Hemisphere Properties India Ltd

The Shareholders,

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.

1.1 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:

Pune Land Parcel (524 acres)

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.

Greater Kailash, Delhi site view Chattarpur Land (58 acres)

HPIL land parcel measuring 58 acres situated near the C-DOT and TCL on mandi road, Chattarpur, New Delhi.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.

Padianallur, Chennai Land (53.04 acres)

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:

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.

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 during the year 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.