Hemisphere Properties India Limited has sought shareholder approval for a material related party transaction involving the sale of a land parcel 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.

Hemisphere Properties India Limited announced its audited financial results for the quarter and year ended March 31, 2026, following a board meeting on May 20, 2026. The company reported a net loss of ₹172.38 lakh for the quarter ended March 31, 2026, compared to a loss of ₹105.57 lakh in the corresponding period of the previous year. For the full fiscal year, the net loss widened to ₹1122.01 lakh from ₹751.85 lakh in the prior year.

Financial Performance

Total income for the year ended March 31, 2026, stood at ₹504.90 lakh, a decrease from ₹782.76 lakh in the previous year. Revenue from operations for the year was ₹99.24 lakh, while other income declined significantly to ₹405.65 lakh from ₹692.12 lakh in FY25. Total expenses for the year increased to ₹1862.41 lakh from ₹1710.98 lakh, driven primarily by higher finance costs, which rose to ₹800.56 lakh from ₹609.41 lakh.

Strategic Developments

The board approved the outcome of the Request for Proposal (RFP) for the e-auction of land situated at Bopkhel, Pune. The e-auction process concluded on May 12, 2026, with HyperVault AI Data Center Limited emerging as the highest bidder (H1 bidder) with a bid amount of ₹640.50 crore. The board noted that the transaction falls within the ambit of a Related Party Transaction and approved HyperVault AI Data Center Limited as the successful bidder, subject to the approval of shareholders and other regulatory approvals. A Postal Ballot Notice has been approved in this regard.

Auditor's Report

The Statutory Auditors, Aggarwal & Rampal, provided an unmodified opinion on the standalone financial results. The report included an emphasis of matter regarding a provision for stamp duty payable amounting to ₹65,100 lacs, computed based on circle rates prevailing in FY 2016-17. The auditors also noted non-compliance with provisions regarding the appointment of Independent Directors, for which fines have been imposed by NSE and BSE.