Hemisphere Properties India Limited has closed its trading window for all Directors, Officers, Designated Persons, and Connected Persons effective Wednesday, July 1, 2026. The restriction will remain in place until 48 hours after the financial results for the period ended June 30, 2026, are declared. This measure is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the company's Code of Conduct to Regulate, Monitor and Report Trading by Insiders.

The company stated that the specific date of the Board meeting to consider and approve the financial results for the aforementioned period will be communicated later and in due course. The closure of the trading window is a standard procedure to prevent insider trading during the period leading up to the announcement of financial results.

Key Details

The disclosure was submitted to the BSE Limited and the National Stock Exchange of India Limited for information and dissemination. The communication was signed by Lubna, Company Secretary & Compliance Officer of Hemisphere Properties India Limited.

Hemisphere Properties India Limited has sought shareholder approval for a material related party transaction involving the sale of a land parcel in Bopkhel, Pune to HyperVault AI Data Center Limited for ₹640.50 crore. The transaction constitutes 99% of the company's annual consolidated turnover and follows a transparent e-auction process conducted pursuant to a Request for Proposal (RFP) dated February 18, 2026. The Board of Directors and the Audit Committee reviewed the transaction on May 20, 2026, determining it to be in the ordinary course of business and on an arm's length basis.

Transaction Details

The proposed sale involves a land parcel situated at Bopkhel, Pune, measuring approximately 3,54,600 sq. m. HyperVault AI Data Center Limited emerged as the successful bidder, offering ₹640.50 crore, excluding applicable taxes and success fee, against a reserve price of ₹600 crore. The related party connection arises because Tata Sons Private Limited, a related party of Hemisphere Properties, holds approximately 8.34% of the company directly and 8.08% through Panatone Finvest Limited. Additionally, Tata Consultancy Services Limited holds 51% of HyperVault AI Data Center Limited, linking it to the Tata Sons group structure.

Financials and Payment Terms

The transaction value is significant relative to the company's scale, representing 99% of its consolidated turnover for the immediately preceding financial year. HyperVault AI Data Center Limited reported a turnover of NIL and a loss after tax of ₹400.54 lakh for FY 25-26. The payment structure is divided into two installments: 25% payable within T+120 days and the remaining 75% within T+300 days from the date of the letter of acceptance. A delay in the second installment payment may attract simple interest at 12% per annum.

Shareholder Approval Process

In accordance with Regulation 23 of the SEBI Listing Regulations, the material related party transaction requires approval via an Ordinary Resolution. The company has engaged Central Depository Services (India) Limited to facilitate remote e-voting. The voting period commences on May 31, 2026, at 9:00 a.m. IST and concludes on June 29, 2026, at 5:00 p.m. IST. The results of the postal ballot are expected to be announced on or before July 1, 2026.

Regulatory Disclosures

The explanatory statement provided to shareholders adheres to the SEBI Circular dated June 26, 2025, regarding industry standards for related party transactions. The Audit Committee reviewed certificates from the CMD and CFO as required under these standards. The company stated that no directors or key managerial personnel have a direct or indirect interest in the transaction. The notice is available on the company's website.