Tivoli Construction Ltd

Certificate details

• Certificate under Regulation 74(5) for the quarter ended enclosed from the RTA.

AGM Details

• Held on 30 September 2026 at 11:30 am, at the registered office, Mumbai.
• Remote e-voting available 27–29 Sep 2026, 09:00–17:00; meeting was physical.
• Meeting concluded at 12:00 noon; quorum present.

Resolutions Put to Vote

• Ordinary: Adopt audited financial statements for year ended 31 March 2026; outcome pending.
• Ordinary: Reappoint Anita Raheja by rotation; outcome pending.
• Ordinary: Approve Statutory Auditors for five years; remuneration to be fixed; outcome pending.
• Special: Re-appoint Sagar Rupani as Independent Director for second term.
• Special: Approve sale of Victoria Investments Company Limited; outcome pending.

Voting Status

• Combined results to be announced/uploaded by 02 October 2026.

Auditor Appointments

• Statutory Auditors appointed for five-year term; remuneration to be fixed.

Material Related Party / Subsidiary Disposal

• Sale of wholly owned subsidiary Victoria Investments Company Limited.

TIVOLI CONSTRUCTION LIMITED — Trading window closed from 01st October 2026 till the expiry of 48 hours after the declaration of the Unaudited Financial Results of the Company for the second quarter and half year ended 30th September,2026

Financials

• Standalone total income 1395.43; prior year 1.85.
• Standalone total expenditure 1502.82.
• Standalone PAT: (107.39).
• Consolidated total income 1327.58.
• Consolidated PAT: (598.64).
• Consolidated EPS: (1.20).
• Dividend declared: Not declared.
• 40th AGM scheduled 30 September 2026.

Strategic actions

• Board approves sale of VICL 100% stake for ₹2.3813 crore.
• Buyer: Mr. Ketan Kirtikumar Shah; VICL to cease on completion.
• Sale proceeds to be used for general corporate needs and growth.
• Post-completion, Tivoli to cease holding VICL equity.

Governance & leadership

• Nilesh Gupta appointed Director from 06-Sep-2025.
• Sagar Rupani re-appointed as Independent Director for five years from 26-Dec-2026.
• M.R. Sharma & Co. appointed as Statutory Auditors for 2026-2031.
• Board met five times in FY2025-26.

Audits & compliance

• CFO appointment pending; no CEO/CFO certification obtained.
• Secretarial Audit notes CFO issue; no major non-compliances observed.
• No fraud reported by auditors during the year.

Subsidiary overview

• Victoria Investments Company Limited (VICL) is a wholly owned subsidiary.
• VICL turnover 632; PAT 209; assets 24,390; liabilities 53.
• VICL to cease to be subsidiary on completion of sale.

Outlook & risks

• MD&A: Indian real estate positive; urbanisation and infrastructure drive demand.
• Risks: rising mid-income inventory; geopolitical tensions; affordability.
• Opportunities: REITs, data centres, institutional capital; GCCs and flexible workspace growth.

AGM & communications

• 40th AGM notice dated 4 Sep 2026 for 30 Sep 2026.
• Remote e-voting window: 27-29 Sep 2026; EVEN 142786.
• Venue: Raheja Chambers, Mumbai.

Meeting Details

• Scheduled for 4 September 2026 at the Registered Office; time not disclosed.

Key Agenda Items

• Re-appointment of Mr. Sagar Rupani as Independent Director for a second 5-year term, subject to member approval.
• Appointment of M.R. Sharma & Co. as Statutory Auditors for five years from AGM to 45th AGM.
• Proposal to sell/divest Tivoli's stake in Victoria Investments Co. Limited, a Material Subsidiary, subject to approvals.
• Approval of Directors' Report for the year ended 31 March 2026.
• Approval of Secretarial Audit Report by Hansa Gaggar under Section 204.
• Appointment of Hansa Gaggar as Scrutinizer under Section 108.
• Notice for convening the Fortieth Annual General Meeting.

Other Notes

• No trading window closure periods disclosed in the document.

Standalone results (quarter ended 30 Jun 2026)

• Standalone net sales/income from operations: NIL.
• Standalone total income: Rs 7.00 lakhs.
• Standalone total expenses: Rs 4.51 lakhs.
• Standalone profit before tax: Rs 2.49 lakhs.
• Standalone tax expense: NIL.
• Standalone net profit: Rs 2.49 lakhs.
• Standalone earnings per share: Rs 0.50.
• Standalone paid-up equity share capital: Rs 50.00 lakhs.

Consolidated results (quarter ended 30 Jun 2026)

• Consolidated total income: Rs 0.40 lakhs.
• Consolidated total expenses: Rs 18.79 lakhs.
• Consolidated profit before tax: Rs -4.47 lakhs.
• Consolidated tax expense: Rs 0.47 lakhs.
• Consolidated net profit: Rs -4.25 lakhs.
• Consolidated earnings per share: Rs -0.85.
• Consolidated paid-up equity share capital: Rs 50.00 lakhs.
• Consolidated reserves/other equity: Rs 196.42 lakhs.

Meeting Details

• Date: 14 August 2026; Location: Registered office; Time not disclosed.

Key Agenda Items

• Approve unaudited standalone financial results for quarter ended 30 June 2026.
• Approve unaudited consolidated financial results for quarter ended 30 June 2026.

Other Notes

• Trading window remains closed until 48 hours after results declaration.

Certificate details

• Certificate under Regulation 74(5) received from the transfer agent.