Notice of AGM to the members of Hero Fincorp Ltd. - 21st August, 2024

01 August 2024

Please be informed that the 33rd Annual General Meeting ("AGM") of HERO FINCORP LIMITED ("the Company") will take place on Wednesday, August 21, 2024, at 11:30 A.M. It will be conducted via Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM") to address the following agenda.

Ordinary Business:

• ​To receive, consider, and adopt: The Company's financial statements for the year ending March 31, 2024, have been audited. This includes both the standalone financial statements and the consolidated financial statements, along with the reports from the Board of Directors and Auditors.
  
• Declare a final dividend @100% i.e. Rs. 10/- per equity share of Rs. 10/- each for the financial year ended March 31, 2024.
  
• To appoint a Director in place of Mr. Abhimanyu Munjal (DIN: 02822641), who retires by rotation and is eligible and has offered himself for re-appointment.
  
• Appointment of M/s. Deloitte Haskins & Sells LLP (Firm Registration No: 117366W/W100018) and M/s. M M Nissim & Co LLP, Chartered Accountants (Firm Registration No: 107122W/W100672) as Joint Statutory Auditors and to fix their remuneration:
  

​In line with the RBI guidelines, M/s. Deloitte Haskins & Sells LLP and M/s. M M Nissim & Co LLP are appointed as the Joint Statutory Auditors of the Company. They will hold office from the conclusion of the 33rd Annual General Meeting until the conclusion of the 36th Annual General Meeting of the Company. Their role is to audit the Company's accounts for the financial years ending 31st March 2025, 31st March 2026, and 31st March 2027. The Board of Directors will decide their remuneration in consultation with the Joint Statutory Auditors.

Special Business:

• ​Appointment of Ms. Aparna Popat Ved (DIN: 08661466) as an Independent Director of the Company
  

​Ms. Aparna Popat Ved is appointed as an Independent Director of the Company. She was initially appointed as an Additional Director (Non-Executive and Independent Director) by the Board of Directors effective June 27, 2024. Ms. Ved has confirmed that she meets the independence criteria as per the Act. A member has provided a written notice under Section 160 of the Companies Act, 2013, signifying their intention to propose Ms. Aparna Popat Ved as an Independent Director candidate. This appointment is by the recommendation of the Nomination and Remuneration Committee and is for a term of 3 consecutive years from the original appointment date, i.e., June 27, 2024, until June 26, 2027.

• ​Appointment of Mr. Kaushik Dutta (DIN: 03328890) as an Independent Director of the Company
  

​Based on the relevant laws, Mr. Kaushik Dutta is appointed as an Independent Director of the Company for a term of 3 years, starting from June 27, 2024, until June 26, 2027. He was previously hired as an Additional Director by the Board of Directors on the same date. He has confirmed his independence and received a written notice from a member proposing him as a candidate for the position of Independent Director. This appointment is in line with the recommendation of the Nomination and Remuneration Committee.

• ​Re-designation of Mr. Pradeep Dinodia (DIN: 00027995) as a non-executive director.
  

​They have the shareholders' consent to redesignate Mr. Pradeep Dinodia (DIN: 00027995) from an 'Independent Director' to a 'Non-Executive Director' of the Company liable to retire by rotation, effective from June 27, 2024.