Hemisphere Properties India Limited held its 22nd Annual General Meeting (AGM) on September 28, 2026, via Video Conferencing. The proceedings highlighted a critical governance gap, as the company remains non-compliant with SEBI listing regulations regarding the requisite number of Independent Directors on its Board.

The Secretarial Audit Report for FY26 pointed out that the company did not have the required number of Independent Directors, leading to non-compliance with Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the constitution of certain Board Committees was also not in compliance with statutory provisions during the fiscal year ended March 31, 2026.

Governance and compliance status

The Company Secretary clarified that Hemisphere Properties is a Government Company. The power to appoint Directors vests exclusively with the President of India, acting through the Ministry of Housing & Urban Affairs (MoHUA). The company stated it has no role in these appointments but has requested MoHUA to appoint the requisite number of Independent Directors to ensure compliance.

As of March 31, 2026, the Board composition did not meet the requirement for at least half the strength to be Independent Directors. Management assured that compliance with SEBI Listing Regulations would be achieved upon the appointment of the necessary directors by the administrative ministry.

Financial statements and audit outcomes

The AGM adopted the Audited Standalone Financial Statements for FY26. The Statutory Auditors, M/s Aggarwal & Rampal, issued their report without any qualification, reservation, adverse remark, or disclaimer. Additionally, the Comptroller & Auditor General of India provided 'Nil' comments on the standalone financial statements for the same period.

Key resolutions and board changes

Members considered several ordinary and special resolutions during the virtual meeting. The agenda included the re-appointment of existing directors and the appointment of new directors, subject to shareholder approval via e-voting.

What the numbers show

The divergence between the clean financial audit opinion and the qualified secretarial audit report underscores a structural dependency common in Public Sector Undertakings (PSUs). While the company’s financial health appears stable with unqualified auditor reports and no C&AG objections, its corporate governance framework is constrained by external administrative processes. The inability to self-correct the Independent Director deficit until government action is taken creates a persistent regulatory risk that is distinct from operational performance.

Hemisphere Properties submitted its Business Responsibility and Sustainability Report (BRSR) for FY26 to the BSE and NSE on September 3, 2026. The Central Public Sector Enterprise reported a standalone turnover of ₹99.24 lakh and a net worth of ₹43,371.17 lakh as on March 31, 2026.

The company operates primarily through rental income from real estate assets located in Delhi, Pune, Chennai, and Kolkata. Its workforce consists of just four non-permanent employees, with no permanent staff or workers engaged directly. Maintenance and security services are outsourced to the Central Public Works Department (CPWD).

Financial and Operational Overview

Revenue is derived entirely from rental income, with exports contributing nil to total turnover. The company holds five land parcels across major Indian cities but does not undertake manufacturing activities. Consequently, provisions related to product lifecycle sustainability, waste management, and Extended Producer Responsibility (EPR) were marked as not applicable.

Regulatory Compliance and Penalties

Under Principle 1 disclosures, Hemisphere Properties revealed monetary penalties imposed by both stock exchanges for non-compliance with board composition requirements. The NSE and BSE each levied a fine of ₹41,57,140 including GST for all four quarters of FY25-26.

The company attributed these lapses to the absence of independent directors, noting that director appointments vest with the President of India via the Ministry of Housing & Urban Affairs (MoHUA). An appeal has been preferred, with the company requesting waivers based on its lack of control over board appointments. BSE had previously waived fines for earlier quarters ended December 2020.

Environmental and Social Metrics

Environmental impact remains minimal due to limited operations. Total energy consumption stood at 21.85 GJ, classified entirely under non-renewable sources. Scope 2 greenhouse gas emissions totaled 4.31 metric tonnes of CO₂ equivalent, resulting in an emission intensity of 4.34 metric tonnes per crore of turnover. This represents a slight improvement from the previous year’s intensity of 4.61.

Water withdrawal, consumption, and discharge were all reported as nil. No hazardous waste, e-waste, or plastic waste was generated during the reporting period. The company confirmed compliance with applicable environmental laws, citing no instances of non-compliance.

What the Numbers Show

The divergence between the company’s substantial asset base—reflected in a net worth exceeding ₹43,000 lakh—and its negligible operational turnover of under ₹1 crore highlights a holding-company structure focused on asset preservation rather than active revenue generation. With only four contractual employees and outsourced facility management, human capital risks are minimal, though governance gaps regarding independent director appointments remain a regulatory concern.