This being the first report after the Initial Public Offer (“IPO”) and listing of the equity shares on BSE Limited (“BSE”) andNational Stock Exchange of India Limited (“NSE”) (BSE and NSE hereinafter collectively referred as “Stock Exchanges”), theBoard welcomes all the shareholders.
CORPORATE RESULTS
Particulars
Standalone
Consolidated
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
(b) Purchase of stock-in -trade
7,497.41
4,334.27
(c) Changes in inventories offinished goods, stock in trade& WIP
(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)
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 reclassifiedto profit and loss
Re-measurements of net definedbenefit 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 lossfor the year net of tax
(103.41)
(114.6)
(94.06)
(133.62)
Total comprehensive income forthe 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)
HMI’S PERFORMANCE
HMIL consistently maintains a double-digitmarket share in the Indian automotiveindustry, driven by a strong SUV lineupincluding the Hyundai IONIQ 5, TUCSON,ALCAZAR, CRETA, CRETA Electric, VENUE,and EXTER. With an SUV penetration of69% in overall sales—significantly abovethe industry average, HMIL continues tolead in shaping consumer preferences.
Our rural footprint is expanding steadily,with more than 47% of dealer touchpointsnow located in high-potential rural areas,contributing to a growing 20.9% ruralsales penetration. This expansion reflectsHyundai's deepening engagement withcustomers across the country.
Living the philosophy of ‘Make in India,Made for the World', we have exportedover 3.7 Million passenger vehicles since1999, making it India's largest cumulativeexporter. As we aim to become Hyundai'slargest export hub outside Korea, weproject export volume growth of 7-8% inFY 2025-26, led by strong demand fromemerging markets.
To support future growth, we areoptimizing capacity at our Chennai plantand preparing for commencement ofproduction of passenger vehicle at ourPune Facility in the end of FY 2025-26.
During the year ended March 31, 2025,the performance of HMIL on consolidatedbasis is as under:
a. Revenue from operations decreasedto I 6,91,928.88 Million as againstI 6,98,290.57 Million in theprevious year.
b. Cost of goods sold as a percentage to revenue fromoperations decreased to 82.23% as against 83.49 % inthe previous year.
c. Employee cost as a percentage to revenue from operationsincreased 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 operationsincreased to 11.56% (I 79,989.80 Million) as against10.29% (I 71,820.52 Million) in the previous year.
e. Profit before tax for the current year is I 75,913.49 Millionas against I 82,398.74 Million in the previous year.
f. Profit after tax for the current year is I 56,402.14 Millionas against I 60,600.44 Million in the previous year.
During the FY 24-25 total 7.62 Lakh units were produced as
against 7.87 Lakh units in the previous year.
Our Chennai Manufacturing Plant has an annual productioncapacity of 824,000 units. We are expanding our manufacturingcapabilities in India with the acquisition of the manufacturingplant in Talegaon, Maharashtra (“Talegaon ManufacturingPlant” or “Pune Plant”), which will commence commercialoperation of passenger vehicles in FY 2025-26.
The Pune Plant will initially add 170,000 units to our annualproduction capacity, with plans to scale up to 250,000 units by2028. Combined with the Chennai plant, our Company's totaloutput capacity will exceed 1 Million units annually.
Currently, we produce 14 passenger vehicle models and over450 variants through a flexible manufacturing setup. Our robustProduction Planning and Scheduling system is key to effectivelymanaging these multi-model, multi-variant operations.
During the Financial Year Ended March 31, 2025, the Companycontinued to stand strong as India's largest exporter ofpassenger vehicles cumulatively. Exports of 1,63,386 unitsin FY 24-25 against 1,63,155 Units in FY 23-24, fortifying itsposition as an export hub.
The Company registered domestic sales of 5,98,666 units inFY 24-25, again reaffirming the second position in the DomesticPassenger Vehicle sales. SUVs contribute to 69% of HMILDomestic sales in FY 24-25.
Further, the Company surpassed the milestone of 2.5 MillionSUV sales and 1.5 Million CRETA sales cumulatively sinceinception (domestic exports).
Domestic Sales
The domestic sales during the year were 5.98 Lakh units asagainst 6.14 Lakh units in the previous year.
On the export front, the Company sales remained same from1.63 Lakh units in FY 2024-25 to 1.63 Lakh units in FY 2023-24.
During the year under review, the shares of the Company weresubdivided from I 1000/- (Rupees One Thousand Only) pershare to I 10/- (Rupees Ten Only) per share after obtainingthe approval of the Board of Directors and the shareholdersat their respective meetings held on May 17, 2024. The saidsubdivision of shares does not impact the share capital of theCompany. The Authorized Share Capital of the Company postsubdivision of Equity Share Capital is I 14,00,00,00,000 (RupeesFourteen Thousand Million) divided into 140,00,00,000 (OneThousand Four Hundred Million Only) equity shares of facevalue of I 10 (Rupees Ten Only) each. Issued, subscribed andpaid-up share capital of the Company is I 812,54,11,000/-(Rupees Eight Billion One Hundred Twenty-Five Million FourHundred Eleven Thousand Only) divided into 81,25,41,100(Eight Hundred Twelve Million Five Hundred Forty-OneThousand One Hundred Only) equity shares of face value ofI 10 /-(Rupees Ten Only) each.
The Board of Directors have proposed a final dividend of I 21per share (nominal value of I 10 per share) for the FY 2024-25.The dividend is subject to the approval of shareholders at theensuing Annual General Meeting (AGM) and will be paid to thoseShareholders whose names appear in the Register of Membersas on the Record Date. The total expected cash outflow is I17,063.36 Million including withholding tax.
The Company has formulated and adopted a DividendDistribution Policy in the board meeting held on June 12, 2024to establish the parameters to be considered before declaringor recommending dividend by the Board of Directors of theCompany and lay down a broad framework for decisions tobe made with regard to (i) Distribution of Dividend and (ii)Retaining profits so as to maintain a consistent approach ofreturning cash to shareholders and for further development ofbusiness. The Dividend Distribution Policy is available on thewebsite of the Company at Corporate Governance Policies |Investor Relations | Hyundai India
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 anyAssociate/Joint Venture as defined under the provisions ofthe Act. Neither any new subsidiary has been added nor anyother Company has ceased to be a subsidiary to HMIL duringthe period ended March 31, 2025.
The Consolidated Financial Statements are presented as part ofthis Report in accordance with the Companies Act, 2013 and IndAS wherever applicable. The statement pursuant to the section129(3) of the Companies Act, 2013, containing salient featuresof the Financial Statements of the Company's Subsidiaries(including their performance and financial position) in FormAOC-1 is attached to the Financial Statements.
Further, contribution of subsidiary(ies) to the overallperformance of the Company is outlined in Note No. 43 ofthe Consolidated Financial Statements.
Further, pursuant to the provisions of Section 136 of theCompanies Act, 2013, the financial statements of the Company,consolidated financial statements along with relevantdocuments and separate audited financial statements in respectof subsidiaries, are available on the website of the Company athttps://www.hyundai.com/in/en/investor-relations/financial-information/subsidiaries
The Company does not have any material subsidiary as onMarch 31, 2025. Policy for determining the Material subsidiaryis available on the website of the Company at CorporateGovernance Policies | Investor Relations | Hyundai India
The Company has, after the date of signing of financialstatements had acquired 26.13% stake in FPEL TN WindFarm Private Limited through Private Placement by investingI 165.86 Million and was allotted 2,362,638 Equity shares onJune 6, 2025.
In line with the requirements under Companies Act, 2013 andSEBI (LODR) Regulations, 2015 (SEBI Listing Regulations), theCompany has formulated a Policy on Related Party Transactionsand the same can be accessed using the following link CorporateGovernance Policies | Investor Relations | Hyundai India
This policy deals with the review and approval of related partytransactions. All related party transactions are placed beforethe Audit Committee for review and approval. Prior omnibusapproval is obtained for related party transactions which areof repetitive nature.
As per the SEBI Listing Regulations, if any Related PartyTransactions (‘RPT') exceeds I 10,000 Million or 10% of theannual consolidated turnover as per the last audited financialstatement whichever is lower, would be considered as materialand would require Members approval. In this regard, during theyear under review, the Company has taken necessary Membersapproval for such transactions. In view of requirement of Section134 read with section 188 of the Act material related partytransactions which are entered on arm's length are reportedin E-Form AOC - 2 which is attached as Annexure - A. Thedetails of transactions with all Related Parties u/s 188 of theAct, as well as under IND AS 24 are provided in Note 36.2 ofthe Notes to the Consolidated Financial Statements and hencenot repeated here, for the purpose of brevity.
There was no revision of the financial statements for the yearunder review. However, for the purpose of IPO, the Companyhas re-stated the financial statements of preceding threefinancial years pursuant to the provisions of Securities andExchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2018 (“SEBI ICDR Regulations”).
Upon transition to Ind AS, the Company had elected tocontinue with the carrying value of all of its property, plantand equipment recognized as of April 1, 2015 (transition date)measured as per the previous GAAP and use that carrying valueas its deemed cost as at the transition date.
Consequently, the gross book as at March 31 2025 presentedin the standalone financial statements (refer Note 4 of thestandalone financial statements) represents the deemed cost asof April 1, 2015 (Written down value as of April 1, 2015) adjustedfor the additions & deletions till March 31, 2025. The summaryof impact of changes in the Gross investment is given below:
Particulars As at 31.03.2025 As at 31.03.2024Original Gross Investment (Refer Annexure B for detailed breakup)PPE 287,419.25 273,566.81Intangibles 15,469.43 15,262.29Total 302,888.68 288,829.10Gross book value under Ind AS (Refer Note 4 & 6 accompanying theStandalone Financial Statements for detailed break up)
PPE 223,027.35 209,174.90Intangibles 13,575.98 13,368.84Total 236,603.33 222,543.74
During the year, the Company has made Additional Investmentof K 15,614.64 Million. Cumulative Gross Investment in Property,Plant & Equipment and Intangibles is given in Annexure Bto the Board's Report. CWIP as on March 31, 2025 stood atK 47,036.01 Million.
The Company continued to maintain the highest credit rating ofA1 for its short term borrowings and Long Term credit rating ofAAA from CRISIL. The rating emphasizes the financial strengthof the Company in terms of the highest safety with regard totimely fulfillment of its financial obligations
The Company does not propose to transfer any amount to theGeneral Reserves out of the amount available for appropriation.
The Company has an adequate Internal Financial Control Systemover financial reporting and such controls were operatingeffectively as at March 31, 2025, based on the internal controlcriteria stated in the Guidance Note issued by the Institute ofChartered Accountants of India.
During the year under review, the Company did not accept orrenew any deposits within the meaning of provisions of ChapterV - Acceptance of Deposits by Companies of the CompaniesAct, 2013 (“Act”) read with the Companies (Acceptance ofDeposits) Rules, 2014.
Pursuant to Section 186 of the Act, the Company has notprovided any loan / guarantee/ security in connection with suchloan to any person or any other body corporate, nor acquiredsecurity of any other body corporate.
As on the date of this Report, the Board of Directors comprisesof 8 Directors, comprising of 4 Executive Directors and 4 NonExecutive Independent Directors. Details of Directors and KMPis mentioned in Corporate Governance section forming partof Annual Report.
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.
During the year under review,
♦ Mr. Ajay Tyagi was appointed as Additional Director in thecategory of Independent Director for a period of threeyears with effect from June 07, 2024 and his appointmentwas also approved by the Shareholders at their ExtraOrdinary General Meeting held on the even date.
♦ Ms. Sree Kirat Patel was appointed as Additional Director inthe category of Independent Director for a period of threeyears with effect from June 07, 2024 and her appointmentwas also approved by the Shareholders at their ExtraOrdinary General Meeting held on the even date.
♦ Ms. Shalini Puchalapalli was appointed as AdditionalDirector in the category of Independent Director for aperiod of four years with effect from June 07, 2024 andher appointment was also approved by the Shareholdersat their Extra Ordinary General Meeting held on theeven date.
♦ Mr. John Martin Thompson was appointed as AdditionalDirector in the category of Independent Director for aperiod of three years with effect from September 10,2024 and his appointment was also approved by theShareholders at their Extra Ordinary General Meeting heldon the even date.
♦ Mr. Wangdo Hur, was appointed as Additional Directorand designated as Whole-time Director for a period ofthree years with effect from September 10, 2024 and wassubsequently approved by the shareholders at the ExtraOrdinary General Meeting held on the even date.
♦ Mr. Unsoo Kim, was re-appointed as Managing Director ofthe Company for a further period of 3 years effective from25th January, 2025
♦ Mr. Tarun Garg, Whole-time Director of the Companyis liable to retire by rotation at the ensuing AnnualGeneral Meeting.
♦ Mr. Gopalakrishnan CS was re-appointed as Whole-timeDirector for a further period upto 31st August, 2026 by theBoard of Directors, subject to shareholders approval.
♦ Mr. Pradeep Chugh was appointed as Company Secretaryand Compliance Officer of the Company with effect fromDecember 20, 2024.
♦ Ms. Divya Venkat ceased to be the Company Secretaryand Compliance officer (KMP) effective from closeof business hours on December 19, 2024 due toorganizational restructuring.
♦ During the year under review, Mr. Unsoo Kim was re¬appointed as Managing Director (Non-Independent,Executive Director) of the Company for a period ofthree years effective from January 25, 2025 on therecommendation of Nomination & RemunerationCommittee (NRC) and Board of Directors of theCompany in their meeting held on December 19, 2024and subsequently approved by the shareholders throughPostal Ballot on January 22, 2025.
♦ Mr. Gopalakrishnan CS was re-appointed as Whole-timeDirector of the Company for a period starting from July28, 2025 to August 31, 2026 on the recommendation ofNRC and Board of Directors at their meeting held on July25, 2025, subject to approval of the shareholders andthe same is being placed before the shareholders at theensuing AGM for approval.
In the opinion of the Board, all the directors, as well as thedirectors appointed / re-appointed during the year andproposed to be appointed / re-appointed possess the requisitequalifications, skills, experience and expertise and hold highstandards of integrity.
♦ Mr. Jae Wan Ryu who was the Whole-time Director,resigned from the Board effective from June 07, 2024 dueto internal restructuring of Board.
♦ Mr. Jong Hoon Lee who was the Whole-time Director,resigned from the Board effective from June 07, 2024 dueto internal restructuring of Board.
♦ Mr. Kuen Han Yi who was the Non-Executive Director,resigned from the Board effective from June 07, 2024 dueto 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 & CFOof the Company resigned from the position of Whole-timeDirector effective from June 07, 2024 and was appointedas Whole-time Director by the Board from September10, 2024. He continued as Chief Financial Officer of theCompany during the year.
Mr. Tarun Garg being the longest serving Directors retire byrotation at the forthcoming Annual General Meeting and beingeligible, offer himself for re-appointment.
The Board, on the recommendation of the Nomination &Remuneration Committee, recommended his re-appointmentat the ensuing Annual General Meeting.
The Independent Directors of the Company are not liable toretire by rotation.
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. PradeepChugh Company Secretary and Compliance Officer, are theKey Managerial Personnel (“KMP”) of the Company, as ondate of sending this report, in accordance with the provisionof 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 upto the period of this report are also mentioned in CorporateGovernance Report section.
During the year under review and pursuant to the SEBI ListingRegulations, the Board had re-constituted CSR Committee andconstituted certain new Committees and amended / adoptedthe terms of reference of the said Committees.
As on the date of this report the Board has the followingStatutory 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 Voluntaryconstituted IPO Committee for the purposes of approving andundertaking various activities in relation to the Offer and listingof Equity Shares on the Stock Exchanges. The structure of theBoard Committees and their terms of reference are mentionedin the Corporate Governance Report which forms part of thisAnnual Report.
The Audit Committee comprises of Ms. Shalini Puchalapallias Chairperson, Ms. Sree Kirat Patel and Mr. Wangdo Huras members.
All the recommendations made by the Audit Committee wereaccepted by the Board during the year. Further details on the
above committees and other committees of the Board aregiven in the Corporate Governance Report.
Pursuant to Section 149(7) of the Act, the Company hasreceived declarations from all Independent Directorsconfirming that they meet the criteria of independence asspecified in Section 149(6) of the Act, as amended, read withRules framed thereunder and Regulation 16(1) (b) of the SEBIListing Regulations. In terms of Regulation 25(8) of the SEBIListing Regulations, the Independent Directors have confirmedthat they are not aware of any circumstance or situation whichexists or may be reasonably anticipated that could impair orimpact their ability to discharge their duties with an objectiveindependent judgement without any external influence and thatthey are independent of the Management. The IndependentDirectors have also confirmed that they have complied withthe Company's Code of Conduct and that they are registeredon the databank of Independent Directors maintained by theIndian Institute of Corporate Affairs. The Directors have furtherconfirmed that they are not debarred from holding the officeof director under any SEBI order or any other such authority.
The Board of Directors of the Company have taken on recordthe aforesaid declarations and confirmations submitted by theIndependent Directors.
The details of the familiarization programs for the IndependentDirectors are available on the website of the Company at theRegulation 46 SEBI LODR | Hyundai India
The Board met 12 (Twelve) times during the financial year,the details of meetings of Board and Committees and theattendance thereto and composition of Committees areprovided in the Corporate Governance Report, which formspart of this Annual Report.
The intervening gap between any two meetings was withinthe time limits prescribed by the Companies Act, 2013 readwith the relevant Rules and amendments as applicable fromtime to time.
Pursuant to the provisions of the Companies Act, 2013,the Board has carried out an annual evaluation of its ownperformance and that of its Committee as well as performanceof the Directors individually for the Financial Year 2024-25.Inputs were sought on various aspects of Board/CommitteeGovernance for evaluation.
The aspects covered in the evaluation included thecontribution to and monitoring of corporate governancepractices, participation in the long-term strategic planningand the fulfillment of Directors’ obligations and fiduciary
responsibilities, including but not limited to, active participationat the Board and Committee Meetings.
As per Companies Act, 2013 and SEBI Listing Regulations, thecompany has in place a policy on evaluation of the Performanceof Board of Directors. The Board of Directors has carried outan 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 Remunerationpolicy to consider matters relating to the remuneration,appointment and removal of the Directors, Key ManagerialPersonnel and Senior Management and the same is availableon the website of the Company at the Corporate GovernancePolicies | Investor Relations | Hyundai India.
To the best of their knowledge and belief and according to theinformation and explanations obtained, in terms of Section134(3)(c) of the Act, your Directors state that:
♦ in the preparation of the accounts for the financial yearended March 31, 2025, the applicable accounting standardshad been followed along with proper explanation relatingto material departures if any;
♦ the Directors had selected such accounting policies andapplied them consistently and made judgements andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company atthe end of the financial year 2024-2025 and of the profit ofthe Company for the year under review;
♦ the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
♦ the Directors had prepared the accounts for the financialyear ended March 31, 2025 on a ‘going concern’ basis;
♦ the Directors had laid down adequate internal financialcontrols to be followed by the Company and that suchinternal financial controls are adequate and operatingeffectively; and
♦ the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 (including amendments thereto) isannexed to the Report as Annexure-C.
The Annual Report is being sent to the Shareholders of theCompany excluding information required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014. AnyShareholder interested in obtaining a copy of such statementmay write to the Company Secretary and compliance officerat complianceoffcier@hmil.net. With reference to Section197(14), none of the Managerial Personnel of the Company,i.e., either Managing Director or Whole-time Director, draw anyCommission from the Company. None of the employees listedin the said Annexure are related to any Director of the Company.
The Annual Report on CSR activities containing details of CSRpolicy and other prescribed details including the composition ofthe Committee are given in Annexure - D and in the CorporateGovernance Report, which forms part of this Annual Report.
The CSR Committee comprises of Mr. John Martin Thompsonas Chairman and Ms. Shalini Puchalapalli, Mr. Ajay Tyagi, andMr Gopalakrishnan CS as Members.
The Draft Annual Return of the Company for the year 2024¬2025 is available on the website of the company at the web-linkInvestor Reports - Financial Information | Hyundai India
Our Company believes in following best in class CorporateGovernance practices. Our commitment to follow CorporateGovernance practices is reflected in our Corporate Governancephilosophy and Code of Conduct.
Pursuant to Regulation 34 of the SEBI Listing Regulations,Report on Corporate Governance along with the certificatefrom a Practicing Company Secretary certifying compliancewith conditions of Corporate Governance is part of thisAnnual Report.
The Business Responsibility and Sustainability Report (‘BRSR')on initiatives taken from environmental, social and governanceperspective for the FY 2024-25, is available as a separate sectionof the Annual Report and is also available on the Company'swebsite Investor Reports - Financial Information | Hyundai India.
It may be noted that for the FY 2024-25, the said Reporting isnot applicable. However, the Company has adopted a voluntaryreporting for the said reporting year.
The Management Discussion and Analysis Report for theFY 2024-25, as required in terms of the SEBI Listing Regulations,is part of this Annual Report.
As required under Section 118 (10) of the Companies Act, 2013,the Company has complied with the Secretarial Standardsissued by The Institute of Company Secretaries of India.
The equity shares of the Company were listed on the StockExchanges - National Stock Exchange of India Limited andBSE Limited on October 22, 2024, through a successful InitialPublic Offer of 142,194,700 Equity Shares of face value ofI 10 each aggregating to I 278,556.83 Million comprisingentirely of an offer for sale (OFS / the Offer) by Hyundai MotorCompany (“Promoter Selling Shareholder”). The Company hadcompleted its IPO successfully with participation of severalleading domestic and global institutional investors as wellas NRIs, HNIs and retail investors. The Board is gratified andhumbled by the faith shown in the Company by its shareholders.
The Board also places on record its gratitude for the supportprovided by various Authorities, Book Running Lead Managers,Stock Exchanges, Investors, Registrar and Transfer Agent,Depositories, Counsels, Consultants, Auditors, otherintermediaries and employees of the Company for makingthe IPO of the Company a grand success.
In addition to the above, there were no material changes andcommitments affecting the financial positions of the Companywhich have occurred between the end of the financial year ofthe Company and the date of this Report.
The Company had undertaken an Initial Public Offering (IPO)during the year under review, which comprised solely an Offerfor Sale by the existing shareholder - Hyundai Motor Company.As there was no fresh issue of shares by the Company, itdid not receive any proceeds from the IPO. Accordingly,the disclosure requirements pertaining to the utilization orvariation/deviation in the utilization of IPO proceeds are notapplicable to the Company.
During the year under review, Mr. Raja R. ceased to be theInternal Auditor of the Company due to internal job rotationwith effect from close of business hours on March 31, 2025.
Mr. Madhan Raj T N was appointed as the Internal Auditor ofthe company with effect from April 01, 2025.
The reports submitted by the Internal Auditor have beenreviewed by the Audit Committee from time to time.
M/s B S R & Co., LLP, Chartered Accountants (ICAI Firm No.101248W/W-100022), Chennai, were re-appointed as StatutoryAuditors of the Company for a period of five years from theconclusion of the 26th Annual General Meeting until theconclusion of the 31st Annual General Meeting to be held in2027 by the shareholders at the Annual General Meeting heldon 8th August 2022.
The Auditor's report on the Standalone and Consolidatedfinancial statements for the year ended March 31, 2025 tothe Board on even date, does not contain any qualification,or adverse remark.
M/s. BP & Associates, Practicing Company Secretaries wereappointed to conduct the Secretarial Audit of the Company forthe FY 2024-25, as required under Section 204 of the CompaniesAct, 2013 and rules made thereunder. The Secretarial AuditReport for FY 2024-25 forms part of the Annual Report asAnnexure E to the Board's Report. The Company had compliedwith the provisions of the Acts and Rules made there underthat are applicable to the Company.
The said Secretarial Audit Report does not contain anyqualification, reservations, adverse remarks or disclaimer.
Pursuant to the provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and amended Regulation 24A ofthe SEBI Listing Regulations, the Board has based on therecommendation of Audit Committee approved appointment ofM/s. BP & Associates, Practicing Company Secretaries, Chennai,a peer reviewed firm of Company Secretaries in Practice asSecretarial Auditors of the Company for a period of five years,i.e., from April 1, 2025 to March 31, 2030, subject to approvalof the Shareholders of the Company at the ensuing AGM.
Pursuant to the provisions of Section 148(3) of the CompaniesAct, 2013, the Board of Directors had appointed M/s. Geeyes& Co., (Firm Registration No: 00044), as Cost Auditors of theCompany, for conducting the audit of cost records for thefinancial year ended March 31, 2025. The Company maintainsthe cost records as per the provisions of Section 148(1) ofthe Act.
The remuneration of the Cost Auditors for the FY 24-25 hasbeen approved by the Board of Directors in their meeting heldon June 07, 2024 and subsequently ratified by the Shareholdersat the Extra Ordinary General Meeting held on June 07, 2024
The Cost records as specified by the Central Government undersub-section (1) of Section 148 of the Act as required by theCompany are maintained by the Company.
Further, the Board on the recommendation of the AuditCommittee, has re-appointed M/s Geeyes & Co., (FirmRegistration No: 00044), Cost Accountants, as the Cost Auditorof the Company, to carry out the Cost Audit of FY 2025-26.The remuneration of Cost Auditors for the FY 2025-26 has beenapproved by the Board of Directors on the recommendationof Audit Committee and in terms of the Companies Act, 2013and Rules thereunder requisite resolution for ratification ofremuneration of the Cost Auditors by the members has beenset out in the Notice of the 29th AGM of the Company.
During the year under review, Auditors have not reported anyinstances of frauds committed in the Company by its Officersor Employees in terms of Section 143(12) of the CompaniesAct, 2013.
The Company is in compliance with applicable Rules andRegulations under Foreign Exchange Management Act, 1999.
The Company has also reported the Downstream Investmentwith the Reserve Bank of India, for its recent investment in FPELTN Wind Farm Private Limited, post the Balance Sheet date.
The Company has laid down adequate internal financial controlscommensurate with the scale, size and nature of the businessof the Company. The Company has adopted the policies andprocedures for ensuring orderly and efficient conduct of itsbusiness, including adherence to the Company's policies,safeguarding of its assets, prevention and detection of fraudsand errors, accuracy and completeness of the accountingrecords and timely preparation of reliable financial disclosures.Effectiveness of internal financial controls is ensured throughmanagement reviews and controlled self-assessment.
Pursuant to Regulation 21 of SEBI Listing Regulations, theCompany has a Risk Management Committee, the detailsof which are given in the Corporate Governance Report. TheCompany has updated the Risk Management Policy andadopted the same in the board meeting held on June 12, 2024 toensure that all the current and future material risk exposures ofthe Company are identified, assessed, quantified, appropriatelymitigated, minimized and managed i.e. to ensure adequatesystems for risk management and to establish a framework foridentification of internal and external risks specifically facedby the Company, in particular including financial, operational,sectoral, sustainability, information, cyber security risks, orany other risk as may be determined by the Risk ManagementCommittee for the company's risk management process andto ensure its implementation.
For more details, please refer to the Management Discussionand Analysis section of the Annual Report.
VIGIL MECHANISM/ WHISTLE BLOWERPOLICY
As per Companies Act, 2013 and SEBI Listing Regulations, theCompany has revised and amended its Vigil Mechanism/ WhistleBlower Policy on June 12, 2024 and the same is hosted on thewebsite of the Company which can be accessed at CorporateGovernance Policies | Investor Relations | Hyundai India
A mechanism has been established for stakeholders to reportconcerns about unethical behavior, actual or suspected fraudor violation of Code of Conduct and Ethics. It also provides foradequate safeguards against the victimization of stakeholderswho avail of the mechanism and allows direct access toChairperson of the audit committee in exceptional cases.
The Company hereby affirms that no Director/ employee hasbeen denied access to the Managing Director, during theFinancial Year 2024-25. For more details refer to the CorporateGovernance report of the Company.
Brief details about the policy are provided in BusinessResponsibility and Sustainability Report section of theAnnual Report.
DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013
The Company has a policy of zero tolerance in line with theprovisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013. Brief detailsabout the policy and the constitution of Internal ComplaintsCommittee (ICC) are provided in Business Responsibility andSustainability Report section of the Annual Report.
The details of number of complaints, received duringFY 2024-25, pending and resolved are provided in the CorporateGovernance Report.
RESEARCH&DEVELOPMENT,CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE
The Company continues to focus on Research and Developmentactivities with specific reference to emission conformance, fuelefficiency, vehicular performance and enhancement of safety,aesthetics & ride comfort and green initiatives. Expenditureincurred by way of capital and revenue on these activities isshown separately in Annexure F to this report.
The particulars prescribed under Section 134 of the CompaniesAct, 2013 read with Rule 8 (3) of the Companies (Accounts)Rules, 2014, relating to Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earnings and Outgo are alsofurnished in Annexure F to this Report.
SIGNIFICANT AND MATERIAL ORDERSPASSED
There are no significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concernstatus of the Company and its operations in the future. However,Members attention is drawn to the Statement on ContingentLiabilities and Commitments mentioned in the Notes formingpart of the Financial Statements. Attention of the members isfurther drawn to the Orders received by the Company fromCompetition Commission of India (CCI), which is still pending.The details of the same has been explained in the notes formingpart of the Financial Statements and is not detailed here againfor the sake of brevity.
OTHER DISCLOSURES
♦ There are no proceedings pending under the Insolvencyand Bankruptcy Code, 2016.
♦ There was no instance of one-time settlement with anyBank or Financial Institution.
♦ There are no unclaimed/unpaid dividends during the year.Therefore, the Company was not required to transfer anyamount to Investor Education and Protection Fund.
♦ There has been no change in the nature of business ofthe Company.
♦ The Company has complied with all relevant provisionsunder Maternity Benefit Act, 1961.
ACKNOWLEDGEMENT
Your Directors take this opportunity to acknowledge thecontinuous support of its holding company Hyundai MotorCompany, South Korea, Investors, QIBs' and the retailshareholders of the Company.
Your Directors would like to express their appreciation for theassistance and co-operation received from the Governmentauthorities, Financial Institutions, Banks, Customers, Dealers,Vendors, Employees Union and all other business associates.
The Directors also wish to place on record their deep sense ofappreciation for the committed services by all the employeesof the Company.
For and on behalf of the Board of Directors
Managing Director Whole-time Director
DIN:09470874 DIN:00045669
Place: GurugramDate: July 30, 2025