Tulive Developers Limited — AGM Information 2024

Sep 30, 2024

==> picture [116 x 69] intentionally omitted <==

Date: 30[th] September 2024

BSE Limited, P J Towers, Dalal Street, Mumbai – 400001.

Dear Sir,

SUB: REPORTING UNDER REGULATION 30 (2) READ WITH SCHEDULE III OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

As required under Regulation 30 (2) read with schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 we enclose herewith the proceedings of the 62[nd] Annual General Meeting of the Company held on 30[th] September 2024, Monday through video conferencing.

Request you to kindly take the same on record.

Thanking you,

Yours faithfully,

For TULIVE DEVELOPERS LIMITED

ATUL GUPTA

Digitally signed by ATUL GUPTA Date: 2024.09.30 23:59:26 +05'30'

ATUL GUPTA

DIRECTOR

DIN: 01608328

==> picture [482 x 72] intentionally omitted <==

PROCEEDINGS OF THE 62[nd] ANNUAL GENERAL MEETING OF THE MEMBERS OF TULIVE DEVELOPERS LIMITED, HELD ON 30[th] DAY OF SEPTEMBER 2024, MONDAY AT 04:00 PM (IST) THROUGH VIDEO CONFERENCING.

TIME OF CONCLUSION: 04:12 PM

PRESENT:

Mr. K V Ramana Shetty, Chairman

Mr. Atul Gupta, Director

Mr. Sivaswami Venkatramani, Independent Director & Chairman of Audit Committee and Nomination and Remuneration Committee

Mr. Suresh Vaidyanathan, Whole-time Director, CEO & CFO

Ms. Sri Vidhya Kumar, Scrutinizer

Mr. Nandan, Representative of Ramalingam & Associates, Chartered Accountants

Ms. Sharadaa C and Mr. Aadithya, representatives of S.A.E & Associates LLP, Company Secretaries, Secretarial Auditors

MEMBERS PRESENT

5 members present through video conferencing representing 17,24,364 equity shares

1. Mr. K V Ramana Shetty, the Chairman of the Company occupied the Chair and welcomed the members to the 62[nd] Annual General Meeting (“AGM”) of the Company. Thereafter, he requested Mr Atul Gupta, Director to take over and convene the proceedings of the annual general meeting. Mr Atul Gupta, Director informed the members present that Mr George Johnson Perumbachiruvila & Ms. Nirmal Cariappa, Directors of the Company had expressed their inability to attend the meeting.

2. Mr Atul Gupta informed the members present that the Company conducted the 62[nd] AGM through Video Conferencing (“VC”) in accordance with the circulars issued by the MCA, SEBI and in accordance with the Companies Act, 2013 and SEBI Regulations.

3. After ascertaining the valid quorum present for the meeting, the meeting was declared open and in order.

4. The members were informed that in compliance with the MCA circulars, the notice of this meeting along with the annual report was sent only by email to the members who have registered their e-mail address with the Company/their respective depositories. The members were also apprised that the Annual Report along with the AGM notice was also uploaded on the website of the Company, simultaneously.

5. The members were informed that Mr Venkatramani and Mr P J George will complete their second term as Independent Directors on the Company’s Board on the 30th of September 2024. The Board extended their appreciation to them for their valuable suggestion, inputs and integral contribution to the Board and the Company.

6. The members were further informed that Board had proposed appointment of Mr Pradeep Bhandari, a Chartered Accountant who has been in practice over 5

1 of 5

decades as an Independent Director and appointment of Mr Jacob George, an advocate who has been in practice since 1991 and has rich experience in property transactions and registration

1. The Company was further informed that the Company’s statutory auditors R Ramalingam & Associates, Chartered Accountants have, vide their letter dated 3rd September 2024, tendered their resignation as statutory auditors of the Company with effect from 30th September 2024 due to pre-occupancy with other work. This has created a casual vacancy and to fill the same, the Board has proposed appointment of Dagliya & Co, Chartered Accountants as statutory auditors of the Company.

2. The Board of Directors extended their gratitude and appreciation to R Ramalingam and Associates, Chartered Accountants for their support and advice of financial matters and statutory compliances whenever required.

3. With the consent of members of the Company present at the meeting, the Notice of the 62[nd] Annual General Meeting together with the explanatory statement, the audit report given by statutory auditor and board report was taken as read.

4. The Members were apprised that report issued by S.A.E & Associates LLP, Company Secretaries, the Secretarial Auditors contained certain qualifications. However, the qualifications mentioned in the secretarial audit report does not lead to any material adverse effect on the functioning of the company and hence in terms of Clause 13.2 of Secretarial Standards – 2, the secretarial audit report issued by the secretarial auditor was not read at the meeting.

5. The members were informed that the Company had reviewed all the statutory requirements and had made arrangements to provide a platform that ensured larger participation and also provided equal opportunity to all members in the voting process at the AGM.

6. The members were informed that as required under the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company had provided remote e-voting facility to its members to exercise their right to vote by electronic means and also the Company was pleased to provide e-voting facility to the members to cast votes electronically during the AGM.

7. The members were informed that remote e-voting period commenced from 09:00 AM (IST) on 27[th] September 2024 and concluded at 05:00 PM (IST) on 29[th] September 2024.

8. The members were further informed that the shareholders whose names were on the Register of Members as on 23[rd] September 2024 i.e., cut-off date were entitled to cast their votes on the resolutions for the businesses listed in the notice for the 62[nd] Annual General Meeting through electronic mode.

9. The members were further apprised that those shareholders who are entitled to vote and were present in the meeting through VC facility and who had not cast their vote on the resolutions through remote e-voting, were eligible to vote through e-voting system during the AGM which remained open during the meeting and till 15 minutes after the conclusion of the meeting and the members were requested to vote by following the process which is mentioned in the Notice to the meeting.

2 of 5

1. The members were further informed that the Company had appointed Ms. Sri Vidhya Kumar as scrutinizer for scrutinizing the votes cast through ‘electronic means’ in a fair and transparent manner.

2. Thereafter the registered speaker shareholder was invited to express his views. However, he did not connect.

The following items of business as listed out in the Notice of 62[nd] AGM of the Company were put up for approval of the members of the Company:

S.no.	Particulars of the business matter taken up for approval by the members
	Ordinary Business
1	To receive, consider, approve and adopt the audited financial statements of the Company for the financial year ended March 31, 2024, together with the reports of the directors and auditors thereon: "RESOLVED THATthe audited financial statements of the Company for the financial year ended March 31, 2024, and the reports of the board of directors and auditors thereon laid before this meeting, be and are hereby considered, approved and adopted.”
2	To appoint a director in place of Mr. Atul Gupta (DIN: 01608328) who retires by rotation. "RESOLVED THATpursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Atul Gupta (DIN: 01608328), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."
3	To appoint Mr. Jacob George Kandathil (DIN: 07129183) as an Independent Director of the Company: RESOLVED THATpursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) [including any statutory modification(s) or re- enactment(s) thereof, for the time being in force], approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Mr. Jacob George Kandathil (DIN: 07129183), who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) years with effect from 1stOctober 2024 till 30thSeptember 2029, and that he shall not be liable to retire by rotation. RESOLVED FURTHER THATthe Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution and to settle any question, difficulty or doubt that may arise in this regard, as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

3 of 5

==> picture [424 x 655] intentionally omitted <==

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

4
To appoint Mr. Pradeep Bhandari (DIN: 00344194) as an Independent Director
of the Company:
RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152,
Schedule IV and other applicable provisions of the Companies Act, 2013 (“the
Act”) read with the Rules framed thereunder, and applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
(“the LODR Regulations”) [including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force], approval and
recommendation of the Nomination and Remuneration Committee and that of
the Board, Mr. Pradeep Bhandari (DIN: 00344194), who meets the criteria for
independence under Section 149(6) of the Act and the Rules made thereunder
and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the
Company has received a notice in writing from a member under Section 160 of
the Act, be and is hereby appointed as an Independent Director of the
Company for a period of 5 (five) years with effect from 1 [st] October 2024 till 30 [th]
September 2029, and that he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all
acts and take all such steps as may be necessary, proper or expedient to give
effect to this resolution and to settle any question, difficulty or doubt that may
arise in this regard, as the Board in its absolute discretion may deem
necessary or desirable and its decision shall be final and binding.”
5
Appointment of statutory auditors to fill casual vacancy:
“RESOLVED THAT pursuant to the provisions of Section 139(8) and other
applicable provisions, if any, of the Companies Act, 2013 and the rules framed
thereunder (including any statutory modification or amendment thereto or re-
enactment thereof for the time being in force) and recommendation of Audit
committee and the Board of Directors of the company, M/s. Dagliya & Co,
Chartered Accountants (Firm Registration Number (FRN): 671S ) be and are
hereby appointed as Statutory Auditors of the Company to fill the casual
vacancy caused by the resignation of M/s R Ramalingam & Associates,
Chartered Accountants (FRN: 010616S)
RESOLVED FURTHER THAT M/s. Dagliya & Co, Chartered Accountants
(FRN: 671S) be and are hereby appointed as Statutory Auditors of the
Company to hold office until the conclusion of this 62 [nd] Annual General
Meeting.
RESOLVED FURTHER THAT any of the directors of the Company be and are
hereby authorised severally to do all such acts, deeds and things, as may in
their absolute discretion deem necessary or desirable including filing of the
forms, returns, documents with statutory authorities.”
6
Appointment of statutory auditors:
“RESOLVED THAT pursuant to the provisions of section 139 and other
----- End of picture text -----

4 of 5

applicable provisions, if any, of the Companies Act, 2013, the rules framed thereunder (including any statutory modification or amendment thereto or reenactment thereof for the time being in force), recommendation of Audit Committee and the Board of Directors, M/s. Dagliya & Co, Chartered Accountants (FRN: 671S) be and are hereby appointed as Statutory Auditors of the Company for a term of 5 years from the conclusion of 62[nd] Annual General Meeting until the conclusion of the 67[th] Annual General Meeting of the Company on such remuneration as fixed by the Board of directors of the Company, from time to time.

RESOLVED FURTHER THAT any of the directors of the Company be and is hereby authorised severally to do all such acts, deeds and things, as may in their absolute discretion deem necessary or desirable including filing of the forms, returns, documents with statutory authorities.”

The Chairman informed the members that the report on the voting done on the business listed in the notice of the 62[nd] AGM and as listed above in electronic mode (remote e- voting and through e-voting facility during the meeting), shall be consolidated by the Scrutinizer and the same shall be submitted to Chairman and will be communicated to the stock exchange within two working days from the conclusion of the Annual General Meeting.

Thanking the members for their participation, the Chairman announced formal closure of 62[nd] Annual General Meeting of the Company.

KRISHNA Digitally signed by KRISHNA VENKATA VENKATA RAMANA SHETTY Date: 30-September-2024 Date: 2024.09.30 23:57:00 RAMANA SHETTY +05'30' Place: Chennai

K V Ramana Shetty Chairman of the meeting DIN: 01470034

5 of 5