Corporate Profile Hero Honda Motors Ltd. is the world's largest manufacturer of two wheelers, based in India.

. The company is a joint venture between India's Hero Group and Honda Motor Company, Japan that began in 1984. In 2001, the company achieved the coveted position of being the largest two-wheeler manufacturing company in India and the World No.1 two-wheeler company in terms of unit volume sales in a calendar year by a single company. Hero Honda has retained that coveted position till date. Today, every second motorcycle sold in the country is a Hero Honda bike. Every 30 seconds, someone in India buys Hero Honda's top-selling motorcycle Splendor. Vision The Hero Honda story began with a simple vision the vision of a mobile and an empowered India, powered by Hero Honda. This vision was driven by Hero Hondas commitment to customer, quality and excellence, and while doing so, maintaining the highest standards of ethics and societal responsibilities. Hero Honda believes that the fastest way to turn that dream into a reality is by remaining focused on that vision. Strategy Hero Hondas key strategy has been driven by innovation in every sphere of activity building a robust product portfolio across categories, exploring new markets, aggressively expanding the network and continuing to invest in brand building activities. Manufacturing Hero Honda bikes are manufactured across three 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. Technology In the 1980s Hero Honda pioneered the introduction of fuel-efficient, environment friendly four-stroke motorcycles in the country. Today, Hero Honda continues to be technology pioneer. It became the first company to launch the Fuel Injection (FI) technology in Indian motorcycles, with the launch of the Glamour FI in June 2006. Products Hero Honda's product range includes variety of motorcycles that have set the industry standards across all the market segments. The company also started manufacturing scooter in 2006. Hero Honda offers large no. of products and caters to wide variety of requirements across all the segments. Distribution

The 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 Honda's extensive sales and service network now spans close to 4500 customer touch points. These comprise a mix of authorized dealerships, Service & Spare Parts outlets, and dealer-appointed outlets across the country. Brand The company has been continuously investing in brand building utilizing not only the new product launch and new campaign launch opportunities but also through innovative marketing initiatives revolving around cricket, entertainment and ground- level activation. Hero Honda has been actively promoting various sports such as hockey, cricket and golf. Hero Honda was the title sponsor of the Hero Honda FIH Hockey World Cup that was played in Delhi during Feb-March 2010. Hero Honda also partners the Commonwealth Games Delhi 2010. 2010-11 Performance Total unit sales of 54,02,444 two-wheelers, growth of 17.44 per cent Total net operating income of Rs. 19401.15 Crores, growth of 22.32 per cent Net profit after tax at Rs. 1927.90 Crores Total dividend of 5250% or Rs. 105 per share including Interin Dividend of Rs. 70 per share on face value of each share of Rs. 2 each EBIDTA margin for the year 13.49 per cent EPS of Rs. 96.54 HERO HONDA'S MISSION Hero Hondas mission is to strive for synergy between technology, systems and human resources, to produce products and services that meet the quality, performance and price aspirations of its customers. At the same time maintain the highest standards of ethics and social responsibilities. This mission is what drives Hero Honda to new heights in excellence and helps the organization forge a unique and mutually beneficial relationship with all its stake holders. HERO HONDA'S MANDATE Hero Honda is a world leader because of its excellent manpower, proven management, extensive dealer network, efficient supply chain and world-class products with cutting edge technology from Honda Motor Company, Japan. The teamwork and commitment are manifested in the highest level of customer satisfaction, and this goes a long way towards reinforcing its leadership status. BOARD OF DIRECTORS No. 1 2 Name of the Directors Mr. Brijmohan Lall Munjal Mr. Pawan Munjal Designation Chairman & Whole-time Director Managing Director & C.E.O.

3 4 5 6 7 8 9 10 11 12 13 14

Mr. Sunil Kant Munjal Mr. Suman Kant Munjal Mr. Takashi Nagai Mr. Toshiyuki Inuma Mr. Paul Edgerley Mr. Pradeep Dinodia Gen. (Retd.) V. P. Malik Mr. Analjit Singh Dr. Pritam Singh Mr. M. Damodaran Mr. Ravi Nath Dr. Anand C. Burman

Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-executive & Independent Director Non-executive & Independent Director Non-executive & Independent Director Non-executive & Independent Director Non-executive & Independent Director Non-executive & Independent Director Non-executive & Independent Director

BRIEF PROFILE OF DIRECTORS

MR. BRIJMOHAN LALL MUNJAL Mr. Brijmohan Lall Munjal is the founder Director and Chairman of the Company and the $ 3.2 billion Hero Group. He is the Past President of Confederation of Indian Industry (CII), Society of Indian Automobile Manufacturers (SIAM) and was a Member of the Board of the Country's Central Bank (Reserve Bank of India). In recognition of his contribution to industry, Mr. Munjal was conferred the Padma Bhushan Award by the Union Government. Mr. Brijmohan Lall Munjal is currently on the board of the following companies: No. Name of Company Nature of Office 1 2 3 4 5 6 Hero Honda Motors Limited Hero Honda Finlease Limited Munjal Showa Limited Easy Bill Limited Rockman Industries Limited Shivam Autotech Limited Chairman and Whole-time Director Chairman and Director Chairman and Director Director Director Director

MR. PAWAN MUNJAL

Mr. Pawan Munjal is the Managing Director and CEO of the Company. He is responsible for growth and strategic planning for the entire Group. A graduate in mechanical engineering, Mr. Munjal has been instrumental in bringing about technological and managerial excellence in the Company's operations. He has been the Chairman of several Committees of CII. He is also on the board of Indian Institute of Management, Lucknow . An avid golfer, Mr. Munjal is Past Chairman of the Asian PGA Tour Board of Directors and the Past President of Professional Golfers Association of India (PGAI). Under his guidance, Hero Honda launched the Hero Indian Sports Academy (HISA) in collaboration with Laureus Foundation to provide equal opportunities in sports to various communities and to reward talent in the country. Mr. Pawan Munjal is currently on the Board of the following companies:

No. Name of Company 1 2 3 Hero Honda Motors Limited Hero Honda Finlease Limited Rockman Industries Limited

Nature of Office Managing Director & CEO Director Director

MR. SUNIL KANT MUNJAL

Mr. Sunil Kant Munjal was appointed on the Board of Directors of Hero Honda Motors Limited August 25, 2006 as an Non Executive Director of the Company. After his graduation, he underwent training in the field of Mechanical Engineering. Presently he is Managing Director of Hero Cycles Ltd. (C.R. Division) and Hero Corporate Services Limited. Mr. Munjal has also been the President of Confederation of Indian Industry (CII), India's premier business association. He is also on the Board of Indian School of Business, Hyderabad and is the visiting faculty at various Business Schools and Corporate. His specialization is in Business Studies and Holistic Management Practices. Apart from the above he is a member of Prime Minister's Council on Trade and Industry, Consultative Group on Industry, Planning Commission, Government of India and SEBI Committee on Disclosures. He has made significant contributions to some of the National-level Economic and Labour reforms in India in the capacity of Chairman or as a member. Mr. Sunil Kant Munjal is currently on the board of the following companies:

No. Name of Company 1 2 Hero Management Service Limited Hero Corporate Service Limited

Nature of Office Chairman & Managing Director Chairman

3 4 5 6 7 8 9

Shivam Autotech Limited Hero Life Insurance Company Limited Abhayuday Manufacturing & Automotive Ltd Arrow Infra Limited DCM Shriram Consolidated Limited Easy Bill Limited Hero Honda Motors Limited

Chairman Chairman Director Director Director Director Director Director Director Director Director Director Director

10 Hero Mindmine Institute Limited 11 Hero Realty & Infra Limited 12 Hero Steels Limited 13 Rockman Industries Limited 14 Satyam Auto Components Limited 15 Weave Engineering and Design Limited

MR. SUMAN KANT MUNJAL

Mr. Suman Kant Munjal was appointed as an Additional Director on the Board of Hero Honda Motors Limited on July 29, 2010. Mr. Munjal is the Managing Director of Rockman Industries Ltd., one of the leading suppliers of Aluminum Die Casting, Machined and Painted Assemblies to Hero Honda Motors Ltd. Mr. Munjal, a graduate in Commerce, possesses rich experience and expertise in business management and thus has been instrumental in elevating Rockman Industries Ltd. to its current status. Mr. Suman Kant Munjal is currently on the board of the following companies:

No. Name of Company 1 2 3 4 5 Hero Management Service Limited Hero Corporate Service Limited Shivam Autotech Limited Hero Life Insurance Company Limited Abhayuday Manufacturing & Automotive Ltd

Nature of Office Managing Director Director Director Director Director

MR. TAKASHI NAGAI

Mr. Takashi Nagai is President & CEO, Honda Siel Cars India Ltd. and Honda Motor India Private Ltd. He is also the head of Hondas overall operations in the entire South West Asia region. He has been associated with Honda Motor Co. for more than 27 years. He joined Honda in 1982 and began his career in Production Control at companys Hamamatsu Plant in Japan. Mr. Nagai has vast experience in the automobile industry, having worked with Honda ventures in different markets, across the globe including America and Europe. From February 2003 to January 2006, Mr. Nagai was stationed in Mexico as Director of Honda de Mexico, S.A. de C.V. In February 2006, he was appointed as General Manager, Overseas Operations Office No. 1 of Honda Motor Co. Ltd. looking after North America, South America and European market. In April 2007, Nagai became Executive Vice President, Asian Honda Motor Company Ltd. and a Director of Honda Motor Co. Ltd from June of the same year. Mr. Nagai is on the board of the following companies.: No. Name of Company 1 2 3 Hero Honda Motors Limited Honda Siel Cars India Limited Honda Siel Power Products Limited Nature of Office President & CEO Director Director

MR. TOSHIYUKI INUMA Mr. Toshiyuki Inuma was appointed as a Non-Executive Director of the Company consequent to the resignation of Mr. Yuji Shiga from the Board of the Company. Mr. Inuma, a Bachelor in Economy from the Hotutsubashi University, Japan, joined Honda Motor Co., Ltd., Japan (Honda) in the year 1982 and has thus held various positions at Honda. He was appointed as the General Manager, Motorcycle Sales Division of Honda in April, 2011. Mr. Inuma brings with him rich experience of around 30 years. He is on the Board of the following companies : No. Name of Company 1 Hero Honda Motors Limited MR. PAUL EDGERLEY Mr. Edgerley has been a Managing Director at Bain Capital since 1990, a private investment firm with over $65 billion in assets under their management, where he focuses on investment in the industrial and consumer product sectors. He is currently on the board of The Boston Celtics, Keystone Automotive, Steel Dynamics, Sensata Technologies, MEI Conlux, HD Supply and Hero Investments Pvt. Limited. Mr. Edgerley is also a member of the Dean Advisory Board at Harvard Business School, Kansas State University Foundation, The Shamrock Foundation, Nature of Office Non-Executive & Independent Director

serves on the US Board of The Right to Play and New Profit, Inc. He is a certified public accountant working and was awarded an MBA with distinction from Harvard Business School and a BS from Kansas State University. He brings with him enriched experience in the field of finance and administration. Mr. Edgerley is currently on the Board of the following company :

No. Name of Company 1 Hero Honda Motors Limited

Nature of Office Non-Executive Director

MR. PRADEEP DINODIA Mr. Pradeep Dinodia was appointed as an Additional Director on the Board of the Company on March 31, 2001. Mr. Dinodia is a fellow member of The Institute of Chartered Accountants of India and a senior partner in the Delhi-based Chartered Accountancy firm M/s. S.R. Dinodia & Company. He has considerable experience in corporate affairs and allied legal and taxation matters. Mr. Dinodia is on the Board of the following companies: No. 1 2 3 4 5 6 7 8 9 Name of Company DCM Shriram Consolidated Limited DFM Foods Limited Hero Corporate Services Limited Hero Honda Motors Limited Shriram Pistons & Rings Limited JK Lakshmi Cement Limited Micromatic Grinding Technologies Limited SPR International Auto Exports Limited Ultima Finvest Limited Nature of Office Director Director Director Director Director Director Director Director Director

GEN. (RETD.) V. P. Malik Gen. (Retd.) V. P. Malik was appointed as an Additional Director on the Board of the Company on May 4, 2001. Gen. Malik retired as Chief of the Indian Army in September, 2000. During his distinguished military career, he received number of awards including the Ati Vishista Seva Medal (AVSM) and the Param Vishishta Seva Medal (PVSM) - the highest National award for distinguished services.

Gen. Malik is on the Board of the following companies: No. Name of Company 1 2 3 4 BSES Rajdhani Power Limited BSES Yamuna Power Limited Hero Honda Motors Limited Reliance Infrastructure Limited Nature of Office Director Director Director Director

MR. ANALJIT SINGH Mr. Analjit Singh, the Chairman of Max India Group, was appointed as an Additional Director on the Board of the Company on September 28, 2004. Mr. Singh brings has rich and varied experience in businesses like Pharmaceuticals, telecom services, packaging, specialty plastic products and electronic components. Mr. Singh is currently on the board of the following companies:

No. Name of Company 1 2 3 4 5 6 7 8 9 Max India Limited Max New York Life Insurance Company Limited Max Healthcare Institute Limited Max Neeman Medical International Limited Max Bupa Health Insurance Company Limited Indus Towers Limited Malsi Holdings Limited Malsi Estates Limited Dabur India Limited

Nature of Office Chairman and Mg. Director Chairman Chairman Chairman Chairman Chairman Chairman Chairman Director Director Director Director Director Director

10 Hero Honda Motors Limited 11 IDBI Bank Limited 12 Malsi Hotels Limited 13 Tata Beverages Limited 14 Vodafone Essar Limited

DR. PRITAM SINGH Dr. Pritam Singh was appointed as an Additional Director on the Board of the Company on September 28, 2004 . He is author of seven academically reputed books and over 50 research

papers. Dr. Pritam Singh is one of the pioneers of Management Education in India who has devoted his life to the development of Management Education in India and abroad. Dr. Singh received the "Padam Shri" award in 2003 for his contributions in this field. He is also on the Board of the following companies and their committees:

No. Name of Company 1 2 3 4 5 Dish TV India Limited Hero Honda Motors Limited Dena Bank Limited Godrej Properties Limited Parsvnath Developers Limited

Nature of Office Director Director Director Director Director

MR. M. DAMODARAN Mr. M. Damodaran has been appointed as an Additional Director w.e.f. June 16, 2008 in the category of Non-Executive and Independent Director. Mr. Damodaran, aged 61 years was born on May 4, 1947 and belongs to the Indian Administrative Service, Manipur-Tripura Cadre. He had held various coveted positions in Government / Public Sector and Regulatory Bodies. In the past he held the position of Joint Secretary (Banking Division) in the Ministry of Finance, Chairman Unit Trust of India. He headed the IDBI bank before being appointed as the Chairman of the Securities and Exchange Board of India (SEBI), the country's financial market watchdog. He was also appointed as officer on special duty with the Reserve Bank of India dealing primarily with the restructuring of three identified weak public sector banks. Mr. Damodaran is currently on the board of the following companies: No. Name of Company 1 2 3 4 5 6 7 Hero Honda Motors Limited Tech Mahindra Limited Cochin Shipyard Limited Dedicated Freight Corridor Corporation of India Limited ING Vysya Bank Limited Satyam Computer Services Limited Sobha Developers Limited Nature of Office Director Director Director Director Director Director Director

MR. RAVI NATH

Mr. Ravi Nath has been appointed as an Additional Director w.e.f. October 14, 2009 in the category of Non-Executive and Independent Director. Mr. Nath, aged 64 years is an Advocate of Supreme Court of India. He is a Partner of one of the India's oldest legal firms Rajinder Narain & Co. He has done his B.Com (Honours), LLB, International and Competitive Laws from King's College, London, and PIL from Harvard. He did his apprentice from Sinclair Roche and Temperley, London. He brings with him rich and specialized experience in the field of Corporate and Commercial law, Asset Finance, Aviation and Cross Border issues of nearly 40 illustrious years. He has also been recognized several times by Euromoney and others as a leading lawyer in the field of Mergers & Acquisitions. He is listed in Who's Who and Legal 500. The Bar Association of India conferred its highest honour on him. He is also on the Board of the following companies: No. 1 2 3 4 Name of Company Voith Paper Fabrics India Ltd. Hero Honda Motors Limited Kanoria Chemicals & Industries Ltd. Somany Ceramics Ltd. Nature of Office Director Director Director Director

Dr. ANAND C.BURMAN Mr. Anand C. Burman has been appointed as an Additional Director w.e.f. January 13, 2010 in the category of Non-Executive and Independent Director. Dr. Burman is an eminent Industrialist with particular interests in the areas of Research and Development in the Pharmaceutical Sciences as well as Biotechnology and Technology issues. Dr. Burman has Doctorate in the area of Pharmaceutical Chemistry from the University of Kansas, USA. He is currently the Chairman of Dabur India Limited. He is also a member in the Council of Governors at Birkbeck College, University of London. He is also on the Board of the following companies: No. 1 2 3 4 5 6 7 8 9 Name of Company Dabur India Limited Fresenius Kabi Oncology Limited Althea Lifesciences Limited Aviva Life Insurance Co. India Limited Dabur Overseas Limited Dabur Pharmaceuticals Limited H&B Stores Limited Hero Honda Motors Limited Hindustan Motors Limited Nature of Office Chairman & Director Director Director Director Director Director Director Director Director

KEY MILESTONES OF HERO HONDA Year

Event

1983 Joint Collaboration Agreement with Honda Motor Co. Ltd. Japan signed Shareholders Agreement signed 1984 Hero Honda Motors Ltd. incorporated 1985 First motorcycle "CD 100" rolled out 1987 100,000th motorcycle produced 1989 New motorcycle model - "Sleek" introduced 1991 New motorcycle model - "CD 100 SS" introduced 500,000th motorcycle produced 1992 Raman Munjal Vidya Mandir inaugurated - A School in the memory of founder Managing Director, Mr. Raman Kant Munjal 1994 New motorcycle model - "Splendor" introduced 1,000,000th motorcycle produced 1997 New motorcycle model - "Street" introduced Hero Honda's 2nd manufacturing plant at Gurgaon inaugurated 1998 2,000,000th motorcycle produced 1999 New motorcycle model - "CBZ" introduced Environment Management System of Dharuhera Plant certified with ISO-14001 by DNV Holland Raman Munjal Memorial Hospital inaugurated - A Hospital in the memory of founder Managing Director, Mr. Raman Kant Munjal 2000 4,000,000th motorcycle produced Environment Management System of Gurgaon Plant certified ISO-14001 by DNV Holland Splendor declared 'World No. 1' - largest selling single two-wheeler model "Hero Honda Passport Programme" - CRM Programme launched 2001 New motorcycle model - "Passion" introduced One million production in one single year New motorcycle model - "Joy" introduced 5,000,000th motorcycle produced 2002 New motorcycle model - "Dawn" introduced

New motorcycle model - "Ambition" introduced Appointed Virender Sehwag, Mohammad Kaif, Yuvraj Singh, Harbhajan Singh and Zaheer Khan as Brand Ambassadors 2003 Becomes the first Indian Company to cross the cumulative 7 million sales mark Splendor has emerged as the World's largest selling model for the third calendar year in a row (2000, 2001, 2002) New motorcycle model - "CD Dawn" introduced New motorcycle model - "Splendor +" introduced New motorcycle model - "Passion Plus" introduced New motorcycle model - "Karizma" introduced 2004 New motorcycle model - "Ambition 135" introduced Hero Honda became the World No. 1 Company for the third consecutive year. Crossed sales of over 2 million units in a single year, a global record. Splendor - World's largest selling motorcycle crossed the 5 million mark New motorcycle model - "CBZ*" introduced Joint Technical Agreement renewed Total sales crossed a record of 10 million motorcycles 2005 Hero Honda is the World No. 1 for the 4th year in a row New motorcycle model - "Super Splendor" introduced New motorcycle model - "CD Deluxe" introduced New motorcycle model - "Glamour" introduced New motorcycle model - "Achiever" introduced First Scooter model from Hero Honda - "Pleasure" introduced 2006 Hero Honda is the World No. 1 for the 5th year in a row 15 million production milestone achieved 2007 Hero Honda is the World No. 1 for the 6th year in a row

New 'Splendor NXG' launched New 'CD Deluxe' launched New 'Passion Plus' launched New motorcycle model 'Hunk' launched 20 million production milestone achieved 2008 Hero Honda Haridwar Plant inauguration New 'Pleasure' launched Splendor NXG lauched with power start feature New motorcycle model 'Passion Pro' launched New 'CBZ Xtreme' launched 25 million production milestone achieved CD Deluxe lauched with power start feature New 'Glamour' launched New 'Glamour Fi' launched 2009 Hero Honda GoodLife Program launched Hunk' (Limited Edition) launched Splendor completed 11 million production landmark New motorcycle model 'Karizma - ZMR' launched Silver jubilee celebrations 2010 New model Splendor Pro launched Launch of new Super Splendor and New Hunk 2011 New licensing arrangement signed between Hero and Honda Launch of new refreshed versions of Glamour, Glamour FI, CBZ Xtreme, Karizma Crosses the landmark figure of 5 million cumulative sales in a single year