Hyundai Motor India Ltd

<dhhead>Board’s Report</dhhead>

To the Members of

The Board of Directors are pleased to present Twenty Ninth Annual Report along with the Audited Statement of Accounts for the Financial Year 2024-25.

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.

(I in Million)

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 onconsolidated 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. for the 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.

During the FY 24-25 total 7.62 Lakh units were produced as against 7.87 Lakh units in the previous year.

(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.

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.

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).

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

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.

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

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

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 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.

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.

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”).

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:

(I in Million)

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.

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 fulfillmentofitsfinancial obligations

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

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.

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.

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.

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.

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 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.

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.

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.

During the year under review, Mr. Unsoo Kim was reappointed 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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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 26^th Annual General Meeting until the conclusion of the 31^st 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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