Hemisphere Properties India Limited — Proxy Solicitation & Information Statement 2022

Aug 26, 2022

Maulana Azad Road, New Delhi 110001 CIN: L70101DL2005GOI132162 v Ff . R f 2 Website: www.hpil.co.in e At F AN sfsar Email: info@hpil.co.in, Tel: 011-23061325 (UR UPR PT SAHA)

Reg. Office Address: HEMISPHERE PROPERTIES INDIA LIMITED Room No. 144, C-Wing, Nirman Bhawan, (A Government of India Enterprise)

HPIL/BS/Stx/2022-23 Dated: 26.08.2022

To, To, Manager, Manager Listing Department Listing Department Mumbai: 400 001 Complex, Bandra (E),

BSE Limited, National Stock Exchange of India Limited P.J. Towers, Dalal Street "Exchange Plaza", Plot No. C/1,G Block, Bandra Mumbai -400 051

Sub.: Notice of ''Postal Ballot" & Calendar Events.

In pursuant to Regulation 23,44 and such other applicable Regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and on the basis of approval and recommendation of Audit Committee and Board of Directors of the Company, the approval of Shareholders is required to be sought through Postal Ballot by electronic means for the agenda stated in the notice enclosed.

Listing Department National Stock Exchange of India Limited "Exchange Plaza", Plot No. C/1,G Block, Bandra Complex, Bandra (E), Mumbai -400 051
Symbol: HEMIPROP Script Code: 543242
Sub.: Notice of ''Postal Ballot" & Calendar Events.
In pursuant to Regulation 23,44 and such other applicable Regulations, if any, of the SEBI Requirements) Obligations Disclosure Regulations, 2015 (including and any statutory (Listing modification(s) or re-enactment(s) thereof, for the time being in force), and on the basis of approval and recommendation of Audit Committee and Board of Directors of the Company, the approval of Shareholders is required to be sought through Postal Ballot by electronic means for the agenda stated in the notice enclosed. Pursuant to the provisions of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, read with the General Circular issued by MCA, the electronic copies of Postal Ballot to those members whose e-mail addresses Notice along with the Explanatory statement will be sent Company/Depositories and whose names recorded in the are registered with the Register of are
Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, August 19 ,2022 ("Cut-off date").
The Company has engaged the services of Central Depository Services (India) Limited to provide remote e-voting facility to tts Members and Shri Rahul Chaudhary, Practicing Company Secretary, acts as Scrutinizer to scrutinize the e-voting process.
The Calendar of events for the above is as under:
Date
Friday, August 19 ,2022
Friday, August 26,2022 Date of completion of dispatch of notice
of commencement of e- Monday, 29" August, 2022 (9.00 a.m)
Tuesday, 27th September, 2022 (5.00 PM) Day, Date and time of ending of e-voting September,
On or before Thursday, 29» 2022

The above is submitted in compliance of Regulation 30 of SEBI (LODR) Regulations, 2015. The Postal Ballot Notice is also available on the Company's website, i.e., www_hpil.co.in

This is for your information and dissemination. Thanking you,

For Hemisphere Properties India Limited

\

Lubna Company Secretary & Compliance Officer

HEMISPHERE PROPERTIES INDIA LIMITED

(A Govt. of India Enterprises) CIN: L70101DL2005GOI]132162 Reg. office: Room No. 144, C-Wing, Nirman Bhawan Maulana, Azad Road, New Delhi 110001 Website: www.hpil.co.in, Email: info@hpil.co.in Tel.: 011-23061325

NOTICE OF POSTAL BALLOT

Dear Member(s),

Notice is hereby given pursuant to Section 108, 110 and other applicable provisions of the Companies Act, 2013, ('the Act'), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ('the Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Secretarial Standards issued by Institute of Company Secretaries of India on General Meetings ('SS-2'), and other applicable provisions of the Act and the Rules, read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17 / 2020 dated April 13, 2020, in relation to extension of framework "Clarification on passing of ordinary and special resolutions by Companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by COVID - 19, General Circular No. 22/ 2020 dated June 15, 2020, General Circular No. 33/ 2020 dated September 28, 2020, General Circular No. 39/ 2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 , General Circular No. 20/ 2021 dated December 08, 2021 , and General Circular No. 3/2022 dated May 05, 2022 in relation to extension of the framework provided in the aforementioned circulars up to 31st December, 2022 ("MCA Circulars"), issued by the Ministry of Corporate Affairs, Government of India, and other applicable laws and regulations, if any, including any statutory modification(s) or reenactment(s) thereof for the time being in force, the resolution appended below is proposed to be passed by the Members through postal ballot, only by way of remote e-voting process ('e-voting').

In accordance with the MCA circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in the Postal Ballot Notice so as to cast their votes electronically not later than 5:00 p.m. IST on Tuesday, 27" September, 2022, the last day fixed for casting the votes electronically. CENTRAL PUBLIC WORK DEPARTMENT (CPWD)

Accordingly, the proposed resolutions together with the explanatory statement setting out the material facts as required under section 102 of the Act, are annexed herewith for consideration of the members.

Special Business

ITEM _NO.1 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION WITH

To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to Regulation 23 and such other applicable Regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and on the basis of approval and recommendation of Audit Committee and Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Material Related Party Transaction(s) entered

or to be entered between the Company and Central Public Work Department (CPWD) for the Financial Year 2022-2023 for proposed value of Rs 15 Crore (Rupees Fifteen Crore Only)"

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things, including approving any amendments and alterations thereto as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval of the Members of Company, or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

NOTES

1. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 setting out all material facts relating to the resolution(s) proposed to be passed through postal ballot is annexed herewith.

2. Shri Rahul Chaudhary, Company Secretary, Proprietor of M/s Rahul Chaudhary & Associates, Company Secretaries in practice has been appointed as the Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of the Postal Ballot shall be final;

3. In compliance with the provisions of section 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the MCA circulars and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is providing the facility to all its members to exercise their right to vote by electronic means as an alternate mode of voting which will enable them to cast their votes electronically, for which necessary arrangements have been made by the Company with M/s Central Depository Services (India) Limited ((CDSL') as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote;

4. In accordance with the MCA circulars, the postal ballot notice is being sent only by electronic mode to those members whose names appear on the Register of Members/ list of beneficial owners as on Friday,19"" August, 2022 ('cut-off date') received from the Depositories and whose e-mail address is registered with the Depositories/ Registrar & Transfer Agents. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelops are not being sent to members for this postal ballot;

5. The Postal Ballot Notice will also be available on the websites of the Stock Exchange(s), Le., www.bseindia.com (BSE Limited) and www.nseindia.com (National Stock Exchange of India Limited),, Company's website at www.hpil.co.in and on the website of the CDSL at www.evotingindia.com;

6. The Members who have not registered their email addresses or there is any change in their registered email address(es), are requested to immediately notify/update their email address with their depository participant, in case the shares are held in dematerialized form and to the Registrar and Transfer Agent, in case the shares are held in physical form by providing the necessary details;

7. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution(s) only through the remote e-voting process. Members whose names appear in the list of beneficial owners provided by Depositories/ Register of members as on the cut-off date will only be considered eligible for the purpose of e-voting;

8. Persons who become member of the Company after the cut-off date, should treat this notice only for information purpose and are not entitled to vote;

9. The voting rights of the members shall be in proportion to their shares in the total paid-up equity share capital of the Company as on the 'Cut-off date';

10. The e-voting period will commence at 9.00 a.m. (IST) on Monday, 29" August, 2022 and ends at 5:00 p.m. (IST) on Tuesday, 27" September, 2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered. Once the vote on a resolution is cast by the members, they shall not be allowed to change it subsequently.

11. All the material documents referred to in the Postal Ballot Notice will be available for inspection electronically until the last date of voting

12. The resolution, if approved shall be deemed to have been passed on the last date of e-voting, i.e., the Tuesday, 27" September, 2022:

13. The Scrutinizer shall after the conclusion of the remote e-voting on or before Thursday, 29" September, 2022, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make scrutinizer's report within the prescribed time. Such report shall contain details of the total votes cast in favour of or against, if any. The Scrutinizer will submit his report to the Chairperson of the Company, or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e- voting. The voting results will be displayed on the websites of the Stock Exchange(s), www.bseindia.com (BSE Limited) and www.nseindia.com (National Stock Exchange of India Limited), Company's website at www.hpil.co.in and on the website of the CDSL at www.evotingindia.com;

INSTRUCTION FOR VOTING

1. Members can vote on the Resolutions only through remote e-voting. Remote e-voting will commence at 9:00 a.m. on the Monday, 29" August, 2022and ends at 5:00 p.m. (IST) on Tuesday, 27" September, 2022, when remote e-voting will be blocked by CDSL;

2. Voting rights will be reckoned on the paid-up value of equity shares registered in the names of the members on Friday, 19" August, 2022 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes; and

3. The Resolutions, if passed, will be deemed to be passed on the last date specified for remote e-voting ie., the 27" September, 2022.

Instructions for shareholders for remote e-voting

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, on evoting facility provided by listed companies, individual shareholders holding securities in demat mode, are allowed to vote through their demat account maintained with depositories and depository participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-voting facility.

In order to increase the efficiency of the voting process, all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants are able to cast their vote without having to register again with E-Voting Service Provider (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in evoting process.

to cast their vote without having to register again with E-Voting Service Provider (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e voting process.
1. Pursuant to above said SEBI circular, Login method for e-voting for Individual shareholders holding securities in Demat mode is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	opted for CDSL's Users who have Easi / Easiest facility, can login i. made password. Option through existing and user their will be id available to reach e-Voting page without any further authentication. The URL for Easi/Easiest are users login to to https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi; After successful login the Easi / Easiest user will be able to see the e li. Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e- Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available at ii. https:/Aveb.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing iv. Demat Account Number and PAN No. from a e-Voting link available www.cdslindia.com home click page on on or https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding ; securities =n mode demat with NSDL

Ifyou are already registered for NSDL IDeAS facility, please visit the e i. Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a Once the home page of e-Services is launched, mobile. click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e- Voting period. registered for IDeAS e-Services, option to register is If the user is not ii. Online https://eservices.nsdl.com. "Register available Select for at IDeAS click "Portal or at https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the iii. URL: https://www.evoting.nsdl.com/ following Personal either on a Computer or on a mobile. Once the home page of e-Voting system is "Login" which launched, under available on icon click the is *Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e Voting service provider website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) through login their Depository Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting Once you click on e-Voting option, you will be redirected to option. NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

1. Login Method For E-Voting And Joining Virtual Meeting For Shareholders Other Than Individual Shareholders Holding In Demat Form & Physical Shareholders.

2. i. The shareholders should log on to the e-voting website www.evotingindia.com.

3. li. Click on "Shareholders" module.
4. iii. Now enter your User ID

5. a. For CDSL: 16 digits beneficiary ID,

6. b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

7. C. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
8. iv. Next enter the Image Verification as displayed and Click on Login.
9. v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
10. vi. If you are a first-time user follow the steps given below:

	For shareholders holding shares in Demat Form than individual anc physical form.
PAN	*PAN Income alpha-numeric Tax Enter your issued by digit 10 Department (Applicable demat shareholders both well for as as physical shareholders) PAN who Shareholders updated have with not their the e Company/Depository requested Participant use are the to Company/RTA number sequence contact sent by or _ Company/RTA.
Dividend Bank Details OR Date of (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records Birth in order to login. If both the details are not recorded with the depository or e company, please enter the member id / folio number in the Dividend Bank details field.

1. After entering these details appropriately, click on "SUBMIT" tab;

2. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential;

3. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice;

4. Click on the EVSN for the relevant on which you choose to vote;

5. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution;

6. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details;

7. After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote;

8. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote;

9. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page; and

10. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Additional facility for Non — Individual Shareholders and Custodians —Remote Voting

• . Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in _ the "Corporates" module.
• . A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• . After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• . The list of accounts linked in the login' should be _ mailed _ to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• . A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• . Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz gr2advisory@gmail.com; , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Login type	Helpdesk details
Shareholders Individual holding securities in Demat mode with CDSL	Members technical facing any login can issue in CDSL helpdesk sending contact request by at a helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Shareholders Individual holding securities in Demat mode with NSDL	Members facing technical any issue login can in NSDL helpdesk sending request contact by at a evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Process for those Shareholders whose email addresses are not registered with the Depositories for obtaining Login Credentials For e-Voting for the Resolutions proposed in this Notice

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to RTA at csg-unit@tcplindia.co.in;

2. For Demat shareholders - please update your email id and mobile no. with your respective Depository Participant; and

3. For individual demat shareholders- please update your email id and mobile no. with your respective Depository Participant which is mandatory while e-voting.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

OTHER INSTRUCTIONS

• 1. The Scrutinizer shall submit the Scrutinizer's Report to the Chairperson & Managing Director of the Company or such other officer duly authorized by the Chairperson & Managing Director. Further, the results of the Postal Ballot will be announced on or before 29" September, 2022and the same will be hosted on website of the Company i.e., www.hpil.co.in, service provider, 1.e., www.evotingindia.com and the same will also be communicated simultaneously to the Stock Exchanges namely BSE Limited and National Stock Exchange of India Limited;
• 1. In case of any queries, please visit Help and Frequently Asked Questions (FAQs) section available at website of the Service Provider i.e., www.evotingindia.com; and
• 1. Members are requested to send all communications relating to shares to Company's Registrar & Share Transfer Agent (R & T Agent) at the following address:

M/s TSR Consultant Private Limited,

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai — 400083 Contact Person: Nandini Nair Tel no: 91 22 6656 8484 E-mail: csg-unit@tcplindia.co.in Website: www.tcplindia.co.in

By the order Board of Directors of

Hemisphere Properties India Limited Sd/- Lubna (Company Secretary & Compliance officer)

Place: New Delhi Dated: 03.08.2022

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 APPROVAL FOR MATERIAL RELATED PARTY TRANSACTION WITH CENTRAL PUBLIC WORK DEPARTMENT (CPWD)

Background, details and benefits of the proposed Material Related Party Transactions by the Company

Hemisphere Properties India Ltd is a Central Public Sector Enterprise(CPSE) and it is in initial phase of construction. The revenue from operation is initiating steadily. The Company with the approval of Ministry of Housing & Urban Affairs engaged Central Public Works Department (CPWD) as nodal agency for care and maintenance of land parcel etc. The Company is incurring expenses for maintenance of total 739.69 acres of land parcels located in Pune, Chennai, Kolkata, Chattarpur and Greater Kailash. The said activity is essential for the land parcels of Company, ongoing and recurring in nature. The CPWD of concerned state is maintaining the land parcel and keeping the land encroachment free. The scope of services includes overall maintenance such as construction boundary wall, fencing, security wherever required and other related services. The purpose of to engage CPWD is that the Company has limited human resources and CPWD is maintaining majority of the land parcel of Government of India. Accordingly, HPIL being in direct administration of Ministry of Housing & Urban Affairs, it was decided to engage services of CPWD for care & maintenance as per the applicable rates of CPWD for such services.

of total 739.69 acres of land parcels located in Pune, Chennai, Kolkata, Chattarpur and Greater Kailash. The said activity is essential for the land parcels of Company, ongoing and recurring in nature. The CPWD of concerned state is maintaining the land parcel and keeping the land encroachment free. The scope of services includes overall maintenance such as construction boundary wall, fencing, security wherever required and other related services. The purpose of to engage CPWD is that the Company has limited human resources and CPWD is maintaining majority of the land parcel of Government of India. Accordingly, HPIL being in direct administration of Ministry of Housing & Urban Affairs, it was decided to engage services of CPWD for care & maintenance as per the applicable rates of CPWD for such services.
	The same transactions are undertaken on arm length basis and in ordinary course of business. The CPWD
	is charging the rates of services as per their manual. The amount of transaction entered by the Company
	is more than the amount as specified in Regulation 23 of SEBI Listing Regulation for identification of
material	amount transaction. The transactions with of the	CPWD 2022-23 Year Financial for is
	estimated/proposed to be Rs. 15 Crore (Rupees Fifteen Crore), the actual expenses may be lessor than the amount estimation/proposed. As the value of transaction(s) with CPWD exceeds the
		10% of annual
turnover, being the threshold limit for Material Related Party Transactions under the SEBI (LODR) Regulations, 2015, your approval is being sought for approval of Material Related Party Transaction the
	financial year 2022-23 . However, the same was considered completely on the basis ordinary course of
business.
	Specific details as required for Material Related Party Transaction with CPWD is given as under:
	1. Name of Related Party	Work Central Public
		Department(CP WD)
	2. Relationship with the listed entity or its subsidiary, Controlled by	Central Government i.e
	including nature of its concern or interest (financial Ministry of Housing & Urban Affairs
	or otherwise); 3. Nature and Material Terms of Contract	Services availed for care & maintenance
		of land parcels
	4. Tenure of the proposed transaction (particular tenure Recurring in Nature
	shall be specified);
	5. Whether in Ordinary Course of Business	Yes
	6. Value of Approval being sought	Rupees 15,00,00,000 Fifteen Rs_ ( Crores Only)
7.	percentage annual Not The entity's of the listed	Company Applicable, The not
	consolidated turnover, for the immediately preceding	generated any revenue from operations
	financial year, that is represented by the value of the	in Financial Year 2021-22.
	(and for a RPT proposed transaction involving a
	subsidiary, such percentage calculated on the basis of the subsidiary's annual turnover on a standalone
	basis shall be additionally provided);

	8. If the transaction relates to any loans, inter-corporate Not Applicable deposits, advances or investments made or given by the listed entity or its subsidiary: 1) details of the source of funds in connection with the proposed transaction; 1i) 11) where any financial indebtedness is incurred to make inter-corporate give deposits, loans, or advances or investments, nature of indebtedness; e cost of funds; and e tenure; e applicable including covenants, terms, tenure, iii) repayment whether and schedule, interest rate secured unsecured; secured, nature of the or if security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to
	the RPT. 9. Justification as to why the RPT is in the interest of As the listed entity;	Competent approval per the of CPWD Authority Govt. since is. department providing required for Company must engage services and competent and resourceful Agency for maintaining parcel integral land of 739.69 acres.
10.	party NA copy valuation A external other of the or report, if any such report has been relied upon
11,	the indicative base price / current contracted price Price of services quoted by CPWD in and the formula for variation in the price if any; and	accordance to their manual.

The Members may please note that in terms of provisions of the SEBI Listing Regulations, no related party/ ies shall vote to approve the Ordinary Resolution at Item No. 1 of the accompanying Postal Ballot Notice.

None of the Directors, Key Managerial Personnel of the Company is in any way, concerned or interested, financially or otherwise, in the resolution. The Board recommends the resolution as set out in the notice for approval by the members through Ordinary Resolution.

By the order Board of Directors of

Hemisphere Properties India Limited Sd/- Lubna

(Company Secretary & Compliance officer)

Place: New Delhi Dated: 03.08.2022

RRKKKKKKAEKKE