డైరెక్టర్ల నివేదిక Hemisphere Properties India Ltd.

Your Directors are pleased to present the 22nd Annual Report together with the Audited Financial
Statements of the Company for the financial year ended March 31, 2026

Financial Performance

The financial highlights of your Company for the Financial Year 2025-26 are briefly mentioned
below to give an overview of accomplishments on all fronts:

^ in lakhs

Operations & State of Affairs of the Company

In the financial year 2025-26 your Company continued to navigate a challenging financial
landscape, recording a net loss of ^ 1122.01 lakhs as against the loss of ^ 751.85 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 the challenges faced during the year, the Company continued to pursue focused initiatives
aimed at optimising the utilisation of its assets and generating sustainable revenue. During FY
2025-26, the Company generated ^99.24 lakh as rental income, reflecting its continued efforts to
derive value from its existing assets. The Company presently holds a substantial land portfolio of
approximately 739.69 acres across four States and five key locations in India, and monetisation
and optimal utilisation of these land assets remain a key strategic priority.

As part of its land monetisation initiatives, the Company initially floated a Request for Proposal
(RFP) for monetisation of approximately 88 acres of land through sale of plots. Pursuant thereto,
an e-auction was conducted on October 3, 2025; however, the auction did not result in a successful
outcome.

Subsequently, with a view to improving marketability and maximising value realisation, the
Company adopted a revised monetisation strategy by offering the land as a single consolidated
parcel. Accordingly, a fresh RFP was floated on February 18, 2026, with the reserve price fixed at
^600 crore. After closing of financial year, the e-auction was conducted on May 12, 2026, and
following a competitive bidding process, the land parcel was successfully auctioned for ^640.50
crore, representing a premium of ^40.50 crore over the reserve price.

Following completion of the bidding process and requisite approvals, the Letter of Acceptance
(LoA) has been issued to the successful bidder. The consideration amount of ^640.50 crore is to
be received in tranches in accordance with the terms and conditions stipulated in the RFP
document. Upon receipt of the entire consideration and fulfilment of the applicable terms and
conditions, the Sale Deed shall be executed in favour of the successful bidder.

The successful auction represents a significant milestone in the Company’s asset monetisation
journey and demonstrates its continued focus on unlocking the value embedded in its land
portfolio. The Company will continue to explore appropriate monetisation and development
opportunities for its remaining land assets with the objective of enhancing asset utilisation and
creating long-term value.

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:

The Company 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
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, New Delhi

The Greater Kailash land parcel, measuring 69.46 acres, is one of the most premium and
strategically important properties in HPIL’s 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 capital’s 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.The parcel is a vacant,
undeveloped landholding in an upscale South D elhi locality, with good connectivity to the capital''s
central business districts, cultural hubs and established residential neighbourhoods. It is
regarded as one of the highest per-acre value holdings in HPIL''s portfolio. 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. The Company
continues to pursue these matters with diligence, recognizing that resolution will significantly
enhance the potential monetization of this prestigious asset.

The Padianallur (Chennai) land parcel, admeasuring approximately 53.04 acres, is situated in the
northern part of Chennai, Tamil Nadu. The site enjoys good connectivity through the Chennai-
Vijayawada Highway, which further connects to the Chennai Outer Ring Road. It is also located
approximately 14.5 km from Korattur Railway. The surrounding areas include Red Hills,
Ambattur, Madhavaram and Puzhal, which are established residential and commercial locations.

The land parcel is zoned as Mixed Residential under the Chennai Metropolitan Area (CMA) Master
Plan 2026. The property is secured by a boundary wall of approximately seven feet in height and
is free from encroachments, with round-the-clock security arrangements in place. The land is
moderately vegetated and presently remains undeveloped. Considering the predominantly
residential character of the surrounding area, its connectivity and location, the parcel has
potential for residential development as well as other permissible uses, including data centre
facilities, subject to applicable statutory and regulatory approvals. The Company has paid stamp
duty in respect of the land parcel. The mutation/patta transfer process had earlier been initiated;
however, the application was not accepted by the State Revenue Authority in view of pending
litigation concerning possession of the land. During the year, one of the related litigation matters
was disposed of by the Hon’ble High Court. Consequently, the Company has reinitiated the
mutation process with the concerned Revenue Authority, and the matter is presently under
consideration.

The Company continues to undertake necessary steps for regularisation of the revenue records
and effective management of the property. Given its strategic location, connectivity and
development potential, the Padianallur land parcel continues to represent an important asset
within the Company''s land portfolio and offers significant potential for future monetisation.

The Pune land parcel, admeasuring approximately 524 acres, is the largest landholding in HPIL’s
portfolio and represents a significant asset monetisation opportunity for the Company. The land
is spread across four villages—Dighi, Kalas, Bopkhel and Bhosari—and is strategically located
along the Pune-Alandi Road. Its proximity to Pune International Airport, Pune Railway Station
and the major industrial and IT hubs of Pune further enhances the development and monetisation
potential of the property. The land is secured, fenced and demarcated, with no encroachments.
The property also includes two existing buildings, namely Opal A2 and Renaissance, which were
constructed prior to the disinvestment of VSNL. The surrounding area includes establishments of
Tata Communications Limited and STT Global Data Centres India Pvt. Ltd., reflecting the strategic
importance of the location within an established commercial and digital infrastructure ecosystem.
The ownership of the entire land parcel has been updated in the Revenue Records, with mutation
completed for approximately 524 acres. Municipal records in respect of the Bopkhel portion have
also been updated, while necessary applications in respect of the remaining villages are being
pursued with the concerned authorities.

As part of its strategy to unlock the value of the Pune landholding, the Company appointed Jones
Lang LaSalle Property Consultants (India) Private Limited (JLL) as Transaction Advisor. A
significant milestone in the monetisation process was the change in land use of the identified land
situated at Bopkhel from Public/Semi-Public (PSP) to Residential. Thereafter, a tentative layout
plan was approved under the Unified Development Control and Promotion Regulations (UDCPR),
2020, facilitating the monetisation of the land. Further, the Company has paid an amount of
^130.56 crore towards premium charges levied for regularization of the transfer of the concerned
land parcel and approval of sale of land was received from the Competent Authority. During the
year, the Company initially undertook monetisation of approximately 88 acres of land at Bopkhel
by offering the land through individual plots. Pursuant to the Request for Proposal (RFP), an e-
auction was conducted on October 3, 2025; however, the auction did not result in a successful
outcome.

Subsequently, based on market assessment and with a view to enhancing bidder participation and
maximising value realisation, the Company revised its monetisation strategy and decided to offer
the identified land as a single consolidated parcel. Accordingly, a fresh RFP was floated on

The e-auction for aforesaid RFP

was conducted on May 12, 2026 i.e after closing of financial year and, following a competitive
bidding process, the land parcel was successfully auctioned for ^640.50 crore, representing a
premium of ^40.50 crore over the reserve price. Following completion of the bidding process and
requisite approvals, the Letter of Acceptance (LoA) has been issued to the successful bidder. The
sale consideration of ^640.50 crore shall be received by the Company in tranches in accordance
with the terms and conditions of the RFP document. Upon receipt of the entire consideration and
fulfilment of the stipulated conditions, the Sale Deed shall be executed in favour of the successful
bidder.

The successful e-auction marks a significant milestone in HPIL''s asset monetisation programme.
For the remaining Pune landholding, the Company continues to evaluate appropriate
development and monetisation strategies, including the potential for Integrated Township
Development comprising residential, commercial, institutional and other permissible uses, with
the objective of unlocking the long-term value of this strategically located land asset.

The Halisahar land parcel, admeasuring approximately 35.19 acres, is situated in North 24
Parganas, West Bengal, and comprises three contiguous land pockets. The property is accessible
through Bizpur Workshop Road and Kabiguru Rabindra Path. The neighbourhood is
predominantly residential, interspersed with small-scale timber industries and erstwhile jute
mills, providing potential for planned development.

The land parcel falls under Commercial category. It is free from encroachments and litigation and
is appropriately secured. The mutation of the land in the name of Company has been completed
in the Revenue Records, and the property tax records have also been updated in the name of the
Company. These measures have strengthened the documentation and readiness of the land parcel
for future development and monetisation.Jones Lang LaSalle Property Consultants (India) Private
Limited (JLL), appointed as Transaction Advisor through a competitive process, has undertaken a
detailed assessment of the property and evaluated various development and monetisation
alternatives. Based on the feasibility assessment, development of gated residential plots has
emerged as one of the potential options, considering demand from Halisahar, Kalyani and the
surrounding areas, as well as the mid-segment residential market of Kolkata.

During the year, the Company continued to undertake measures aimed at improving the
accessibility, security and overall readiness of the property. The Central Public Works Department
(CPWD) has been entrusted with the care and maintenance of the land parcel. Preparatory works,
including clearing of vegetation, construction of a security guard room and development of
internal access/kuccha roads, have been undertaken to facilitate inspection and effective
management of the property.The Company continues to evaluate appropriate development and
monetisation strategies for the Halisahar land parcel, taking into consideration its location,
prevailing land use, market potential and applicable regulatory requirements. These initiatives
are aimed at unlocking the value of the property in a structured and commercially viable manner.

Chattarpur Land Parcel, New Delhi

The Chhatarpur land parcel, admeasuring approximately 58.00 acres, is strategically located on
Mandi Road in South Delhi, approximately 1 km from Chhatarpur Metro Station-and around 15
km from Indira Gandhi International Airport. The site enjoys excellent connectivity to Central and
South Delhi as well as Gurugram and is situated adjacent to the properties of C-DOT and Tata
Communications Limited. The fair value of the land parcel is approximately ^730.81 crore.

The land is presently designated as Public & Semi-Public (PSP) under the Master Plan for Delhi
(MPD)-2021. The property is secured by boundary walls on three sides, while the boundary
adjoining Tata Communications Limited has been duly demarcated with poles at regular intervals.
Ownership of the land has been updated in the Revenue as well as Municipal records in the name
of the Company. With a view to unlocking the development and monetisation potential of this
strategically located asset, the Company undertook a demand discovery exercise to assess the
feasibility of farmhouse development, which indicated encouraging market interest. Accordingly,
HPIL submitted an application to the Delhi Development Authority (DDA) on October 28, 2022,
seeking change in land use from Public & Semi-Public (PSP) to Residential (Farm Housing). The
requisite surveys, maps and supporting documents have been submitted to the concerned
authority, and the application is presently under consideration, pending finalisation of the Master
Plan for Delhi 2041.

Given its premium location, strong connectivity and proximity to established residential and
commercial areas of South Delhi and Gurugram, the Chhatarpur land parcel has significant
development and monetisation potential. The Company continues to pursue the proposed change
in land use with the concerned authorities and will evaluate suitable monetisation opportunities
upon receipt of the requisite approvals.

Revenue

During the year, the Company earned rental income from Tata Communications Limited and STT
Global Data Centres for the use of its land at Pune for access purposes. The Company also owns
two buildings at its Pune land parcel, where renovation and refurbishment works were
undertaken to improve their usability and facilitate productive utilisation of the assets. During the
year, one of these buildings was leased to a Government Department.

Valuation of land Parcels

During the financial year 2025-26, there were no material changes in the condition, usage or other
relevant circumstances of the properties that would warrant a revision in their existing valuation.
Further, considering the limited availability of comparable market transactions, the valuation
determined during the previous valuation exercise has been considered appropriate for the
financial year 2025-26.

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, 2026.

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 Polity and the same is available on Company’s 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 2024-25 & 2025-26

Capital Expenditure

Capital expenditure of approximately ^43.79 lakh was incurred during the year primarily towards
capital works and improvements relating to the Company’s land parcels and related
infrastructure."

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, 2026.
During the year, paid up Share Capital of Company is ^ 540,00,00,000 (Rupees Five Hundred
Forty Crore only) . As on March 31, 2025, the Company paid up preference share capital is 130
crore comprising of 13 crores, 0.01% Cumulative Redeemable Preference Share Capital of ^10
each, held by the Promoter i.e the President of India acting through the Ministry of Housing &
Urban Affairs. Further, the Company allotted 5 crore 0.01% Cumulative Redeemable Preference
Share Capital on 16.04.2025 of ^10 each and 7.5 crore 0.01% Cumulative Redeemable Preference
Sh -26. The

shares are unlisted in nature.

Accordingly, as on March 31, 2026 , the Company paid up preference share capital is 255 crore
comprising of 25.50 crores, 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. 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 Eight 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 2025-26 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

The Company has not declared any dividend which has remained unpaid or unclaimed for the
period prescribed under Sections 124 and 125 of the Companies Act, 2013. Accordingly, no
amount was required to be transferred to the Investor Education and Protection Fund during the
year. Shares lying in the IEPF account pursuant to the Scheme of Arrangement and Reconstruction
are disclosed separately, as applicable.

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

Subsequent to the close of the financial year, the Company completed the e-auction process in
respect of the identified Bopkhel land parcel and issued the Letter of Acceptance to the successful
bidder, subject to fulfilment of the terms and conditions of the RFP. Except for the aforesaid
development, no other material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year and the date of this Report.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the Company during the FY
2025-26.The President of India through Ministry of Housing & Urban Affairs is holding as on
March 31, 2026 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 2025-26, the Company contributed an amount of ^36.09 lakhs to the
National Exchequer, which included ^21.27 lakhs towards direct taxes and ^14.81 lakhs towards
GST. In the previous financial year, the total contribution to the National Exchequer was
*37.931akhs.

Deposits

During the FY 2025-26, your Company has not accepted any deposit and no principal or interest
was outstanding as on March 31, 2026.

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 Company''s 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 2025-26

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 Auditor''s Report

The Statutory Auditors have audited the standalone financial statements of the Company for the
financial year 2025-26 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

The Company had constituted an Audit Committee in terms of Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. However, during the year, due to
non-availability of the requisite number of Independent Directors on the Board, the composition
and/or quorum requirements of the Committee could not be fully complied with. The detailed
position is disclosed in the Corporate Governance Report and Secretarial Audit Report forming
part of the Annual Report.

Number of Meetings of Board of Directors

There were 7 (seven) Board meetings held in the FY 2025-26. 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

During the financial year 2025-26, certain changes took place in the composition of the Board of
Directors of the Company. The details of appointments, cessations and other changes in the Board
of Directors and Key Managerial Personnel during the year are set out hereunder.

As on March 31, 2026, the Board of the Company comprised six (6) Directors. The composition of
the Board and the details of Directors who held office during the financial year 2025-26 are
provided below:

The Strength of Board of Directors of the Company as on March 31, 2026 was 6 (six) Directors
comprising of 2 Executive & 3 Non-Executive Director and 1 Independent Director

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, the Company 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

In accordance to the order dated April 21, 2025, the tenure of appointment of Sh. G R Kanakavidu,
Independent Director completed on April 20, 2026. Further, the Administrative Ministry i.e.
Ministry of Housing & Urban Affairs vide its order dated April 21, 2026 has appointed Sh. Suchit
Goyal (DIN : 11053229) as Director on the Board and Sh. Rajeev Kumar Das (DIN: 07730466)
ceased to be director from the same order.

None of the Company’s 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 persons are the Key Managerial Personnel of the Company for the financial year
2025-26 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 April 21, 2025 appointed Shri G R
Kanakavidu (DIN 09471091) as Independent Director on the Board of Company. The tenure of
abovementioned Independent Directors ended on April 20, 2026.

The Independent Director of the Company, in the opinion of the Board, possesses integrity and
the requisite expertise and experience.

Performance Evaluation of Directors

Pursuant to the notification dated June 5, 2015 issued by the Ministry of Corporate Affairs,
Government of India, Government Companies are exempted from complying with the provisions
of Section 134(3)(p) of the Companies Act, 2013 relating to formal annual evaluation of the
performance of the Board, its Committees and individual Directors. Your Company, being a Central
Public Sector Enterprise (CPSE), is covered under the aforesaid exemption. Further, the
appointment/nomination of Directors, including Independent Directors, on the Board of the
Company is made by the Government of India. Accordingly, the particulars relating to formal
annual performance evaluation of the Board, its Committees and individual Directors have not
been included in this Report.

Declaration by Independent Director

The Independent Director during Financial Year 2025-26 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 Director of the 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 the Independent Director was convened on January 28, 2026.
Since only one Independent Director was on the Board during the relevant period.

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 Ravi Kumar Arora, Director (DIN : 09217881) 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, Sh.
Pradeep Kumar Jha, Sh. Shyam Lal Poonia & Sh. Suchit Goyal, Directors having been appointed as
additional directors shall hold directorship upto the 22^nd Annual General Meeting of the

Company and are eligible for appointment as Director at the Meeting.

Cessation of Director

Upon completion of his tenure, Shri G. R. Kanakavidu ceased to be an Independent Director on the
Board of the Company as on April 20, 2026. Further, pursuant to the order of the Ministry of
Housing & Urban Affairs (MoHUA) dated February 17, 2026, Smt. Tanvi Garg and Smt. Manasi
Sahay Thakur ceased to be Directors on the Board of the Company with effect from the said date.

Shri Rajeev Kumar Das also ceased to be a Director on the Board of the Company pursuant to the
order of the Ministry of Housing & Urban Affairs dated April 21, 2026.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, brief profiles of the Directors proposed to be appointed/re-
appointed, including details of their expertise in specific functional areas, directorships held in
other companies and membership/chairmanship of Committees of the Boards, as applicable, are
provided in the Explanatory Statement/Annexure forming part of the Notice of the Annual General
Meeting.

Business Responsibility and Sustainability Report.

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR), as applicable to the Company, forms part of the
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.

Investor Relations

The Company remains committed to maintaining high standards of transparency, accuracy and
timely dissemination of information to its shareholders and other stakeholders. During FY 2025¬
26, HPIL continued to ensure compliance with the applicable disclosure requirements under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable
statutory and regulatory provisions. The Company recognises effective and timely communication
with investors as an integral part of sound corporate governance. Accordingly, all material
information and developments concerning the Company are disseminated in a fair, transparent
and timely manner through the Stock Exchanges and other prescribed channels, enabling
shareholders and stakeholders to remain appropriately informed about the affairs of the
Company.

The Company’s corporate website, (www.hpil.co.in.) serves as an important platform for
communication with shareholders and other stakeholders. The dedicated "Investors" section of
the website provides access to relevant information, including financial results, annual reports,
statutory disclosures, notices, announcements, shareholding information, policies and other
information required to be disclosed under applicable laws and regulations. HPIL continues to
ensure that all material information having a bearing on the operations, performance or securities
of the Company is disclosed promptly to the Stock Exchanges and simultaneously made available
on the Company’s website, wherever applicable. Through these initiatives, the Company
endeavours to strengthen stakeholder confidence and uphold the principles of transparency,
accountability and good corporate governance.

Corporate Social Responsibility (CSR):

Based on the criteria prescribed under Section 135 of the Companies Act, 2013, determined with
reference to the immediately preceding financial year, the provisions relating to Corporate Social
Responsibility were not applicable to the Company during FY 2025-26. Accordingly, the Company
was not required to constitute a CSR Committee or incur CSR expenditure during the year.

Internal Financial Controls and their adequacy with reference to Financial Statements

The Company has in place an adequate system of Internal Financial Controls (IFC) with reference
to financial statements, commensurate with the nature and scale of its operations. The internal
control framework is designed to ensure the orderly and efficient conduct of business, adherence
to established policies and procedures, safeguarding of the Company''s assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records, and timely
preparation of reliable financial information.

The Company remains committed to maintaining a robust internal control environment
supported by well-defined systems and processes, sound governance practices, a vigilant finance
function and an independent Internal Audit mechanism. The internal controls and processes are
periodically reviewed with a view to ensuring their continued adequacy and effectiveness.

During the financial year ended March 31, 2026, the Internal Financial Controls of the Company
were reviewed by the Internal Auditors. Based on such review, the internal financial controls,
including operational controls, were considered adequate and operating effectively in all material
respects.

The Statutory Auditors also examine the Internal Financial Controls over financial reporting in
accordance with the applicable provisions of the Companies Act, 2013. Any significant audit
observations and findings, including those relating to financial, operational and internal control
matters, are periodically placed before and reviewed by the Audit Committee of the Board, which
provides appropriate guidance and oversight for strengthening the internal control framework of
the Company.

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

All Related Party Transactions entered into by the Company during FY 2025-26 were in the
ordinary course of business and on an arm’s length basis, except as otherwise disclosed in the
Financial Statements. Necessary approvals were obtained in accordance with the applicable
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The particulars
required to be disclosed in Form AOC-2 are annexed to this Report, to the extent applicable.The
policy on materiality of related party transactions is available on the Company''s website, at the
www.hpil.co.in.

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, 2026.
The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the
financial year 2025-26 is annexed to this Report.

Risk Management

The Company recognises that effective risk management is integral to the achievement of its
strategic and operational objectives. In compliance with the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to

time, and the DPE Guidelines on Corporate Governance for Central Public Sector Enterprises
(CPSEs), the Company has in place a Board-approved Risk Management Policy.

The Company has adopted an updated Risk Management Policy, 2024, duly approved by the Board
of Directors, which provides a structured framework for identification, assessment, mitigation,
monitoring and reporting of risks. The Policy seeks to ensure that significant risks associated with
the Company’s operations are identified in a timely manner and appropriate mitigation measures
are implemented and periodically reviewed.

Considering the nature of the Company''s business, particularly the management, development
and monetisation of its land assets, the Company is exposed to various internal and external risks,
including regulatory and policy-related risks, delays in statutory approvals, land title and revenue
record-related matters, litigation, market conditions and other risks associated with the real
estate sector.The Company has constituted a Board-level Risk Management Committee (RMC),
which oversees the implementation of the Risk Management Policy and periodically reviews the
key risks faced by the Company. The Committee also reviews the adequacy and effectiveness of
mitigation measures and recommends appropriate action plans and strategies for managing risks
in the short, medium and long term.The risk management framework broadly encompasses risk
identification, analysis and evaluation; formulation and implementation of mitigation measures;
monitoring, review and reporting; and communication and consultation with the relevant
stakeholders. Risk management is integrated with the Company’s business planning, decision¬
making and review processes to facilitate informed decision-making and safeguard the Company’s
assets and interests.The Company continues to strengthen its internal control and risk
management framework with a focus on compliance with applicable laws and regulations,
protection of its assets, reliability of financial reporting and achievement of its strategic and
financial objectives. The key risks and concerns specific to the Company and the measures
adopted to address them are further discussed 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, 2026 , 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) Certificate 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 Company''s 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 e-mail addresses are registered with
the Company, Registrar and Share Transfer Agent or the Depositories, as applicable. 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 M/s
Aggarwal & Rampal (FRN 003072N) , Chartered Accountants as Statutory Auditors of the
Company for the financial year 2025-26. The Statutory Auditors have audited the Financial
Statements of the Company for the financial year ended March 31, 2026.

The 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 2026-27, 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.

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 2025-26 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 FY 2025-26, 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.

Secretarial Audit Report

The Company is required to annex to the Board''s 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.

Management''s Comments on the Auditors’ Report

The Management’s reply to the observations of the Secretarial Auditors is as under:

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

The Comptroller and Auditor General of India, vide letter dated July 24,2026, communicated ''Nil''
comments on the audited financial statements

Code of Business Conduct & Declaration

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 2025-26.

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 Company’s 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 2025-26
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 & Digital Initiatives

In furtherance of the "Green Initiative" of the Ministry of Corporate Affairs (MCA) and in
accordance with the applicable provisions of the Companies Act, 2013, the Company continues to
send the Notice of AGM, Annual Report and other communications electronically to members
whose email addresses are registered with the Company/Depositories.The Company is also
providing remote e-voting facility to its members and will conduct the AGM through Video
Conferencing (VC)/Other Audio-Visual Means (OAVM), in accordance with the applicable
provisions. Detailed instructions for e-voting and participation in the AGM are provided in the
Notice of AGM.Members who have not registered their email addresses are requested to
register/update the same with their respective Depository Participant or the Company’s Registrar
& Share Transfer Agent.

Prevention of Sexual Harassment at Workplace

The Company is committed to providing a safe and conducive working environment free from
sexual harassment. In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, constitution of an Internal Committee is
applicable to establishments having ten or more employees.

Since the Company has fewer than ten employees, the requirement for constitution of an Internal
Committee is presently not applicable. However, the Company remains committed to complying
with the applicable provisions of the Act and ensuring appropriate redressal of any complaint of
sexual harassment. During the year under review,details of complaints are as under:

(i) number of complaints of sexual harassment received - Nil;

(ii) number of complaints disposed of during the year - Nil; and

(iii) number of cases pending for more than ninety days - Nil.’’

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:

Human Resources

As on date of report, the Company had a lean workforce comprising five (5) personnel engaged to
support its key operational and administrative functions. The Company presently does not have
any personnel appointed against regular positions. The existing workforce is commensurate with
the Company''s current operational requirements and facilitates efficient and effective
management of its activities. Activities relating to the development, maintenance and security of
its land parcels are largely undertaken through the Central Public Works Department (CPWD) and
other professional agencies/consultants, as required.

Being a Central Public Sector Enterprise (CPSE), the Company remains committed to complying
with the applicable Government guidelines and Reservation Policy in respect of future
recruitment and appointments, including reservation for SC, ST, OBC, Persons with Disabilities
(PwDs), Ex-servicemen and other eligible categories, as applicable.

Pursuant to the exemptions available to Government Companies under the Companies Act, 2013,
the provisions of Section 134(3] (e] relating to disclosure of the Company’s policy on Directors’
appointment and remuneration, including criteria specified under Section 178(3), are not
applicable to the Company.

Further, the applicable provisions of Section 197 of the Companies Act, 2013 relating to
managerial remuneration are exempted in respect of Government Companies. Accordingly,
disclosures relating to the ratio of remuneration of each Director to the median remuneration of
employees and other particulars prescribed under Section 197(12) read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not
applicable to the Company.

Other Disclosures

i. There was no change in the nature of business of the Company during the financial year 2025¬
26.

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 2025-26

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 Company complies with the applicable provisions of the Maternity Benefit Act, 1961, to
the extent applicable."

xii. 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 of the Company is may be accessed at website link
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 Board’s 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 Board’s 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.

The Board also places on record its appreciation to the shareholders for their continued faith, trust
and confidence reposed in the Company.

For and on Behalf of
Hemisphere Properties India Limited

Sd/-

D Thara

Place: New Delhi Chairperson & Managing Director

Date: 11.08.2026 (DIN: 01911714)

Your Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Financial Statements of your Company for the financial year ended on March 31, 2024.

1. PERFORMANCE HIGHLIGHTS

1.1 Summary of performance

The highlights of performance of your Company for the financial year 2023-24, with comparative position of previous year’s performance, were as under:

^ in lakhs

1.2 Financial performance & State of Affairs of the Company

This year your Company recorded net loss of ^981.85 lakhs as against the loss of ^647.31 lakhs during the previous financial year. The Company is in loss due to steady revenue generation and expenses on maintenance of land parcels. The detailed expenditures incurred during the year can be seen on the Financial statements annexed to this report.

The Company has initiated activities for generation of income from available resources. The Company has generated income of ^52.28 lakhsfrom rentals in financial

year 2023-24..The Company is working to utilise the land parcel of total 739.69 acres located in 4 states and 5 locations in India.

1.3 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:

This parcel is of 524 acres and it is located on Alandi road, Dighi, Pune and falls under four Villages:

a. Dighi

b. Kalas

c. Bopkhel

d. Bhosari

The land parcel is sharing boundary with Tata communication Limited, STT Global data centres India Pvt Ltd.

The land parcel is in defined shape and also it includes two buildings Namely Opal A2 and Renaissance who were built before the Disinvestment of VSNL and vacant open.

The land is properly fenced and demarcated. As on date there are no encroachment on this land parcel. We have deployed TCL security on this land parcel to prevent encroachment. There are some litigation pertaining to this land which are still going on.

It has excellent visibility from twenty-four-meter-wide Pune-Alandi road and can be easily reachable from Pune International Airport and Pune Railway Station by BRT buses and local commutes.

The land of 524 acres of land falls under 4 villages namely Bhopkhel, Kalas, Bhosari and Dighi. The mutation in name of HPIL for Pune land parcel has been completed in Revenue Records and for Bhopkhel Village the name of HPIL is updated in Municipal Authorities and for remaining villages applications are filed with Municipal Authorities.Request for Proposal (RFP) for selection of Transaction Advisor for Pune land vide RFP dated 12.07.2023 and LoA was issued on 17.08.2023 to Jones Lang LaSalle Consultants (India) Pvt. Ltd. (JLL).For improving outreach and access demand of Pune Land a Stakeholders'' Meet, 2023 was successfully organized under the Chairpersonship of CMD (HPIL)/AS (CV, AMRUT) in Pune on 05.07.2023. An overwhelming interest of officials from Real estate Companies, Education sector and other industries were received.Demarcation of entire land of 524 acres and separate demarcation of 88 acres for Bhopkhel Village falling in 524 acres has been completed.On the basis of recommendation of Transaction Advisor and Board of HPIL, application with Municipal Authorities has been filed for change in land use from PSP to Residential for area of 88 acres (approx) in Pune falling under Bhopkhel Village. Land use of Pune Bhopkhel Village (88 acres) changed from PSP to Residential through Municipal Authorities vide order dated 19.12.2023.Further, with the approval of Board, a layout of land in Bhopkhel as per the guidelines of

Unified Development Control and Promotion Regulations for Maharashtra State-2020 (UDCPR) has been prepared by Transaction Advisor and the same has been filed with Municipal Authorities. Once approval of Municipal Authorities is received, further approval of Board will be obtained and the land parcel shall be monetized in transparent manner.

Halishahar, Kolkata Land (35.19 acres)

The land measuring 35.19 acre, located at Halisahar, North 24 Parganas, West Bengal.The Site is located very near to Bagmore which is situated at northern part of Halisahar. The land parcel is positioned in such a way that it has access of 8 - meter from Bizpur Workshop Road and connected to Kabuguru Ravindra path via narrow local road from northern side. The Site locality is predominantly consisting of residential zone, small scale timber industries, dilapidated jute mills with limited clustered commercial and mixed used activities. The Site is easily reachable by roads and has excellent connectivity via bus, train and other tertiary transportation services.

There are several water bodies present within the site. The land is free from Encroachment and proper security is deployed. There is no ongoing litigation on this land.

The land parcel falls under Commercial, water body and bank of water body land use categories.

As per due diligence conducted, Considering the upward trend for independent houses. The land Parcel is feasible to develop gated residential plots where target segment will be resident of Halisahar & Kalyani and mid segment buyers from Kolkata.The mutation of Kolkata Land parcel is completed in Revenue and Municipal Authorities. Request for Proposal (RFP) for selection of Transaction Advisor for Kolkata land vide RFP dated 26.10.2023 and Transaction Advisor was engaged on 15.02.2024.A feasibility Study by Transaction Advisor was submitted and after coordination, the land is registered in the name of HPIL. Due to lots of shrubs the detailed survey is pending. CPWD is directed to take necessary actions for clearing bushes and making road for proper inspections.

Greater Kailash (69.46 acres), Delhi

TheGreater Kailash land parcel measures 69.46 acres and is situated near the outer ring road, New Delhi. It is a vacant parcel with good connectivity, just 20 kilometres from the airport.

The site is one of the most expensive land parcels owned by the company and is designated as Public & Semi Public in the Masterplan of Delhi 2021.

Fencing has been done to demarcate the land, and a digital survey of the site has already been done.Greater Kailash Land parcel: it is informed that the demarcation of this entire land parcel has not been conducted since there is on-going litigations.

HPIL land parcel measuring 58 acres situated near the C-DOT and TCL on mandi road, Chattarpur, New Dclhi.The site is around 1 km from Chattarpur metro station and 600m away from MG road which provide excellent connectivity to all the prominent location to NCR, primarily to central Delhi, south Delhi and Gurgaon. The IG1 airport is about 15km from the site.The neighborhood of land parcel comprises of buildings of low-rise format and farmhouses. The land is under Public & Semi Public use in the Masterplan of Delhi 2021. The land is completely secure from encroachment by means of boundary wall from three side at its periphery. Land partition between TCL and HPIL is done by fixing poles at every 10m in fourth side.The Company has updated its name in the Revenue and Municipal Records in Delhi. Further, for monetization of land at Chattarpur, the Company conducted demand discovery exercise for Farmhouses land and identifying potential buyers. After receiving positive response, an application dated 28.10.2022 for changing the land use from Public Semi Public to Residential (Farmhousing) was filed with Delhi Development Authority (DDA). The required documents such as maps, surveys etc. were completed and also given to DDA for approving the application. It was further informed that it is pending as DDA Master Plan for Delhi 2041 has not been approved as yet.

The land is admeasuring to 53.04 acres and it is located at Padianallur, Chennai, Tamil Nadu.

The Site is located in northern part of the city. It is primarily accessible via 26 m wide Kolkata-Chennai National Highway that further connects to Chennai Outer Ring Road and nearest railway station is Korattur which is approx.14.5 km away and nearest metro station is Thirumangalam metro station which is located at a distance of approx. 16.5 km. The prominent areas around the site are Red hills, Puzhal, Ambattur, Madhavaram, Perungavur, Gandhi Nagar, Sholavaram, Pothur and Kesarwadi etc. The Site region enjoys good connectivity with other parts of the city via well laid road and metro network.

The land parcel is an undeveloped land falling under Mixed Residential zoning as per the Master Plan of CMA -2026. The land parcel is moderately populated with trees and plant. The site locality is easily reachable by road. The locality is predominately a residential zone with majorly with limited clustered commercial and mixed used activities. The land is properly demarcated with approximately 7 feet high boundary wall. As on date there are no encroachment on this land parcel. We have deployed security on this land parcel to prevent encroachment. Based on market assessment, the site could be used for Residential Group Housing Project with Affordable development

grade & Data centre with multiple incentives, is another typology recommended. The Company filed application of mutation with Revenue Authorities and after submission of documents and multiple visits, the stamp duty was paid. However, the Revenue Authority rejected the application of patta transfer as there is an ongoing litigation with State of Tamil Nadu over the possession of land. A review application has also been filed by the Company against the order.

Further, the stamp duty of ^7.73 crores has been paid for Chennai land parcel and the updation in Land records is pending with Competent Authority of Padianullur, Chennai.

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.

Valuation of land Parcels

The Company through NBCC and Transaction Advisor conducted valuation as on 31.03.2024 as under:

2. TRANSFER TO RESERVES

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

3. 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, 2024.

4. CAPITAL EXPENDITURE

Capital Expenditure of ^243.25 lakhs approx, was incurred during the year mainly on maintain the land.

5. 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, 2024.

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 Company has 13 crore 0.01% Cumulative Redeemable Preference shares of ^ 10 each to the Promoter i.e President of India acting through Ministry of Housing & Urban affairs.

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

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 in the authorized, issued, subscribed and paid-up equity share capital of the Company during the year. Further, the Company has not issued any shares with differential voting right/ Sweat Equity Shares during the year underreport.

6. 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].

7. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

As equity shares of the Company were got listed in October 2020, in compliance of the provisions of Section 124 andl25 of the Companies Act, 2013, Company is not required to transfer any amount of dividend remained unpaid or unclaimed to Investor Education & Protection Fund (IEPF], as a period of 7 years has not elapsed from the date it became due for payment.Accordingly, no shares were required to be transferred to IEPF account.

However, the Company allotted shares to IEPF account as per the Scheme of Arrangement and Reconstruction.

8. CONTRIBUTION TO NATIONAL EXCHEQUER

During the financial year 2023-24, the Company contributed an amount of *33.93 lakhs to the National Exchequer, which included *21.73 lakhs towards direct taxes and *12.20 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was *25.991akhs.

9. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 during FY 2023-24..

10. CHANGE IN NAME OF THE COMPANY

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

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE 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 relates and the date of the report.

Besides abovementioned points, there is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and as on the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

13. DISINVESTMENT BY GOVERNMENT OF INDIA

There was not any disinvestment by the Government of India (GOI) in the company during the financial year 2023-24.President of India through Ministry of Housing & Urban Affairs is holding as on March 31, 2024 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of theCompany.

14. PRESIDENTIAL DIRECTIVE(S)

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

15. 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 2023-24.

16. MANAGEMENT EXPLANATION ON STATUTORY AUDITOR''S REPORT

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2023-24 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.

17. 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/.

18. 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.

19. DETAILS OF 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.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Details of changes in Directors & Key Managerial Personnel Appointment

During period under review, the Company as on March 31, 2024, has 7 Directors and following is the detail of the Board of Directors during the year:

The Strength of Board of Directors of the Company as on March 31, 2024 was 7 (Seven] Directors comprising of 5 (Executive & Non-Executive Director] and 2 Non-Executive Independent Directors.

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.

None of the Company''s 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.

ii. Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the financial year 2023-24 are:

• Ms. D Thara, Chairperson & Managing Director

• Mr. BhaveshSingla Chief Financial Officer

• Ms Lubna Company Secretary

iii 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.

iv. Retirement of Directors by Rotation:

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 .Mr. Suvasish Das, Directorshall be eligible to retire by rotation and offers to re-appoint.

v. Appointment of Director

In accordance with applicable statutory provisions and Articles of Association of the Company, Ms. Tanvi Garg , IAS having been appointed as additional director shall hold directorship upto the 20th Annual General Meeting of the Company and are eligible for appointment as Director at the Meeting.

vi. Cessation of Director

Mr. Diwakar Kumar Barnwal who was appointed as director in Company was ceased to be Director through the order of Ministry of Housing & Urban Affairs.

The Board of Directors appreciated for the valuable services rendered as well as advice and guidance provided by Mr. Diwakar Kumar Barnwal 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 theperson holds directorship along with the membership of the Committees of the Board are given in the explanatory statement/ annexure to the Notice.

21. AUDIT COMMITTEE

The Company has in place a Board Level Audit Committee in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the details in respect of which are given in the Corporate Governance Report. All the issues are fairly and transparently deliberated in the meetings which are held at regular intervals. The views and suggestions of the Board Level Audit Committee members are taken into account and imbibed into the Company''s processes. Further, there has been no instance where the Board of Directors have not accepted the recommendation of the Board Level Audit Committee.

22. DECLARATION BY INDEPENDENT DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Declaration under Section 149(6) of the Companies Act, 2013 pertaining to criteria of independence has been given by the Independent Directors to the Board of Directors. In the opinion of the Board, the Independent Directors possess integrity and necessary expertise & experience.

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 29 May, 2023 and all the Independent Directors were present.

23. RETIRING DIRECTOR(S) AND SEEKING APPOINTMENT REAPPOINTMENT AT THE AGM

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suvasish Das, Director shall retire by rotation at the ensuing 20^th AGM of the Company and being eligible, offers himself for re-appointment. Brief resume and other particulars of Mr. Suvasish Das, Director is annexed tothe Notice of AGM forming part of this Annual Report.

24. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT.

The Listing Regulations mandates the inclusion of the Business Responsibilityand Sustainability Report part of the Annual Report for the top 1000 listed entities based on market capitalization. A detailed report of BRSL is annexed forming part of this Annual Report as Annexure II.

25. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the Board were held 4 (four] times during the financial year 2023-24 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.

26. EVALUATION OF BOARD OF DIRECTORS/INDEPENDENTDIRECTORS

As per Section 134 [3] [p] of the Companies Act 2013, the Board’s Report of a Listed Company shall include a statement indicating the manner of formal annual evaluation of Board, individual directors etc. A statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

However, the Ministry of Corporate Affairs vide its notification dated June 5, 2015 has, inter alia, exempted Government companies from the above requirement, 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.

Accordingly, Further, in line with above exemptions, Sub-Sections (2J, (3] & (4] of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies, the Company is inter-alia exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the Administrative Ministry.

27. 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. Stakeholder & 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.

28. 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.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR) & SUSTAINABLE DEVELOPMENT

The provisions of Companies Act, 2013 for Corporate Social Responsibility are not applicable on the Company and accordingly policies and initiatives are not applicable.

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO FINANCIAL STATEMENTS

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, 2024.The Company has also approved Internal Financial Control Policy in board meeting held on 28.05.2024.

31. 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 -IV to this report.

32. PARTICULARS OF LOANS, GUARANTEES OR 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.

33. 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 Company''s website, at the www.hpil.co.in.

All related party transactions that were entered into during the financial year ended 31st March, 2024 were on an arm’s 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 31st March, 2024. The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the financial year 2023-24 is annexed to this Report.

34. RISK MANAGEMENT

In compliance of SEBI Regulations, 2015 &amendments thereof and DPE guidelines on Corporate Governance for CPSEs, BHEL 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 mitigationand regular review & monitoring.

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.

Risk management forms an integral part of the business planning and review cycle. The Company’s risk management initiatives are designed to overview the main risks known to your Company, which could hinder it in achieving its strategic and financial business objectives. The objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company’s financial reporting and its related disclosures like businesses, objectives, revenues, income, assets, liquidity or capital resources. The risk factors are specified in Management Discussion and Analysis Report annexed with the Annual report.

35. 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, 2024, 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 aairs 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.

36. 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-III 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-III.

A Practicing Company Secretary has examined and certified your Company''s 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 2023-24, 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.

37. AUDITORS

i. Statutory Auditors

The Comptroller and Auditor General of India under Companies Act 2013, appointed 2023-24, M/s Dhruv Aggarwal& Co LLP (FRN N500365/ 005469N) .Statutory Auditors of your Company for the financial year 2023-24 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2024.

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 2024-25, 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 2023-24 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, a firm of Company Secretaries in Practice

to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as to this report.

38. MANAGEMENT''S COMMENTS ON THE AUDITORS'' REPORT

The management''s reply to the observations of the Secretarial Auditors is as under:

39. COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG)

The Comptroller & Auditor General (C&AG] of India, vide letter(s) dated August 07, 2024 have given ‘NIL’ comments on the Audited Financial Statements of the Company for the financial year ended March 31, 2024 under Section 143(6](a] of the Companies Act, 2013. The comments of C&AG for the financial year 2023-24 have been placed along with the report of Statutory Auditors of the Company in this Annual Report

40. 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 2023-24.

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 Company''s 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 2023-24 is placed as Annexure to Corporate Governance Report.

41. 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 Mr. Bhavesh Singla, CFO was placed before the Board of Directors. The same is enclosed as Annexure of Corporate Governance Report.

42. GREEN DRIVE

The Companies Act, 2013 permits companies to senddocuments like Notice of Annual General Meeting, AnnualReport etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of ''Green Initiative'' of the Ministry of Corporate Affairs (MCA] and effected electronic delivery of Notices and Annual Reports 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 providingvoting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM]. The Company will also be conducting the AGM this year through videoconferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM.Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA] of the Company ortheir respective Depository Participant (DP] and take part inthe green initiative of Company.

43. 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.

44. 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 durine the vear is as follows:

45. HUMAN RESOURCE

As on date the Company has 5 (five) full time employee engaged on contractual basis. Further the Company being a Central Government Public Sector Undertaking needs to observe/ have Reservation policy for engagement or appointment of employees in the Company. However, the Company as on date does not have any permanent employees and in future the reservation policy for various categories such as SC/ST/OBC/ PwDs/ Ex-servicemen shall be duly followed.

46. OTHER DISCLOSURES

i. There was no change in the nature of business of the Company during the financial year 2023-24.

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 SEB1 (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 2023-24

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.

47. ANNEXURES TO BOARD''S 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 Board''s Report. Various statutory reports, information, certificates etc., in terms of the Companies Act, 2013, SEBI

(Listing Obligations &Disclosure Requirements] Regulations, 2015, DPE Guide lineson Corporate Governance for CPSEs, 2010 and other applicable statutory provisions, are enclosed to the Board''s Report

48. ACKNOWLEDGEMENT

The Board of Directors sincerely express their appreciation to the Ministry of Housing &

Urban Affairs, Ministry of Finance, Ministry of Corporate Affairs, Department of Investmentand Public Asset Management, Department of Public Enterprises, Reserve Bank of India, Securities &Exchange Board of India, National Stock Exchange of India Limited,BSE Limited, National Securities Depository Limited, Central Depository Services (India) Limited and the Comptroller& Auditor General of India for their invaluable guidance and support.

The Board of Directors extend their heartfelt thanks to all shareholders, investors, lenders and bondholders for their unwavering confidence in the Company. The Board of Directors also acknowledge and appreciate the trust placed in the Company by everyone.

The Board of Directors are appreciative of the dedication and support provided by the employees. Statutory Auditors, Secretarial Auditors and other professionals associated with the Company.

For and on behalf of the Board of Directors of Hemisphere Properties India Limited

Sd/-

D Thara

Place: New Delhi Chairperson & Managing Director

Date: 13.08.2024 (DIN: 01911714)

The Directors have pleasure in presenting the 19 ^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended on March 31, 2023.

1. PERFORMANCE HIGHLIGHTS1.1 Summary of performance

The highlights of performance of your Company for the financial year 2022-23, with comparative position of previous year’s performance, were as under:

1.2 Financial performance & State of Affairs of the Company

This year your Company recorded net loss of ^647.31 lakhs as against the loss of ? 1486.05 lakhs during the previous financial year. The Company is in loss due to steady revenue generation in the Company. The detailed expenditures incurred during the year can be seen on the Financial statements annexed to this report.

The Company has initiated generation of activities for generation of income from available resources. The Company has generated income from rentals in financial year 2022-23 is ? 200.20 lakhs.

The Company has initiated the activities for Pune Land parcel and approval with several Competent Authorities is pending for Chattarpur land. The Company is working to utilise the land parcel of total 739.69 acres located in 4 states and 5 locations in India.

1.3 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. The Company on the recommendations in Due Diligence report further advertised to ascertain the market demand of farmhouses in Chattarpur land parcel of 58 acres the application for approval of change in permissible land use pending with the Competent Authority. During the period under review, the company has updated its land records for Chattarpur land parcel with Municipal Corporation of Delhi.

Further to generate revenue, the Company empanelled Real Estate Companies for providing Transaction Advisory Services to Company. The Company is floating Request for Proposal for engaging Transaction advisor in Pune Land parcel.

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

The Company during the period under review completed the mutation for Pune Land Records and Chennai Land parcel. The stamp duty of ? 7.73 crores has been paid for Chennai land parcel and the updation in Land records is pending with Competent Authority of Padianullur, Chennai.

The application for Kolkata mutation has been filed and is with concerned Block Land Records Office.

The Company in May, 2022 conducted the valuation of land parcels of Company through Insolvency and Bankruptcy Board of India, Registered Valuers. It is informed that the rate is as per the fair market value based on various approved valuation approaches. The valuation is as under:

2. TRANSFER TO RESERVES

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

3. 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, 2023.

4. CAPITAL EXPENDITURE

Capital Expenditure of ? 68.51 lakhs approx. was incurred during the year mainly on maintain the land.

5. 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, 2023.

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 Company has 13 crore 0.01% Non-Cumulative Redeemable Preference shares of ? 10 each to the Promoter i.e President of India acting through Ministry of Housing & Urban affairs in Board meeting held on 17.05.2021 and 12.11.2021.

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 in the authorized, issued, subscribed and paid-up equity share capital of the Company during the year. Further, the Company has not issued any shares with differential voting right/ Sweat Equity Shares during the year underreport.

6. LISTING OF SHARES AND PAYMENT OF LISTING FEE

The Company has paid annual listing fee for the financial year 2023-24 in respect of its equity shares listed at BSE Limited(BSE) and National Stock Exchange of India Limited (NSE).

7. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION & PROTECTION FUND

As equity shares of the Company were got listed in October 2020, in compliance of the provisions of Section 124 and125 of the Companies Act, 2013, Company is not required to transfer any amount of dividend remained unpaid or unclaimed to Investor Education & Protection Fund (IEPF), as a period of 7 years has not elapsed from the date it became due for payment. Accordingly, no shares were required to be transferred to IEPF account.

However, the Company allotted shares to IEPF account as per the Scheme of Arrangement and Reconstruction.

8. CONTRIBUTION TO NATIONAL EXCHEQUER

During the financial year 2022-23, the Company contributed an amount of ? 25.99 lakhs to the National Exchequer, which included ? 17.60 lakhs towards direct taxes and ?8.39 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was ? 39.27 lakhs.

9. DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. CHANGE IN NAME OF THE COMPANY

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

11. CHANGE IN THE NATURE OF BUSINESS

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

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE 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 relates and the date of the report.

The Company received loan of ? 10 crore (Rupees Ten crore only) in Financial Year 2021-22 from the Government of India (GoI) at the suggested rate of interest by the GoI and other terms & conditions.

Besides abovementioned points, there is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and as on the date of this report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

14. DISINVESTMENT BY GOVERNMENT OF INDIA

There was not any disinvestment by the Government of India (GOI) in the company during the financial year 2022-23.The President of India through Ministry of Housing & Urban Affairs is holding as on March 31, 2023 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of the Company.

15. PRESIDENTIAL DIRECTIVE(S)

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

16. MANAGEMENT EXPLANATION ON STATUTORY AUDITOR’S REPORT

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2022-23 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.

17. 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/.

18. 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.

19. DETAILS OF 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.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. During period under review, the Company as on March 31, 2023, has 7 Directors and following is the detail of the Board of Directors:

The Strength of Board of Directors of the Company as on March 31, 2023 was 7 (Seven) Directors comprising of 5 (Executive & Non-Executive Director) and 2 NonExecutive Independent Directors.

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.

None of the Company’s 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.

ii. Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the financial year 2022-23 are:

iii 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.

iv. Retirement of Directors by Rotation:

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 Ravi Kumar Arora shall be eligible to retire by rotation and offers to re-appoint.

21. DECLARATION BY INDEPENDENT DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Independent Directors have submitted declarations that each of them fulfill the criteria of independence as provided in Section 149(6) of the

Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

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 10 February, 2023 and all the Independent Directors were present.

22. RETIRING DIRECTOR(S) AND SEEKING APPOINTMENT REAPPOINTMENT AT THE AGM

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Ravi Kumar Arora, Director shall retire by rotation at the ensuing 19^th AGM of the Company and being eligible, offers himself for re-appointment. Brief resume and other particulars of Shri Ravi Kumar Arora, Director is annexed to the Notice of AGM forming part of this Annual Report.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT.

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

24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the Board were held 6 (Six) times during the financial year 2022-23 For further details of the number and dates of meetings of the Board thereof held during the financial year 2022-23 indicating the number of meetings attended by each Director, please refer to the Report on Corporate Governance as which forms part of this Report.

25. EVALUATION OF BOARD OF DIRECTORS/INDEPENDENTDIRECTORS

As per the statutory provisions, a listed company is required to disclose in its Board’s Report, a statement indicating the manner in which formal annual

evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

However, the Ministry of Corporate Affairs vide its notification dated June 5, 2015 has, inter alia, exempted Government companies from the above requirement, 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.

Accordingly, Further, in line with above exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies, the Company is inter-alia exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the Administrative Ministry.

26. 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. Stakeholder & 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.

27. 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.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) & SUSTAINABLE DEVELOPMENT

The provisions of Companies Act, 2013 for Corporate Social Responsibility are not applicable on the Company and accordingly policies and initiatives are not applicable.

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO FINANCIAL STATEMENTS

Your 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, 2023.

30. 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 -IV to this report.

31. PARTICULARS OF LOANS, GUARANTEES OR 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.

32. 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 Company’s website, at the www.hpil.co.in.

All related party transactions that were entered into during the financial year ended 31st March, 2023 were on an arm’s 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 31st March, 2023. The particulars of Related Party Transactions required to be disclosed in Form AOC-2 for the financial year 2022-23 is annexed to this Report.

33. RISK MANAGEMENT

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.

Risk management forms an integral part of the business planning and review cycle. The Company’s risk management initiatives are designed to overview the main risks known to your Company, which could hinder it in achieving its strategic and financial business objectives. The objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company’s financial reporting and its related disclosures like businesses, objectives, revenues, income, assets, liquidity or capital resources. The risk factors are specified in Management Discussion and Analysis Report annexed with the Annual report.

34. 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, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. CORPORATE GOVERNANCE

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-III.

A Practicing Company Secretary has examined and certified your Company''s 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 2022-23, in terms of exemption granted by MCA vide General Circular No. 02/2022, dated 05.05.2022 read with General Circular No. 02/2021 dated 13th January, 2021, General Circular No. 20/2020 dated 5th May, 2020; General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated13th April, 2020 and by SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020,

SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022, 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.

36. AUDITORS

• Statutory Auditors

The Comptroller and Auditor General of India under Companies Act 2013, appointed 2022-23, M/s Dhruv Aggarwal& Co LLP (FRN N500365/ 005469N) ,Statutory Auditors of your Company for the financial year 2022-23 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2023.

Further, the Statutory Auditors for the financial year 2022-23, M/s Dhruv Aggarwal & Co LLP is appointed by the Comptroller & Auditor General (C&AG) of India. 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 2022-23, as may be appointed by C&AG.

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

• 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

• Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2021 -22 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

• 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, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report from the auditor is annexed as to this report.

The Secretarial Auditor as well as the Auditor who has given Corporate Governance Compliance certificate had given observations in their report regarding matters during the year related to board composition, not having adequate number of independent directors and non compliance with Regulation 25 (10) SEBI (LODR) Regulations, 2015.

37. MANAGEMENT’S COMMENTS ON THE AUDITORS’ REPORT

The management’s reply to the observations of the Secretarial Auditors is as under:

38. COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG)

The Comptroller & Auditor General (C&AG) of India, vide letter(s) dated August 03, 2023 have given ‘NIL’ comments on the Audited Financial Statements of the Company for the financial

year ended March 31, 2023 under Section 143(6)(a) of the Companies Act, 2013.

The comments of C&AG for the financial year 2022-23 have been placed along with the report of Statutory Auditors of the Company in this Annual Report

39. 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 2022-23.

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 Company’s website 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 2022-23 is placed as Annexure to Corporate Governance Report.

40. 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 Sh. Bhavesh Singla, CFO was placed before the Board of Directors. The same is enclosed as Annexure of Corporate Governance Report.

41. GREEN INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report etc. through electronic means to its members at their registered email addresses. As a responsible corporate citizen, the Company has actively supported the implementation of ‘Green Initiative’ of the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports 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 to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The Company will also be conducting the AGM this year through videoconferencing / other audio-visual means. Members can refer to the detailed instructions for e-voting and electronic participation in the AGM, as provided in the Notice of AGM. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail addresses with the Registrar and Share Transfer Agent (R&TA) of the Company or their respective Depository Participant (DP) and take part in the green initiative of Company.

41. PREVENTION, PROHIBITION AND REDRESSAL AGAINST HARASSMENT OF WOMEN EMPLOYMENT

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (‘Act’) and rules made there under. The Prevention of Sexual Harassment (POSH) do not applicable on your company. However, the Company would take every complaint seriously and there are no complaints on sexual harassment at workplace received during the period under review.

42. 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:

43. HUMAN RESOURCE

As on date the Company has 5 (five) full time employee engaged on contractual basis.

Further the Company being a Central Government Public Sector Undertaking needs to observe/ have Reservation policy for engagement or appointment of employees in the Company. However, the Company as on date does not have any permanent employees and in future the reservation policy for various categories such as SC/ST/OBC/ PwDs/ Ex-servicemen shall be duly followed.

44. OTHER DISCLOSURES

i. There was no change in the nature of business of the Company during the financial year 2022-23.

ii. The Company has not accepted any public deposits during the financial year 2022-23

iii. 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 ofRelated 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.

iv. The Company has not bought back any of its securities during the year under review.

v. The Company has not issued any sweat equity shares during the year under review.

vi. No bonus shares were issued during the year under review.

vii. The Company has not provided any stock option scheme to the employees.

viii. 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

ix. Compliance with Secretarial Standards: The Company adhered to the provisions of applicable Secretarial Standards I & II during the financial year 2022-23

x. 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.

xi. 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.

xii. 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.

45. ANNEXURES TO BOARD’S 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 Board’s 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, 2010 and other applicable statutory provisions, are enclosed to the Board’s Report

46 ACKNOWLEDGEMENT

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. We thank the Government of India, Ministry of Corporate Affairs, Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI), our banker & advisors etc. and look forward to their continued support. Your Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors of Hemisphere Properties India Limited

Sd/-D Thara

Chairman, Managing Director

Place: New Delhi (^DIN: ^01911714)

Date: 11.08.2023

The Board of Directors of your Company are pleased to present the 18^th Annual Report of the Hemisphere Properties India Limited (‘Company/HPIL’), together with the Audited Financial Statements for the financial year ended 31^st March, 2022 and performance of the company, other disclosure requirement which form part of the Directors’ Report are included in other Section of Annual Report Details on information incorporated by reference are generally set out under the relevant topics in the Directors’ Report.

1. Financial Performance & Highlights

1.1 Results

1.2 Results of Operations & State of Affairs of the Company

This year your Company recorded net loss of ?1486.05 lakhs as against the loss of ? 745.34 lakhs during the previous financial year. The Company is in loss due to steady revenue generation in the Company. The loss is doubled due to increase in mobilization of funds to initiate the operations of Company. The detailed expenditures incurred during the year can be seen on the Financial statements annexed to this report.

The Company has initiated the several plans to generate revenues from operations on the land of Company of total 739.69 acres located in 4 states and 5 locations in India. We assures that these resources will be utilized at its best capabilities.

2. 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. After the years approvals and due process the land was finally hived off into Company.

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 Company floated the Expression of Interest for Data Centre(s) on Chattarpur & Chennai Land parcels of Company of 58 acres & 53.04 acres respectively. The few Companies showed the interest to collaborate with Company and further for ascertaining the feasibility it was agreed by the Management to conduct Due Diligence of Pune, Kolkata, Chennai, Chattarpur & Greater Kailash.

NBCC (India) Ltd was engaged for conducting due diligence of all land parcel. It was recommended in the report that having data centre on Chattarpur & Chennai Land parcels may not the best revenue model due to various challenges.

The Board based on the recommendations in Due Diligence report further advertised to ascertain the market demand of farmhouses in Chattarpur land parcel of 58 acres. The Company received over 100 online applications both individuals and body corporate who are willing to buy plots for Farmhouses purpose.

The Management is dedicatedly focusing on pre-requisite activities such as Demarcations; Mutations of land parcel, approvals from various Authorities, Departments and alignment in land use to fulfil the requirement of Farmhouses.

Simultaneously, the similar activities for Pune, Chennai, Greater Kailash and Chennai are in process and some of the application of mutation is in final phases.

The major Challenge faced by Company in the period under review is demarcation and mutation applications filed with the Revenue Authorities and impact of Covid-19 due to which majority of offices are restricted to approach for few months of previous financial year. The Company is also planning to lease out/developing some portions of land of Pune which is of 524 acres and few of the proposal is under evaluation.

The Company during period under review, has raised approx. ? 140.00 crore by way of loan and issuance of Non-Cumulative Redeemable Preference Shares to President of India acting through Ministry of Housing & Urban Affairs.

As on date, the Company has conducted the valuation of land parcels of Company through certified Registered Valuers. It is informed that the rate is as per the fair market value based on various approved valuation approaches. The valuation is as under:

3. Impact of Pandemic COVID-19

During the unfortunate waves of mutant variant of Corona virus in India has severely affected the lives of the Indians and Global citizens. The world suffered a great loss of lives of their near and dear ones. The Company has adopted measures to control the spread of virus to protect the health of employees and related offices. The pandemic impacted the operations slightly due to which the work with local Government Department is behind the schedule. The work from home culture is also inculcated also social distancing, minimum use of paper was promoted in the Company.

4. Transfer To Reserves

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

5. 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, 2022.

6. Capital Structure

As on March 31, 2022, the authorized share capital of the Company was ? 100,000,000,000 (Rupees Ten Thousand Crores only) of ? 10/- (Rupees 10)each under which 9000,000,000 (Nine Hundred Crore) are Equity shares and 1,000,000,000 (One Hundred Crore) Preference shares.

During the year, the Paid up Equity share capital was ? 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)each which is further increased to ? 415,00,00,000 (Rupees Four Hundred and Fifteen Crores only) after issuance of 13 crore 0.01% Non-Cumulative Redeemable Preference shares of ? 10 each to the Promoter i.e President of India acting through Ministry of Housing & Urban Affairs in Board meeting held on 17.05.2021 and 12.11.2021. 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)

Apart from mentioned above, There is no other change in the authorized, issued, subscribed and paid-up equity share capital of the Company during the year. Further, the Company has not issued any shares with differential voting right/ Sweat Equity Shares during the year under report.

7. Listing of shares and payment of listing fee

The Company has paid annual listing fee for the financial year 2022-23 in respect of its equity shares listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

8. Transfer of unclaimed Dividend and Shares to Investor Education & Protection Fund

As equity shares of the Company were got listed in October 2020, therefore, in compliance of the provisions of Section 124 and 125 of the Companies Act, 2013, Company is not required to transfer any amount of dividend remained unpaid or unclaimed to Investor Education & Protection Fund (IEPF), as a period of 7 years has not elapsed from the date it became due for payment. Accordingly, no shares were required to be transferred to IEPF account.

However, the Company allotted shares to IEPF account as per the Scheme of Arrangement and Reconstruction.

9. Contribution to National Exchequer

During the financial year 2021-22, the Company contributed an amount of ? 39.27 lakhs to the National Exchequer, which included ? 27.22 lakhs towards direct taxes and ?12.04 lakhs towards GST. In the previous financial year, the total contribution to the National Exchequer was ? 44.32 lakhs.

10. Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Change in Name of the Company

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

12. Change in the Nature of Business

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

13. Material Changes and Commitment if any Affecting the Financial Position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the 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 relates and the date of the report.

14. Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s Operations in future:

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

15. Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the company during the FY 2021-22.The President of India through Ministry of Housing & Urban Affairs is holding as on March 31, 2022 was 14,56,96,885 equity shares i.e. 51.12% of total paid up equity share capital of the Company.

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

There were no comments issued by the office of the C&AG either on Standalone Financial Statements of the Company for the year 2021-2022 or on supplementary audit conducted under section 143(6)(a) [and also read with Sec 129(4)] of the Companies Act, 2013. The NIL comments issued by CAG on Standalone Financial Statements are annexed with the report.

17. Management Explanation on Statutory Auditor’s Report

The Statutory Auditors have audited the standalone financial statements of the Company for the financial year 2021-22 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.

18. 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/.

19. 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.

20. Details of 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.

21. Directors and Key Managerial Personnel

i. During the period under review following appointment & cessations were made:

The Strength of Board of Directors of the Company as on March 31, 2022 was 8 (eight) Directors comprising of 6 (Executive & Non-Executive Director) and 2 Non-Executive Independent Directors.

• All the Directors on the Board are appointed by Ministry of Housing & Urban Affairs.

• In accordance with the Order of Ministry of Housing & Urban Affairs, Shri. Amit Kataria ceased to be Director of the Company and Dr. Madhu Rani Teotia was appointed as Director effective from 12.10.2021.

• The Administrative Ministry vide order dated 29.11.2021 & 20.01.2022, appointed Dr. Sunita Chandra & Shri G R Kanankavidu as Non-Official Independent Director on the Board of Company and same was taken on record by the Board. The Independent Director, in the opinion of the Board, appointed during the FY 2021-22 possess integrity, requisite expertise and experience.

ii. Retirement of Directors by Rotation:

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.

iii. Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2021-22 are:

• Ms. D Thara , Chairperson & Managing Director

• Sh. Bhavesh Singla Chief Financial Officer

• Ms Lubna Company Secretary

The Company conducted special Board 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.

22. Declaration by Independent Directors and Meeting of Independent Directors

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 11 February, 2022 and all the Independent Directors were present.

23. Training of Directors

Your Company undertakes on-boarding training for its Independent Directors to initiate them to the organization and its various operations including strategy, organization structure, human resource, technology, risk management etc.

During the FY 2021-22, Your Company has conducted the familiarization programme and provided them outbound trainings to make them abreast about the latest developments in Corporate Governance to gain deeper insights into their roles and Responsibilities.

The company has made the arrangement for internal training/outbound trainings of Independent Directors. The Company’s website www.hpil.co.in.

24. Business Responsibility Report

The Listing Regulations mandates the inclusion of the BRR as part of the Annual Report for the top 1000 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report as Annexure II.

25. Number of Meetings of the Board Of Directors

Meetings of the Board were held 7 (Seven) times during the financial year 2021-22. For further details of the number and dates of meetings of the Board thereof held during the financial year 2021-22 indicating the number of meetings attended by each Director, please refer to the Report on Corporate Governance as Annexure III which forms part of this Report.

26. Evaluation of Board of Directors/Independent Directors

As per the statutory provisions, a listed company is required to disclose in its Board’s Report, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and individual Directors has been made and the criteria for performance evaluation of its Independent Directors, as laid down by the Nomination and Remuneration Committee.

However, the Ministry of Corporate Affairs vide its notification dated June 5, 2015 has, inter alia, exempted Government companies from the above requirement, 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.

Accordingly, Further, in line with above exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies, the Company is inter-alia exempted in terms of the above notifications, as the evaluation of performance of all members of the Board of the Company is being done by the Administrative Ministry.

27. 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. Stakeholder & 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 as Annexure III which forms part of this Report.

28. 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.

29. Corporate Social Responsibility (CSR)

The provisions of Companies Act, 2013 for Corporate Social Responsibility are not applicable on the Company and accordingly policies and initiatives are not applicable.

30. Internal financial controls with reference to Financial Statements

Your 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. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed.

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, 2022.

31. Certificate on Corporate Governance

As per regulation 34(3) of the SEBI (LODR) Regulations, 2015 and DPE guidelines, a separate section on Corporate Governance practices followed by your Company together with a certificate from Rahul Chaudhary & Associates, Company Secretaries in Practice, on compliance with the Corporate Governance norms is annexed and forms part to this report

32. 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 this report .

33. Particulars of Loans, Guarantees or 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.

34. 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 only and are not material in nature. 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 Company’s website, at the link https://www.hpil.co.in/wp-content/uploads/2022/07/POLICY-TO-DETERMINE-MATERIALITY-OF-EVENT.pdf.

All related party transactions that were entered into during the financial year ended 31st March, 2022 were at an arm’s length basis and in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. However, 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 31st March, 2022. Accordingly, particulars of Related Party Transactions entered with related parties on arm length basis required to be disclosed in Form AOC-2 is forming part of this report.

35. Risk Management

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.

Risk management forms an integral part of the business planning and review cycle. The Company’s risk management initiatives are designed to overview the main risks known to your Company, which could hinder it in achieving its strategic and financial business objectives. The objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company’s financial reporting and its related disclosures like businesses, objectives, revenues, income, assets, liquidity or capital resources. The risk factors are specified in Management Discussion and Analysis Report.

i. Risk Management Committee

As per the requirement of SEBI (LODR) Regulations, 2015, the Company is having a Board level Risk Management Committee. The particulars of Committee, its terms of reference, meetings held, etc. are stated in the Corporate Governance Report forming part of this Report. The Company has a well laid down Risk Management system to identify, evaluate risks and opportunities. The said system seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk management system defines the risk management approach across the enterprise in various business activities. The risk factors helps in Company’s functioning and the Board of Directors are being regularly apprised about the status of various risk elements and the mitigation plans for the same.

The Company in the Board Meeting held on 17.05.2021 constituted the Risk Management Committee (RMC) of the Company .The key function of the RMC is to monitor various risks and also to suggest action for mitigation of risks arising in the operation and other related matters of the Company.

> The Company has identified its various risks and has taken appropriate steps to mitigate them. The Role & Responsibility of Committed discussed are as under:

> To assess the Company’s risk profile and key areas of risk associated functioning of Company .

> To recommend the Board and adoption of risk assessment and procedure for minimization of risk.

> To articulate the Company’s policy for the oversight and management of business risks.

> To examine and determine the sufficiency of the Company’s internal processes for reporting on and managing key risk areas.

> To assess and recommend the Board acceptable levels of risk.

> To develop and implement a risk management framework and internal control system.

> To review the nature and level of insurance coverage, if any..

> To have special investigations into areas of corporate risk and break-downs in internal control.

> To set appropriate risk management measures to cope with different situations

> To review the adequacy and effectiveness of risk management policy and system as well as the compliance with the established policy.

> To report regularly to the Board of Directors about the management, operation, risk status, changes and areas of improvement to ensure the compliance with the Company’s policy and strategy.

> To appoint a risk management working group as necessary.

> To provide the risk management working group with necessary factors, such as personnel, budget and other resources as per the scope of their responsibilities.

> To exercise oversight of management’s responsibilities, and review the risk profile of the organization to ensure that risk is not higher than the risk appetite determined by the board.

> To ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

> To assist the Board in setting risk strategies, policies, frameworks, models and procedures in liaison with management and in the discharge of its duties relating to corporate accountability and associated risk in terms of management assurance and reporting.

> To review and assess the quality, integrity and effectiveness of the risk management systems and ensure that the risk policies and strategies are effectively managed.

> To review and assess the nature, role, responsibility and authority of the risk management function within the Company and outline the scope of risk management work.

> To ensure that the Company has implemented an effective ongoing process to identify risk, to measure its potential impact against a broad set of assumptions and then to activate what is necessary to pro-actively manage these risks, and to decide the Company’s appetite or tolerance for risk.

> To ensure that a systematic, documented assessment of the processes and outcomes surrounding key risks is undertaken at least annually for the purpose of making its public statement on risk management including internal control.

> To oversee formal reviews of activities associated with the effectiveness of risk management and internal control processes. A comprehensive system of control should be established to ensure that risks are mitigated and that the Company’s objectives are attained.

> To review processes and procedures to ensure the effectiveness of internal systems of control so that decision-making capability and accuracy of reporting and financial results are always maintained at an optimal level.

> To monitor external developments relating to the practice of corporate accountability and the reporting of specifically associated risk, including emerging and prospective impacts.

> To provide an independent and objective oversight and view of the information presented by the management on corporate accountability and specifically associated risk, also taking account of reports by the Audit Committee to the Board on all categories of identified risks facing by the Company.

> To review the risk bearing capacity of the Company in light of its reserves, insurance coverage, guarantee funds or other such financial structures.

> To fulfill its statutory, fiduciary and regulatory responsibilities.

> To ensure that the risk awareness culture is pervasive throughout the organization.

> To review issues raised by Internal Audit that impact the risk management framework.

> To ensure that infrastructure, resources and systems are in place for risk management is adequate to maintain a satisfactory level of risk management discipline.

> Perform other activities related to risk management as requested by the Board of Directors or to address issues related to any significant subject within its term of reference.

> The Committee has powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary

> To Monitor and issues related to cyber securities.

36. 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, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Report on Corporate Governance

The Company is fully committed to promote and establish a fair, transparent and ethical system of Corporate Governance. The Company ensures transparency in all its operations with special emphasis on financial prudence, accountability and ensuring customers/stakeholder’s satisfaction. As per requirements of the SEBI (LODR) Regulations, 2015 and DPE guidelines on Corporate Governance, a report on Corporate Governance is made part of the Director’s Report as Annexure III.

38. Auditors

• Statutory Auditors

The Comptroller and Auditor General of India under Companies Act 2013, appointed 202122, M/s Dhruv Aggarwal & Co LLP (FRN N500365/ 005469N) ,Statutory Auditors of your Company for the financial year 2021-22 by the Comptroller & Auditor General (C&AG) of India. The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2022. The notes on the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

Further, the Statutory Auditors for the financial year 2022-23, M/s Dhruv Aggarwal & Co LLP is appointed by the Comptroller & Auditor General (C&AG) of India.

• 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

• Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2021 -22 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

• Secretarial Auditors

M/s Hemant Singh & Associates, Company Secretaries (Certificate of Practice No. 6370), New Delhi, were appointed as Secretarial Auditors for carrying out Secretarial Audit of the Company for the financial year 2021-22. In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, they have issued Secretarial Audit Report for the financial year 2021-22 and the same is annexed to this Report

39. Management’s Comments on the Auditors’ Report

The Statutory Auditors have audited the standalone financial statements of the Company for financial year 2021-22 and have given their reports without any qualification, reservation, adverse remark or disclaimer. The Auditors’ Report(s) are forming part of this Annual Report.

The Secretarial Auditors of the Company have given an unqualified report for the financial year 2021-22. However, they have certain observations relating to composition of the Board and its Committees. The management’s reply to the observations of the Secretarial Auditors is as under:

40. Comments of Comptroller and Auditor General of India (CAG)

The Comptroller & Auditor General (C&AG) of India, vide letter(s) dated 16 August, 2022 has given ‘Nil’ comments on the Audited Financial Statements of the Company for the year ended March 31, 2022 under Section 143(6)(a) of the Companies Act, 2013. The Comments of C&AG for the financial year 2021-22 have been placed along with the report of Statutory Auditors of the Company in this Annual Report.

41. Compliance with Secretarial Standards

The Company adhered to the provisions of applicable Secretarial Standards I & II during the financial year 2021-22.

42. Code of Business Conduct-Declaration by the Chairman & Managing Director (CMD)

Declaration by CMD on compliance of the “Code of Business Conduct and Ethics for Board Members and Senior Management” for the year 2021-2022 is placed as Annexure to Corporate Governance Report.

43. 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 Sh. Bhavesh Singla, CFO was placed before the Board of Directors. The same is enclosed as Annexure of Corporate Governance Report.

44. Prevention, Prohibition and Redressal against Harassment of Women Employment

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and rules made there under.

The Prevention of Sexual Harassment (POSH) do not applicable on your company. However, the Company would take every complaint seriously and there are no complaints on sexual harassment at workplace received during the period under review.

45. Other Disclosures

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any sweat equity shares during the year under review.

c. Bonus shares

No bonus shares were issued during the year under review.

d. Employees stock option Plan.

The Company has not provided any stock option scheme to the employees.

e. 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

43. 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:

44. Particular of Employees

As per provisions of section 197 of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and such other details as may be prescribed in the Directors’ Report. However, as per Notification No. GSR 463(E) dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of section 197 of the Companies Act, 2013. Therefore, the Company being a Government Company, such particulars are not included as part of Directors’ Report. As on date the Company has 5 (five) full time employee engaged on contractual basis.

Further the Company being a Central Government Public Sector Undertaking needs to observe/ have Reservation policy for engagement or appointment of employees in the Company. However, the Company as on date does not have any permanent employees and in future the reservation policy for various categories such as SC/ST/OBC/ PwDs/ Exservicemen shall be duly followed.

45. 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.

ACKNOWLEDGEMENT

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. We thank the Government of India, Ministry of Corporate Affairs, Ministry of Finance, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, the Reserve Bank of India, Securities and Exchange Board of India (SEBI), our banker & advisors etc. and look forward to their continued support. Your Directors look forward to the long term future with confidence.