General annoucements

TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365 Regd. Off: 4th Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz (West), Mumbai – 400 054 Phone Nos.: 022 – 67694400 / 4444 Website: www.tivoliconstruction.in Email: tivoliconstruction@yahoo.co.in Date:30th September, 2026 The Manager, The BSE Limited, PJ Towers, Dalal Street, Mumbai-400001 Scrip Code : 511096 Dear Sir/Madam, Subject: Outcome of 40th Annual General Meeting (AGM) held on 30th September, 2026 Ref: Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 read with Schedule III Part A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we are enclosing herewith the gist of the Proceedings of the 40th Annual General Meeting of the Company held on Wednesday, 30th September, 2026 at 11:30 am at the registered Office of the Company at 4th Floor, Raheja Chambers, Linking Road and Main Avenue, Santacruz (West) Mumbai: 400 054. The meeting commenced at 11:30 am and concluded at 12.00 noon today. Please take the same on record. Thanking You, Regards, For TIVOLI CONSTRUCTION LIMITED Nilesh Gupta Director DIN:11275297 TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365 Regd. Off: 4th Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz (West), Mumbai – 400 054 Phone Nos.: 022 – 67694400 / 4444 Website: www.tivoliconstruction.in Email: tivoliconstruction@yahoo.co.in Gist of proceedings of the Fortieth Annual General meeting of Tivoli Construction Limited held on Wednesday, 30th September, 2026 at 11:30 am at the registered Office of the Company at 4th Floor, Raheja Chambers, Linking Road and Main Avenue, Santacruz (West) Mumbai: 400 054. Present: DIRECTORS: Mr. Nilesh Shreechand Gupta-Chairman Mrs. Anita Raheja -Director Mr. Sagar Rupani –Director IN ATTENDANCE: Ms. Tanuja Sharma, Company Secretary & Compliance Officer INDEPENDENT AUDITORS: Mr. Rohit Shetty— M/s N. S. Shetty & Co. Auditors INVITEES: CA Manmohan Sharma - M/s M.R. Sharma & Co SECRETARIAL AUDITOR & SCRUTINISER Ms. Hansa Gaggar, Practicing Company Secretary MEMBERS PRESENT: Number of Members present in person: 14 Number of Members present by proxy: Nil The Members present unanimously elected Mr. Nilesh Gupta as the Chairman of the Meeting. Thereafter Mr. Nilesh Gupta chaired the meeting and welcomed the Members to the 40th Annual General Meeting. After welcoming all the members present, the Chairman introduced the Board Members, Mr. Rohit Shetty, Statutory Auditors, CA Manmohan Sharma, Invitee Statutory Auditor, Ms. Hansa Gaggar, Secretarial Auditor & Scrutinizer and Mrs. Tanuja Sharma, Company Secretary and Compliance Officer present on the dais to the members of the Company. Following members/representative were present at the AGM: Sr. No. Registered Member No of People Shares as on Percentage (%) record date 1. Members 7 51930 10.38 2. Proxy -- - - 3. Authorised 7 28200 5.64 Representative TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365 Regd. Off: 4th Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz (West), Mumbai – 400 054 Phone Nos.: 022 – 67694400 / 4444 Website: www.tivoliconstruction.in Email: tivoliconstruction@yahoo.co.in After ascertaining from the Company Secretary that the requisite quorum was present at the AGM, the Chairman called the Meeting to order and commenced the proceedings of the meeting. The Chairman informed the members that the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act 2013, the Register of Contracts or Arrangements in which Directors are interested is maintained under Section 189 of the Companies Act 2013. The members were provided an opportunity to inspect all documents referred to in the notice and the explanatory statement by writing to the Company at its email id tivoliconstruction@yahoo.co.in The Chairman, with the consent of the members present, informed that the Notice of 40th Annual General Meeting along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial year ended 31st March, 2026 and the report of Board of Directors thereon, Auditors Report, Secretarial Audit Report, being already circulated be taken as read as all the same had been available with the shareholders. He stated that the Statutory Auditors have expressed an unqualified opinion in statutory audit reports for the financial year ended March 31, 2026There were no qualifications, observations or comments or adverse comments/remarks on the financial statements and matters, which have any material bearing on the functioning of the Company Therefore, the same were not required to be read out. The Chairman then addressed the members and gave an overview of the Company’s performance and its future outlook. Thereafter, the Chairman took up the items mentioned in the Agenda/Notice of the 40th Annual General Meeting. He gave an opportunity to the Members to ask questions and seek clarifications on the agenda items. Thereafter, he responded to the queries and provided clarification to the Members, as required. The Chairman informed the Members that the Company had extended the remote e-voting facility through National Securities Depository Limited (NSDL) to enable the Members of the Company to cast/exercise their vote(s) electronically on the agenda items specified in the Notice of the 40th AGM and has appointed Ms. Hansa Gaggar (Mem No. F12339) Practicing Company Secretary to scrutinize the voting done through Ballot paper at the meeting as well as the e-voting process. The remote e-voting period commenced on Sunday, 27th September, 2026 at 09:00 a.m. and ended on Tuesday, 29th September, 2026 at 5:00 p.m. The Members were informed that the facility for voting by way of ballot papers was made available at the AGM for the Members who had not cast their vote through remote e-voting. The following items of business, as set out in the notice of 40th AGM were proposed: ORDINARY BUSINESS: Ordinary Resolution - To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company as at 31st March, 2026 together with the Reports of Board of Directors and Statutory Auditors thereon. TIVOLI CONSTRUCTION LIMITED CIN: L45200MH1985PLC037365 Regd. Off: 4th Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz (West), Mumbai – 400 054 Phone Nos.: 022 – 67694400 / 4444 Website: www.tivoliconstruction.in Email: tivoliconstruction@yahoo.co.in Ordinary Resolution - To appoint a Director in place of Mrs. Anita Raheja (DIN: 00306794) Director, who retires, by rotation, at the 40th Annual General Meeting and being eligible, offers herself for re-appointment as Director. Ordinary Resolution - To approve appointment of the Statutory Auditors of the Company for term of 5 (five) years and fix their remuneration. SPECIAL BUSINESS: Special Resolution - To approve re-appointment of Mr. Sagar Jyot Rupani (DIN: 03418732) as an Independent Director of the Company for the second term of 5 (five) years. Special Resolution - To approve Sale / Disposal Of 100% (Hundred Percent) Shareholding of Equity Share Capital in Victoria Investments Company Limited, A Wholly Owned Material Subsidiary of the Company under section 180 (1) (a) of the Companies Act, 2013 read along with Regulations 24 (5) and 37A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Chairman informed that as the resolutions were already put to vote through remote evoting the Members were invited to cast their votes in the sealed ballot box if not voted earlier. The Chairman then informed that the combined results of e-voting and voting by ballot papers would be disseminated to the BSE Limited and uploaded on the website of the Company on or before 02nd October, 2026. The Chairman authorized any one director or Company Secretary to declare the results [Showing first 8,000 characters — download PDF for full document]