Tivoli Construction Ltd. - AGM Information 2021

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Sanlacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444 Websile: www.tivoliconstruction.in email: [email protected]

Date: 01 st September, 2021

The Listing Compliance Department BSE Limited 25[th] Floor, P. J. Towers Dalal Street Mumbai - 400 00 I

BSE Scrip Code - 511096

Dear Sir,

Sub: Annual Report for the Financial Year 2020-2021 along with the Notice of the 35[th] Annual General Meeting of the Company.

Pursuant to the Regulations 30 and 34 (I) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, attached herewith is the Annual Report of the Company for the Financial Year 2020- 2021 along with the Notice of the 35[th] Annual General Meeting of the Company scheduled to be held on Wednesday, September 29, 2021, at 11.00 a.m. along with Attendance Slip and Proxy form forming part of Annual report.

Full Annual Report is available on the website of the Company www.tivoliconstruction.in Please take the same on record.

Thanking You,

Yours faithfully,

For TIVOLI CONSTRUCTION LIMITED

~.(1..~~..

PINAL PAREKH COMPANY SECRETARY/ COMPLIANCE OFFICER eCSIN: EA025327A000079524

TIVOLI CONSTRUCTION LIMITED

DIRECTORS

Rakesh Desai Bulchand G. Ahuja AnitaRaheja Sagar Rupani

COMPANY SECRETARY AND COMPLIANCE OFFICER

Pinal Parekh

CHIEF FINANCIAL OFFICER Anand Labade

AUDITORS

N.S. Shetty& Co. Chartered Accountants

BANKERS

Indian Bank

REGISTERED OFFICE

4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. OtT: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

NOTICE

Notice is hereby given that the Thirty Fifth Annual General Meeting of the members of Tivoli Construction Limited will be held on Wednesday, the 29[th] day of September, 2021 at 11.00 a.m. at 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054, to transact the following business:

ORDINARY BUSINESS:

I) To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 st March, 2021, together with the Reports of the Board of Directors and the Statutory Auditors thereon.
2) To appoint a Director in place of Mr. Bulchand Ahuja (DIN: 00057804) who retires by rotation at the 35[th] AGM and being eligible offers himself for re-appointment, as director.
3) To re - appoint Mis. N. S. Shetty & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company and fix their remuneration.

To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and read with the Companies [Audit and Auditors] Rules, 2014 [including any statutory modification(s) or re-enactment thereof for the time being in force], Mis. N. S. Shelly & Co., Chartered Accountants [Firm Registration No.: 11010IW], the Retiring Statutory Auditors of the Company be and are hereby re-appointed as the Statutory Auditors of the Company to hold office for the second term of five years commencing from the conclusion of the 35[th] Annual General Meeting till the conclusion of the 40[th] Annual General Meeting of the Company to be held in the year 2026 on such terms and remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, things and deeds as may be deemed necessary to give effect to the above stated resolution."

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH I985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

SPECIAL BUSINESS:

4) To Appoint Mr. Sagar Jyot Rupani (DIN: 03418732) as an Independent and NonExecutive Director:

To consider and if thought fit, to pass with or without modification(s) if any, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV of the Companies Act, 2013 ("Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b), 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable provisions of the Act read with the rules made thereunder and SEBI Listing Regulations, if any (including any statutory modification(s) or re-enactment thereof, for the time being in force) Mr. Sagar Jyot Rupani (holding DIN: 03418732), who was appointed as an Additional Director (in the capacity of Non-Executive Independent Director of the Company) by the Board of Directors at its meeting held on December 26, 2020, pursuant to Section 161 of the Act and as recommended by the Nomination & Remuneration Committee and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received notice in writing from a member under Section 160 of the Companies Act 2013 proposing his candidature for the office of Director and who has submitted a declaration that he meets the requisite criteria for independence as provided in section 149(6) of the Act, be and is hereby appointed as an Independent Non-Executive Director of the Company, to hold office for a term of (5) five consecutive years commencing from December 26, 2020 whose period of office will not be liable to determination by retirement by rotation.

By Order of the Board

~.~~~~..

PINAL PAREKH COMPANY SECRETARY eCSIN: EA025327A000079524 Mumbai 31 st August, 202 I

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

NOTES:

I. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (' Act'), in respect of the Special Business mentioned under Item No. 4 above, is annexed hereto.
In the view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed, for conducting Annual General Meeting with physical presence of members after following the guidelines issued by the Central Government.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND, AND ON A POLL, TO VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
Proxies, if any, in order to be effective, must be received at the Company's Registered Office not later than 48 (Forty Eight) hours before the time fixed for holding the meeting. Proxies submitted on behalf of the companies, etc. must be supported by appropriate resolution/authority, as applicable. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided not less than three days of notice in writing is given to the Company.
A person can act as a proxy on behalf of not more than fifty members holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
As required under the Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards-2, particulars relating to Mr. Bulchand Ahuja, Director, retiring by rotation and proposed to be re-appointed is given in the Annexure to this Notice.
Corporate Members are requested to send a duly certified true copy of the Board Resolution authorizing their representative to attend and vote at the Meeting.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444

Website: www.tivoliconstruction.in email: [email protected]

Any member proposing to seek any clarification on the accounts, is requested to send the queries to the Company at its registered office at least seven days prior to the date of Annual General Meeting to enable the management to compile the relevant information to reply to the same in the meeting.
Pursuant to the provisions of Section 91 of the Act, the Register of Members and Share Transfer Books will remain closed on all days from Thursday, September 23, 2021 to Wednesday, September 29,2021, both days inclusive.
Members/Proxies are requested to bring their copy of Annual Report and attendance slip to the meeting.
Relevant documents referred to in the accompanying Notice and the Statement, are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays and Sundays, during business hours up to the date of the Meeting.
Members who hold shares in dematerialized form are requested to write their Client 1D and DP 1D and those who hold in physical form are requested to write their folio number in the attendance slip.
In case of Joint Holders attending the meeting, the Member whose name appears as the First holder in the order of names as per the Register of Members of the Company will be entitled to vote.
The Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act and the Register of Contracts or arrangements in which Directors are interested maintained under section 189 of the Act will be available during the meeting for inspection to the Members.
Nomination facility for shares is available for Members. 16. Members who would like to receive notices, letters, annual reports, documents and any other correspondence by electronic mode are requested to register their email address with the Company.
The Company is providing facility for voting by electronic means and the business maybe transacted through e-voting.
In compliance with the provisions of Section 108 and other applicable provisions of the Act, if any, the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of SEBI (LODR) Regulations, 2015, the Members are provided with the facility to cast their vote electronically on all resolutions set forth in this Notice from a place other than the venue of the meeting ("remote e-voting").

The Members, whose names appear in the Register of members / list of Beneficial Owners as on Wednesday, 22" September, 2021 ("cut-off date") are entitled to vote

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MHI985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

on the Resolutions set forth in this Notice. Members who have acquired shares after the dispatch of the Annual Report and before the book closure may approach the Company I RTA for issuance of User ID and password for exercising their right to vote by electronic means.

The facility for voting through Ballot Paper will be made available at the AGM and Members attending the Meeting who have not already cast their vote by remote e- voting shall be eligible to vote at the Meeting.

Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

The Company has appointed Mr. Sushil Talathi from Mis. Sushil Talathi & Associates, Practicing Company Secretaries, Mumbai, as the Scrutinizer to scrutinize the entire e-voting process, in a fair and transparent manner.

Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (LODR)Regulations, 2015, the Company is pleased to provide members the facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM) ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).
II. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
III. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper during the AGM.
IV. The remote e-voting period commences on Sunday, 26[th] September, 2021 at 10:00 a.m. and ends on Tuesday, 28[th] September, 2021 at 5:00 p.m. During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 22[nd] September, 2021, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444

Website: www.tivoliconstruction.in email: [email protected]

V. The process and manner for remote e-voting are as under: In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)]: (i) Open email and open PDF file viz; "remote e-voting.pdf' with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.
(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ .
(iii) Click on Shareholder -Login (iv) Enter user ID and password as initial password/PIN noted in step (i) above. Click Login. Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(v) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
(vi) Select "EVEN" of "Tivoli Construction Limited" (vii) Now you are ready for remote e-voting as Cast Vote page opens.
(viii) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
(ix) Upon confirmation, the message "Vote cast successfully" will be displayed.
(x) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xi) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution! Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section ofwww.evoting.nsdl.comorcall on toll free no.: 1800-222-990.
VII. If you are already registered with NSDL for remote e-voting then you can use your! existing user ID and password/PIN for casting your vote.
VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
IX. The voting rights of members shall be in proportion to their shares of the paid- up equity share capital of the Company as on the cut-off date i.e. 22[nd] September, 2021.
X. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 22[nd] September, 2021, may obtain the login ID and password by sending a request at [email protected] or [email protected]

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800222-990.

XI. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
XII. Mr. Sushil Talathi of M/s. Sushi I Talathi & Associates, Practicing Company Secretaries (Membership No. 8506 Certificate No. 9781) have been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e- voting process in a fair and transparent manner.
XIII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Ballot paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
XIV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444

Website: www.tivoliconstruction.in email: [email protected]

person authorized by him in writing, who shall countersign the same and declare the result ofthe voting forthwith.
xv. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.tivoliconstruction.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

Details of Director seeking re-appointment as required under SEBf (Listing Obligations & Disclosure Requirements) Regulations, 2015:

Mr. Bulchand G AHUJA (DIN 00057804) Non-Executive Director since 30/05/2013

Career and experience:

Mr. Bulchand Ahuja retired from Indian Air Force as Group Captain on 31 st December 1980, after serving in the Flying Branch (General Duties / Executive) for 28 years; he was placed on Reserve List for five years thereafter. A graduate of Indian Air Force Flying College & postgraduate of Royal Air Force Central Navigation Establishment United Kingdom, Commanders Course at Air Force Administrative College, Senior Defence Management Course at Institute of Defence Management. He served as Director at the Ministry of Defence and retired on superannuation on attaining the age of 50 years. For post-retirement career in corporate world, he attended Courses in Business Management at Delhi University (Faculty of Management Studies), Labour Law Course at Indian Law Institute and Export Marketing Management with Indian Institute of Foreign Trade. He was a Fellow Member of II FT. His post retirement experience includes two years as Managing Partner of a Firm Trading in Electronic Components, thirteen years as Chief Executive of an Export House. He is a Member of Aeronautical Society of India (MAeSI)

Skills and attributes which supports strategy and long term success: His experience in the Information Technology Field / Computer Systems Management spans over thirty-five years. He has experience in various Information Technology companies as Director F&A, Chairman / Director and as Adviser to Board of Director.

Mr. B. Ahuja may be deemed to be concerned or interested to the extent of 100 equity shares held by him in the Company. Mrs. Anita Raheja who is also a Director in the Company is the daughter of Mr. Bulchand Ahuja.

Directorship's in other Listed Companies: None

Mr. Bulchand Ahuja has attended 4 (Four) Board meetings during the year 2020-2021.

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item NO.4

Appointment of Mr. Sagar Jyot Rupani as Independent and Non-Executive Director:

Members may note that the term of Mr. Kirit Thacker as Independent Director of the Company ended on September 28, 2020.

Further, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors of a Listed Entity shall comprise at least 2/3,d Independent Directors.

With a view to comply with the above requirement and to have fair representation and optimum combination on the Board, the Board of Directors of the Company based on recommendation of the Nomination and Remuneration Committee, had appointed Mr. Sagar Jyot Rupani as Additional Director (Independent and Non-Executive) with effect from December 26, 2020, as per the provisions of Section 161 of the Companies Act, 2013 ("Act") and Rules framed thereunder. He holds office upto the date of this Annual General Meeting. Further, the Board of Directors of the Company based on recommendation of the Nomination and Remuneration Committee and as per the applicable provisions of the Act and the SEBI Listing Regulations, approved the appointment of Mr. Sagar Jyot Rupani as Independent and Non-Executive Director of the Company, not liable to retire by rotation, for a term of five (5) years effective from December 26, 2020, subject to the approval of the Members at the Annual General Meeting of the Company. He is also appointed as a member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Board.

Further, Mr. Sagar Jyot Rupani has provided:-

a) his consent to act as Independent Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014; b) intimation in Form DIR-8 in terms of Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Act; and

c) a declaration to the effect that he meets the criteria of independence as prescribed under Section 149(6) of the Act.

The Company has received a notice in writing under Section 160 of the Act from a Member proposing the candidature of Mr. Sagar Rupani for the office of Director of the Company, not liable to retire by rotation.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHl985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

Brief profile of Mr. Sagar lyot Rupani is as under:

Mr. Sagar Jyot Rupani (DIN: 03418732)

Independent and Non - Executive Director since 26[th] December, 2020.

Career and Experience:

He is a BMS (Bachelor of Management Studies) graduate from Narsee Monjee College, Mumbai. He passed out in the year 2010. He has 15 years of extensive knowledge and experience in the field of real estate and textile. He is a Partner of Mis. Rupani Builders LLP and with this background, your Directors feel he has made significant contribution to an effective Board of the Company, since December, 2020 .

Skills and attributes which supports strategy and long term success:

Sound leadership and a considered approach to a strategy which is evidenced through continued delivery under the company's operating model and the development of business plans and associated targets.
Broad knowledge of the construction markets.
Detailed understanding of the external context including the climate transition, politics and regulation enabling constructive engagement in these areas.
Proactive approach to understanding stakeholder priorities including the impact of the coronavirus pandemic.

Mr. Sagar lyot Rupani does not hold any shares in the Company.

Independent Director shall not be entitled to any stock options and may receive remuneration by way of fees provided under sub-section (5) of Section 197 of the Companies Act, 2013, reimbursement of expenses for participation in the Board and other meetings if any, as may be approved by the members.

Mr. Sagar lyot Rupani is deemed to be interested or concerned in this resolution for his appointment. Apart from him, none of the persons specified in Section 102 of the Companies Act, 2013 namely the Promoters, Directors, Relatives of Promoters, Directors or the entities comprising the interest of Promoters, Directors or KMP's of the Company are concerned or interested in the above resolution financially or otherwise. He is not related to any of the other Directors or KMP of the Company.

Your Directors recommend the resolution as mentioned in Item no. 4 of the Notice for your approval.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

DIRECTORS' REPORT

To The Members, TIVOLI CONSTRUCTION LIMITED Mumbai.

The Directors present the Thirty Fifth Annual Report of Tivoli Construction Limited (the Company) along with the audited financial statements for the financial year ended March 3 1,202 I. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS (Standalone)

DIRECTORS' REPORT To The Members, TIVOLI CONSTRUCTION LIMITED Mumbai. The Directors present the Thirty Fifth Annual Report of Tivoli Construction Limited (th along with the audited financial statements for the financial year ended March 3 1,202 I. The performance of the Company and its subsidiaries has been referred to wherev FINANCIAL HIGHLIGHTS (Standalone)	DIRECTORS' REPORT To The Members, TIVOLI CONSTRUCTION LIMITED Mumbai. The Directors present the Thirty Fifth Annual Report of Tivoli Construction Limited (th along with the audited financial statements for the financial year ended March 3 1,202 I. The performance of the Company and its subsidiaries has been referred to wherev FINANCIAL HIGHLIGHTS (Standalone)	DIRECTORS' REPORT To The Members, TIVOLI CONSTRUCTION LIMITED Mumbai. The Directors present the Thirty Fifth Annual Report of Tivoli Construction Limited (th along with the audited financial statements for the financial year ended March 3 1,202 I. The performance of the Company and its subsidiaries has been referred to wherev FINANCIAL HIGHLIGHTS (Standalone)	DIRECTORS' REPORT To The Members, TIVOLI CONSTRUCTION LIMITED Mumbai. The Directors present the Thirty Fifth Annual Report of Tivoli Construction Limited (th along with the audited financial statements for the financial year ended March 3 1,202 I. The performance of the Company and its subsidiaries has been referred to wherev FINANCIAL HIGHLIGHTS (Standalone)

Particulars
	Amount in Runees	Amount in Run	ees
	2020-2021 1,64,463 9,68,497
Total Income for the year Total Expenditure for the year		2019-20 2,56,8 11,09,	20 19 212

Profit/CLoss)for the year before Taxation	(8,04,034)	(8,52,3	93)
Less: Provision for Current Taxation
	----	----
Less: Current Tax (relating to prior year)
Profit/CLoss)after taxation Other comprehensive income	---- (8,04,034)	---- (8,52,3	93)
Items that will not be reclassified to profit or
loss	----	-----

Total comprehensive income for the period Add: Surplus m Profit & Loss account	(8,04,034) 24,92,024	(8,52,3 33,44,4	93) 17

brought forward from previous year
Less: Transfer to General Reserve	----	----
Balance carried to the Balance Sheet	16,87,990	24,92,0	24
RESERVES:

RESERVES:

In view of the loss for the year, the Company has not transferred any amounts to Reserves for the financial year 2020-2021.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365) Regd. Off: 4['h] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

DIVIDEND:

In view of the loss for the year, the Directors do not recommend any dividend for the year ended March 3I, 202 I.

COMPANY's RESPONSE TO COVID-19:

The COVID- I9 pandemic is a global humanitarian and health crisis that continues to impact everyone. The actions taken by the Central and State Governments to contain the pandemic, such as closing of borders and lockdown restrictions, have resulted in significant disruption to people and businesses. While vaccines have been made available, there are delays in vaccinating large populations, increased instances of variants and infections and consequential stress on the healthcare sector. Subsequently, market demand and supply chains have been severely affected.

Among other things the Company's office(s) have been closed and Directors/employees have been working from home to observe various social distancing requirements, lockdown rules and government-mandated COVID-19 protocols. The Company, through various internal communications, has encouraged its Directors/employees to get themselves vaccinated and the Company has also taken several steps to facilitate the same. The physical and emotional wellbeing of Directors/employees continues to be top priority for the Company.

Considering the ongoing uncertainties, the Company will continue to closely monitor any material changes to future economic conditions. The Company continues to remain vigilant and cautious in this regard. As it stands in short term, the situation on business outlook is not very clear, but Company remains optimistic in the current year in spite of challenging times and environment.

SHARE CAPITAL:

The paid-up equity share capital of the Company was Rs. 50 lakhs as on 3 1[51] March, 202 I. During the year under review, the Company has not issued any shares neither has it granted any stock options or sweat equity.

FIXED 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.

INVESTOR EDUCATION AND PROTECTION FUND:

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

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has one Subsidiary Company viz. Victoria Investments Company Limited as on 31st March, 2021. 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- I is attached to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.

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.

DIRECTORSAND KEY MANAGERIAL PERSONNEL:

Mr. Rakesh Desai, Mr. Bulchand G. Ahuja and Mrs. Anita Raheja continue to be the Directors of the Company. Mr. Kirit Thacker whose first term as an Independent Director ended on 27[th] September, 2020 has ceased to be the Director of the Company with effect from 28[th] September, 2020. Mr. Sagar Rupani was appointed as an Additional Non- Executive Independent Director of the Company with effect from 26[th] December, 2020 to hold office till the conclusion of the forthcoming Annual General Meeting and subject to the approval of the members in the ensuing General Meeting, for appointment as an Independent Director to hold office for a term of five consecutive years from the date ofthe ensuing general meeting.

Ms. Prakruti Vaidya continues as the Manager of the Company, Mrs. Pinal R. Parekh continues as the Company Secretary and the Compliance Officer of the Company and Mr. Anand Labade continues as the Chief Financial Officer of the Company during the year under review.

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:

Mr. Sagar Jyotkumar Rupani (DIN: 03418732)

He is a BMS (Bachelor of Management Studies) graduate from Narsee Monjee College, Mumbai. He passed out in the year 2010. He has IS years of extensive knowledge and experience in the field of real estate and textile.

The Board is of the view that his knowledge and expertise will be an asset for the company.

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.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bulchand Ahuja is liable to retire by rotation at 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.

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 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.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met six (6) times during the financial year 20202021viz: (I) 24/06/2020 (2) 06/08/2020 (3) 05/09/2020 (4) 06/11/2020 (5) 26/12/2020 (6)05/02/2021.

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 various committees were reconstituted after the appointment of Mr. Sagar Rupani as an Additional Non- Executive Independent Director of the Company with effect from 26[th] December, 2020

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

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

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:

Mr. Rakesh Desai - Chairman
Mrs. Anita Raheja - Member
Mr. Sagar Rupani - Member

The Audit Committee met four times during the year viz. (1) 24/06/2020 (2) 06/08/2020 (3) 06/11/2020 (4) 05/02/2021.

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:

Mr. Rakesh Desai - Chairman 2. Mrs. Anita Raheja - Member 3. Mr. Sagar Rupani - Member

The Nomination & Remuneration Committee met once during the year on 26/12/2020.

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:

Mr. Rakesh Desai - Chairman 2. Mrs. Anita Raheja - Member 3. Mr. Sagar Rupani - Member

During the financial year 2020-2021, 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 st March, 2021.

The Stakeholders Relationship Committee met once during the year on 24/06/2020.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

INDEPENDENT DIRECTORS MEETING:

Committee of Independent Directors which comprises of Mr. Rakesh Desai (Chairman of the Committee) and Mr. Sagar Rupani (Member). During the year under review, the Independent Directors met on 5[th] February, 202 I, inter alia. to discuss:

I) 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.

VIGIL MECHANISM I 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.

POLICY ON PRESERVATION OF DOCUMENTS:

In accordance with Regulation 9 ofSEBl (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.

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.

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

PREVENTlON 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 a Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2020-2021, 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.

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTlON 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.

RELATED PARTY TRANSACTlONS:

There are no contracts or arrangements with Related Parties during the Financial Year 20202021 as enumerated under Section 188(1) of the Companies Act, 2013. Hence the Board does not comment on this point.

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, 202 I, 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, 202 I and of the profit and 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;

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

Regd. Off: 4[1h] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444

Website: www.tivoliconstruction.in email: [email protected]

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 Jaws and that such systems were adequate and operating effectively;

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).

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

Not applicable to the Company.

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.

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 2020-2021.

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

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 INE747VOIOI4. As on March 31, 2021,2,84,630 equity shares representing 56.93% of the total shares have been dematerialized.

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 various policies are placed on the website of the Company and the same are updated periodically.

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, 2021 is available on the Company's website www.tivoliconstruction.in and the web link for the same is http://tivoliconstruction.in!wp-content/uploads/2021/09/MGT-9Tivoli-2021.pdf

MEANS OF COMMUNICATION

The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Company had appointed Mr. 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, 20 I4.There was no qualification! reservation or adverse remark given by the Secretarial Auditor of the Company. The report of the Secretarial Auditor in Form MR - 3 is annexed herewith as Annexure I.

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.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED FROM APRIL 01, 2021 AND 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.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Mis. N. S. Shetty & Co., Chartered Accountants (Firm Registration No. lIOIOIW), were appointed as the Statutory Auditors of the Company till the conclusion of the Annual General meeting to be held in 2021. The present auditors Mis. N. S. Shetty & Co., Chartered Accountants have offered themselves and are eligible for re-appointment for a further term of 5 years from the conclusion of the ensuing Annual general Meeting to the 40[th] Annual General Meeting to be held in the year 2026 subject to the approval by the members in the ensuing Annual General Meeting.

As required under the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company has received written consent and certificate from Mis. N.S. Shetty & Co., Chartered Accountants, proposing to be re-appointed as Auditors upto conclusion of the 40[th] Annual General Meeting of the Company, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is of the opinion that the continuation of Mis. N. S. Shetty & Co., Chartered Accountants as Statutory Auditors for the further term of five years will be in the best interest of the Company and therefore members are requested to consider their re-appointment as Statutory Auditors of the Company.

OUALIFICATIONS OF AUDITORS:

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.

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

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:

Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
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.

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 as also trom the Banks.

The Directors mourn the loss of life due to COVID-19 pandemic in the Country and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

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

For and on behalf of Board of Directors of TIVOLI CONSTRUCTION LIMITED

,~t?m~o-

Rakesh Desai Director Director DIN: 00306794 DIN: 00152982

Place: Mumbai

Date: 3,"'1-Au-jl!".!. r, ~O:tl

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not fall in 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.

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 SEBI (LODR) Regulations, 2015 are not applicable to the Company. Hence this Committee has not been formed.

CORPORATE GOVERNANCE:

As per SEBI (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.

SECRETARIAL STANDARDS:

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

REGISTRAR & 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 Mail Id: [email protected]

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

Registered Office: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Contact: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in Email: tivoliconstruction!Wyahoo.co.in

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MHI985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

Management Discussion and Analysis

Macroeconomic Review:

The COVID-19 pandemic is inflicting high and rising human costs worldwide, and the necessary protection measures are severely impacting economic activity. As a result of the pandemic, the global economy contracted 3.3% in 2020, as per the World Economic Outlook published by International Monetary Fund (IMF). It weighed down growth for most economies in the world as consumption slipped and crude prices declined. When several Governments around the world implemented lockdowns to control the significant rise in the Covid-19 infections, many economies in the world saw an unprecedented GOP contraction in recent history.

Global growth is projected at 6.0 percent in 2021 and 4.4.% in 2022 as per the IMF forecasts due to fiscal support provided by a few large economies and vaccine led recovery likely to be in the second half of 2021.

The Indian economy is undergoing a V-shaped recovery, showing strong signs of revival. These positive signals are underpinned by an aggressive vaccine rollout, increasing mobility and a strong recovery expected in consumption and investments. India is expected to be the fastest growing economy in the world with GOP estimated to grow at 10.5% in 2021-22, as per the Reserve Bank of India.

India's Construction and Infrastructure Sector

Indian economy faced one of its most challenging years during 2020-2021. Lockdown imposed by the Central Government to contain the spread of coronavirus brought the economic activities to a standstill. Government of India announced various stimulus measures to generate job opportunities and provide liquidity support to various sectors including construction, infrastructure development and housing. This was subsequently followed by slew of announcements made in the Union Budget of 2021-2022 to boost economic growth. The fiscal deficit expansion and thereby creating extra room for investing in infrastructure development with 34.5% increase in capital expenditure helped improve sentiments.

Increased impetus to develop infrastructure in the country is attracting both domestic and international players. The industry is seeing policy changes, a lot of expectations, easing of some teething problems with RERA and GST, which will give way to a new order of transparency and efficiency. This development is expected to help increase the cash flow in Indian real estate sector. Single window approvals by central and various state governments will further accelerate growth of the industry.

In the "Road sector", the Government's policy to increase private sector participation has proved to be a boon for the infrastructure industry as many private players are entering the business through the public-private partnership (PPP) model. India is expected to become the third largest construction market globally by 2022.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

The Securities and Exchange Board of India (SEBI) has given its approval for the Real Estate Investment Trust (REIT) platform which will help in allowing all kinds of investors to invest in the Indian real estate market. It would create an opportunity worth Rs 1.25 trillion (US$ 19.65 billion) in the Indian market over the years. Responding to an increasingly well-informed consumer base and, bearing in mind the aspect of globalisation, Indian real estate developers have shifted gears and accepted fresh challenges. The most marked change has been the shift from family owned businesses to that of professionally managed ones. Real estate developers, in meeting the growing need for managing multiple projects across cities, are also investing in centralised processes to source material and organise manpower and hiring qualified professionals in areas like project management, architecture and engineering.

Opportunities and Threats:

Various factors affecting the business and economic environment may tum into an opportunity or challenge for the Company. As the situation in the country is not stable there are threats for the company's business which can tum into various opportunities with the recovery of the business.

Outlook:

In 2020, the construction industry was severely impacted due to the disruptions in the infrastructure development and real-estate activity caused by COVID-19. Nationwide lockdowns brought construction activities to a complete halt and the problems of labour migration exacerbated the situation in 2020-21. Just as the economy appeared to be inching back to normalcy, India has been hit by a second wave of Covid- 19 infections in early April. This time, the Covid-19 has been more infectious giving rise to spiraling cases of infections which has overwhelmed the health system in the country. The Government both at Central and the State level are working relentlessly to counter the situation and mitigate its impact. While there is no complete lockdown, the restrictive measures adopted by the States have started denting the economic activities. RBI, IMF and various rating agencies had in April projected GOP growth of upwards of II % for FY 2021-2022 and have now started revising their projection downward to below 10%.

However, with the re-opening of the economy and businesses slowly returning to normal, the construction industry expects a recovery in demand from real estate and infrastructure segments. The pandemic resulted in severe disruptions in industrial production and consumption spending in India but is expected to show a positive growth with the rollout of vaccines, government reviving infrastructure projects and pick up in real estate activities in India.

India, like many other major economies in the world, saw GOP contract in 2020-21 due to a slowdown in the economic activity. India's GOP in 2020-21 is expected to have contracted by

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) th Regd. Off: 4 Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

-7.7%, comprising a -15.7% decline in the first half and -0.1% decline in the second half of 2020-21, as per the Economic Survey 2020-21. While urban India was severely impacted due to COVID-19 and related lockdowns or curbs, economic activity and demand scenario in rural India remained resilient.

Resumption of construction work for institutional infrastructure projects, such as ports, railways; Government initiatives such as construction of concrete roads and highways under the Bharatmala Project, development of rural roads under the Pradhan Mantri Gram Sadak Yojana, among others; National Highway Projects announced by the Government across several states, have greatly helped in reviving this Sector. The Government has kept focus on housing for all by 2022. Provisions for additional outlay ofRs. 18,000 Crores for urban housing scheme over and above budget estimates of Rs. 8,000 Crores for 2021 by the Government of India under the Atmanirbhar Bharat package; houses planned for construction under Pradhan Mantri Awas Yojna. These policies by the government will help in the revival of construction industry in the Country.

Real estate sector also emerged as a major contributor to the demand revival due to increased housing requirement, decline in housing loan rates and stamp duty reduction announced by some States. All in all, year 2020-21 ended on a positive note led by a solid increase in the construction activities across rural and urban areas as well as elevated spending from Governments towards infrastructure projects. The accommodative stance of RBI to push economic growth is incentivising businesses with higher credit offtake and business activities. A benign interest rate policy coupled with "work from home" practice adopted by businesses has led to increased housing construction activities. Also, focus on infrastructure sector and housing for all scheme, shall be the drivers of the demand. There will be a huge scope for the commercial real estate due to the increasing number of grade-A office spaces for start-ups, co-working places and e-commerce. IT parks in terms of location and amenities will emerge as an exemplary trend for commercial real estate growth.

In light of the above, while there are continued uncertainties in terms of impact and duration of Covid-19 related restrictions, considering that present Covid-19 infections are likely to peak out soon and economic activities will start returning to normalcy, the outlook for the construction industry is considered cautiously optimistic.

Risks and Concerns:

The impact of macroeconomic variables such as a slowdown in the economic activity especially real estate, construction and infrastructure sector have an adverse effect on the Company's performance. The Company evaluates the associated risks while making an investment decision.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

Internal Control Systems and their adequacy:

The Company has an adequate system of internal controls to ensure accuracy of accounting records, compliance with the applicable laws & regulations. In a developing and dynamic economy such as India, regulatory environment keeps on progressing to keep pace with the global dynamics in the fields of environment, taxation, competition, governance, etc. Noncompliance of applicable regulations may lead to imposition of penalties, suspension ofoperations, among others apart from reputational damage. This may also hinder the pace of innovation, upgradation, transformation within the organisation. To mitigate the same, the Company keeps a strict vigil and regularly tracks the regulatory environment and takes necessary actions. Wherever required, it amends/ upgrade its operational practices and incurs capex to ensure compliance.

Financial Performance with respect to Operational Performance:

Total Income showed a decrease of earnings from Rs. 2,56,819/- to Rs.1 ,64,463/-.

Human Resources:

As on 31st March, 2021, the Company had three (3) employees, viz.: - Mrs. Pinal Parekh, Company Secretary, Mr. Anand Labade, Chief Financial Officer and Ms. Prakruti Vaidya, Manager.

Certification by Chief Financial Officer (CFO) & Manager

The Board of Directors Tivoli Construction Limited 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054

We, Prakruti Vaidya, Manager and Anand Labade, CFO of Tivoli Construction Limited certify to the Board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that we have reviewed the Financial statement and cash flow statement of the Company for the financial year ended 31 sl March 2021.

I. To the best of our knowledge and belief, we certifY that:
a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
b) these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations; and
c) there are no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct.
For the purposes of financial reporting, we accept the responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, and further state that there were no deficiencies in the design or operation of such internal controls.
We do further certify that there has been: a) no significant changes in internal controls over financial reporting during the year; b) no significant changes in accounting policies during the year; and c) no instances of fraud, of which we are aware during the period.

~~~ ~ Place: Mumbai Prakruti Vaidya Anand Labade Date: 31 sl August, 2021 Manager CFO

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365) Regd. Off: 4[1h] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

Annual Declaration under Regulation34 (3) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DECLARATION

As required under Regulation 34(3) read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that all the Board members and senior executives of the Company have complied with Code of Ethics of the Company for the year ended March 31, 2021.

TIVOLI CONSTRUCTION LIMITED

~P-~Jti ~es~~L AnitaRahe~ Rakesh Desai Director Director DIN: 00306794 DIN: 00152982

Place: Mumbai

Date: 31 ,1 August, 2021

CS Jignesh Makwana

us

Practicing Company Secretary

8/6, Rajesh .'atel Chawl, Orlem Tank Road Shankar Lane, Malad West

Mumbai • 400 064

Tel: 022 4970 4800 E:[email protected]

Form No. MR.3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31[sT] MARCH 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and rule NO.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To.

The Members,

TIVOLI CONSTRUCTION LTD

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tivoli Construction Ltd (hereinafter called "the Company"). Secretarial Audit was conducted in a malUler that provided me a r"",anah(' hasis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the COlnpany, its officers, aGents and authorized rcpn~sentatives during the conduct of secretarial audit, I lll'reby report that in my opinion, the Company hns, dllrin~ the audit period covering the financial year ended on 31[st] !vlarch 202l, generally complied with the statutory pruvisiuns listed hereunder and also th~lt the Company has proper Board-processes and compliance-mechanism in place to the extent, in the Inanner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by till' Company for the financial yeM ended on 31" March 2021 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;.

(ii) The Securities Contrucl (Regulation) Ad, 1956 ('SCRA') and the rules made there under;

Page 1

CS Jignesh Makwana

os

Practicing Company Secretary

5/6, Rajesh Patel Chaw I, Orlem Tank Road Shankar lane, Malad Wpst Mumbai - 400 064

Tel: 022 4970 4800 E: C'sjmakwana@cmaj!,('om

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The following Regulations and Guidelines prescribed under tlu' SC'cliritiL'~ and Exchange Board of India Act, 1992 ('SEBIAct')

a) The Securities and Exchange Board of India (Subst,mtial Acquisition of Shares and Takeovers) Regulations, 2011;

b)The Securities and Exchange lJoard of India (Prohibition of Insider Trading) Regulations, 1992; and

(v) Other laws applicabl<' to the Company as per the representation ~iven by the Company.

II we have also examined compliance with the applicable clauses of the following:

(i) Sccrelarinl Stancli.uds issued hy The Institl.llt' of Company Sl'CTQtaries of India.

(ii) The Listing Agreement entered into by the Company with USE Limited.

During the period under review and subject to the explanations given to us and the representations made by the Management, the Company has complied with the provisions of the Act. Rules, Regulations. Guidelines, Standards, etc. mentioned above.

I further report that

The compliances by the Company of applicable financial laws like Direct and Indirect tax laws have not been reviewed in this Audit since the same are subjl'd to n~view by Statutory Financial Audit.

The Board of Dirl'rtors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors "nd Independent Directors as applicable.

Adequate notice is given to all diredors to schl'duh~ tIw Board Meotings, were sent as per the compliance of the Companies Act, 2013, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the n'\Ceting and for Ineaningful participntion at the tnecting.

---Page 2 ---

CS Jignesh Makwana

os

Practicing Company Secretary

8(6, Rajc~h r.tel Ch••wl, Orlcm Tank Road Shankar lane, Malad Wesl Mumbai ~400 064

Tel: 022 4970 4800 E: csjmakwana@gmaj! com

The Board decisions are carried. uut with the assenting views of the Directors.

I further report that there are adequate systems and processes in the company conunensurale with the size and operations of the company to monitor and ensure compliance with applica?le laws, rules, regulations and guidelines.

C gnesh Makwana Pr tieing Company Sec'retary Mem No.: F9920 CUI': 13nB UDlN: F009920C000857316

Date: 30" August, 2021 Place: Mumbai

-----., .. -----~.

Page 3 -----------------

CS Jignesh Makwana

os

Practicing Company Secretary

8/6, Rajesh Patel Chawl, Orlem Tank Road Shankar une, Malad West Mumbai - 400 064 Tel: 022 4970 4800 E: c;:;jmakwana@t;mail.com

'Annexure A'

To, The Members, TIVOLI CONSTRUCflON LTD

Our report of even date is to be rend along \vith this leller.

Maintenance of Secretarial record is the responsibility of the management of the Compan)'. Our responsibility is to express an opinion on these secretarial recorlls based of our audil. .

2. \tV~ have fullo\ved tilt' audit practices and process as were appropriate to obtain rcnsonnble assurance about the correctness of the contents of the Secretarinl records. The verification was done on test basis to ensure that correct facts are reflecled in Secretarial records. \Ve believe Ulut the process and practices, we followed provide a reasonable basis for our opinion.

3. \tv€' have not verified the correctness and approprialenl'sS of financial records and !Jooks of AccounLs of the Compan)'.

Where ever required, we have obtained Management representation about the Compliance of the various other laws, rules and regulations and happening of evenls etc.
The Compliance of the proVISIons of Corporate and other applicable laws, rules, regulations, standards is the responsibility of managen'lent. Our examination was limited to the verification of procedure on tesl basis.

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Page 4--
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CS Jignesh Makwana

us

Practicing Company Secretary

8/6, Rajesh r•• trl Chaw I, Orlem Tank Ruad Shankar lane. Malad West Mumbai. 400 064 Tel: 0224970 4800 E: [email protected]

6. The Secretarial Audit report is ncithpr an assurance as to the future Viilbility of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

CP igncsh Makwana llracticing Company Secretary Mem No.: F9920 COP; 13928 UDlN: F009920C000857316

Datc; 30" August, 2021 l'lace: Mumbai

Page 5 ------------~----

TIVOLI CONSTRUCTION LTO

FORM AOC-1

(Pursuant to first proviso to sub-section (3) Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries/Joint Ventures/ Associates

Part A: Subsidiaries

		Part A: Subsidiaries
		Victoria Investments	(Rupees)
Sr. No.	Name of Subsidiary	Company Ltd
1	The date since when subsidiary was acquired	31/03/1986
2	Reporting Currency	INR
3	Share Capital	7,004,000
4	Reserves & Surplus	16,397,758
5	Total Assets	23,443,326
6	Total liabilities	41,568
7	Investments	Nil
8	Turnover	1,133,070
9	Profit/floss) Before Taxation	1,070,613
10	Provision for Taxation	278,044
11	Profitj(loss) After Taxation	792,569
12	Proposed Dividend	Nil
13	% of share holding	100%

	Part B : Associates and Joint Ventures	Part B : Associates and Joint Ventures

Sr. No.	Name of Associates/Joint Ventures	NIL
	1 latest audited Balance Sheet date Date on which the Associate or Joint Venture was

	2 associated or acquired 31;)nares or Assoclates/Jomt Ventures nela Dy tne
	Company on the year end
	Number Amount at investment m ASSociates/JoInt
	Venture
	Extend of Holding %
	4 Description of how there is significant influence 5 Reason wny tne Assoclate/Jomt Venture IS not

	consolidated 6 Networth attributable to Share holding as per
	latest audited Balance Sheet
	7 Profitj(loss) for the year

	i. Considered in Consolidation
	iL Not Considered in Consolidation

Notes: (1) Name of entities which have been liquidated or sold during the year - None. (2) The reporting period of the subsidiary company is March 31, 2021.

For and on behalf of Board of Directors of

TIVOLI CONSTRUCTION LIMITED

A-ruh£p.~Jec ;::::-pAilit a;kJa

Director DIN: 00306794

Rakesh Desai Director DIN: 00152982

Place: Mumbai Date: 31st August, 2021

.,~

N. S. SHETTY & co. `CHARTERED ACCOUNTANTS`

Phone: 2623 1716, 2623 7669 Fax: 2624 5364 E.mail : [email protected]

"Arjun". Plot No. 6A, V.P. Road. Andheri (W). Mumbal . 400 058

Independent Auditor's Report

To the Members ofTivoli Construction Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Tivoli Construction Limited ("the Company") which comprise the Balance Sheet as at 31" March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other expianatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standaione financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31" March, 2021, and Loss including Other Comprehensive Income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described In the Auditor's Responsibilities for the Audit 01 the FinancialStatements section of our report. We are independent of the Company in accordance with the Code of Ethics Issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities In accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained Is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, Based on the circumstances and facts of the Audit, there are no key audit matters to be reported.

Information Other than the Standalone Financial Statements and Auditor's Report thereon The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditorls report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other In tion and, in doing so, consider whether the other information is materially inconsistent with the '.J .i'~

['rm 0J I . ';. 'k \ C,_ 1 . '.' ::: _I ~~\ ;, .0dl .J:/J ~>, ,------:~.4

~/.

standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements The Company's Board of Directors Is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive Income, changes In equity and cash flows of the Company In accordance with the accounting principles generally accepted In India, Including the Ind AS specified under section 133 of the Act. This responsibility also Includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the company's financial reporting process

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assessthe risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion1 forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report uniess law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraph 3 and 4 of the Order.
As required by Section 143 (3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The standalone financial statements dealt with by this Report are In agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none the directors are disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
- we report that the Company has not paid/provided
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

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For N 5 5hetty & Co.
Chartered Accountants
No.:01 01W
0.035083
ace: Mumbai
Date: 23'. June, 2021
UDIN: 21035083AMACV3279
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ANNEXURE. A TO THE INDEPENDENTAUDITOR'S REPORT

(Referred to In paragraph 1 under "Report on Other Legal and Regulatory Requirements' section of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

i. The Company does not have any fixed asset and hence clause (i) of the Order is not applicable to the Company.
ii. As informed to us, the Company does not have any inventory during the year under review. Hence clause (ii) of the Order is not applicable to the Company.
iii. The Company has not granted secured/unsecured loans to Companies, firms, llP's, or parties covered in the register maintained under Section 189 of the Companies Act, 2013 ('the Act'). Accordingly, clause (iii) of the Order is not applicable to the Company.
iv. The Company has complied with the provisions of Section 185 and 186 of Companies Act, 2013 in respect of loans granted, investments made, guarantees and security provided.
v. The Company has not accepted any deposits from the public in accordance with the provisions of Section 73 to 76 of the Act and the rules framed thereunder.
vi. The Central Government has not prescribed the maintenance of cost records under Section 148 (1) of the Act, for any of the activities carried on by the Company.
vii. According to the information and explanations given to us in respect of Statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Income Tax, Goods and Service Tax, Customs Duty, Professional Tax, Cess and other material statutory dues wherever applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Income Tax, Goods and Service Tax, Customs Duty, Professional Tax, Cessand other material statutory dues In arrears as at 31" March, 2021 for a period of more than six months from the date they became payable except Professional Tax of RS.4,600/. which is outstanding for more than six months as on 31" March, 2021.
(c) There were no dues of Income Tax, SalesTax, Service Tax, Excise Duty and Value Added Tax which have not been deposited as at 31" March, 2021 on account of dispute.
viii. The Company has not availed any loan from Government/banks/financial Institutions or raised fund by issue debentures during the year. Hence clause (viii) of the Order is not applicable to the company.
Ix. The Company did not raise any money by way of Initlai public offer or further public offer (Including debt instruments) and term loans during the year. Accordingly, clause (ix) of the Order is not applicable to the Company.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company.
xiii. According to the information and explanations given to us, transactions with the related parties are in compliance with Section 177 and 188 of the Act. The details of related party have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.
xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them during the year. Accordingly, clause (xv) of the Order Is not applicable to the Company.
xvi. According to the Information and explanations given to us the Company Is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

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For N 5 Shetty & Co.
Chartered countants
F o. :01 01W
p.
• No. 035083
Place: Mumbai
Date: 23'. June, 2021
----- End of picture text -----

Annexure. BTO THE INDEPENDENTAUDITOR'S REPORT

(Referred In Para 2(f) under "Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls over financial reporting under Clause (I) of Sub.sectlon 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the Internal financial controls over financial reporting of Tivoli Construction Limited ("the Company") as of 31" March 2021 In conjunction with our audit of the standalone Ind ASfinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the Internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate Internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinIon on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by ICAIand the Standards on Auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate Internal financial controls over financial reporting was established and maintained and If such controls operated effectively In all material respects.

Our audit Involves performing procedures to obtain audit evidence about the adequacy of the Internal financial controls system over financial reporting and their operating effectiveness. Our audit of Internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control and financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a terlal effect on the financial statements.

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Inherent Umitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31" March 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

TIVOLI CONSTRUCTION LTD CIN:L4S200MH1985PLC037365

Balance Sheet as at 31st March 2021

	Particulars			Note No.	As at 31st March 2021	As at 31st March 2020	As at 31st March 2020
	ASSETS
	Non-current assets
	Financial assets:
	Investments			3	65,09,000		65,09,000
	Other financial	assets		4	2,08,000		2,08,000
	Tax Assets (net)			5	12,856		25,989
	Other non-current	assets
	Total non-current	assets			67,29,856		67,42,989
	Current assets
	Financial assets
	Trade receivables			6	67,500		67,500
	Cash and cash	equivalents		7	7,86,220		40,305
	Other balances	with Banks		8	21,00,000		35,50,000
	Other financial	assets		9	8,320		1,31,930
	Other current assets
	Total current assets				29,62,040		37,89,735
	Tota I Assets				96,91,896	1,05,32,724
	EQUITY AND LIABILITIES
	Equity
	Equity share capital			`10`	50,00,000		50,00,000
	Other equity			11	46,47,990		54,52,024
	Total equity				96,47,990	1,04,52,024
	Liabilities
	Current liabilities
	Financial Iiabilites
	Other financial	Iiabilites		12	43,906		80,700
	Other Current Iiabilites
	Total current liabilities				43,906		80,700
	Total equity and liabilities				96,91,896	1,05,32,724
Notes	forming part of the	financial	statements	1 to 24

As per our report of even date For N. S. Shetty & Co.

For and on behalf of the Board of Directors of TIVOLI CONSTRUCTION LTD

Mem. No. 035083

Place: Mumbai Date: 23 JUN 2021

-~£. Kf.du.o: ~~~\tt.,-Anita R;;'heJiJ Rakesh Desai Director Director DIN: 00306794 DIN: 00152982 ~.Q--~~' . ~bade Pinal Parekh CFO Company Secretary

TIVOLI CONSTRUCTIONLTO

CIN: L4S200MH1985PLC037365

Statement of Profit and Loss for the year ended 31st March 2021

												Year Ended	Year Ended
Particulars										Note		31st March	31st March
										No.		2021	2020
Income
Revenue from operations
Other income										`13`		164463	256819
Total income												1,64463	2,56819
Expenses
Employee benefit expenses										14		3,00,000	3,00,000
Finance costs										15		1,740	2,700
Other expenses										16		666,757	8,06512
Total expenses												968497	11,09,212
Loss before exceptional			items		and Tax							(8,04,034)	(8,52,393)
Exceptional items -	Profit/(Ioss)
Loss before Tax												(8,04,034)	(8,52,393)
Tax Expense
Income Tax
Tax in respect of earlier		years
Loss after Tax												(8,04,034)	(8,52,393)
Other Comprehensive			Income
Items that may not	be reclasified to the statement of profit and loss
Total Other comprehensive				income,		net	of	tax
Total Comprehensive		Income for the year
Earnings per share	(of		Rs 10 each):
Basic												(1.61)	(1.70)
Diluted												(1.61)	(1. 70)
Notes Fermin art	of the		financial		statements					1 to 24
As per our report of even			date
For N. S. Shetty & Co.									For and	on behalf of the Board of Directors of.
Chartered Accountants									TIVOLI	CONSTRUCTIONLTD
Fi
							t-.k'JOLj=o ~ V-' -~a				~~es~ ~L 'J Rakesh Desai
									Director			Director
									DIN: 00306794			DIN: 00152982
									M
Place: Mumbai									Anand Labade			Pinal Parekh
Date: 23 JUN	2021								CFO			Company Secretary

TIVOLI CONSTRUCTION LTD CIN:L4S200MH198SPLC037365

Cash Flow Statement for the year ended 31st March, 2021

	Particulars	Particulars						2020-21	2020-21			2019-20	2019-20
A	CASH FLOW FROM OPERATING ACTIVITIES
	Net Profit before tax									(8,04,034)				(8,52,393)
	Adjustments for:
	Interest income						1 64	463			256819
										164463				256819
	o eratin Profit before workin	ca ita!	chan	es						968497				11 09 212
	Changes in :
	Trade and other receivables
	Trade and other a abies						36794			36 794		40784		40784
	Cash generated from operations								(10,05,291)				(	10,68,428)
	Direct Taxes aid Net of Refunds									13 133				28840
	Net cash flow from 0 eratin	activities								992158				1039588
B	CASH FLOW FROM INVESTING ACTIVITIES
	Investments in Bank Deposits (having		original		maturity	of more				14,50,000				7,00,000
	than three months)
	Interest received									288073				2 83401
	Net cash flow from investin	activities								1738073				983401
C	CASH FLOW FROM FINANCIAL ACTIVITIES
	Receipt of Loan given to Corporate
	Net cash flow from financin	activities
	NET CHANGES IN CASH AND	CASH	EQUIVALENTS							7,45,915				(56,187)
	CASH AND CASH EQUIVALENTSAT		THE	START OF		THE YEAR				40,305				96,492
	CASH AND CASH E UIVALENTSAT		THE	END OF THE YEAR						786220				40305
							For and on behalf			of the Board of	Directors		of
							TIVOLI CONSTRUCTION LTD
						~""h~'~1C; ~ " Ran,eid			~	~~~" Rakesh		~->.\Lt.L Desai
							Director			Director
							DI\003!94			DIN:	00152982
										f~'~~'
							~
	Place: Mumbai						Anand labade			Pinal Parekh
	Date: 23 JUN 2021						CFO			Company Secretary

TIVOLI CONSTRUCTION LTD CIN:l45200MH1985PlC037365 Statement of Changes in Equity

			`Rs`
a} Equity share capital
As at 1st April, 2019			50,00,000
Changesin the equity share capital during the year
As at 31st March 2020			50,00,000
Changesin the equity share capital during the year
As at 31st March 2021			5000000
	Reserves and surplus
Particulars	General reserve	Retained	Total
		Earnln s
Balance as at April 1, 2019	29,60,000	33,44,417	63,04,417
Lossfor the year		(8,52,393)	(8,52,393)
Other comprehensive income for the year, net of tax
Total comprehensive income for the year		(8,52,393)	(8,52,393)
Allocationsj Appropriations
Transferred (to) / from Retained Earnings
Balance as at March 31, 2020	29,60,000	24,92,024	54,52,024
Balance as at April 1, 2020	29,60,000	24,92,024	54,52,024
loss for the year		(8,04,034)	(8,04,034)
Other comprehensive income for the year, net of tax
Total comprehensive income for the year		(8,04,034)	(8,04,034)
Allocationsj Appropriations
Transferred (to) / from RetainedEarnings
Balance as at March 31, 2021	29,60,000	16,87,990	46,47,990

Nature & Purpose of Reserve

(a) General reserve

The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensiveincome.

(b) Retained earnings

Retainedearnings represents the amount of accumulated earnings of the Company.

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As per our report of even date
For N. S. Shetty & Co. For and on behalf of the Board of Directors of
Chartered A TIVOLI CONSTRUCTIONLTD
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OIPJri@Ja J Kakesh Desai
Director Director
DIN: 00306794 DIN: 00152982
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Place: Mumbai Anand Labade Pinal Parekh
Date,23 JUN 2021 CFO Company Secretary
----- End of picture text -----

TIVOLI CONSTRUCTION LTO Notes forming part of the Financial Statements

Note 1: Corporate Information:

TIVOLI CONSTRUCTIONLTD (the "Company"), is a public limited company incorporated in India and has its registered office situated at 4[th] Floor, Raheja Chambers, Linking Road and Main Avenue, Santacruz (West), Mumbai 400 054. The Company is primarily engaged in the business of construction.

Note 2: Basis of Preparation, Critical Accounting Estimates and Judgements, Significant Accounting Policies and Recent Accounting Pronouncements:

(i) Compliance with INO AS

These standalone financial statements have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as the 'Ind AS') as prescribed under Section 133 of the Companies Act, 2013 (the 'Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other relevant provisions of the Act.

(Ii) Basis of preparation

(a) These standalone financial statements have been prepared on a historical cost convention, on the accrual basis of accounting. The accounting policies have been applied consistently over all the periods presented in financial statements.
(b) Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
(c) Current Assets do not include elements which are not expected to be realised within 1 year and Current Liabilities do not include items which are due after 1 year, the period of 1 year being reckoned from the reporting date.

(iii) Critical accounting estimates and judgements

The preparation of these standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make judgements, estimates and assumptions, that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expenses for the years presented. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements pertain to:

(a) Impairment testing: The recoverable amount of cash generating units is higher of valuein-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which include turnover and earnings muitiples, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, and )' ture economic and market conditions. '. . '(> ~ ,/ rr~(~!~.i e Taxes: Deferred tax assets are recognized to the extent that it is regarded as \ 1 'J I '.-P~, ble that deductible temporary differences can be realized. The Company estimates "\ I.I'J ,lJdl f...~A . ~~'jI ~ "''-LJAC~

deferred tax assets and liabilities based on current tax laws and rates and in certain cases, business plans, including management's expectations regarding the manner and timing of recovery of the related assets. Changes in these estimates may affect the amount of deferred tax liabilities or the valuation of deferred tax assets and thereby the tax charges in the Statement of Profit or Loss.

Provision for tax liabilities require judgements on the interpretation of tax legislation, developments in case law and the potential outcomes of tax audits and appeals which may be subject to significant uncertainty. Therefore the actual results may vary from expectations resulting in adjustments to provisions, the valuation of deferred tax assets, cash tax settlements and therefore the tax charge in the Statement of Profit or Loss.

(iv) Significant Accounting Policies:

(a) Revenue recognition:

(i) Income from operations

Revenue from operations is accounted on accrual, is net of indirect taxes, returns and discounts. Revenue is measured at the fair value of the consideration received or receivable.

(ii) Interest:

Interest income is accrued on a time proportion basis using the effective interest rate method.

(b) Investments in subsidiaries

Investment in a subsidiary is a long-term investment and is carried at cost.

(c) Taxation

(i) Provision for current taxation has been made in accordance with the Income Tax laws applicable to the assessment year.
(ii) Deferred tax is recognized on timing difference being the difference between taxable incomes and accounting income that originates in one period and is capable of reversal in one or more subsequent periods. Where there is unabsorbed depreciation, or carry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets.
(iii) Minimum Alternate Tax ("MAT") credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each balance sheet date and the carrying amount is written down to the extent there is no longer a convincing evidence that the Company will be liable to pay normal income tax during the specified period.

(d) Impairment of assets

The carrying amounts of assets are reviewed at each balance sheet date, to assess any indication of impairment. If any such indication exists, the recoverable amount of such assets is estimated. An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is greater of the net selling price or value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, based on an appropriate discounting factor.

A previously recognized impairment loss is increased or reversed depending on changes in circumstances.

will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation.

(f) Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit/ (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. Cash flow for the year is classified by operating, investing and financing activities.

(g) Earnings per Share

Basic earning per share is computed, by dividing the profit or loss after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share.

(h) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(I) Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial assets at initial recognition.

When financial assets are recognised initially, they are measured at fair value. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Classification:

Cash and Cash Equivalents - Cash comprises cash/cheques on hand and demand deposits with banks. Cash equivalents are short-term balances with an original maturity of three months or less from the date of acquisition, highly liquid investment that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
Debt Instruments - The Company classifies its debt instruments as subsequently measured at amortised cost, fair value through Other Comprehensive Income or fair value through profit or loss based on its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

(i) Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included as a part of the Company's income in the Statement of Profit and Loss using the effective interest rate method.

(ii) Financial assets at fair value through Other Comprehensive Income (FVOCI)

Financial assets are subsequently measured at fair value through Other Comprehensive Income if these financial assets are held for collection of contractual
'" ash flows and for selling the financial assets, where the assets' cash flows represent
, • ) cf ely payments of principal and interest. Movements in the carrying value are taken
/ firm iii ugh Other Comprehensive income, except for the' recognition of impairment gains
. (") -. ~ ) -. ",:, wv ~~I\ ,(/)/ sses, interest revenue are recognised in the Statement of Profit and Loss. When ~ /".O)di/ ~E}',financial asset is derecognised, the cumulative gain or loss previously recognised ~, ,~"in.tl ther Comprehensive Income is reclassified from Other Comprehensive Income to r'~L ACO

the Statement of Profit and Loss. Interest income on such financial assets is included as a part of the Company's income in the Statement of Profit and loss using the effective interest rate method.

(iii) Financial assets at fair value through profit or loss (FVTPL)

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on such debt instrument that is subsequently measured at FVTPLand is not part of a hedging relationship as well as interest income is recognised in the Statement of Profit and Loss.

(II) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised, and through the amortisation process.

De-recognition

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Statement of Profit and Loss,

(III) Impairment of financial assets

The Company assesses, at each reporting date, whether a financial asset or a group of financial assets is impaired. Ind AS-109 on Financial Instruments, requires expected credit losses to be measured through a loss allowance.

TIVOLI CONSTRUCTION LTO

Notes forming part of the financial statements

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As at As at
Particulars 31st March 31st March
2021 2020
Note 3 Non Current Investments
Investment In equity of subsidiary - Unquoted
Victoria Investments Company Limited
700,400 (700,400) fully paid up equity shares 65,09,000 65,09,000
of Rs.lO each
65 09 000 65 09 000
Note 4 Other non.current financial assets
Depositswith banks 2,08,000 2,08,000
2 08 000 2 08 000
Note 5 Tax assets (Net)
Income Tax assets (net)
Opening balance for the year 25,989 54,829
Less: Tax payable for the year - -
Add: Taxes paid 12,221 25,354
Less: Refund Receivedduring the year (25,354) (54,194)
Add: Adjustment for earlier years tax provision -
Closing balance 12856 25989
Note 6 Trade receivables (unsecured)
Trade receivables. considered good 67,500 67,500
Trade receivables which have significant increasein Credit Risk - -
Trade receivables - credit impaired - -
67500 67500
Note 7 Cash and cash equivalents
Cashon hand 979 979
Balanceswith bank in current account 785241 39326
786220 40 305
Note 8 Other Balances with Banks
Term deposits with original maturity for
more than 3 months but less than 12 months 21,00,000 35,50,000
21 00 000 3550 000
Note 9 Other financial assets
Interest receivable 8,320 1,31,930
8320 1 31 930
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T1VOU CONSTRUCTION LTO

Notes forming part of the financial statements

Notes forming part of the financial statements	Notes forming part of the financial statements	Notes forming part of the financial statements	Notes forming part of the financial statements

	Particulars			As at As at 31st March 31st March
Note 10 a) b) c) d) e)	Equity Share Capital Authorised Capital 5,00,000 (5,00,000) Equity shares of Rs.10 each Issued share capital 5,00,000 (S,OO,OOO)Equity shares of Rs.10 each Subscribedand fully paid up 5,00,000 (5,00,000) Equity shares of Rs.10 each Reconciliation of the number of shares outstand	ino at the beoinno and at the end		2021 2020 50,00,000 50,00,000 50,00,000 50,00,000
				5000000 5000000
				,, ,,
				50 00 000 5000000 of the year
		Asat31stMa	rch2021	Asat31stMarch2020
	Atthebeinn oftheear	No.of shares 500000	`R.` 5000000	No.of shares `R.` 500000
	gg y	,,	,,	,, 50,00,000 -
	At the end of the vear Shareholders hold inn more than 5% shares	5,00000	SO00 000	500000 5000000
		As at 31st M	arch 2021	As at 31st March 2020
		No. of shares	% of holdinn	No.of shares % of holdinn
	AnitaD RaheJa	50,030	10.01%	50,030 10.01%
	ProgressiveStar FinancePrivateLTD	68,900	13.78%	68,900 13.78%
	Kamla C Wadhwa	1,23,200	24.64%	1,23,200 24.64%
Note 11 (a) (b)	Other equity General reserve As per Last BalanceSheet Retained earnings Opening Balance Add: Net Profit/(Ioss) after tax transferred from statement of profit and loss Closing Balance			29,60,000 29,60,000 24,92,024 33,44,417 '804034' (852 393
				16,87,990 24,92,024

				4647990 54 52 024
Note 12	Other current financial liabilities Statutory liabilities Liability for expenses			9,650 8,400
				34,256 72,300

				43906 80700

TIVOLI CONSTRUCTION LTO

Notes forming part of the financial statements

Notes forming part of the financial statements


Particulars	Year Ended 31st March	Year Ended 31st March
Note 13 Other income Interest income On deposit with Banks On Income Tax Refund	2021 1,62,947	2020 2,53,533
	1,516	3,286

	164,463	2,56,819
Note 14 Empoyee benefit expenses Salaries & wages
	3,00,000	3,00,000

	3,00000	3,00,000
Note 15 Finance costs Bank Charges
	1,740	2,700

	1740	2,700
Note 16 Other expenses Advertisement expenses Annual custody fees Filing fees Listing fees Rates and taxes Legal and professional Auditors remuneration (Refer note below) Directors' sitting fees Miscellaneous expenses Auditors' remuneration comprises Statutory Audit Others	74,976 9,000 5,061 3,00,000 97,897 1,03,250 50,000 4,500	97,568 9,000 8,627 3,00,000 1,84,070 1,49,768 50,000 5,750
	22,073	1729
	666757 30,000	8,06,512 30,000
	20000	20000
	50000	50000
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•

TIVOLI CONSTRUCTION LTD Notes forming part of the Financial Statements

Note-17 Earninas Per Share (EPS)

31st March, 31st March, 2021 2020 Basic & Diluted Continuina and total oDerations Net profit / (loss) for the year (8.04.034\ (8.52.393\ Weiahted averaae number of eQuity shares 5.00.000 5.00.000 Par value Def share 10 10 Earninos Der share ( 1.61) (1.70)

Note-18 Dues to Micro & Small Enterprise

Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no due/overdue principal amounts I interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year.

Note-19 Segment information

The nature of activities of the Company is such that there are neither reportable nor geographical segment in terms of Ind AS -108 on "Operating SegmentsN•

Note-20 Related Party Disclosure

Related Party Disclosure	Related Party Disclosure	Related Party Disclosure
Names of related parties and related party relationship-where control exists Victoria Investments Company Ltd Subsidiary Company Key Managerial Personnel Bulchand Ahuja Director Kirit Thacker Director Anita Raheja Director Rakesh Desai Director Sagar Rupani Director Anand Labade CFO Pinal Parekh Company Secretary Transactions with Related parties during the ear Particulars 2020-21 2019-20 Remuneration Pinal Parekh 3,00,000 3,00,000 Directors Sitting Fees Bulchand Ahuja 1,000 750 Anita Raheja 1,500 1,750 Kirit Thacker 250 1,500 Sagar Rupani 250 - Rakesh Desai 1500 1750 Balances with Related Parties as on 31st March Particulars Investments Victoria Investments Com an Ltd 2021 2020-21 65 09 000 2019-20 65 09,000

Transactions with Related parties during the	ear
Particulars Remuneration Pinal Parekh Directors Sitting Fees Bulchand Ahuja Anita Raheja Kirit Thacker Sagar Rupani	2020-21 3,00,000 1,000 1,500 250 250	2019-20 3,00,000 750 1,750 1,500 -
Rakesh Desai 1500 Balances with Related Parties as on 31st March Particulars Investments Victoria Investments Com an Ltd 2021 2020-21 65 09 000

Note-21 Contingent liabilities & Commitments

The Company does not have any contingent liability and commitments as on the balance sheet date.

Note-22 Deferred Tax Since there are no material adjustments between both Accounting Income and Taxable Income, the Deferred Tax assets or Liabilities is Nil in accordance with Ind AS 12 on "Income TaxesN•

Note-23 In the opinion of management, Current Assets, Loans and Advances have a relizable value in the ordinary course of business not less than the amount at which thay are stated in the balance sheet and provision for all known liabilities and doubtful assets have been made.

Note-24 The company's has only interest income. Considering the same, it has no material impact on the revenue due to COVID-19. Company is also expecting their assets to be realized at their values reflecting in books.

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For and on behalf of the Board of Directors of
TIVOLI CONSTRUCTION LTD
\
. .~luIc" ~~ eM.. ~\u,L
Anita""Raheja- J Rakesh Desai
Director Director
DIN: 00152982
DINl. 0 00~3~O94
~.~.~A..
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Place'rt1UJ"b~;U N Anand Labade PinalPa~
Date:" v J CFO Company Secretary
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N. S. SHETTY & co. `CHARTERED ACCOUNTANTS`

Phone: 2623 1716, 2623 7669 Fax: 2624 5364 E-mail: [email protected] Independent Auditor's Report

"Arjun". Plot No. 6A, VP. Road. Andheri (W). Mumba. - 400 058

To the Members of Tivoli Construction Limited

Report on the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of TIvoli Construction Limited ("the Holding Company") and its subsidiary (the Holding Company and its Subsidiary together referred to as "the Group") which comprise the consolidated Balance Sheet as at 31" March, 2021, the consolidated Statement of Profit and Loss (including Other Comprehensive Income), the consolidated Statement of Changes in Equity and the consolidated Statement of Cash Flows for the year ended on that date, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") specified under section 133 of the Act and other accounting principles generally accepted in India, of the consolidated state of affairs of the group as at 31" March, 2021, and Lossincluding other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibifities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the proviSions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon. Based on the circumstances and facts of the Audit, there are no key audit matters to be reported.

Information Other than the Consolidated Financial Statements and Auditor's Report thereon The Holding Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the matters stated in section 134(S) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, total comprehensive Income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. The Holding Company's Board of Directors is also responsible for ensuring accuracy of the records including financial information considered necessary for the preparation of consolidated Ind AS financial statements. Further, in terms of the provisions of the Act, the respective Board of Directors / management of the companies included in the Group are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial statements have been used for the purpose of preparation of the consolidated financial statements by the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit In order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the pianned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by section 143 (3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Group so far as it appears from our examination of those books.
c. Consolidated Financial Statements dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors of Holding Company and Subsidiary Company as on 31st March, 2021 taken on record by the Board of Directors, none of the directors of Group Company are disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and it's Subsidiary Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure liN'.
g. As required by section 197(16) of the Act, we report that the Holding Company and Subsidiary Company has not paid/provided remuneration to its Director during the year.
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Group does not have any pending litigations which would impact its financial position.
ii. The Group did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Group .

• No. 035083

Place: Mumbai

Date: 23'. June, 2021 UDIN: 21035083AAAACW5482

Annexure - A TO THE INDEPENDENTAUDITOR'S REPORT

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Tivoli Construction Limited ("the Holding Company") and its subsidiary company (together referred to as 'the Group') as of 31" March, 2021 in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its subsidiary company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Group based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internai Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Group internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the any's assets that could have a material effect on the financial statements.

-'3Ty"_

4'0 Firm 0 . r. '". No. ~ 1~J, W ~ flu,. i ~ '1'1::, . t-'" II DA

Inherent Umitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Group has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31n March, 2021, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

==> picture [96 x 150] intentionally omitted <==

----- Start of picture text -----

For N SShetty & Co.
Chartered Accountants
FRN : OllOlOlW
Partner
M. .035083
Place: Mumbai
Date: 23'. June, 2021
----- End of picture text -----

TIVOLI CONSTRUCTION LTD

CIN: L45200MH1985PLC037365

Consolidated Balance Sheet as at 31st March 2021

					As at	As at		As at
	Particulars			Note No.	31st March 2021			31st March 2020
	ASSETS
	Non-current assets
	Financial assets:
	Loans			3		83,00,000		83,00,000
	Other financial	assets		4		2,39,000		2,39,000
	Tax assets (net)			S			13,136		33,326
	Other non.current	assets
	Total non-current	assets				85,52,136		85,72,326
	Current assets
	Financial assets
	Trade receivables			6			67,500		67,500
	Cash and Cash	equivalents		7		9,16,715		1,86,306
	Other balances	with Banks		8		81,75,000		95,00,000
	Other financial	assets		9		89,14,865		83,47,837
	Other current assets
	Total current assets				1,80,74,080			1,81,01,643
	Total Assets				2	66	26 216	26673969
	EQUITYAND LIABILITIES
	Equity
	Equity Share Capital			10		50,00,000		50,00,000
	Other Equity			11	2	1540742		2 15	52 207
	Total Equity				2,65,40,742			2,65,52,207
	Liabilities
	Current liabilities
	Financial Habilites
	Other financial	liabilites		12			73,912	1,10,200
	Provisions			`13`			11 562		11 562
	Total current liabilities						85,474	1,21,762
	Total equity and liabilities				26626216			26673969
				1 to 27
Notes formin art of the		consolidated financial statements
AS per our report of even		date	For and	on behalf	of the Board		of Directors	of
For	N. S. Shetty & Co.		TIVOLI	CONSTRUCTIONLTO
Chartered ccountants
Fi	Re9
Mem. No. 035083
Place: Mumbai					Pinal Parekh
Date: 23 JUN 2021			CFO		Company	Secretary

TIVOLI CONSTRUCTION LTD

CIN:L4S200MH1985PLC037365

Consolidated Statement of Profit and loss for the year ended 31st March 2021

Particulars						Note No.		Year Ended 31st March 2021	Year Ended 31st March 2021	Year Ended 31st March 2021	Year Ended 31st March 2020	Year Ended 31st March 2020
Income
Revenue from operations
Other income						14				1297533	1446669
Total income										1297533	1446669
Expenses
Employee benefit	expenses					15				3,00,000		3,00,000
Finance costs						16				2,035		2,700
Other expenses						17				728919		863666
Total Expenses										1030954	11 66 366
Profit before exceptional				items and Tax						2,66,579		2,80,303
Exceptional items	- Profitj(loss)
Profit before Tax										2,66,579		2,80,303
Tax Expense
Income Tax										2,69,000
Tax in respect of earlier		years								9044
Profit after Tax										(11,465)		37,824
Other Comprehensive			Income
Items that may not be reclasified to the statement					of profit and loss
Total Other comprehensive				income, net of tax
Total Comprehensive		Income for the year										37824
Earnings per share (of			Rs	10 each):
Basic										-0.02		0.08
Diluted										-0.02		0.08
Notes forming part	of the		consolidated financial
statements						1to 27
As per our report of even			date
For N. S. Shetty	& Co.				For and on behalf		of	the Board of Directors			of
Chartered Accountants					TIVOLI CONSTRUCTION LTD
. -	110101W
					~o n'ffinri.	.. h~a	~	~ ~:\<-b...- Rakesh Desai
					Director			Director
					DIN: 00306794			DIN:	00152982
Mem. No. 035083
								Pinal	Parekh
					CFO			Com	an Secreta

TIVOLI CONSTRUCTION LTD CIN: L4S200MH198SPLC03736S Consolidated Cash Flow Statement for the year ended 31st March, 2021

		Particulars	Particulars	Particulars	Particulars	Particulars				2020-21
A	CASH FLOW FROM	OPERATING			ACTIVITIES
	Net Profit before tax											2,66,579		2,80,303
	Adjustments for:
	Interest income							1297		533			1446669
												12 97 533		1446669
	o eratin Profit before workin			ca ital		chan es						10 30 954		11 66 366
	Changes in :
	Trade and other receivables
	Trade and other a abIes											36 288	40784	40 784
	Cash generated from	operations									( 10,67,242)			(11,25,582)
	Direct Taxes Net of Refunds											2 57 847		2 17955
	Net cash flow from	0 erali"		activities							13 2S 089			1343537
B	CASH FLOW FROM	INVESTING			ACTIVITIES
	Investments in Bank	Deposits	(having			original	maturity	of more				13,25,000		5,78,830
	than three months)
	Interest received											7 30 505		7 70 393
	Net cash flow from	investin		activities							20 S5 SOS			1349223
C	CASH FLOW FROM	FINANCIAL			ACTIVITIES
	Receipt of Loan given	to Corporate
	Net cash flow from	financin		activities
	NET CHANGES IN CASH AND			CASH		EQUIVALENTS						7,30,416		5,686
	CASH AND CASH EQUIVALENTS				AT	THE START OF		THE YEAR				1,86,306		1,80,620
	CASH AND CASH E	UIVALENTS			AT	THE END OF THE YEAR						916722		186306
								For and		on behalf of	the Board of		Directors of
								TIVOLI	CONSTRUCTION			LTD
								~.~e-:				~~~~L-
								Anita Raheia					Rakesh Desai
								Director 01,: OO~67~4					Director DIN: 00152982
													e,R,f~,
								~
	Place: Mumbai							Anand Labade					Pinal Parekh
	Date: 2 3 JUN	2021						CFO					Company Secretary

TIVOLI CONSTRUCTIONlTD CIN: l45200MH1985PlC037365

Consolidated Statement of Changes in Equity

a) Equity share capital

As at 1st April, 2019

Changes in the equity share capital during the year As at 31st March 2020

Changes in the equity share capital during the year As at 31st March 2021

Rs 50,00,000 50,00,000 5000000

bOther e ui

bOther e	ui
					Resenfes and surplus
Particulars			Capital	Capital	Resenfe	General	Retained	Total
			resenfe	redemption	Fund of RBI	resenfe	earnings
				reserve	Act,1954
Balance as	at April 1, 2019		4,95,000	1,000	28,50,391	36,12,500	1,45,55,492	2,15,14,383
Profit for the	year						37,824	37,824
Other comprehensive		income for the year, net of tax
Total comprehensive		income for the year					37,824	37,824
Allocationsl	Appropriations
Transferred	(to) I from Retained Earnings					20000	20000
						20000	20000
Balance as	at March	31, 2020	4,95,000	1,000	28,50,391	36,32,500	1,45,73,316	2,15,52,207
Balance as	at April 1, 2020		4,95,000	1,000	28,50,391	36,32,500	1,45,73,316	2,15,52,207
Profit for the	year						(11,465)	(11,465)
Other comprehensive		income for the year, net of tax
Total comprehensive		income for the year					(11,465)	(11,465)
Allocationsl	Appropriations
Transferred	(to) I from Retained Earnings					20000	20000
						20000	20000
Balance as	at March	31, 2021	4,95,000	1,000	28,50,391	36,52,500	1,45,41,851	2,15,40,742

Nature 8t Purpose of Resenfe

(a) Capital resenfe

The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group's own equity instruments to capital reserve.

(b) Capital redemption resenfe

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

(C) Resenfe fund of RBI Act, 1954 The Company has created a Reserve Fund in terms of Section 45-1C(1) of Reserve Bank of India Act, 1934 and now it is not required to be registered, accordingly no further transfer is made.

(d) General resenfe

(e) Retained earnings

Retained earnings represents the amount of accumulated earnings of the Company.

As per our report of even date For N. S. She &. Co. For and on behalf of the Board of Directors of Ch edA c TIVOLI CONSTRUCTIONlTD Fir ~ ~.'.~~...:4> 'LRakesh Desai Director Director DIN: 00152982 Mem. No. 035083 \N:~]6794 ~ Place: Mumbai Anand labade Pinal Parekh Da,e'23 JUN 2021 CFO Company Secretary

TIVOLI CONSTRUCTION LTD Notes forming part of the Consolidated Financial Statements

Note 1: Corporate Information:

TIVOLI CONSTRUCTIONLTD (the "Company") and it's subsidiary (together referred to as 'the Group'), is a public limited company incorporated in India and has its registered office situated at 4[th] Floor, Raheja Chambers, Linking Road and Main Avenue, Santacruz (West) Mumbai 400054.

The Group is primarily engaged in the business of construction and providing loans.

Note 2: Basis of Preparation, Critical Accounting Estimates and Judgements, Significant Accounting Policies and Recent Accounting Pronouncements:

(i) Compliance with IND AS

These consolidated financial statements have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as the 'Ind AS') as prescribed under Section 133 of the Companies Act, 2013 (the 'Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other relevant provisions of the Act.

(ii) Basis of preparation

(a) These consolidated financial statements have been prepared on a historical cost convention, on the accrual basis of accounting. The accounting policies have been applied consistently over all the periods presented in financial statements.
(b) Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
(c) Current Assets do not include elements which are not expected to be realised within 1 year and Current Liabilities do not include items which are due after 1 year, the period of 1 year being reckoned from the reporting date.

(iii) Principles of consolidation and equity accounting

(a) Subsidiary

Subsidiary is an entity (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of that entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

The Group combines the financial statements of the parent and its subsidiary line by line adding together like items of assets, liabilities, equity, income and expenses. Intra-Group transactions, balances and unrealised gains on transactions between entities within the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit and Loss, Consolidated Statement of Changes in Equity and the Consolidated Balance Sheet respectively.

(iv) Critical accountingestimates and judgements

The preparation of these consolidated financial statements in conformity with the recognition and measurement principles of Ind AS requires management to make judgements, estimates and assumptions, that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the financial statements and the reported amounts of income and expenses for the years presented. Actual results may differ from these estimates.

(a) Impairment testing: The recoverable amount of cash generating units is higher of valuein-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which include turnover and earnings multiples, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, and future economic and market conditions.
(b) Income Taxes: Deferred tax assets are recognized to the extent that it is regarded as probable that deductible temporary differences can be realized. The Company estimates deferred tax assets and liabilities based on current tax laws and rates and in certain cases, business plans, including management's expectations regarding the manner and timing of recovery of the related assets. Changes in these estimates may affect the amount of deferred tax liabilities or the valuation of deferred tax assets and thereby the tax charges in the Statement of Profit or Loss.

(v) Significant AccountingPolicies:

(a) Revenue recognition:

(i) Income from operations

Revenue from operations is accounted on accrual, is net of indirect taxes, returns and discounts. Revenue is measured at the fair value of the consideration received or receivable.

(ii) Interest:

Interest income is accrued on a time proportion basis using the effective interest rate method.

(b) Taxation

. Provision for current taxation has been made in accordance with the Income Tax laws
/: ' r[.] I _Y' c:' 0 applicable to the assessment year.
'. r,rm (". eferred tax is recognized on timing difference being the difference between taxable . -. ; '" "~~~ ~/ comes and accounting income that originates in one period and is capable of reversal Si. II .)ai lj/ one or more subsequent periods. Where there is unabsorbed depreciation, or carry "'.p/~;/ co,s,,~orward losses, deferred tax assets are recognised only if there is virtual certainty of to'" realisation of such assets.
(iii) Minimum Alternate Tax ("MAT") credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each balance sheet date and the carrying amount is written down to the extent there is no longer a convincing evidence that the Company will be liable to pay normal income tax during the specified period.

(e) Impairment of assets

A previously recognized impairment loss is increased or reversed depending on changes in circumstances.

(d) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a binding present obligation. This may be either legal because it derives from a contract, legislation or other operation of law because the Company created valid expectations on the part of the third parties by accepting certain responsibilities. To record such an obligation it must be probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation.

(e) Statement of Cash Flows

(f) Earnings per Share

(g) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(I) Financial assets

Initial recognition and measurement

When financial assets are recognised initially, they are measured at fair value. However, trade receivables that do not contain a significant financing component are measured at transaction price.

'I YC~l I'f' Icatlon:,

r:rm • -ct sh and Cash Equivalents - Cash comprises cash/cheques on hand and demand ; -:. "',~i ~,~ osits with banks. Cash equivalents are short-term balances with an original maturity of , '}.\ t",," fh[l] ee months or less from the date of acquisition, highly liquid investment that are readily "71'r, " /.~":} (r,~uACO-s;.:

convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

Debt Instruments - The Company classifies its debt instruments as subsequently measured at amortised cost, fair value through Other Comprehensive Income or fair value through profit or loss based on its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

(i) Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included as a part of the Company's income in the Statement of Profit and Loss using the effective interest rate method.
(i1) Financial assets at fair value through Other Comprehensive Income fFVOCI) Financial assets are subsequently measured at fair value through Other Comprehensive Income if these financial assets are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest. Movements in the carrying value are taken through Other Comprehensive income, except for the' recognition of impairment gains or losses, interest revenue are recognised in the Statement of Profit and Loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from Other Comprehensive Income to the Statement of Profit and Loss. Interest income on such financial assets is included as a part of the Company's income in the Statement of Profit and loss using the effective interest rate method.

(iii) Financial assets at fair value through profit or loss fFVTPLl

(II) Financial liabilities

Initial recognition and measurement

Subsequent measurement

/ ~'eor co nition ., / r;rm A " III cial liability is de-recognised when the obligation under the liability is discharged or ..• 0\1 I ~".' ',l~r ~'f" '. ,)" lied or expires. When an existing financial liability is replaced by another from the -;lO ; I", . ).5 ~e/ lender on substantially different terms, or the terms of an existing liability are """, .". II .,-;" '-' _ U.~$antially modified, such an exchange or modification is treated as a de-recognition of 'It.:.DA~O

the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Statement of Profit and Loss,

(III) Impairment of financial assets

The Company assesses, at each reporting date, whether a financial asset or a group of financial assets is impaired. Ind AS-lOg on Financial Instruments, requires expected credit losses to be measured through a loss allowance.

TIVOLI CONSTRUCTION LTD Notes forming part of the consolidated financial statements

==> picture [408 x 560] intentionally omitted <==

----- Start of picture text -----

Particulars I 31stAsMarchat I 31stAsatMarch
2021 2020
Note 3 Non Current loans (Unsecured)
Loans Receivable. considered good 83,00,000 83,00,000
Loans receivables which have significant increase in Credit Risk -
Loans receivables. credit impaired -
8300 000 83 00 000
Note 4 Other non-current financial assets
Deposits with banks 2,39,000 2,39,000
239000 239000
Note 5 Tax assets (Net)
Income Tax assets (net)
Opening balance for the year 33,332 57,849
Less: Tax payable for the year (2,69,000) (2,85,077)
Add: Taxes paid 2,83,202 3,17,525
Less: Refund Received during the year (25,354) (99,569)
Add: Adjustment for earlier years tax provision '9044' 42598
Closing balance 13 136 33326
Note 6 Trade receivables (unsecured)
Trade receivables - considered good 67,500 67,500
Trade receivables which have significant increase in Credit Risk - -
Trade receivables - credit impaired - -
67500 67500
Note 7 cash and cash equivalents
Cash on hand 1,023 1,023
Balances with bank in current account 9,15,692 1,85,283
9 16715 1 86 306
Note B Other Balances with Banks
Term deposits with original maturity for 81,75,000 95,00,000
more than 3 months but less than 12 months
81 75000 9500000
Note 9 Other financial assets
Interest receivable 89,14,865 83,47,837
89 14 865 8347837
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TIVOLI CONSTRUCTION LTD Notes forming part of the consolidated financial statements

															As at		As at
		Particulars													31st March	31st March
															2021		2020
Note	10	Equity Share Capital
	a)	Authorised Capital
		5,00,000 (5,00,000) Equity				shares of RS.I0		each							50,00,000		50,00,000
	b)	Issued, share capital
		5,00,000 (5,00,000) Equity				shares of RS.I0		each							50,00,000		50,00,000
	c)	Subscribed and fully	paid		up
		5,00,000 (5,00,000) Equity				shares of RS.I0		each							50,00,000		50,00,000
															5000000		5000000
	d)	Reconciliation of the number					of shares	outstandino				at the beoinno		and at the end of the		year
										As at 31st			March 2021		As at 31st	March 2020
									No.	of	shares		"s		No. of shares		Rs
		At the beginng of the	year							5,00,000			50,00,000		5,00,000		50,00,000
		At the end of the year								500 000			5000	000	5 00 000		5000000
	e)	Shareholders holdino		more			than 5% shares
										As at 31st			March 2021		As at 31st	March 2020
									No. of shares				% of holdinn		No. of shares	% of	holdinQ
		Anita D Rahe'a									50 030		10.01%		50 030		10.01%
		Pr ressiveStar FinancePrivatel TO									68900		13.78%		68900		13.78%
		KamlaC Wadhwa								1 23 200			24.64%		1 23 200		24.64%
Note	11	Other equity
	(a)	Capital reserve
		As per last Balance Sheet													4,95,000		4,95,000
	(b)	Capital redemption reserve													1,000		1,000
		As per Last Balance Sheet
	(c)	Reserve fund in terms	of	Section 45-1C(1) of					Reserve Bank of India, 1934
		As per Last Balance Sheet													28,50,391		28,50,391
	(d)	General reserve
		Opening balance													36,32,500		36,12,500
		Add: Transfer from Retained earnings													20000		20000
		Closing balance													36,52,500		36,32,500
	(e)	Retained earnings
		Opening Balance													1,45,73,316	1,45,55,492
		Add: Net Profit/(Ioss)	after		tax		transferred	from		statement of profit and loss					(11,465)		37,824
		Less: Transfer to Statutory				Reserve (RBI)									-		-
		Transfer to General		Reserve											20000		20000
		Closing balance													1,45,41,851	1,45,73,316
															2 15 40 742	2	15 52 207
Note	12	Other current financial			liabilities
		Statutory liabilities													9,650		8,400
		Liability for expenses													64262		1 01 800
															73912		1 10200
Note	13	Provisions
/',		...LQrItingent Provision - '."'"	against standard assets												11 562 11562		11562 11562
/ i ,	-' cf~ , _(_ firm 0
~( i.-:"/IV ~ ~\ il.•Wi)~ 1'/::, t-""
<E"'l:;D ACO\5

TIVOLI CONSTRUCTION LTD

Notes forming part of the consolidated financial statements

						Year Ended	Year	Ended
		Particulars				31st March	31st	March
						2021	2020
Note	14	Other Income
		Interest income
		On deposit	with Banks			5,07,517	6,52,088
		On Others				7,88,500	7,88,500
		On Income	Tax Refund			1516		6081
						12 97,533	1446,669
Note	15	Employee Benefit Expenses
		Salaries & wages				3,00000	3,00000
						300,000	3,00,000
Note	16	Finance costs
		Bank Charges				2035		2700
						2035		2,700
Note	17	Other Expenses
		Advertisement expenses				74,976		97,568
		Annual custody	fees			9,000		9,000
		Filing fees				6,073		12,681
		Listing fees				3,00,000	3,00,000
		Rates and taxes				97,897	1,84,070
		Legal and professional				1,34,900	1,73,368
		Auditors remuneration		(Refer note	below)	79,500		79,500
		Directors' sitting	fees			4,500		5,750
		Miscellaneous expenses				22 073		1729
						7,28919	8,63666
		Auditors' remuneration		comprises
		Statutory Audit				59,500		59,500
		Others				20000		20 000
						79,500		79500

TIVOLI CONSTRUCTION lTD Notes forming part of the consolidated financial statements

Note-IS Earnin P r ha 1 t Mar h 2 2 ItMarh20 Basic & Diluted Net orofit I (loss) for the vear (11,465) 37,824 Weiohted averaoe number of eauitv shares 5,00,000 5,00,000 Par value oer share '" Earnin s er har • "'.,~2 n.~~

Note-19 Dues to Micro & Small Enterprise

Disclosure of payable to vendors as defined under the ~Micro, Small and Medium Enterprise Development Act, 2006~ Is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company, There are no due/overdue principal amounts I interest payable amounts for delayed payments to such vendors at the Balance Sheet date, There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year.

Note-20 Segment information

The nature of activities of the Company is such that there are neither reportable nor geographical segment in tenns of Ind AS -108 on ~Operating Segments~.

Note-21 Related Party Disclosure

Key Managerial Personnel

Bulchand Ahuja Director Kirit Thacker Director Anita Raheja Director Rakesh Desai Director Sagar Rupani Director Anand Labade eFO Pinal Parekh Company Secretary Transactions with Related "arties durin" the "ear Particulars 2019-20 Remuneration Pinal Parekh 3,00,000 3,00,000 Directors Sitting Fees Bulchand Ahuja 1,000 750 Anita Raheja 1,500 1,500 Klrit Thacker 250 1,500 Sagar Rupani 250 Rakesh Desai 1 500 1500

Note-22 Contingent liabilities

The Company does not have any continQent liability as on the BalanceSheet date.

Note-23 Deferred Tax

Since there are no material adjustments between both Accounting Income and Taxable Income, the Deferred Tax assets or Liabilities Is Nil in accordancewith Ind AS 12 on ~IncomeTaxes~.

Note-24 In the opinion of management, Current Assets, loans and Advances have a relizable value in the ordinary course of business not less than the amount at which thay are stated in the balance sheet and provision for all known liabilities and dOubtful assets have been made.

Note-25 Additional information as required under schedule III to the Companies Act,2013 of enterprises consolidated as Subsidiary / Associates {Joint ventures

			2020-21							2019-20	2019-20
Name of the Entitles	Net	Assets I.e.	total ilssets minus	Share In profit!			(loss)	Net Assets	I.e. total assets		Share In profit!			(loss)
		totall1abllltles						minus totall1abilltles
	As	a %	of Amount (In	As a "10	of	Amount		As a "10		of Amount (In	As it "10	of	Amount
	«Insolldated		net Lakhs)	«Insol1dated		(In		consolidated		Lakhs)	consolidated		(In
	assets			profit		Lakhs)		net assets			profit		Lakhs)
Parent:
Tivoli Construction Limited		36.35%	96.48	7012.94%			-8.04	39.42%		104.67	-2253.58%			-8.52
Subsidia :
-Indian
Victoria Investments ComnanvLimited		88.17%	234.02	-6912.94%			7.93	85.15%		226.09	2353.58%			8.90
Sub Total		124.52%	330.50	100.00%			-0.11	124.57%		330.76	100.00%			0.38
Intercompany Elimination
& Consolidation		24.52%	65.09	0.00%			0.00	24.57%		65.24	0.00%			0.00
Adjustments
Grand Total		100.00%	265.41	100%			-0.11	100.00%		265. 2	100%			0.38

Note-26 The Company has made a provision on its standard assets as per Reserve Bank of India Circular no. 207 dated January 17, 2011 and reflected the same under Current Provisions.

Note-27 The Group has only interest income. Considering the same, it has no material impact on the revenue due to COVID-19. Group is also eXpe~ing their assets to be realized at their values reflecting in books.

As p r our rep rt f even date For .~. She~ Co. For and on behalf of the Board of Directors of Chi ~~ d Aq ou tants ~ TIVOLI CONSTRUCTION lTD I~ e~'\17J.,-~~~ :/::' /::J.~~b~ ~\<.b,L r ,;; r;r'll \J? * I) ~a eJa Rakesh Desai (I••., r tv ", ['. -. ' "'0. Director Director ~ 0.035083 7 CJ, '\1 i I"'11".)ai,W !if2 A .• -P1' . ~ __!c-.")' ~4 ~,~~~~. Place: ~umbai ••• /<:It' rO'V.•.•.~ Anand labade Pinal Parekh Oat" _L 3 JUN -;n?1 ~Dl\v CFO Company Secretary

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MHI 985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

Dear Shareholder,

Sub: Notice for the 35[th ] Annual General Meeting of the Members of Tivoli Construction Limited to be held on Wednesday, 29'h September, 2021 at 11:00 a.m.at 4'h Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054.

Pursuant to Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules 2014 and also in continuation of the 'Green Initiative' of the Company, the Notice of the aforesaid Meeting is being served through electronic mode to your email address registered with your Depository Participant(s) or with the Company, as the case may be.

In this regard, please find attached herewith the 35[th ] Annual Report for the year 2020-2021 containing the Financial Statements for the financial year 2020-2021 and Notice convening the Annual General Meeting to be held on Wednesday, 29[th] September, 2021 at 11:00 a.m.

Further, in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing the facility to its Members holding shares in physical or dematerialized form as on the cut-off date, being 22[nd] September, 2021, to exercise their right to vote by electronic means on any or all of the businesses specified in the Notice convening the 35[th ] Annual General Meeting of the Company as mentioned above. The Company has obtained the e-voting services of National Securities Depository Limited.

The e-voting portal opens for voting on Sunday, 26[th ] September, 2021 at 10.00 AM and ends on Tuesday, 28[th] September, 2021 at 5.00 P.M. Please accord your assent/dissent by accessing the website: https://evoting.nsdl.com and logging-in by using your user ID and password. Kindly refer the E-voting instructions which are attached to the Notice. The EVEN (E-Voting Event Number) of the Company is: 117255

For any queries, please refer the details given below:

Mrs. Pinal Parekh Company Secretary & Compliance Officer Tivoli Construction Limited, 4[th ] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in Email Id:[email protected]. investorrmti voIiconstructi on. in&tivo Iicom [email protected]

TIVOLI CONSTRUCTION LIMITED (CIN; L45200MH1985PLC037365) Regd. OfT:4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSD L e-Voting system
A) Login method for e-Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

==> picture [456 x 410] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
Individual 1. Existing IDeAS user can visit the e-Services website of
Shareholders holding NSDL Viz. https://eservices.nsdl.com either on a Personal
securities in demat
Computer or on a mobile. On the e-Services home page
mode with NSDL.
click on the "Beneficial Owner" icon under "Login"
which is available under 'IDcAS' section, this will prompt
you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting
services under Value added services. Click on "Access to
e-Voting" under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting
service provider i.e. NSDL and you will be re-directed to
e-Voting website ofNSDL for casting your vote during the
remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com. Select
"Register Online for IDeAS Portal" or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. j sp
3. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the
leon "Login" which IS available under
'Shareholder/Member' section. A new screen will open.
You will have to enter your User ID (i.e. your sixteen digit
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TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444

Website: www.tivoliconstruction.in email: [email protected]

	TIVOLI CONSTRUCTION LIMITED (CIN: L45200MHI985PLC037365) Raheja Chambers, Linking Road &Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 www.tivoliconstruction.in email: [email protected]	TIVOLI CONSTRUCTION LIMITED (CIN: L45200MHI985PLC037365) Raheja Chambers, Linking Road &Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 www.tivoliconstruction.in email: [email protected]

Individual Shareholders ho securities in de mode with CDS	4. lding mat L 1. 2. 3. 4.	demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website ofNSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on , • AppStore Google Play (I I!I . Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest; option to register is available at https://web.cdslindia.com/m yeasi/Registrati on/EasiRegistra
		tion Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After

TIVOLI CONSTRUCTION LIMITED

. (CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

	successful authentication, user will be provided links for	successful authentication, user will be provided links for
	the respective ESP i.e. NSDL where the e-Voting is in
	progress.
Individual	You can also login using the login credentials	of your demat
Shareholders (holding	account through your Depository Participant	registered with
securities in demat	NSDL/CDSL for e-Voting facility. Upon logging	in, you will be
mode) login through	able to see e-Voting option. Click on e-Voting option, you will be
their depository	redirected to NSDL/CDSL Depository site	after successful
participants	authentication, wherein you can see e-Voting feature. Click on
	company name or e-Voting service provider i.e.	NSDL and you
	will be redirected to e-Voting website of NSDL	for casting your
	vote during the remote e-Voting period

Important note: Members who are unable to retrieve User 10/ Password are advised to use Forget User 10 and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.


Lo".in~e Individual Shareholders holding securities in demat mode with NSDL	Helodesk details Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020
Individual Shareholders holding securities in demat mode with CDSL	990 and 1800 22 44 30 Members facing any technical Issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022-
	23058738 or 022-23058542-43

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered/or NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e- Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below:

Manner
of holding
shares
i.e. Demat
(NSDL or CDSL) or Physical
a) For Members who hold shares in
demat account with NSDL.
b) For Members who hold shares in
demat account with CDSL.
c)
For
Members
holding
shares
in
Physical Form. Your User ID is:
8 Character DP ID followed by 8 Digit
Client ID
For example if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
16 Digit Beneficiary ID
For example
if your Beneficiary
ID is
12**
then your user ID is
12**************
EVEN
Number
followed
by
Folio
Number registered with the company
For example if folio number
is 001
and EVEN
is 101456 then user ID is
101456001**

Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'? (i) If vour email ID is registered in vour demat account or with the

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400 054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

     - company, your 'initial password' is communicated to you on your email 10. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client 10 for NSDL account, last 8 digits of client !D for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User !D' and your 'initial password'.

  - (ii) If your email !D is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

If you are unable to retrieve or have not received the" Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system ofNSDL.
After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
Now, you will have to click on "Login" button.
After ou click on the "Lo in" button, Home a e of e-Votin ' will 0 en.

Ste 2: Cast our vote electronicall on NSDL e-Votin s stem.

How to cast your vote electronically on NSDL e-Voting system?

After successful login at Step I, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle
Select "EVEN" of company for which you wish to cast your vote during the remote e- Voting period Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verifY/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
Upon confirmation, the message "Vote cast successfully" will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444

Website: www.tivoliconstruction.in email: [email protected]

Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

I. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution! Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer bye-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section ofwww.evoting.nsdl.com or call on toll free no.: 18001020990 and 18002244 30 or send a request to Ms. Sarita Mote at [email protected]

Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

I. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to tivol [email protected].
In case shares are held in demat mode, please provide DPID-CUD (16 digit DPID + CUD or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AAD HAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365) lh Regd. Off: 4 Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHl985PLC037365) th Regd. Off: 4 Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

Form No. MGT - 11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

35[th] Annual General Meeting of Tivoli Construction Limited on Wednesday, 29[th] September, 2021 at 11:00 a.m. CIN : L45200MH 1985PLC03 7365 Name of the Company : Tivoli Construction Limited Registered office : 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054.

Name of the member (s): Registered address: E-mailld: Folio No/Client Id: DPID:

I/We, being the member (s) of shares of the above named company, hereby appoint: I. Name: Mr.lMs. E-mailld: Address: Signature: ,'or failing him 2. Name: Mr.lMs. E-mailld: Address: Signature: "or failing him

TIVOLI CONSTRUCTION LIMITED

Name: Mr.lMs.

E-mailld:

Address:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35[th] Annual General Meeting of the Company, to be held on Wednesday the 29[th] day of September, 2021 at 11 :00 a.m. at the registered office of the Company at Mumbai, and any adjournment thereof in respect of such resolutions as are indicated below:


Resolution No. I Particulars Ordinary Business:	For	Voting Again-	Absta-
I. Adoption of Audited Financial Statements (including Consolidated Financial Statements)		st	in
for the year ended 31" March, 2021 2. To appoint a Director in the place of Mr. Bulchand Ahuja (DIN: 00057804) who retires
by rotation and being eligible offers himself for re-appointment
3 To re-appoint Mis. N. S. Shelly & Co., Chartered Accountants, Mumbai as the Statutory
Auditors of the Company and fix their remuneration.
Special Business: 4. To appoint Mr. Sagar Jyot Rupani (DIN: 03418732) as an Independent and Non-
Executive Director of the Companv
Signed this day of 2021	Affix Revenue Stamp

Signature of Member:

Signature of Proxy:

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 67694400/4444 Website: www.tivoliconstruction.in email: [email protected]

Note:

I. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

ATTENDANCE SLIP (To be presented at the entrance)

351hAnnual General Meeting on Wednesday, 29[th] September, 2021 at 11:00 a.m. at 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054.

Folio No./ DPID No.:

Client 10: ---------------

Name of the Member: Signature: Name of the Proxy-holder: Signature: _

Note:

Only Member / Proxy-Holder can attend the Meeting.
Member / Proxy-Holder should bring his / her copy of the Annual Report for reference at the Meeting.

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHl985PLC037365) Regd. Off: 4[th] Floor, Raheja Chambers, Linking Road & Main Avenue, Santacruz - (West), Mumbai - 400054 Phone No.: 022 - 6769 4400/4444 Website: www.tivoliconstruction.in email: [email protected]

FORM NO. MGT-I2 POLLING PAPER

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014] BALLOT FORM

(In lieu of e-voting)

I. Name of the Shareholder
Registered Address of the sole/first named Shareholder.
Name(s) of the Joint Shareholder(s) if any.
Registered Folio No.lDP ID No.lClient ID No.
Number of Equity Shares held

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6. IIWe hereby exercise my/our vote in respect of the Resolution(s) to be passed for the business stated in the
Notice of35'h Annual General Meeting of the Company to be held on Wednesday, 29'h September, 2021 at
1.00 a.m. by conveying my/our assent or dissent to the said Resolution(s) by placing the tick mark at the
aoorooriate box below:
Sr. Description No. of I1We I1We
No Equity assent to dissent to
Shares the the
resolution resolution
(For) (A"ainst\
Ordinary Business:
I Adoption of Audited Financial Statements (including Consolidated
Financial Statements) for the vear ended 31" March, 2021
2 To appoint a Director in the place of Mr. Bulchand Ahuja (DIN:
00057804) who retires by rotation and being eligible offers himself for
re-aDDointment
-' , To Re - appoint Mis. N. S. Shelly & Co., Chartered Accountants,
Mumbai as the Statutory Auditors of the Company and fix their
remuneration.
Snecial Business:
4 To Appoint Mr. Sagar lyot Rupani (DIN: 03418732) as an Independent I
and Non- Executive Director of the Comnanv
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Place:

Date:

Signature of Shareholder

INSTRUCTIONS

I. This Ballot paper is provided, pursuant to Regulation 4(2)(a) (ii) read with rule 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to enable the shareholder(s) or their proxy(ies) for voting by way of Ballot Papers, who do not have access to e-voting facility and/or who have not voted through e-voting, so that they can also participate in voting through this physical Ballot Paper.
A Member can opt for only one mode of voting i.e., either through e-voting or by Ballot paper if a Member casts votes by both modes, then voting done through remote e-voting shall prevail and voting by Ballot Paper shall be treated as invalid.
The Scrutinizer will collate the votes downloaded from the e-voting system and votes received through physical ballot paper from member(s) at the venue of AGM for declaring the final result for each of the resolutions forming part of35'h AGM notice of the Company.

Process and manner for Members opting to vote by using the Ballot Paper(s).

Please complete and sign this Ballot Paper and drop in the locked ballot box placed in the meeting hall for voting purpose with respect to the 35[th ] AGM of the Company as scheduled on Wednesday, 29'h September 2021.
This Ballot Paper should be signed by the Members as per the specimen signature(s) registered with Registrar and Share Transfer Agent of the Company viz. Satellite Corporate Services Private Limited or by their proxy(ies) duly authorized by the member. In case of Joint Holding, the ballot paper should be completed and signed by the Member named first and his/her absence, by the next name joint holder of their proxy(ies) duly authorized by anyone of the joint holders. A Power of Attorney (POA) holder may vote on behalf of a Member mentioning the registration number of the POA as registered with the Company or enclosing duly attested copy of the POA registered with the Company or enclosing therewith duly attested/notarized copy of the POA.
In case the shares are held by companies, trusts, societies, etc. the duly completed Ballot Paper(s) should be accompanied with a certified true copy of the relevant Board Resolution / Authorization document(s) consisting therein the attested signature(s) of authorized person(s).
Votes should be cast in case of each resolution either in favour or against by putting the tick mark in the respective column(s) provided in the Ballot Paper.
The voting rights of shareholders shall be in proportion of the share held by them in the paid-up Equity Share Capital of the Company as on Tuesday, 22"' September 2021 and each fully paid up equity share carries one voting right.
A Member may request Ballot Paper from the Company or they can download the paper from the website of the Company viz. www.tivoliconstruction.in, if required.
Unsigned, incomplete, improperly or incorrectly tick marked Ballot Papers will be rejected. The Ballot Papers will also be rejected if it is received torn, defaced or mutilated to the extent which makes it difficult for the Scrutinizer to identify either the Member or when it is not ascertainable that votes have been cast by member(s) in favour or against the resolution or when the signature(s) of member(s) cannot be verified with the available records of Registrar and Share Transfer Agent of Company viz. Satellite Corporate Services Private Limited.
The decision of the Scrutinizer on the validity of the Ballot Paper(s) and any other matter(s) thereto shall be final and binding on the member(s) of the Company.
The consolidated result for voting done by the members of the Company through e-voting & Ballot Paper(s) for all the resolution(s) placed at the 35'h AGM of the Company and as declared by the Chairman/ duly authorized person alongwith respective scrutinizer's report shall be uploaded on the Company's website i.e. www.tivoliconstruction.in within 48 hours of conclusion of AGM and on the website ofNSDL at www.evoting.nsdl.com. whenever they upload, and will simultaneously be also forwarded to the stock exchange(s) (viz. BSE) where the Company's equity shares are listed, as per respective rules/regulations of SEBI(LODR) Regulations 2015, as applicable thereto.

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Tivoli Construction Ltd. — AGM Information 2021

63918_rns_2021-09-01_8d4e7a30-373f-4710-97d6-fab17b1b7e94.pdf

TIVOLI CONSTRUCTION LIMITED

BSE Scrip Code - 511096

Sub: Annual Report for the Financial Year 2020-2021 along with the Notice of the 35[th] Annual General Meeting of the Company.

TIVOLI CONSTRUCTION LIMITED

DIRECTORS

CHIEF FINANCIAL OFFICER Anand Labade

AUDITORS

TIVOLI CONSTRUCTION LIMITED

NOTICE

ORDINARY BUSINESS:

TIVOLI CONSTRUCTION LIMITED

SPECIAL BUSINESS:

By Order of the Board

~.~~~~..

NOTES:

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

Voting through electronic means

TIVOLI CONSTRUCTION LIMITED

TIVOLI CONSTRUCTION LIMITED

TIVOLI CONSTRUCTION LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Appointment of Mr. Sagar Jyot Rupani as Independent and Non-Executive Director:

Further, Mr. Sagar Jyot Rupani has provided:-

TIVOLI CONSTRUCTION LIMITED

Mr. Sagar Jyot Rupani (DIN: 03418732)

Skills and attributes which supports strategy and long term success:

TIVOLI CONSTRUCTION LIMITED

DIRECTORS' REPORT

To The Members, TIVOLI CONSTRUCTION LIMITED Mumbai.

FINANCIAL HIGHLIGHTS (Standalone)

RESERVES:

TIVOLI CONSTRUCTION LIMITED

DIVIDEND:

COMPANY's RESPONSE TO COVID-19:

SHARE CAPITAL:

FIXED DEPOSITS:

INVESTOR EDUCATION AND PROTECTION FUND:

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

CONSOLIDATED FINANCIAL STATEMENTS:

DIRECTORSAND KEY MANAGERIAL PERSONNEL:

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:

Mr. Sagar Jyotkumar Rupani (DIN: 03418732)

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

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

RETIREMENT BY ROTATION:

PERFORMANCE EVALUATION OF THE BOARD:

NUMBER OF MEETINGS OF THE BOARD:

COMMITTEES OF THE BOARD:

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MH1985PLC037365)

AUDIT COMMITTEE:

NOMINATION & REMUNERATION COMMITTEE:

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

TIVOLI CONSTRUCTION LIMITED

INDEPENDENT DIRECTORS MEETING:

VIGIL MECHANISM I WHISTLE BLOWER POLICY:

POLICY ON PRESERVATION OF DOCUMENTS:

INSIDER TRADING CODE:

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365)

PREVENTlON OF SEXUAL HARASSMENT:

LOANS, GUARANTEES AND INVESTMENTS UNDER SECTlON 186:

RELATED PARTY TRANSACTlONS:

DIRECTORS RESPONSIBILITY STATEMENT:

TIVOLI CONSTRUCTION LIMITED

(CIN: L45200MHI985PLC037365)

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

MANAGEMENT DISCUSSION AND ANALYSIS:

INTERNAL FINANCIAL CONTROL SYSTEMS:

TIVOLI CONSTRUCTION LIMITED (CIN: L45200MH1985PLC037365)

DEMATERIALIZATION OF SHARES:

COMPANY'S WEBSITE:

EXTRACT OF ANNUAL RETURN:

MEANS OF COMMUNICATION

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

REPORTING OF FRAUDS BY AUDITORS:

Tivoli Construction Ltd. AGM Information 2021

N. S. SHETTY & co. `CHARTERED ACCOUNTANTS`