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Hyundai Motor India Ltd.

Directors Report

NSE: HYUNDAIEQ BSE: 544274ISIN: INE0V6F01027INDUSTRY: Auto - Cars & Jeeps

BSE   Rs 2367.25   Open: 2451.00   Today's Range 2361.25
2495.00
 
NSE
Rs 2366.60
-82.10 ( -3.47 %)
-81.75 ( -3.45 %) Prev Close: 2449.00 52 Week Range 1542.95
2624.30
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 192295.98 Cr. P/BV 14.22 Book Value (Rs.) 166.47
52 Week High/Low (Rs.) 2625/1542 FV/ML 10/1 P/E(X) 34.09
Bookclosure 05/08/2025 EPS (Rs.) 69.41 Div Yield (%) 0.89
Year End :2025-03 

This being the first report after the Initial Public Offer (“IPO”) and listing of the equity shares on BSE Limited (“BSE”) and
National Stock Exchange of India Limited (“NSE”) (BSE and NSE hereinafter collectively referred as “Stock Exchanges”), the
Board welcomes all the shareholders.

CORPORATE RESULTS

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations

6,76,538.10

6,85,386.09

6,91,928.88

6,98,290.57

Other Income

8,448.59

14,566.63

8,700.49

14,732.68

Total Income

6,84,986.69

6,99,952.72

7,00,629.37

7,13,023.25

Expenses

(a) Cost of materials consumed

4,93,978.87

5,12,979.91

4,93,978.87

5,12,979.91

(b) Purchase of stock-in -trade

7,497.41

4,334.27

7,497.41

4,334.27

(c) Changes in inventories of
finished goods, stock in trade
& WIP

(1,772.37)

(1,384.74)

(1,772.37)

(1,384.74)

(d) Employee benefits expenses

20,061.07

17,316.30

23,112.09

19,754.88

(e) Finance costs

1,271.45

1,579.67

1,272.00

1,580.79

(f) Depreciation & amortization

20,746.80

21,724.22

21,052.58

22,079.31

(g) Other expenses

69,702.68

62,988.68

79,989.80

71,820.52

(h) Cost of vehicles for own use

(409.77)

(540.43)

(414.5)

(540.43)

Total expenses

6,11,076.14

6,18,997.88

6,24,715.88

6,30,624.51

Profit Before Taxes

73,910.55

80,954.84

75,913.49

82,398.74

Less: tax expense

(a) Current tax

19,778.89

22,554.58

20,322.83

22,965.26

(b) Deferred tax (net)

(790.81)

(1,142.80)

(811.48)

(1,166.96)

Total Tax Expenses

18,988.08

21,411.78

19,511.35

21,798.30

Profit for the year

54,922.47

59,543.06

56,402.14

60,600.44

Other comprehensive income
(‘OCI') for the year

Items that will not be reclassified
to profit and loss

Re-measurements of net defined
benefit liability / (asset)

(138.19)

(153.15)

(125.69)

(178.57)

Income tax relating to the above

34.78

38.55

31.63

44.95

Total other comprehensive loss
for the year net of tax

(103.41)

(114.6)

(94.06)

(133.62)

Total comprehensive income for
the year

54,819.06

59,428.46

56,308.08

60,466.82

Earnings Per Share

Basic (Face Value of I 10 each)

67.59

73.28

69.41

74.58

Diluted (Face Value of I 10 each)

67.59

73.28

69.41

74.58

HMI’S PERFORMANCE

HMIL consistently maintains a double-digit
market share in the Indian automotive
industry, driven by a strong SUV lineup
including the Hyundai IONIQ 5, TUCSON,
ALCAZAR, CRETA, CRETA Electric, VENUE,
and EXTER. With an SUV penetration of
69% in overall sales—significantly above
the industry average, HMIL continues to
lead in shaping consumer preferences.

Our rural footprint is expanding steadily,
with more than 47% of dealer touchpoints
now located in high-potential rural areas,
contributing to a growing 20.9% rural
sales penetration. This expansion reflects
Hyundai's deepening engagement with
customers across the country.

Living the philosophy of ‘Make in India,
Made for the World', we have exported
over 3.7 Million passenger vehicles since
1999, making it India's largest cumulative
exporter. As we aim to become Hyundai's
largest export hub outside Korea, we
project export volume growth of 7-8% in
FY 2025-26, led by strong demand from
emerging markets.

To support future growth, we are
optimizing capacity at our Chennai plant
and preparing for commencement of
production of passenger vehicle at our
Pune Facility in the end of FY 2025-26.

During the year ended March 31, 2025,
the performance of HMIL on
consolidated
basis
is as under:

a. Revenue from operations decreased
to I 6,91,928.88 Million as against
I 6,98,290.57 Million in the
previous year.

b. Cost of goods sold as a percentage to revenue from
operations decreased to 82.23% as against 83.49 % in
the previous year.

c. Employee cost as a percentage to revenue from operations
increased to 3.34%
(I 23,112.09 Million) as against 2.83%
(I 19,754.88 Million) in the previous year.

d. Other expense as a percentage to revenue from operations
increased to 11.56% (I 79,989.80 Million) as against
10.29% (I 71,820.52 Million) in the previous year.

e. Profit before tax for the current year is I 75,913.49 Million
as against I 82,398.74 Million in the previous year.

f. Profit after tax for the current year is I 56,402.14 Million
as against I 60,600.44 Million in the previous year.

Production

During the FY 24-25 total 7.62 Lakh units were produced as

against 7.87 Lakh units in the previous year.

PRODUCTION DATA - LAST 5 YEARS
(Plant 1 and 2 represent separate assembly lines at the Chennai factory)

Our Chennai Manufacturing Plant has an annual production
capacity of
824,000 units. We are expanding our manufacturing
capabilities in India with the acquisition of the manufacturing
plant in Talegaon, Maharashtra (“Talegaon Manufacturing
Plant” or “Pune Plant”), which will commence commercial
operation of passenger vehicles in FY 2025-26.

The Pune Plant will initially add 170,000 units to our annual
production capacity, with plans to scale up to
250,000 units by
2028.
Combined with the Chennai plant, our Company's total
output capacity will
exceed 1 Million units annually.

Currently, we produce 14 passenger vehicle models and over
450 variants through a flexible manufacturing setup. Our robust
Production Planning and Scheduling system is key to effectively
managing these multi-model, multi-variant operations.

Sales

During the Financial Year Ended March 31, 2025, the Company
continued to stand strong as India's largest exporter of
passenger vehicles cumulatively. Exports of 1,63,386 units
in FY 24-25 against 1,63,155 Units in FY 23-24, fortifying its
position as an export hub.

The Company registered domestic sales of 5,98,666 units in
FY 24-25, again reaffirming the second position in the Domestic
Passenger Vehicle sales. SUVs contribute to 69% of HMIL
Domestic sales in FY 24-25.

Further, the Company surpassed the milestone of 2.5 Million
SUV sales and 1.5 Million CRETA sales cumulatively since
inception (domestic exports).

Domestic Sales

The domestic sales during the year were 5.98 Lakh units as
against 6.14 Lakh units in the previous year.

Export Sales

On the export front, the Company sales remained same from
1.63 Lakh units in FY 2024-25 to 1.63 Lakh units in FY 2023-24.

SALES DATA - LAST 5 YEARS

SHARE CAPITAL

During the year under review, the shares of the Company were
subdivided from I 1000/- (Rupees One Thousand Only) per
share to I 10/- (Rupees Ten Only) per share after obtaining
the approval of the Board of Directors and the shareholders
at their respective meetings held on May 17, 2024. The said
subdivision of shares does not impact the share capital of the
Company. The Authorized Share Capital of the Company post
subdivision of Equity Share Capital is
I 14,00,00,00,000 (Rupees
Fourteen Thousand Million) divided into 140,00,00,000 (One
Thousand Four Hundred Million Only) equity shares of face
value of I 10 (Rupees Ten Only) each. Issued, subscribed and
paid-up share capital of the Company is I 812,54,11,000/-
(Rupees Eight Billion One Hundred Twenty-Five Million Four
Hundred Eleven Thousand Only) divided into 81,25,41,100
(Eight Hundred Twelve Million Five Hundred Forty-One
Thousand One Hundred Only) equity shares of face value of
I 10 /-(Rupees Ten Only) each.

DIVIDEND

The Board of Directors have proposed a final dividend of I 21
per share (nominal value of I 10 per share) for the FY 2024-25.
The dividend is subject to the approval of shareholders at the
ensuing Annual General Meeting (AGM) and will be paid to those
Shareholders whose names appear in the Register of Members
as on the Record Date. The total expected cash outflow is I
17,063.36 Million including withholding tax.

The Company has formulated and adopted a Dividend
Distribution Policy in the board meeting held on June 12, 2024
to establish the parameters to be considered before declaring
or recommending dividend by the Board of Directors of the
Company and lay down a broad framework for decisions to
be made with regard to (i) Distribution of Dividend and (ii)
Retaining profits so as to maintain a consistent approach of
returning cash to shareholders and for further development of
business. The Dividend Distribution Policy is available on the
website of the Company at
Corporate Governance Policies |
Investor Relations | Hyundai India

SUBSIDIARY COMPANIES

The Company has two subsidiaries as on March 31, 2025:

S. No. Name of the Subsidiary

1. Hyundai Motor India Engineering Private Limited

2. Hyundai India Insurance and Broking Private Limited

As on March 31, 2025, the Company does not have any
Associate/Joint Venture as defined under the provisions of
the Act. Neither any new subsidiary has been added nor any
other Company has ceased to be a subsidiary to HMIL during
the period ended March 31, 2025.

The Consolidated Financial Statements are presented as part of
this Report in accordance with the Companies Act, 2013 and Ind
AS wherever applicable. The statement pursuant to the section
129(3) of the Companies Act, 2013, containing salient features
of the Financial Statements of the Company's Subsidiaries
(including their performance and financial position) in Form
AOC-1 is attached to the Financial Statements.

Further, contribution of subsidiary(ies) to the overall
performance of the Company is outlined in Note No. 43 of
the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, the financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited financial statements in respect
of subsidiaries, are available on the website of the Company at
https://www.hyundai.com/in/en/investor-relations/financial-
information/subsidiaries

The Company does not have any material subsidiary as on
March 31, 2025. Policy for determining the Material subsidiary
is available on the website of the
Company at Corporate
Governance Policies | Investor Relations | Hyundai India

The Company has, after the date of signing of financial
statements had acquired 26.13% stake in FPEL TN Wind
Farm Private Limited through Private Placement by investing
I 165.86 Million and was allotted 2,362,638 Equity shares on
June 6, 2025.

RELATED PARTY TRANSACTIONS

In line with the requirements under Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 (SEBI Listing Regulations), the
Company has formulated a Policy on Related Party Transactions
and the same can be accessed using the following link
Corporate
Governance Policies | Investor Relations | Hyundai India

This policy deals with the review and approval of related party
transactions. All related party transactions are placed before
the Audit Committee for review and approval. Prior omnibus
approval is obtained for related party transactions which are
of repetitive nature.

As per the SEBI Listing Regulations, if any Related Party
Transactions (‘RPT') exceeds I 10,000 Million or 10% of the
annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as material
and would require Members approval. In this regard, during the
year under review, the Company has taken necessary Members
approval for such transactions. In view of requirement of Section
134 read with section 188 of the Act material related party
transactions which are entered on arm's length are reported
in E-Form AOC - 2 which is attached as
Annexure - A. The
details of transactions with all Related Parties u/s 188 of the
Act, as well as under IND AS 24 are provided in Note 36.2 of
the Notes to the Consolidated Financial Statements and hence
not repeated here, for the purpose of brevity.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year
under review. However, for the purpose of IPO, the Company
has re-stated the financial statements of preceding three
financial years pursuant to the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (“SEBI ICDR Regulations”).

GROSS VALUE OF INVESTMENT IN PROPERTY,
PLANT & EQUIPMENT AND INTANGIBLES

Upon transition to Ind AS, the Company had elected to
continue with the carrying value of all of its property, plant
and equipment recognized as of April 1, 2015 (transition date)
measured as per the previous GAAP and use that carrying value
as its deemed cost as at the transition date.

Consequently, the gross book as at March 31 2025 presented
in the standalone financial statements (refer Note 4 of the
standalone financial statements) represents the deemed cost as
of April 1, 2015 (Written down value as of April 1, 2015) adjusted
for the additions & deletions till March 31, 2025. The summary
of impact of changes in the Gross investment is given below:

Particulars As at 31.03.2025 As at 31.03.2024
Original Gross Investment (Refer Annexure B for detailed breakup)
PPE 287,419.25 273,566.81
Intangibles 15,469.43 15,262.29
Total 302,888.68 288,829.10
Gross book value under Ind AS (Refer Note 4 & 6 accompanying the
Standalone Financial Statements for detailed break up)

PPE 223,027.35 209,174.90
Intangibles 13,575.98 13,368.84
Total 236,603.33 222,543.74

During the year, the Company has made Additional Investment
of
K 15,614.64 Million. Cumulative Gross Investment in Property,
Plant & Equipment and Intangibles is given in
Annexure B
to the Board's Report. CWIP as on March 31, 2025 stood at
K 47,036.01 Million.

FINANCE & CREDIT RATING

The Company continued to maintain the highest credit rating of
A1 for its short term borrowings and Long Term credit rating of
AAA from CRISIL. The rating emphasizes the financial strength
of the Company in terms of the highest safety with regard to
timely fulfillment of its financial obligations

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the
General Reserves out of the amount available for appropriation.

INTERNAL CONTROLS OVER FINANCIAL
REPORTING

The Company has an adequate Internal Financial Control System
over financial reporting and such controls were operating
effectively as at March 31, 2025, based on the internal control
criteria stated in the Guidance Note issued by the Institute of
Chartered Accountants of India.

DEPOSITS

During the year under review, the Company did not accept or
renew any deposits within the meaning of provisions of Chapter
V - Acceptance of Deposits by Companies of the Companies
Act, 2013 (“Act”) read with the Companies (Acceptance of
Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Pursuant to Section 186 of the Act, the Company has not
provided any loan / guarantee/ security in connection with such
loan to any person or any other body corporate, nor acquired
security of any other body corporate.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)

Board of Directors

As on the date of this Report, the Board of Directors comprises
of 8 Directors, comprising of 4 Executive Directors and 4 Non
Executive Independent Directors. Details of Directors and KMP
is mentioned in Corporate Governance section forming part
of Annual Report.

Chairman

The Board of Directors at their meeting held on June 12, 2024,
appointed Mr. Unsoo Kim (DIN: 09470874), Managing Director,
as the permanent chairperson to chair all the Board Meetings.

Appointment of Directors and KMP
Independent Directors

During the year under review,

♦ Mr. Ajay Tyagi was appointed as Additional Director in the
category of Independent Director for a period of three
years with effect from June 07, 2024 and his appointment
was also approved by the Shareholders at their Extra
Ordinary General Meeting held on the even date.

♦ Ms. Sree Kirat Patel was appointed as Additional Director in
the category of Independent Director for a period of three
years with effect from June 07, 2024 and her appointment
was also approved by the Shareholders at their Extra
Ordinary General Meeting held on the even date.

♦ Ms. Shalini Puchalapalli was appointed as Additional
Director in the category of Independent Director for a
period of four years with effect from June 07, 2024 and
her appointment was also approved by the Shareholders
at their Extra Ordinary General Meeting held on the
even date.

♦ Mr. John Martin Thompson was appointed as Additional
Director in the category of Independent Director for a
period of three years with effect from September 10,
2024 and his appointment was also approved by the
Shareholders at their Extra Ordinary General Meeting held
on the even date.

Executive Directors:

♦ Mr. Wangdo Hur, was appointed as Additional Director
and designated as Whole-time Director for a period of
three years with effect from September 10, 2024 and was
subsequently approved by the shareholders at the Extra
Ordinary General Meeting held on the even date.

♦ Mr. Unsoo Kim, was re-appointed as Managing Director of
the Company for a further period of 3 years effective from
25th January, 2025

♦ Mr. Tarun Garg, Whole-time Director of the Company
is liable to retire by rotation at the ensuing Annual
General Meeting.

♦ Mr. Gopalakrishnan CS was re-appointed as Whole-time
Director for a further period upto 31st August, 2026 by the
Board of Directors, subject to shareholders approval.

Changes in Key Managerial Personnel (KMP):

♦ Mr. Pradeep Chugh was appointed as Company Secretary
and Compliance Officer of the Company with effect from
December 20, 2024.

♦ Ms. Divya Venkat ceased to be the Company Secretary
and Compliance officer (KMP) effective from close
of business hours on December 19, 2024 due to
organizational restructuring.

Re-appointment of Directors:

♦ During the year under review, Mr. Unsoo Kim was re¬
appointed as Managing Director (Non-Independent,
Executive Director) of the Company for a period of
three years effective from January 25, 2025 on the
recommendation of Nomination & Remuneration
Committee (NRC) and Board of Directors of the
Company in their meeting held on December 19, 2024
and subsequently approved by the shareholders through
Postal Ballot on January 22, 2025.

♦ Mr. Gopalakrishnan CS was re-appointed as Whole-time
Director of the Company for a period starting from July
28, 2025 to August 31, 2026 on the recommendation of
NRC and Board of Directors at their meeting held on July
25, 2025, subject to approval of the shareholders and
the same is being placed before the shareholders at the
ensuing AGM for approval.

In the opinion of the Board, all the directors, as well as the
directors appointed / re-appointed during the year and
proposed to be appointed / re-appointed possess the requisite
qualifications, skills, experience and expertise and hold high
standards of integrity.

Resignation and retirement of Directors and KMPs:

♦ Mr. Jae Wan Ryu who was the Whole-time Director,
resigned from the Board effective from June 07, 2024 due
to internal restructuring of Board.

♦ Mr. Jong Hoon Lee who was the Whole-time Director,
resigned from the Board effective from June 07, 2024 due
to internal restructuring of Board.

♦ Mr. Kuen Han Yi who was the Non-Executive Director,
resigned from the Board effective from June 07, 2024 due
to internal restructuring of Board.

♦ Ms. Hyunju Kim who was the Non-Executive Director
(women), resigned from the Board effective from June 07,
2024 due to internal restructuring of Structure.

♦ Mr. Wangdo Hur who was the Whole-time Director & CFO
of the Company resigned from the position of Whole-time
Director effective from June 07, 2024 and was appointed
as Whole-time Director by the Board from September
10, 2024. He continued as Chief Financial Officer of the
Company during the year.

Retirement by rotation and subsequent re-appointment:

Mr. Tarun Garg being the longest serving Directors retire by
rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for re-appointment.

The Board, on the recommendation of the Nomination &
Remuneration Committee, recommended his re-appointment
at the ensuing Annual General Meeting.

The Independent Directors of the Company are not liable to
retire by rotation.

Key Managerial Personnel (KMP)

Mr. Unsoo Kim, Managing Director, Mr. Tarun Garg, Whole¬
time Director, Mr. Gopalakrishnan CS, Whole-time Director,
Mr. Wangdo Hur, Whole-time Director and CFO and Mr. Pradeep
Chugh Company Secretary and Compliance Officer, are the
Key Managerial Personnel (“KMP”) of the Company, as on
date of sending this report, in accordance with the provision
of Sections 2(51) and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

The changes to the KMPs during the year under review and up
to the period of this report are also mentioned in Corporate
Governance Report section.

BOARD & COMMITTEES

During the year under review and pursuant to the SEBI Listing
Regulations, the Board had re-constituted CSR Committee and
constituted certain new Committees and amended / adopted
the terms of reference of the said Committees.

As on the date of this report the Board has the following
Statutory Committees:

i. Audit Committee (AC)

ii. Nomination and Remuneration Committee (NRC)

iii. Stakeholders' Relationship Committee (SRC)

iv. Risk Management Committee (RMC)

v. Corporate Social Responsibility Committee (CSR)

During the year under review, the Company had Voluntary
constituted IPO Committee for the purposes of approving and
undertaking various activities in relation to the Offer and listing
of Equity Shares on the Stock Exchanges. The structure of the
Board Committees and their terms of reference are mentioned
in the Corporate Governance Report which forms part of this
Annual Report.

Audit Committee

The Audit Committee comprises of Ms. Shalini Puchalapalli
as Chairperson, Ms. Sree Kirat Patel and Mr. Wangdo Hur
as members.

All the recommendations made by the Audit Committee were
accepted by the Board during the year. Further details on the

above committees and other committees of the Board are
given in the Corporate Governance Report.

Board Independence

Pursuant to Section 149(7) of the Act, the Company has
received declarations from all Independent Directors
confirming that they meet the criteria of independence as
specified in Section 149(6) of the Act, as amended, read with
Rules framed thereunder and Regulation 16(1) (b) of the SEBI
Listing Regulations. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an objective
independent judgement without any external influence and that
they are independent of the Management. The Independent
Directors have also confirmed that they have complied with
the Company's Code of Conduct and that they are registered
on the databank of Independent Directors maintained by the
Indian Institute of Corporate Affairs. The Directors have further
confirmed that they are not debarred from holding the office
of director under any SEBI order or any other such authority.

The Board of Directors of the Company have taken on record
the aforesaid declarations and confirmations submitted by the
Independent Directors.

Familiarization program

The details of the familiarization programs for the Independent
Directors are available on the website of the Company at the
Regulation 46 SEBI LODR | Hyundai India

Board Meetings

The Board met 12 (Twelve) times during the financial year,
the details of meetings of Board and Committees and the
attendance thereto and composition of Committees are
provided in the Corporate Governance Report, which forms
part of this Annual Report.

The intervening gap between any two meetings was within
the time limits prescribed by the Companies Act, 2013 read
with the relevant Rules and amendments as applicable from
time to time.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013,
the Board has carried out an annual evaluation of its own
performance and that of its Committee as well as performance
of the Directors individually for the Financial Year 2024-25.
Inputs were sought on various aspects of Board/Committee
Governance for evaluation.

The aspects covered in the evaluation included the
contribution to and monitoring of corporate governance
practices, participation in the long-term strategic planning
and the fulfillment of Directors’ obligations and fiduciary

responsibilities, including but not limited to, active participation
at the Board and Committee Meetings.

As per Companies Act, 2013 and SEBI Listing Regulations, the
company has in place a policy on evaluation of the Performance
of Board of Directors. The Board of Directors has carried out
an annual evaluation of its own performance, its committees,
individual Directors (including Independent Directors),
Chairperson and Board as a whole.

The Company also has in place a Nomination and Remuneration
policy to consider matters relating to the remuneration,
appointment and removal of the Directors, Key Managerial
Personnel and Senior Management and the same is available
on the website of the Company at the
Corporate Governance
Policies | Investor Relations | Hyundai India.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained, in terms of Section
134(3)(c) of the Act, your Directors state that:

♦ in the preparation of the accounts for the financial year
ended March 31, 2025, the applicable accounting standards
had been followed along with proper explanation relating
to material departures if any;

♦ the Directors had selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year 2024-2025 and of the profit of
the Company for the year under review;

♦ the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

♦ the Directors had prepared the accounts for the financial
year ended March 31, 2025 on a ‘going concern’ basis;

♦ the Directors had laid down adequate internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

♦ the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including amendments thereto) is
annexed to the Report as
Annexure-C.

The Annual Report is being sent to the Shareholders of the
Company excluding information required under Section 197
(12) read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any
Shareholder interested in obtaining a copy of such statement
may write to the Company Secretary and compliance officer
at
complianceoffcier@hmil.net. With reference to Section
197(14), none of the Managerial Personnel of the Company,
i.e., either Managing Director or Whole-time Director, draw any
Commission from the Company. None of the employees listed
in the said Annexure are related to any Director of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities containing details of CSR
policy and other prescribed details including the composition of
the Committee are given in
Annexure - D and in the Corporate
Governance Report, which forms part of this Annual Report.

The CSR Committee comprises of Mr. John Martin Thompson
as Chairman and Ms. Shalini Puchalapalli, Mr. Ajay Tyagi, and
Mr Gopalakrishnan CS as Members.

ANNUAL RETURN

The Draft Annual Return of the Company for the year 2024¬
2025 is available on the website of the company at the web-link
Investor Reports - Financial Information | Hyundai India

CORPORATE GOVERNANCE REPORT

Our Company believes in following best in class Corporate
Governance practices. Our commitment to follow Corporate
Governance practices is reflected in our Corporate Governance
philosophy and Code of Conduct.

Pursuant to Regulation 34 of the SEBI Listing Regulations,
Report on Corporate Governance along with the certificate
from a Practicing Company Secretary certifying compliance
with conditions of Corporate Governance is part of this
Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (‘BRSR')
on initiatives taken from environmental, social and governance
perspective for the FY 2024-25, is available as a separate section
of the Annual Report and is also available on the Company's
website
Investor Reports - Financial Information | Hyundai India.

It may be noted that for the FY 2024-25, the said Reporting is
not applicable. However, the Company has adopted a voluntary
reporting for the said reporting year.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the
FY 2024-25, as required in terms of the SEBI Listing Regulations,
is part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

As required under Section 118 (10) of the Companies Act, 2013,
the Company has complied with the Secretarial Standards
issued by The Institute of Company Secretaries of India.

MATERIAL CHANGES & COMMITMENTS
AFFECTING THE FINANCIAL POSITION

The equity shares of the Company were listed on the Stock
Exchanges - National Stock Exchange of India Limited and
BSE Limited on October 22, 2024, through a successful Initial
Public Offer of 142,194,700 Equity Shares of face value of
I 10 each aggregating to I 278,556.83 Million comprising
entirely of an offer for sale (OFS / the Offer) by Hyundai Motor
Company (“Promoter Selling Shareholder”). The Company had
completed its IPO successfully with participation of several
leading domestic and global institutional investors as well
as NRIs, HNIs and retail investors. The Board is gratified and
humbled by the faith shown in the Company by its shareholders.

The Board also places on record its gratitude for the support
provided by various Authorities, Book Running Lead Managers,
Stock Exchanges, Investors, Registrar and Transfer Agent,
Depositories, Counsels, Consultants, Auditors, other
intermediaries and employees of the Company for making
the IPO of the Company a grand success.

In addition to the above, there were no material changes and
commitments affecting the financial positions of the Company
which have occurred between the end of the financial year of
the Company and the date of this Report.

Utilization of proceeds of Initial Public Offer (IPO)

The Company had undertaken an Initial Public Offering (IPO)
during the year under review, which comprised solely an Offer
for Sale by the existing shareholder - Hyundai Motor Company.
As there was no fresh issue of shares by the Company, it
did not receive any proceeds from the IPO. Accordingly,
the disclosure requirements pertaining to the utilization or
variation/deviation in the utilization of IPO proceeds are not
applicable to the Company.

AUDITORS

Internal Auditors

During the year under review, Mr. Raja R. ceased to be the
Internal Auditor of the Company due to internal job rotation
with effect from close of business hours on March 31, 2025.

Mr. Madhan Raj T N was appointed as the Internal Auditor of
the company with effect from April 01, 2025.

The reports submitted by the Internal Auditor have been
reviewed by the Audit Committee from time to time.

Statutory Auditors

M/s B S R & Co., LLP, Chartered Accountants (ICAI Firm No.
101248W/W-100022), Chennai, were re-appointed as Statutory
Auditors of the Company for a period of five years from the
conclusion of the 26th Annual General Meeting until the
conclusion of the 31st Annual General Meeting to be held in
2027 by the shareholders at the Annual General Meeting held
on 8th August 2022.

The Auditor's report on the Standalone and Consolidated
financial statements for the year ended March 31, 2025 to
the Board on even date, does not contain any qualification,
or adverse remark.

Secretarial Auditors

M/s. BP & Associates, Practicing Company Secretaries were
appointed to conduct the Secretarial Audit of the Company for
the FY 2024-25, as required under Section 204 of the Companies
Act, 2013 and rules made thereunder. The Secretarial Audit
Report for FY 2024-25 forms part of the Annual Report as
Annexure E to the Board's Report. The Company had complied
with the provisions of the Acts and Rules made there under
that are applicable to the Company.

The said Secretarial Audit Report does not contain any
qualification, reservations, adverse remarks or disclaimer.

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amended Regulation 24A of
the SEBI Listing Regulations, the Board has based on the
recommendation of Audit Committee approved appointment of
M/s. BP & Associates, Practicing Company Secretaries, Chennai,
a peer reviewed firm of Company Secretaries in Practice as
Secretarial Auditors of the Company for a period of five years,
i.e., from April 1, 2025 to March 31, 2030, subject to approval
of the Shareholders of the Company at the ensuing AGM.

Cost Auditors

Pursuant to the provisions of Section 148(3) of the Companies
Act, 2013, the Board of Directors had appointed M/s. Geeyes
& Co., (Firm Registration No: 00044), as Cost Auditors of the
Company, for conducting the audit of cost records for the
financial year ended March 31, 2025. The Company maintains
the cost records as per the provisions of Section 148(1) of
the Act.

The remuneration of the Cost Auditors for the FY 24-25 has
been approved by the Board of Directors in their meeting held
on June 07, 2024 and subsequently ratified by the Shareholders
at the Extra Ordinary General Meeting held on June 07, 2024

The Cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Act as required by the
Company are maintained by the Company.

Further, the Board on the recommendation of the Audit
Committee, has re-appointed M/s Geeyes & Co., (Firm
Registration No: 00044), Cost Accountants, as the Cost Auditor
of the Company, to carry out the Cost Audit of FY 2025-26.
The remuneration of Cost Auditors for the FY 2025-26 has been
approved by the Board of Directors on the recommendation
of Audit Committee and in terms of the Companies Act, 2013
and Rules thereunder requisite resolution for ratification of
remuneration of the Cost Auditors by the members has been
set out in the Notice of the 29th AGM of the Company.

Reporting Frauds by Auditors

During the year under review, Auditors have not reported any
instances of frauds committed in the Company by its Officers
or Employees in terms of Section 143(12) of the Companies
Act, 2013.

DISCLOSURE UNDER FOREIGN EXCHANGE
MANAGEMENT ACT, 1999

The Company is in compliance with applicable Rules and
Regulations under Foreign Exchange Management Act, 1999.

The Company has also reported the Downstream Investment
with the Reserve Bank of India, for its recent investment in FPEL
TN Wind Farm Private Limited, post the Balance Sheet date.

INTERNAL FINANCIAL CONTROL

The Company has laid down adequate internal financial controls
commensurate with the scale, size and nature of the business
of the Company. The Company has adopted the policies and
procedures for ensuring orderly and efficient conduct of its
business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial disclosures.
Effectiveness of internal financial controls is ensured through
management reviews and controlled self-assessment.

RISK MANAGEMENT POLICY

Pursuant to Regulation 21 of SEBI Listing Regulations, the
Company has a Risk Management Committee, the details
of which are given in the Corporate Governance Report. The
Company has updated the Risk Management Policy and
adopted the same in the board meeting held on June 12, 2024 to
ensure that all the current and future material risk exposures of
the Company are identified, assessed, quantified, appropriately
mitigated, minimized and managed i.e. to ensure adequate
systems for risk management and to establish a framework for
identification of internal and external risks specifically faced
by the Company, in particular including financial, operational,
sectoral, sustainability, information, cyber security risks, or
any other risk as may be determined by the Risk Management
Committee for the company's risk management process and
to ensure its implementation.

For more details, please refer to the Management Discussion
and Analysis section of the Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

As per Companies Act, 2013 and SEBI Listing Regulations, the
Company has revised and amended its Vigil Mechanism/ Whistle
Blower Policy on June 12, 2024 and the same is hosted on the
website of the Company which can be accessed at
Corporate
Governance Policies | Investor Relations | Hyundai India

A mechanism has been established for stakeholders to report
concerns about unethical behavior, actual or suspected fraud
or violation of Code of Conduct and Ethics. It also provides for
adequate safeguards against the victimization of stakeholders
who avail of the mechanism and allows direct access to
Chairperson of the audit committee in exceptional cases.

The Company hereby affirms that no Director/ employee has
been denied access to the Managing Director, during the
Financial Year 2024-25. For more details refer to the Corporate
Governance report of the Company.

Brief details about the policy are provided in Business
Responsibility and Sustainability Report section of the
Annual Report.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has a policy of zero tolerance in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Brief details
about the policy and the constitution of Internal Complaints
Committee (ICC) are provided in Business Responsibility and
Sustainability Report section of the Annual Report.

The details of number of complaints, received during
FY 2024-25, pending and resolved are provided in the Corporate
Governance Report.

RESEARCH&DEVELOPMENT,CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE

The Company continues to focus on Research and Development
activities with specific reference to emission conformance, fuel
efficiency, vehicular performance and enhancement of safety,
aesthetics & ride comfort and green initiatives. Expenditure
incurred by way of capital and revenue on these activities is
shown separately in Annexure F to this report.

The particulars prescribed under Section 134 of the Companies
Act, 2013 read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014, relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo are also
furnished in
Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS
PASSED

There are no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status of the Company and its operations in the future. However,
Members attention is drawn to the Statement on Contingent
Liabilities and Commitments mentioned in the Notes forming
part of the Financial Statements. Attention of the members is
further drawn to the Orders received by the Company from
Competition Commission of India (CCI), which is still pending.
The details of the same has been explained in the notes forming
part of the Financial Statements and is not detailed here again
for the sake of brevity.

OTHER DISCLOSURES

♦ There are no proceedings pending under the Insolvency
and Bankruptcy Code, 2016.

♦ There was no instance of one-time settlement with any
Bank or Financial Institution.

♦ There are no unclaimed/unpaid dividends during the year.
Therefore, the Company was not required to transfer any
amount to Investor Education and Protection Fund.

♦ There has been no change in the nature of business of
the Company.

♦ The Company has complied with all relevant provisions
under Maternity Benefit Act, 1961.

ACKNOWLEDGEMENT

Your Directors take this opportunity to acknowledge the
continuous support of its holding company Hyundai Motor
Company, South Korea, Investors, QIBs' and the retail
shareholders of the Company.

Your Directors would like to express their appreciation for the
assistance and co-operation received from the Government
authorities, Financial Institutions, Banks, Customers, Dealers,
Vendors, Employees Union and all other business associates.

The Directors also wish to place on record their deep sense of
appreciation for the committed services by all the employees
of the Company.

For and on behalf of the Board of Directors

Unsoo Kim Tarun Garg

Managing Director Whole-time Director

DIN:09470874 DIN:00045669

Place: Gurugram
Date: July 30, 2025

 
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