AGM Proceedings: Resolution Proposed for Sale of 100% Stake in Wholly Owned Subsidiary

The 40th AGM was held on 30th September, 2026, from 11:30 am to 12:00 noon at the registered office in Santacruz (West), Mumbai.

Wed 30 Sep 2026

AGM Date

30th September, 2026

AGM Duration

11:30 am to 12:00 noon

Members Present in Person

14

Special Resolution Proposed

Approval of sale / disposal of 100% shareholding of equity share capital in Victoria Investments Company Limited

Voting Results Announcement Date

on or before 02nd October, 2026

What the update says

This is the gist of proceedings of the 40th Annual General Meeting of Tivoli Construction Limited, held on Wednesday, 30th September, 2026 at 11:30 am at the registered office in Santacruz (West), Mumbai. The meeting concluded at 12.00 noon.

Attendance

• Number of Members present in person: 14; present by proxy: Nil.
• Members category: 7 people holding 51930 shares, being 10.38 per cent.
• Authorised Representatives: 7 people holding 28200 shares, being 5.64 per cent.
• Directors present: Mr. Nilesh Shreechand Gupta (Chairman), Mrs. Anita Raheja, Mr. Sagar Rupani, along with the Company Secretary, statutory auditor and secretarial auditor/scrutiniser.

Ordinary business proposed

• Adoption of the Audited Standalone and Consolidated Financial Statements as at 31st March, 2026 with the Board's and Statutory Auditors' reports.
• Appointment of a Director in place of Mrs. Anita Raheja, who retires by rotation and offers herself for re-appointment.
• Appointment of the Statutory Auditors for a term of 5 (five) years and fixing their remuneration.

Special business proposed

• Re-appointment of Mr. Sagar Jyot Rupani as an Independent Director for a second term of 5 (five) years.
• Approval of sale / disposal of 100% shareholding of equity share capital in Victoria Investments Company Limited, described as a wholly owned material subsidiary, under section 180(1)(a) of the Companies Act, 2013 read with Regulations 24(5) and 37A of SEBI LODR.

Voting process

Remote e-voting was provided through NSDL and ran from Sunday, 27th September, 2026 at 09:00 a.m. to Tuesday, 29th September, 2026 at 5:00 p.m. Ballot papers were available at the meeting for members who had not voted remotely. Ms. Hansa Gaggar, Practicing Company Secretary, was appointed scrutiniser. The combined results of e-voting and ballot voting were to be disseminated to BSE and uploaded on the company's website on or before 02nd October, 2026.

Audit comment

The Chairman stated that the Statutory Auditors expressed an unqualified opinion in the statutory audit reports for the financial year ended March 31, 2026, with no qualifications, observations or adverse remarks having a material bearing on the functioning of the Company.

How investors may read this

The headline item for shareholders is the proposed full divestment of a wholly owned material subsidiary, Victoria Investments Company Limited. A resolution of this type requires shareholder approval because it involves disposal of an undertaking. At this stage the document records only that the resolution was proposed and put to vote; the outcome was to follow separately. Investors tracking the company would watch for the voting results and for any further disclosure on the terms, consideration and timing of the proposed sale, since selling a material subsidiary changes the consolidated shape of the business.

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