Tivoli Construction Ltd

To The Members,

TIVOLI CONSTRUCTION LIMITED Mumbai.

The Directors present the 38^th Annual Report of Tivoli Construction Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

L FINANCIAL HIGHLIGHTS (Standalone)

2. OPERATIONS OF THE COMPANY:

During the year under review, the Company has earned a profit of Rs.2,66,079 as compared to the loss of the previous of Rs. 10,45,050.

3. RESERVES:

In order to conserve resources for the future purpose, the Company has not transferred any amounts to Reserves for the financial year 2023-2024.

4. DIVIDEND:

In order to conserve resources for the future purpose, the Directors do notrecommend any dividend for the year ended March 31,2024.

5. SHARE CAPITAL:

The paid-up equity share capital of the Company was Rs. 50 lakhs as on 31^st March, 2024. There has been no change in the capital structure of your Company.

6. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public covered under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

7. INVESTOR EDUCATION AND PROTECTION FUND:

During the year, there were no amounts to be transferred to Investor Education and Protection Fund.

8. SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has one Subsidiary Company viz. Victoria Investments Company Limited as on 31^st March, 2024. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of financial statements of its subsidiary in Form AOC- 1 is attached to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements of the Company, and its Subsidiary prepared in accordance with the Companies Act, 2013 and the applicable Accounting Standards form part of this Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no changes in the Board of Directors of the Company during the year.

During the year under review, Mrs. Pinal R. Parekh resigned as the Company Secretary and the Compliance Officer of the Company w.e.f. 3^rd January, 2024.

Post Completion of the Financial year, Ms. Tanuja Sharma has been appointed as the Company Secretary and the Compliance Officer of the Company w.e.f. 30^th April, 2024.

Your directors express their profound grief on the demise of Mr. Bulchand Ahuja, Nonexecutive Director of the Company since 2013, He ceased to be a director of the Company w.e.f. 29^th August, 2024. The Board places on record its sincere appreciation for the invaluable guidance provided by him during his tenure as a director of the Company.

11. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Company has not appointed any Independent Director during the year under review, hence does not comment on it.

12. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT. 2013:

The Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

13. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Anita Deepak Raheja is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which are part of this Annual Report.

14. PERFORMANCE EVALUATION OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI LODR and the Policy framed by the Board for Performance Evaluation, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually as well as the evaluation of the working of its committees. The performance evaluation of the Independent Directors was carried out by the entire Board with regard to performance and fulfilment of the independence criteria as specified in the regulations and their independence from the management. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

A structured questionnaire was prepared covering various aspects such as attendance at the meetings, participation and contribution, teamwork, discussions at the Board/Committee Meetings, understanding of the business of the Company, strategy and quality of decision making, etc. The Directors expressed their satisfaction with the evaluation process.

15. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met Five (5) times during the financial year 20232024 viz:

(1) 25/05/2023 (2) 09/08/2023 (3) 06/09/2023 (4) 08/11/2023 (5) 23/01/2024.

16. COMMITTEES OF THE BOARD :

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board comprising of Directors of the Company:

a. AUDIT COMMITTEE:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

The Audit Committee met Four times during the year viz. (1) 25/05/2023 (2) 09/08/2023 (3) 08/11/2023 (4) 23/01/2024.

b. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the said section. The Nomination & Remuneration Committee comprises of:

The Nomination & Remuneration Committee met once during the year on 26/02/2024.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Stakeholders Relationship Committee is in conformity with the provisions of the said section. The Stakeholders Relationship Committee comprises of:

During the financial year 2023-2024, no complaints were received from shareholders. Moreover, there were no complaints pending in the beginning of the financial year and none were pending at the close of the financial year ended 31^S1 March, 2024.

The Stakeholders Relationship Committee met thrice during the year viz (1) 23/05/2023. (2) 29/12/2023 (3)26/02/2024.

17. INDEPENDENT DIRECTORS MEETING:

Committee of Independent Directors comprises of Mr. Rakesh Desai (Chairman of the Committee) and Mr. Sagar Rupani (Member). During the year under review, the Independent Directors met on 26^,h February, 2024, inter alia, to discuss:

1) Evaluation of the performance of Non-Independent Directors and the Board of

Directors as a whole. •

2) Evaluation of the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy to report concerns about illegal or unethical practices, if any. In accordance with the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, every listed Company is required to have a Vigil Mechanism for the Directors and employees to report their genuine concerns and grievances. Keeping these provisions in mind, the Company has put in place a Whistle Blower Policy. The Audit Committee of Directors is entrusted with the responsibility to oversee the Vigil Mechanism. During the year, no personnel were denied access to the Audit Committee.

19. POLICY ON PRESERVATION OF DOCUMENTS;

In accordance with Regulation 9 of SEBI (LODR) Regulations, 2015, the Company has framed a Policy on preservation of documents approved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and to provide guidance to the Executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents.

20. INSIDER TRADING CODE:

In compliance with the SEBI Regulations on prohibition of insider trading, the Company has adopted the Code of Conduct for Prevention of Insider Trading in securities of the Company, to regulate, monitor and report trading by insiders, designated Persons and such other persons to whom this Code is applicable.

21. PREVENTIO N OF SEXUAL HARASSMENT:

The Company offers equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company has also framed a policy on Prevention of Sexual Harassment of Women at workplace. As per the requirement of the Sexual harassment of Women at Workplace (Prevention, prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2023-2024, no complaints were received. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22, LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year under review, the Company has not given any new loans or guarantees or made any fresh investments under Section 186 of the Companies Act, 2013.

23. RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with Related Parties during the Financial Year 20232024 as enumerated under Section 188(1) of the Companies Act, 2013. Hence the Board does not comment on this point.

24. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees are not given as none of the employee is covered under the said provisions of the Act.

25. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2024, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the loss of the Company for the year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

26. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

b. During the year under review, the foreign exchange outgo / provision is Nil and the foreign exchange inflow is Nil (previous year Nil).

27. DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT. 2013. IS REQUIRED BY THE COMPANY AND ACCORDINGLY WHETHER SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:

Not applicable to the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this report.

29. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has established set of standards, processes and structure which enables it to implement adequate internal financial controls and that the same are operating effectively. The internal financial controls of the Company are commensurate with its size and the nature of its operations. The Company has well defined delegation of authority limits for approving revenue as well as expenditures.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work done by the Internal, Statutory and Secretarial Auditors and the reviews of the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-2024.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED FROM APRIL OL 2023 TO THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

31. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. N. S. Shetty & Co., Chartered Accountants (Firm Registration No. 110101W), the Statutory Auditors of the Company have been appointed for a term of 5 years (i.e. from the conclusion of the 35^th Annual General Meeting until the conclusion of the 40th Annual General Meeting to be held in 2026).

32. QUALIFICATIONS OF AUDITORS ON THE FINANCIAL STATEMENTS:

The report given by the Auditors on the financial statements of the Company are part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

33. DEMATERIALIZATION OF SHARES:

The Company's shares are listed on BSE Limited and the Company's Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN of the Company is INE747V01014. As on March 31, 2024, 3,14,830 equity shares representing 62.97% of the total shares have been dematerial ized.

34. COMPANY'S WEBSITE:

The Company has its website namely www.tivoliconstruction.in. The website provides detailed information about the Quarterly Results, Annual Reports and Shareholding patterns and also various policies are placed on the website of the Company and the same are updated periodically.

35. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act as amended, the Annual Return as on March 31, 2024 is available on the Company's website

www.tivoIiconstruction.in and the web link for the same is https://tivoliconstruction.in/wp- content/uploads/2024/09/MGT-9 Tivoli2Q23-24.pdf

36. MEANS OF COMMUNICATION

The Company has designated tivoliconstruction@vahoo.co.in as the email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

37. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company had appointed CS Jignesh Makwana, Practising Company Secretary, Mumbai, to undertake the Secretarial Audit of the Company, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The following are the qualifications given in the report with its explanation given by the Board:

a. In terns of the provisions of Section 203 of the Companies Act, 2013, the

Company was required to have certain Key Managerial Personnel (KMP) and regulation 33(2)(a) of SEBI (LODR) Regulations, 2015, the chief executive officer and chief financial officer of the listed entity shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading (CEO and CFO Certification). After resignation of former Chief Financial Officer (CFO) of the Company, the Company has been unable to appoint a CFO in terms of the provisions of Section 203 of the Companies Act, 2013 and has not obtained CEO and CFO Certification in terms of SEBI (LODR) Regulations, 2015.

b. In terms of the regulation 6 of SEBI (Listing Obligations ami Disclosure

Requirements) Regulations, 2015, the Company was required to appoint Compliance Officer within 3 months from the resignation of Company Secretary of Company on 03/01/2024, the Company has appointed Director, who was not qualified company secretary as the compliance officer and he has certified and issued compliance certificate for quarter ended December 2023 and March 2024for the compliance requirement of Structured Digital Database for handling unpublished price-sensitive information, pursuant to provisions of Regulation 3(5) and 3(6) of SEBI (Prohibition ofltisider Trading) Regulations, 2015.

Explanation:

a. Due to the small size of the operations of the Company, and since the Company is a loss making Company, despite best efforts, the Company is not able to find a suitable person for the post of CFO, at a reasonable remuneration after the resignation of the former CFO. Therefore, the Company was unable to obtain the CEO and CFO Certification in terms of SEBI (LODR) Regulations, 2015. The Company is hopeful of finding a suitable candidate at the earliest.

b. Due to the small size of the operations of the Company, and since the Company is a loss-making Company, the Company was not able to find a suitable person for the post of Company Secretary and Compliance Officer at a reasonable remuneration after the resignation of the former CS even after best efforts. Flowever, the Company has appointed Company Secretary and Compliance officer w.e.f. 30^th April, 2024, but in the interim the Company had to appoint a Director to oversee all the compliances .with all the rules, regulations and filings with Stock Exchange.

The report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure I.

38. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's Report.

39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

40. ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not fulfil the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee nor does it have to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

42. RISK MANAGEMENT AND RISK MANAGEMENT COMMITTEE:

All material risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis.

The provisions of Regulation 21 of SEB1 (LODR) Regulations, 2015 are not applicable to the Company. Hence the Risk Management Committee has not been formed.

43. CORPORATE GOVERNANCE:

As per SEB1 (Listing Obligations & Disclosure Requirements) Regulations, 2015, the paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores, hence as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulation 27 i.e. Corporate Governance is not applicable to your Company.

44. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

45. REGISTER & SHARE TRANSFER AGENT:

The Registrar and Share Transfer Agent of the Company:

Satellite Corporate Services Private Limited,

Contact person: Mr. Michael Monteiro

Office No, 106 & 107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safedpul, Sakinaka, Mumbai - 400072.

Ph: 022 28520461/62 Email Id: service@satellitecorDorate.com

46. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

47. ACKNOWLEDGEMENTS;

Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees and also from the Banks. .

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.