBI MAGNUM EQUITY AABTS6407Q o 33S NA NA 33S2074 FUNO (b) Venture Capital o NA NA 0 Funds (c) Alternate Investment 0 0 o 0 0 0, o NA NA o Funds (di Foreign Venture 0 o o 0 o o o o 0.00 NA NA o Ca!tal Investors (e) Foreign Portfolio o o o o.oo NA NA Investors LAZARD EMERGING AAAAL0206A 1 3S o o 0.00 NA NA MARKETS EQUITY PORTFOLIO OPPENHEIMER AAAT004S5D o NA NA INTERNATIONAL GROWTH FUND ABERDEEN AA6ffi942K 1 216S335 o o NA NA 216S335 EMERGING MARKETS FUND GOVERNMENT AACCN1454E o o o 0.00 NA NA PENSION FUNO GLOBAL STICHTING AAVCS6547E o 0.00 NA NA DEPOSITARY APG EMERGING MARKETS EQUITY POOL (fl Finandal o NA NA Institutions/Sanks (g) Insurance Companies ls o , NA NA LIFE INSURANCE AAACLOS82H SO NA NA CORPORATION OF INDIA (hi Provident o o 0.00 o 0.00 o 0.00 NA NA 0 Funds/Pension Funds (II Anv Other BENEFICIAL 1 S64 o o S S64 o NA NA S64 HOLDINGS UNDER MGT-4 FOREIGN NATIONALS o o NA NA 221 Sub Total IBUll U056 0 o on NA NA 1076S ) Central o o o NA NA o Government/State Government{s)/Presl dent of India Sub Total 18)(21 o o.oo 0 o 0 o.oo o 0.00 NA NA o 13\ Non-Institutions (a) i.lnd!vldual o o S o NA NA shareholders holdlng nominal share capital up to Rs.2 lakhs A -,to J',I. -~ :r; -~ -4 p.

8 ii.individual o.oo NA NA shareholders holdlng nominal share capital In e cess of Rs. 2 Lakhs (b) N BFCs Registered NA NA 4844 with RBI cl Em lo"ee Trusts NA NA 0 Id) Overseas NA NA 0 Oeposltor1es (Holding DRs)(Balancing figure ) fc\ AnvOther TRUSTS NA NA ALTERNATIVE S1S S NA NA INVESTMENT FUND NON RESIDENT 203S NA NA INDIANS CLEARING MEMBERS 13S NA NA NON RESIDENT NA NA INDIAN NON REPATRIABLE BODIES CORPORATES S33 3.7S 7479S S33 3.7S NA NA ICICI PRUDENTIAL AAACl7351P l NA NA LIFE INSURANCE COMPANY LIMITED f E PF l NA NA Su b Total {Bl(3) S7 Total Pu blic S4S S S S Shareholdlng (BJ= {B}ll)+jB}IZ)+iB}l3)

9 Table IIIA - Person Acting In Concert Details of the shareholders acting as persons in Concert including their Shareholding: Name of Shareholder Name of PAC No of shares Holding% Total: 0 0

10 Table Ill B - Unclaim Details** Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights frozen etc. No of Shareholders No of Shares held **In terms of extant provisions of the Companies Act and SEBl(LODR) Regulations, 2015, these unclaimed shares have been transferred to unclaimed suspense account.

11 Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public Shareholder Cate Category & Name of the PAN No of No of fully No of Partly No of Shares Total No of Shareholdi Number of Voting Rights held in each No of Shares Shareholding as Number of Locked in Number of Shares pledged Number of gory Shareholder (II) Shareholder paid up equity paid-up equity Underlying Shares Held ngasa,<. class of securities Underlying a % assuming full Shares or otherwise encumbered equity shares (I) s shares held shares held Depository (IV+V+VI) of total no (IX) Outstanding conversion of (XII) (XIII) held in (111) (IV) (V) Receipts (VII) of shares converttible convertible dematerialized (VI) (A+B+C2) securities Securities {as a form (VIII) (Including percentage of (XIV) No of Voting Rights Total as a¾ of IA+B+Cl Warrants) (X) diluted share capital) (XI) No. Asa'¾of No. As a % of total total Shares Shares held Class X Class Y Total Ill Custodian/DR Holder NA NA 0 Employee Benefit Trust (under SEBl(Share based Employee Benefit) (21 Regulations 2014) NA NA 0 Total Non-Promoter-Non Public Shareholding (CJ; (Cl(ll+ICH2I o.oo o.oo

Sub: Compliances under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

Sub: Compliances under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) -~ Hero July 10, 2018 Asst. Vice President, Listing Deptt. National Stock Exchange of India Ltd., Exchange Plaza, Plot C/1, G Block Sandra Kurla Complex, Sandra (E), MUMBAI - 400 051 Scrip Code: HEROMOTOCO