Hemisphere Properties India Ltd Directors Report

The Members,

We have a pleasure in presenting the 21^st Annual Report together with the Audited Financial Statements of your Company for the financial year ended on March 31, 2025.

Financial Performance

The financial highlights of your Company for the Financial Year 2024-2025 are briefly mentioned below to give an overview of accomplishments on all fronts:

in lakhs

Financial Results	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	90.64	52.28
Other income	692.12	744.50
Total Income	782.76	796.78
Expenses	1710.98	2023.78
Net Profit/Loss (before tax)	(928.23)	(1227.00)
Current Tax		-
Deferred Tax	(176.38)	(245.15)
Net Profit/(Loss) after tax	(751.85)	(981.85)

Operations & State of Affairs of the Company

In the financial year 2024-25, your Company continued to navigate a challenging financial landscape, recording a net loss of 751.85 lakhs as against the loss of 981.85 lakhs during the previous financial year. The primary contributors to this sustained loss are consistent revenue generation challenges and ongoing expenses associated with the maintenance of our land holdings. A comprehensive breakdown of expenditures incurred throughout the year can be found in the Financial Statements appended to this report.

Despite these challenges, were actively implementing strategies to leverage our existing assets and generate income. Were pleased to report that the Company successfully generated 90.64 lakhs in rental income during FY 2024-25, demonstrating the potential of our available resources. Our immediate focus is on optimizing the utilization of our extensive land portfolio, which spans 739.69 acres across four states and five key locations in India. We are actively exploring various avenues to transform these valuable land parcels into profitable assets, and we anticipate positive developments in this regard in the coming fiscal year.

Business Performance

The objective of is to construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed) or partially land and partially buildings, anywhere in India. The intent of incorporation of your

Company is to transfer the surplus land of erstwhile Videsh Sanchar Nigam Limited into your Company and develop these land under the objectives set out Memorandum of Association.

Objects of our Company covers follows:

1. To construct, acquire, hold, manage, develop, administer, protect, reserve and to deal in any other manner with properties, including sale and purchase thereof, whether such properties are in the nature of land or building (semi-constructed or fully constructed) or partially land and partially buildings, any where in India and if permitted by applicable legislations, outside India as well.

2. To collect and settle revenue, rental, lease charges and such other charges as may be payable by any entity against legitimate use of such properties by persons, companies, agencies and administrations for the services provided and to utilise the same for furtherance of activities of the Company.

3. To carry out business of developing, holding, owing, leading or licensing real estate, consultancy in real estate and property of all kinds and for this purpose acquiring by purchase or through lease, license, barter, exchange, hire purchase or otherwise, land or other immovable property of any description or tenure or interest in immovable property.

4. To carry out the business of building construction and development of commercial building, industrial shed, offices, houses, buildings, apartment, structures, hotels or other allied works of every description on any land acquired howsoever by the company, whether on ownership basis or as a lessee or licensee and to deal with such construction or developed or built premises by letting out, hiring or selling the same by way of outright sale, lease, license, usufructuary mortgage or other disposal of whole or part of such construction or development or built premises.

The Company in pursuant to the order passed by National Company Law Tribunal and Ministry of Corporate Affairs in August, 2019 transferred with the 739.69 acres of land located in Delhi, Pune, Chennai and Kolkata. During the period under review, the details for all land parcel are as under:

Land Portfolio Overview

Hemisphere Properties India Limited (HPIL) holds one of the most strategically located land banks in India. The Company owns approximately 739.69 acres of land across Delhi, Chennai, Pune, and Kolkata. These assets, transferred from Tata Communications Limited under the Scheme of Arrangement, are situated in locations with high urbanization potential and strong demand drivers.

Each parcel varies in its size, zoning classification, and surrounding ecosystem. Collectively, they present HPIL with a unique opportunity to unlock significant value through systematic monetization, transparent auctions, and carefully planned development initiatives. The Company continues to prioritize clear title ownership, security, and encumbrance-free possession, while simultaneously engaging with professional consultants and government authorities to maximize returns from these prime real estate holdings. The details of the individual land parcels are as follows:

Greater Kailash Land Parcel, Delhi (69.46 acres)

The Greater Kailash land parcel, measuring 69.46 acres, is one of the most premium and strategically important properties in HPILs portfolio. Located near the Outer Ring Road in

South Delhi, the parcel is approximately 20 kilometres from Indira Gandhi International Airport and enjoys excellent connectivity to the capitals central business districts, cultural hubs, and residential neighbourhoods. This parcel is among the highest-value real estate holdings of HPIL and is designated as Public & Semi-Public (PSP) under the Master Plan of Delhi 2021. Owing to its strategic location in an upscale residential zone, it holds immense potential for institutional, cultural, or public utility development projects in the long term.

Fencing and digital surveys of the site have already been completed, and ownership rights are secured. However, physical demarcation of the entire land remains pending due to ongoing litigations. HPIL continues to pursue these matters with diligence, recognizing that resolution will significantly enhance the potential monetization of this prestigious asset.

Padianallur Land Parcel, Chennai (53.04 acres)

The Padianallur (Chennai) land parcel, measuring 53.04 acres, is located in the northern part of Chennai, Tamil Nadu. The site enjoys excellent connectivity, being accessible from the Chennai Vijayawada Highway, which links further to the Chennai Outer Ring Road. It is also within reasonable distance from Korattur railway station (14.5 km) and Thirumangalam Metro station (16.5 km). Surrounding neighbourhoods include Red Hills, Ambattur, Madhavaram, and Puzhal, which are well-developed residential and commercial hubs.

This parcel is zoned as Mixed Residential under the CMA Master Plan 2026. It is properly fenced with a 7-foot-high boundary wall and is free from encroachments, with 24x7 security personnel deployed. The land is moderately vegetated but otherwise undeveloped. The locality is predominantly residential, with some clustered commercial activity, making the site ideal for group housing development and data centre facilities, which are incentivized by the State Government.

HPIL has already paid stamp duty of 7.73 crore towards this parcel. However, while the mutation process was initiated, the State Revenue Authority rejected the application for patta transfer citing an ongoing litigation over possession. One of the litigation is disposed off by the Honble High Court and the Company has reinitiated the mutation process, which is under consideration. This parcel has significant potential for monetization given its strategic location, connectivity, and suitability for large-scale residential and infrastructure projects.

Pune land parcel, Maharashtra (524 acres)

The Pune land parcel is by far the largest in HPILs portfolio and represents the Companys most significant monetization opportunity. The land is spread across four villages Dighi, Kalas, Bopkhel, and Bhosari and is situated along the Pune Alandi Road, offering superior visibility and accessibility. Its proximity to Pune International Airport, Pune Railway Station, and the industrial and IT hubs of the city further enhances its attractiveness.

The land is fully secured, fenced, and demarcated, with no encroachments. It includes two existing buildings, Opal A2 and Renaissance, constructed prior to the disinvestment of VSNL. Surrounding establishments include Tata Communications Limited and STT Global Data Centres India Pvt. Ltd., underlining the strategic location of the property within a developed ecosystem.

Ownership of the parcel has been successfully updated in Revenue Records, with mutation completed for the entire 524 acres. Municipal records have also been updated for the Bopkhel portion, while applications are in progress for the other villages.

To maximize value, HPIL appointed Jones Lang LaSalle (JLL) as Transaction Advisor. During the year, a Stakeholders Meet was held, which attracted enthusiastic participation from real estate developers, education providers, and corporate investors. This reinforced the strong demand for the parcel across multiple sectors.

A landmark achievement was the change of land use of land parcel falls under Bopkhel village from PSP to Residential. A tentative layout plan has been approved under the Unified Development Control and Promotion Regulations (UDCPR 2020), and a Request for Proposal for e-auction of land at Bopkhel has been floated, with a reserve price of approximately 576.12 crore. The auction is scheduled for August 2025. The same is available on https://hpil.enivida.com.

For the remaining land, the Company is actively exploring an Integrated Township Development approach, which could include residential, commercial, and institutional facilities. This strategy aligns with Maharashtras urban planning objectives and is expected to unlock substantial value in the medium to long term.

Halisahar Land Parcel, Kolkata (35.19 acres)

The Halisahar land parcel, measuring 35.19 acres, is located in North 24 Parganas, West Bengal. It is accessible via Bizpur Workshop Road and Kabuguru Ravindra Path, with good connectivity through local roads and public transportation. The locality consists of residential areas, small-scale timber industries, and remnants of old jute mills, providing a mix of development opportunities.

The parcel is categorized under Commercial, Water Body, and Bank of Water Body uses. It is free from encroachments, properly secured, and has no litigations. Several water bodies exist within the parcel, offering unique possibilities for planned development while maintaining environmental considerations.

During FY 2024 25, HPIL successfully completed the mutation of the land in Revenue and Municipal records. JLL was appointed as Transaction Advisor in February 2024 following a competitive RFP process. A detailed feasibility study was conducted, which recommended the development of gated residential plots, targeting residents of Halisahar and Kalyani as well as mid-segment buyers from Kolkata.

The Central Public Works Department (CPWD) carried out preparatory works, including vegetation clearing, construction of a security guard room, and building of a peripheral road to facilitate inspections. These steps have improved the accessibility and readiness of the parcel for further planning and eventual monetization.

Chattarpur Land Parcel, Delhi (58 acres)

The Chattarpur land parcel, measuring 58 acres, is situated on Mandi Road, in close proximity to C-DOT, Tata Communications, and just 1 km from Chattarpur Metro Station. Its location provides excellent connectivity to Central and South Delhi as well as Gurgaon, with Indira Gandhi International Airport located only 15 km away.

Currently designated as Public & Semi-Public (PSP) under the Delhi Master Plan 2021, the land is fully secured with boundary walls on three sides, while the partition with TCL is demarcated with poles at 10-metre intervals on the fourth side. Ownership has been updated in both Revenue and Municipal records.,To explore monetization options, HPIL conducted a demand discovery exercise for potential farmhouse development. The exercise revealed encouraging market interest. Accordingly, HPIL filed an application with the Delhi Development Authority (DDA) on 28 October 2022 to change the land use from PSP to Residential (Farmhousing). All necessary surveys, maps, and documents have been submitted, and the application remains under consideration, pending finalization of the Delhi Master Plan 2041.Once approved, this parcel is expected to be one of the most attractive real estate opportunities in South Delhi, given its connectivity, premium location, and demand from the residential and lifestyle segments.

Revenue

The Company during the year is receiving rental income from Tata Communications Limited, STT Global Data Centres, for using land in Pune for access.

Further, there are two Building located in Pune, where renovations were undertaken and one of the building was given on lease to Government department.

Valuation of land Parcels

The Company has not undertaken fair valuation in the financial year 2024-25, as there have been no significant changes in the condition, usage, or circumstances of the property, and there is an absence of an active market for comparable properties .Accordingly, the same valuation is considered for FY 2024-25.

S.No.	Land	Fair Value( in crores)
1	Padianullar, Chennai	425.55
2	Halisahar, Kolkata	92.68
3	Dighi, Pune	2038.89
4	Greater Kailash, New Delhi	7300.93
5	Chattarpur, New Delhi	730.81
	Total	10588.86

Transfer to Reserves

During the year under review, no amount has been transferred to General Reserve.

Dividend

Due to losses incurred by the company, the directors do not recommend any dividend payable to the shareholders for the year ended March 31, 2025.

Further, in compliance with regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated

‘Dividend Distribution Policy and the same is available on Companys website at https://www.hpil.co.in/policies/. The Company informed that Department of Investment and Public Asset Management (DIPAM), Government of India, that the Company has not declared dividend in past years as per the guidelines of DIPAM and the exemption was sought and granted for financial year 2023-24.

Capital Expenditure

Capital Expenditure of 71 lakhs approx. was incurred during the year mainly on maintaining the land parcels.

Share Capital

The authorized share capital of the Company was 100,000,000,000 (Rupees Ten Thousand Crores only) of 10/- (Rupees 10)each under which 9,000,000,000 (Nine Hundred Crore) are Equity shares and 1,000,000,000 (One Hundred Crore) Preference shares as on March 31, 2025.

During the year, there is no change in paid up Share Capital of Company which is

415,00,00,000 (Rupees Four Hundred and Fifteen Crores only) .

The Preference shares changed from Non-Cumulative Redeemable Preference shares to Cumulative Redeemable Preference shares with the approval of shareholders on 31.03.2024.

As on March 31, 2025, the Company paid up preference share capital is 13 crore 0.01% Cumulative Redeemable Preference Share Capital of 10 each, held by the Promoter the President of India acting through the Ministry of Housing & Urban Affairs.

Further, the Company issued 5 crore 0.01% Cumulative Redeemable Preference Share Capital of 10 each to the Promoter during Financial year 2024-25 and same has been allotted on April 16, 2025 and aforesaid Preference shares are unlisted.

The Listed Equity Paid up share capital of Company is 285,00,00,000 (Rupees Two Eighty Five Crores only) of 28,50,00,000 (Twenty Crore Fifty Lakhs only) equity shares of 10/- (Rupees 10).

There is no other change except abovementioned in the authorized, issued, subscribed and paid-up share capital of the Company during the year under review. Further, the Company has not issued any shares with differential voting right/ Sweat Equity Shares during the year underreport.

Listing of Shares and Payment of Listing Fee

The Company has paid annual listing fee for the financial year in respect of its equity shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Transfer of Unclaimed Dividend and Shares To Investor Education & Protection Fund

While the Company adheres to all statutory requirements, it is important to note that, as per Sections 124 and 125 of the Companies Act, 2013, the Company is not currently obligated to transfer any unpaid or unclaimed dividend amounts to the Investor Education & Protection Fund (IEPF). This is because a period of seven years has not elapsed since the listing of our equity shares in October 2020. Accordingly, no shares were required to be transferred to the IEPF account due to outstanding dividends. It is, however, noted that shares were allotted to the IEPF account as part of the Companys approved Scheme of Arrangement and Reconstruction

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There have been no material changes and commitments, which affects the financial position of the Company, that have occurred between the end of the Financial Year to which the financial statements relate and the date of the Report.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the Company during the FY 2024-25.The President of India through Ministry of Housing & Urban Affairs is holding as on

March 31, 2025 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of the Company.

Contribution to National Exchequer

During the financial year 2024-25, the Company contributed an amount of 37.93 lakhs to the National Exchequer, which included 19.88 lakhs towards direct taxes and 18.05 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was 25.99lakhs.

Deposits

During the FY 2024-25, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2025.

Change in Name of the Company

During the year under review, there was no change in the name of the Company.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

Impacting the going concern status and Companys Operations in Future

During period under review, there was not any significant and material orders passed by the regulators/courts/ Tribunal.

Presidential Directive(S)

No Presidential Directives issued by Govt. were received by HPIL during the last three years.

Suspension of Trading

The Equity Shares of the company are listed on NSE & BSE. The shares of the company were not suspended from trading during FY 2024-25

Loan, Guarantees and Investments

The Company has not made any investment, given guarantee and securities during the year under review. Therefore, the relevant section 186 of Companies Act, 2013 is not applicable during period under review.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary/ Joint Venture/Associate Company hence details of financial performance of Subsidiary/ Joint Venture/Associate Company is not required to be attached to this report.

Management Explanation On Statutory Auditors Report

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2024-25 and have given their report without any qualification, reservation, adverse remark or disclaimer. However, they have drawn attention to certain matters under

"Emphasis of Matters" which is reported in Auditors Report and forming part of this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report (MDAR) as required under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (‘LODR) for the year under review, is presented in a separate section, forming part of the Annual Report as Annexure I.

Audit Committee

Your Company has the Board Level Audit Committee in compliance of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Audit Committee are included in the Corporate Governance Report at Annexure-II, forming part of this report.

Number of Meetings of Board of Directors

There were 5 (five) Board meetings held in the FY 2024-25. For further details of the number and dates of meetings of the Board thereof held during the financial year under review indicating the number of meetings attended by each Director, please refer to the Report on Corporate Governance as which forms part of this Report.

Directors and Key Managerial Personnel

Appointments/Cessations

During the FY 2024-25, changes in the Board of Directors have taken place. Details of the changes in the Board of Directors/ Key Managerial Personnel are given hereunder:

During period under review, the Company as on March 31, 2025, had 5 Directors and following is the detail of the Board of Directors during the year:

S. No	Name	DIN	Appointments	Cessation
1.	D Thara	01911714	18.11.2019	-
2.	Rajeev Kumar Das	07730466	14.06.2021	-
3.	Tanvi Garg	05165139	08.11.2023	-
4.	Ravi Kumar Arora	09217881	28.06.2021	-
5.	Suvasish Das	09826037	15.12.2022	20.01.2025
6.	Sunita Chandra	09415680	29.11.2021	28.11.2024
7.	G R Kanakavidu	09471091	20.01.2022	19.01.2025
8.	Manasi Sahay Thakur	07647316	20.01.2025

The Strength of Board of Directors of the Company as on March 31, 2025 was 5 (five) Directors comprising of 5 (Executive & Non-Executive Director).

During the period under review, the tenure of Independent Directors ended in accordance to the order issued by Administrative Ministry.

In terms of provisions under SEBI Regulations and DPE guidelines, HPIL being a listed Company and having an executive Chairman, 50% of its Board of Directors should comprise of independent directors, however, the Company was not having requisite number of these directors during the year. The Secretarial Auditor has also given observations in this respect in their report. In this respect, as Directors on the Board are appointed by Government, HPIL had regularly requested Ministry of Housing & Urban Affairs for appointment of requisite number of independent directors/independent woman director to comply with the applicable requirements under SEBI (LODR) Regulations, DPE Guidelines and Companies Act and the same was also informed to Stock Exchanges.

The Company conducts session for the Directors to keep them abreast of the latest insights into the industry and also share the future strategy. The session was very insightful and the Board reciprocated with key insights of future goals.

After the closure of the Financial Year

The Administrative Ministry i.e. Ministry of Housing & Urban Affairs vide its order dated April 21, 2025 has reappointed Sh. G R Kanakavidu as Independent Director on the Board for period on 1 year.

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act. For details about the directors, please refer to the Corporate Governance Report.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the financial year 2024-25 are:

- D Thara	Chairperson & Managing Director
- Bhavesh Singla	Chief Financial Officer
- Lubna	Company Secretary

Independent Directors

The Ministry of Housing & Urban Affairs vide its order dated 29.11.2021 & 20.01.2022 appointed Dr. Sunita Chandra (DIN 09415680) & Shri G R Kanakavidu (DIN 09471091) as Independent Director on the Board of Company. The tenure of abovementioned Independent Directors ended on 28.11.2024 and 19.01.2025 respectively.

The Independent Directors of the Company, in the opinion of the Board, possess integrity, requisite expertise and experience.

Performance Evaluation of Directors

The Ministry of Corporate Affairs vide its notification dated June 5, 2015 has inter-alia exempted Government Companies from the performance evaluation of Directors, in case the Directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, as per its own evaluation methodology. Further, MCA vide notification dated July 5, 2017, also prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government Companies. Further, in line with aforementioned exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies.

Declaration by Independent Director

All the Independent Directors during Financial Year 2024-25, have met the requirements specified under Section 149(6) of the Companies Act, 2013 and rules made thereunder for holding the position of Independent Director and necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 was received.

All Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under both the Companies Act, 2013 and the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the

"Code of Business Conduct and Ethics for Board Members and Senior Management" of the

Company. A Separate Meeting of Independent Directors in accordance with the provisions of the Companies Act, 2013 was held on 28 May, 2024 and all the Independent Directors were present.

Annual Return

In term of provision of Companies Act, 2013 as amended, the return is available on website of Company on https://www.hpil.co.in/annual-report/.

Retiring Director(s) and Seeking Appointment Reappointment at the AGM

As per the Companies Act, 2013 the provisions in respect of retirement of Directors by rotation will not be applicable to Independent Directors and as per Articles of Association of Company, the Chairman also not liable to retire by rotation, in view of this, Independent Director & CMD is not considered to be retiring by rotation but all other directors will be retiring by rotation. Accordingly, one third among all other directors are liable to retire by rotation and being eligible, offer themselves for reappointment Shri Rajeev Kumar Das, Director shall be eligible to retire by rotation and offers to re-appoint.

Appointment/Re-appointment of Director

In accordance with applicable statutory provisions and Articles of Association of the Company, Smt. Manasi Sahay Thakur, & Shri G R Kanakavid (Independent Director) having been appointed as additional directors shall hold directorship upto the 21^st Annual General Meeting of the Company and are eligible for appointment as Director at the Meeting.

Cessation of Director

On completion of tenure, Dr. Sunita Chandra & Shri G R Kanakavidu ceased to be Independent Director on the Board on 28.11.2024 & 19.01.2025 respectively. Shri Suvasish Das who was appointed as Director in Company was ceased to be Director through the order of Ministry of Housing & Urban Affairs vide order dated 20.01.2025.

The Board of Directors appreciated for the valuable services rendered as well as advice and guidance provided by all the Directors during their tenure on the HPIL Board.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed for appointment/reappointment containing nature of their expertise in specific functional areas and names of companies in which the person holds directorship along with the membership of the Committees of the Board are given in the explanatory statement/ annexure to the Notice.

Business Responsibility and Sustainability Report.

The Listing Regulations mandates the inclusion of the Business Responsibility and Sustainability Report (BRSR) part of the Annual Report for the top 1000 listed entities based on market capitalization. A detailed report of BRSR is annexed forming part of this Annual Report as Annexure III.

Committees of the Board

During the period under review, the Company has following Committee(s) of the Board of Directors, which were reconstituted from time to time to comply with the applicable provisions : i. Audit Committee ii. Nomination & Remuneration Committee. iii. Stakeholders & Relationship Committee. iv. Risk Management Committee

The Details of Committee, the Constitution and composition of Committees applicable as per Companies Act, 2013 and SEBI (LODR) 2015.Please refer to the Report on Corporate Governance which forms part of this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has in place a "Whistle Blower Policy", in compliance of the provisions of the

Companies Act, 2013, SEBI LODR Regulations and DPE Guidelines on Corporate Governance. The Whistle Blower Policy enables and ensures transparency in functioning of Company and it enables the employee to bring notice of such incidents and activities those are the violation of any policies of Company. It also provides safety for the protection to the complainant from victimization for whistling any violations and malpractices in the Company. This vigil mechanism enables the employees and Directors of Company to raise the concern where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The policy on Whistle Blower Policy can be accessed at website of the Company on www.hpil.co.in. The Company has not received any complaints under vigil Mechanism and whistle Blower Policy during the period under review.

Investors Relations

Commitment to Transparency and Accuracy: HPIL remains dedicated to delivering timely, accurate, and comprehensive information on all aspects of operations, adhering strictly to SEBI regulations. The dedicated team is pivotal in ensuring transparent and fair information dissemination, fostering trust and confidence among stakeholders.

Effective Communication with Investors: Effective communication with investors is integral to the corporate strategy. By maintaining well-informed investors, HPIL facilitates the development and maintenance of an informed market in its securities, enhancing corporate governance and promoting a culture of transparency in corporate activities and proposals.

Comprehensive Online Resources: The corporate website (http://www.hpil.co.in) serves as a comprehensive resource for all stakeholders. It features the latest business developments, financial reports, announcements, schedules for analyst meets and investor conferences, news releases, and other pertinent information. Both current and archived materials, including presentations and announcements, are readily accessible under the "Investors" section of the website.

Timely and Transparent Disclosures: HPIL is committed to ensuring that investors and the market are fully informed about any information that could materially impact the price or value of its securities. This commitment is fulfilled through the timely disclosure of information via Stock Exchanges, maintaining the highest standards of transparency and accountability.

Corporate Social Responsibility (CSR):

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the requirement to constitute a Corporate Social Responsibility (CSR) Committee and to undertake CSR activities is applicable to companies which fulfill the prescribed financial criteria relating to net worth, turnover or net profit. As the Company does not fall within the said thresholds during the financial year, the provisions relating to CSR are not applicable. Consequently, the Company has neither constituted a CSR Committee nor undertaken any CSR activities during the year under review.

Internal Financial Controls and their adequacy with reference to Financial Statements

The Company has in place adequate internal financial controls with reference to financial reporting in compliance with the provisions of Section 134(5) (e) of the Companies Act, 2013 and such internal financial controls over financial reporting were operating effectively. Internal Financial Controls over financial reporting are audited by statutory auditors and internal Auditors of Company. The Company has adequate Internal Financial Controls (IFC) system for ensuring, the orderly and efficient conduct of its business, adherence with the laid down policies ,procedures, safeguard of assets of the Company, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information commensurate with the operations of the Company.

Your Company is committed to ensure that its operations are carried out within a well-defined internal control framework, good governance, robust systems and processes, a vigilant finance function and an independent Internal Audit function are the foundations of the internal control systems. The Company has in place adequate internal financial control with reference to financial statements .The Internal Financial Controls of the Company were reviewed by Internal Auditors appointed. According to them, the Company has, in all material respects, laid down internal financial controls (including operational controls) and that such controls are adequate and operating effectively during the year ended 31^st March, 2025. The Statutory Auditors and Audit Committee of the Board regularly reviews significant audit findings covering operational, financial and other areas and provides guidance on internal controls

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

During period under review, there are no significant particulars, relating to conservation of energy and technology absorption as your Company does not own any manufacturing unit/ facility, however energy conscious organization, has taken various initiatives in the direction of energy conservation on a continuous basis. Further, the Company has neither absorbed any technology indigenous/ imported, during the year, nor imported any technology during the last three years.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)Rules, 2014, is given in Annexure to this report.

Contracts and Arrangements with Related Parties

During the year under review, the Company have entered with the related party on arm length basis and in ordinary course of business. The details of which are mentioned in the financial statement of the Company forming part of this report.

The policy on materiality of related party transactions is available on the Companys website, at the www.hpil.co.in. All related party transactions that were entered into during the financial year ended 31^st March, 2025 were on an arms length basis and in the ordinary course of business. The Company obtained approval of shareholders on all the material related party transactions in accordance to SEBI Listing Regulations, 2015, Companies Act, 2013 and rules made thereunder to the extent applicable. The disclosure of transactions with related party for the year, as per IND Accounting Standard-24 Related Party Disclosures is mentioned in notes of Financial Statements as on 31^st March, 2025. The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the financial year 2024-25 is annexed to this Report.

Risk Management

In compliance of SEBI Regulations, 2015 & amendments thereof and DPE guidelines on Corporate Governance for CPSEs, The Company has in place a Board approved Risk Management Policy, laying down procedures to inform Board members about the risk assessment, minimization and mitigation. An important purpose of the Policy is to implement a structured and comprehensive risk management system across the company which ensures that the risks are being properly identified and effectively managed. The risk management process includes risk identification, risk assessment, risk evaluation, risk mitigation and regular review & monitoring.

The Company recognize that it is exposed to a number of uncertainties, which are inherent for the construction and Real Estate sectors that it operates in. The volatility of these sectors exposes the business to various external and internal risks which may affect its financial and non-financial results

The Company identified that it is exposed to various unseen risks and uncertainties which are built-in for Realty Estate Companies. The Company has risk management committee to identify the external and internal risks which may impact the day to day and future objectives of Company. The process is as under:

Risk Assessment (identification, analysis & evaluation) Risk Treatment (mitigation plan) Monitoring, review and reporting Communication and consultation

The Company has adopted an updated Risk Management Policy (2024), approved by the Board of Directors. A Board-level Risk Management Committee (RMC) has been constituted, which is responsible for reviewing key risks and formulating appropriate action plans and strategies to mitigate them, both in the short and long term.

Risk management is embedded into the Companys business planning and review cycle. The initiatives are aimed at identifying and addressing significant risks that could impact the achievement of the Companys strategic and financial objectives. This is achieved through effective internal controls, ensuring compliance with applicable laws and regulations, and safeguarding the integrity of the Companys financial reporting and related disclosures relating to business operations, objectives, revenues, income, assets, liquidity, and capital resources. The specific risk factors applicable to the Company are detailed in the Management Discussion and Analysis Report forming part of this Annual Report.

Directors Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge confirm that:- i) in the preparation of the annual accounts for the year ended March 31, 2025 , the applicable Accounting Standards have been followed and no material departures have been made from the same; ii) such accounting policies have been selected and applied consistently (except for the adoption of newly effective Indian Accounting Standards as disclosed in the Notes to Accounts to the Financial Statements) and judgments and estimates made 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 and of the profit or loss of the Company for that period; iii) proper and sufficient care is taken 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; iv) the annual accounts have been prepared on a going concern basis; v) internal financial controls have been laid to be followed by the Company and such internal financial controls were adequate and operating effectively; vi) 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.

Corporate Governance

Pursuant to Regulation 34 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015, a report on Corporate Governance (including Board &Committee Meetings details) is given at Annexure-II to the Board Report together with the following,

a) Certificate of Non-Disqualification of Directors under Schedule V of the SEBI Listing Regulations.

b) Auditors certificate on Corporate Governance under SEBI Listing Regulations & Department of Public Enterprises (DPE) guidelines on Corporate Governance.

c) Secretarial Audit Report under Section 204 (1) of the Companies Act, 2013

The Company has taken several initiatives towards Corporate Governance & its practices are appreciated by various stakeholders and believes in the principle that Corporate Governance establishes a positive organizational culture and it is evident by responsibility, accountability, consistency, fairness and transparency towards its stakeholders. As required under SEBI Listing Regulations and DPE guidelines on Corporate Governance, a separate report on Corporate Governance practices followed by the Company forms part of this Report at Annexure-II.

A Practicing Company Secretary has examined and certified your Companys compliance with respect to conditions enumerated in SEBI (LODR) Regulations and DPE guidelines on Corporate Governance. The certificate required in DPE guidelines and SEBI (LODR) Regulations forms part of this Report. As a responsible corporate citizen and to reduce carbon foot print, your Company has actively supported the implementation of ‘Green Initiative. Electronic delivery of notice of

Postal Ballot, notice of Annual General Meeting (AGM) and Annual Report along with other communications is being done to those shareholders whose email ids are already registered with the respective. Unless otherwise desired by the shareholders, the Company sends all documents to the shareholders viz. Notice, Audited Financial Statements, Directors and Auditors Report, etc. in electronic form to their registered e-mail addresses. In respect of financial year, in terms of exemption granted by MCA circulars, Annual Reports are being circulated among the members whose email IDs are available with the Company through electronic mode. Accordingly, no physical copies of the Annual Reports are being circulated among the members of the Company.

Auditors

i. Statutory Auditors

The Comptroller and Auditor General (C&AG)of India under Companies Act 2013, appointed 2024-25, M/s Aggarwal & Rampal (FRN 003072N) , Chartered Accountants as Statutory Auditors of the Company for the financial year 2024-25. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2025. Approval of the Members of the Company will be obtained in ensuing Annual General Meeting, to authorize the Board of Directors of the Company, to fix the remuneration of Statutory Auditors for the financial year 2025-26, as may be appointed by C&AG.

The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

ii. Reporting of frauds by Auditors

During the year under review, no fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Amendment Rules, 2015

iii. Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2024-25 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

iv. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kumar Naresh Sinha & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as to this report.

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

The Board considered the eligibility and evaluated the background, expertise and past performance of M/s Kumar Naresh Sinha & Associates as the Secretarial Auditors of the Company from 2023 till date.

The proposal for appointment of secretarial auditor was place before the Audit Committee of the Board. The Audit Committee considered and recommended to the Board, the appointment of M/s Kumar Naresh Sinha & Associates as the secretarial auditors of the Company for a period of five years .

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s Kumar Naresh Sinha & Associates as the Secretarial Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of M/s Kumar Naresh Sinha & Associates as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 21^st Annual General Meeting scheduled to be held on September 27, 2025, through the conclusion of 26^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through the FY2029-30.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

Secretarial Audit Report

The Company is required to annex to the Boards Report, the Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Report of the Company issued by of M/s Kumar Naresh Sinha & Associates is annexed to this Report.

Managements Comments on the Auditors Report

The Managements reply to the observations of the Secretarial Auditors is as under:

Observation of Secretarial Auditors	Managements Reply
1. The Company did not have requisite number of independent directors on its Board as requiredunder Regulation 17(1) of SEBI (LODR) Regulations, 2015 and Section 149(4) of the CompaniesAct 2013, for the period under review.	The Company is a Government Company under the administrative control of the Ministry of Housing & Urban Affairs. The power to appoint Directors, including Independent Directors and Independent Woman Director, vests with the said Ministry. The non-compliances observed by the Secretarial Auditor in respect of Board
2. The Company did not have at least one independent woman director on its Board as required under proviso to Regulation 17(1)(a) of SEBI (LODR) Regulations, 2015, with effect from 28.11.2024.	composition, constitution of various Committees of the Board under the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and DPE Guidelines on Corporate Governance are attributable to the non-availability of the requisite number of Independent Directors.
3. The Company did not have at least two Independent Director in its quorum of Audit Committee Meeting as required under Regulation 18(2) of SEBI (LODR) Regulations, 2015 for the meetings held after 29.11.2024.	The Company has been consistently engaging with MoHUA through requests and follow- ups for the appointment of the requisite number of Independent Directors to the Board.
4. The composition of the Audit Committee, Nomination and Remuneration Committee, and Risk Management Committee is not in compliance with Regulation 18(1), Regulation 19, and Regulation 21(2) of SEBI (LODR) Regulations, 2015, respectively, with effect from 29.11.2024 and the Stakeholders Relationship Committee was not as per Regulation 20(2A) of SEBI (LODR) Regulations, 2015, with effect from 20.01.2025.	As on March 31, 2025, the Board did not have the required strength of Independent Directors. Accordingly, the composition of the Board was not fully compliant with the applicable statutory provisions. Due to the non-appointment of Independent Directors, the requirements relating to the presence of an Independent Woman Director and the proper composition of the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and Stakeholders Relationship Committee under SEBI (LODR) Regulations, the Companies Act, 2013, and the DPE Guidelines could not be met.
5. The Composition of Audit Committee, Nomination and Remuneration Committee was not as per Section 177 & Section 178 of the Companies Act 2013, respectively, with effect from 29.11.2024.	With respect to Regulation 25(10) of SEBI (LODR) Regulations, 2015, regarding Directors & Officers (D&O) insurance for Independent Directors, the Company is in the process of taking the necessary steps and confirms that this requirement will be complied with shortly.
6. The Company has not complied with para 3.1.2, 3.1.4 (for the period under review), 4.1.1 and 4.4 (with effect from 29.11.2024) and 4.1.2 and 5.1 (with effect from 20.01.2025) of DPE Guidelines on Corporate Governance regarding constitution of Board and Committees.	The Company remains committed to compliance and assures that full adherence to SEBI (LODR) Regulations, 2015, will be achieved upon the appointment of three Independent Directors to the Board.
7. The company has not taken D&O insurance for the Independent Directors appointed on the Board of the Company as required under Regulation 25(10) of SEBI (LODR) Regulations, 2015.

Supplementary Audit of Financial Statements by Comptroller and Auditor General of India (C&AG).

The Comptroller & Auditor General (C&AG) of India, vide letter(s)dated August 04, 2025 have given ‘NIL comments on the Audited Financial Statements of the Company for the financial year ended March 31, 2025 under Section 143(6)(a) of the Companies Act, 2013.

The comments of C&AG for the financial year 2024-25 have been placed along with the report of Statutory Auditors of the Company in this Annual Report

Code of Business Conduct & Declaration by the Chairperson & Managing Director (CMD)

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel ("the Code"). All Board members and senior management personnel have confirmed compliance with the Code for the year 2024-25.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Companys website on www.hpil.co.in. A declaration by CMD on compliance of the "Code of Business Conduct and Ethics for Board Members and Senior Management" for the year 2024-25 is placed as Annexure to Corporate Governance Report.

CEO/CFO Certification

As required by Regulation 17 (8) of the SEBI (LODR) Regulations, 2015, the Compliance Certificate as specified in Part B of Schedule II of the said Regulation duly signed by CFO and CMD was placed before the Board of Directors. The same is enclosed as Annexure of Corporate Governance Report.

Green Initiative

In line with the provisions of the Companies Act, 2013, companies are permitted to send documents such as the Notice of Annual General Meeting (AGM), Annual Report, and other communications electronically to members at their registered email addresses. As a responsible corporate citizen, the Company has been actively supporting the Ministry of Corporate Affairs (MCA) "Green Initiative" by delivering Notices and Annual Reports through electronic mode to shareholders whose email IDs are registered. Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members, enabling them to cast their votes electronically on the resolutions set forth in the Notice of the AGM. This year, the Company will also be conducting the AGM through video conferencing/other audio-visual means. Detailed instructions for e-voting and electronic participation in the AGM are provided in the Notice of AGM. Members who have not yet registered their email addresses are requested to do so with the

Companys Registrar & Share Transfer Agent (R&TA) or with their respective Depository

Participant (DP) and join the Company in its green initiative.

Prevention, Prohibition and Redressal against Harassment of Women Employment

In line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (PoSH Act), The Sexual Harassment of Women at Workplace (Prevention) Act of 2013 requires workplaces with more than 10 employees to establish an Internal Complaints Committee (ICC) to investigate complaints of sexual harassment.

However, the Company would take every complaint seriously and there are no complaints on sexual harassment at workplace received during the period under review.

Right to Information

Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities, resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

The status of RTI received during the year is as follows:

RTI Application Received	Rejected	Information Provided	Returned to Applicant	Pending Pending Applications
1	0	1	0	0

Human Resource Development

As on date, the Company has five (5) full-time employees engaged on a contractual basis. Being a Central Government Public Sector Undertaking (CPSU), the Company is required to adhere to the Reservation Policy for engagement and appointment of employees.

At present, the Company does not have any permanent employees, as activities relating to development, maintenance, and security of land parcels are being undertaken by the Central Public Works Department (CPWD). However, in the future, while making appointments, the Company will duly comply with the Reservation Policy applicable to various categories such as SC, ST, OBC, PwDs, and Ex-servicemen.

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company.

Consequently, details on Companys policy on Directors appointment and other matters as required under Section 178(3) of the Act are not required.

Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout part of the Financial Year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Other Disclosures

i. There was no change in the nature of business of the Company during the financial year

2024-25 ii. Information on composition, terms of reference and number of meetings of the Board and its Committees held during the year, establishment of Vigil Mechanism/Whistle Blower Policy and web-links for familiarization programmes of Directors, Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions,

Policy for determining Material Subsidiaries, compensation to Key Managerial

Personnel, sitting fees to Directors etc. have been provided in the ‘Report on Corporate Governance, prepared in compliance with the provisions of SEBI (Listing Obligations &

Disclosure Requirements)Regulations, 2015 and DPE Guidelines on Corporate Governance, 2010, as amended from time to time, which forms part of this Annual Report. iii. The Company has not bought back any of its securities during the year under review. iv. The Company has not issued any sweat equity shares during the year under review. v. No bonus shares were issued during the year under review. vi. The Company has not provided any stock option scheme to the employees.

vii. Insolvency And Bankruptcy Code, 2016: No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable

viii. Compliance with Secretarial Standards: The Company adhered to the provisions of applicable Secretarial Standards I & II during the financial year 2024-25 ix. The provisions of Section 197 of the Companies Act,2013 and Rules made thereunder relating to managerial remuneration are not applicable to Government companies, therefore no disclosure is required to be made. x. During the year under review, the statutory auditors/secretarial auditors have not reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees. xi. The Independent Directors of the Company are nominated/appointed by the President of India acting through the Administrative Ministry. Accordingly, the appointing authority considers the integrity, expertise and experience of the individual to be nominated/appointed. In the opinion of the Board, the Independent Directors appointed during the year, are persons of integrity and possess the relevant expertise, proficiency and experience to contribute effectively to the Company. Further, during the year, all the Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013 and necessary declaration from each Independent Director was also received as required. xiii. Statutory and Other Information Requirements:

Information required to be furnished as per the Companies Act, 2013, SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions is annexed to this report.

xiv. The major policies on the website is may be accessed using https://www.hpil.co.in/policies/.

Annexures to Directors Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 and other applicable statutory provisions, separate sections containing Management Discussion & Analysis Report, Report on Corporate Governance, Business Responsibility

&Sustainability Report, are enclosed to this Boards Report. Various statutory reports, information, certificates etc., in terms of the Companies Act, 2013, SEBI (Listing Obligations

&Disclosure Requirements) Regulations, 2015, DPE Guidelines on Corporate Governance for CPSEs and other applicable statutory provisions, are enclosed to the Boards Report

Acknowledgement

Your Directors thank the Government of India, State Governments, different Ministries Particularly Administrative Ministry i.e. Ministry of Housing and Urban Affairs (MoHUA), Ministry of Finance (MoF), Department of Public Enterprises (DPE), Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) for their co-operation & support.

We appreciate all the business partners, contractors, vendors and consultants in the implementation of various projects of the Company. We acknowledge the untiring efforts and contributions made by the employees at all levels to ensure that the Company continues to grow and excel.

We also appreciate all shareholders for their faith trust and confidence reposed on the Board of Directors of the Company.

	Hemisphere Properties India Limited
	Sd/-
	D Thara
Place: New Delhi	Chairperson & Managing Director
Date: 14.08.2025	(DIN: 01911714)