Disclosure under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Purpose and Nature of the Disclosure

This document is a Postal Ballot Notice issued pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015. Its purpose is to seek approval from the members (shareholders) of Hemisphere Properties India Limited for a Material Related Party Transaction involving the sale of a land parcel to HyperVault AI Data Center Limited.

Date, Location, and Type of Meeting

The company is conducting a postal ballot process, not a physical meeting. The remote e-voting will commence on Sunday, 31st May, 2026, at 9:00 a.m. (IST) and will end on Monday, 29th June, 2026, at 5:00 p.m. (IST). The results are scheduled to be announced on or before Wednesday, 01st July, 2026.

Summary of Proposed Resolution and Implications

The notice contains a single item of Special Business:

Item No. 1: To Approve Material Related Party Transaction with Hypervault AI Data Center Limited.

This is an Ordinary Resolution seeking member approval for the company to enter into a transaction for the sale of a land parcel situated at Bopkhel, Pune, to HyperVault AI Data Center Limited. The land admeasures approximately 3,54,600 sq. meters. The aggregate amount of the transaction shall not exceed ₹640.50 Crores (Rupees Six Hundred Forty Crores and Fifty Lakhs only), excluding applicable taxes and a success fee payable to the Transaction Advisor.

The transaction is classified as a Material Related Party Transaction because HyperVault AI Data Center Limited is a related party. As of 31.03.2026, Tata Sons Private Limited holds approximately 8.34% of the company's shares directly and a further 8.08% through its subsidiary, Panatone Finvest Limited. Furthermore, 51% of HyperVault's shareholding is held by Tata Consultancy Services Limited, in which Tata Sons holds a 71.74% stake.

The transaction arose from a transparent e-auction process. A Request for Proposal (RFP) was floated on 18.02.2026 with a reserve price of ₹600.00 crore. The e-auction was conducted on the RailTel e-Nivida portal on 12.05.2026, and HyperVault emerged as the Highest Bidder (H1 Bidder) with a final bid of ₹640.50 crore.

The resolution authorizes the company's directors and authorized officials to finalize and execute all necessary documents, including the sale agreement, and to seek approvals from relevant governmental authorities.

Voting Process and Methods Used

The voting will be conducted entirely through remote e-voting (electronic means). The company has appointed Central Depository Services (India) Limited (CDSL) to provide the e-voting facility. Physical ballot forms are not being sent.

The notice was sent only by electronic mode to members whose email addresses were registered with the company's RTA (MUFG Intime India Private Limited) or the Depositories (NSDL/CDSL) as of the cut-off date.

Key Voting Outcomes

  • Cut-off Date: Friday, May 22, 2026. Only members registered as of this date are eligible to vote.
  • Voting Rights: Voting rights are in proportion to the shares held in the paid-up equity share capital of the company as on the cut-off date.
  • Voting Period: Sunday, 31st May, 2026 (9:00 AM IST) to Monday, 29th June, 2026 (5:00 PM IST).
  • Result Declaration: The results will be declared on or before Wednesday, 01st July, 2026.

The notice does not contain pre-voting totals or a breakdown of shareholder categories, as this data will be available after the voting concludes and the scrutinizer submits their report.

Scrutinizer's Role, Findings, and Conclusions

Mr. Maghisuddin, Proprietor of M & Co., Company Secretaries, has been appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner.

The Scrutinizer will scrutinize the votes cast and submit a report to the Chairperson (or an authorized person) on the result of the postal ballot. This report is due within two working days from the conclusion of the voting period, i.e., on or before Wednesday, July 01, 2026.

The Scrutinizer's decision on the validity of any vote will be final. The results, along with the Scrutinizer's Report, will be placed on the company's website (www.hpil.co.in), the CDSL website (www.evotingindia.com), and communicated to the BSE and NSE.

Confirmation of Compliance

This notice and the process outlined confirm compliance with:

  • Section 110 of the Companies Act, 2013
  • The Companies (Management and Administration) Rules, 2014
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circular No. 03/2025 dated September 22, 2025
  • Secretarial Standard on General Meetings (SS-2)

The notice is also available on the websites of BSE (www.bseindia.com), NSE (www.nseindia.com), and the company (www.hpil.co.in). An advertisement regarding the postal ballot will be published in English and Hindi newspapers.

Names and Roles of Signatories

The notice is signed by:

  • Lubna, Company Secretary & Compliance Officer, on behalf of the Board of Directors of Hemisphere Properties India Limited.

Other Relevant Information

The document includes a comprehensive Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, providing detailed justification for the transaction. It confirms that the transaction is on an arm's length basis, in the ordinary course of business, and was conducted via a transparent e-auction. It also includes an annexure with minimum information as required by SEBI's RPT Industry Standards, detailing the relationship, financials of HyperVault, and payment terms (25% within 120 days of acceptance letter, 75% within 300 days, with a possible 245-day grace period at 12% interest).

The notice provides extensive, step-by-step instructions for members on how to vote electronically, depending on whether they hold shares in dematerialized or physical form.