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Tulive Developers Limited Delisting Announcement 2026

Apr 7, 2026

63768_rns_2026-04-07_257dd1e5-f446-478e-80b2-c4351a17a666.pdf

Delisting Announcement

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Saffron Capital Advisors Private Limited 605, Sixth Floor, Centre Point, Andheri Kurla Road J.B. Nagar, Andheri (East), Mumbai - 400059 Tel.: +91-22-4973 0394 | Fax: NA Email: [email protected] Website: www.saffronadvisor.com CIN No.: U67120MH2007PTC166711

April 07, 2026

To BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 Scrip Code: 505285

Dear Sir/Madam,

Subject: Submission of Letter of Offer (“Letter of Offer”) under Regulation 16 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended (“Delisting Regulations”) for the delisting of the Equity Shares of Tulive Developers Limited (“Target Company”)

Altis Properties Private Limited ( “Acquirer 1” ) and GKS Technology Park Private Limited ( “Acquirer 2” ) (Collectively referred to as “Acquirers” ), along with Atul Gupta ( “PAC 1” ) and K V Ramana Shetty ( “PAC 2” ) (Collectively referred to as “Persons Acting in Concert” or “PACs” ), have expressed their intention to voluntarily delist the equity shares of Tulive Developers Limited (the “Target Company” ). The Acquirers propose to (a) acquire all the Equity shares that are held by Public Shareholders, either individually or together with other members of the Promoter Group, as the case may be; and (b) consequently voluntarily delist the Equity Shares from the Stock Exchange where the Equity Shares are presently listed namely, BSE Limited, by making a delisting offer in accordance with the Delisting Regulations ( "Delisting Proposal" ).

With regards to the Delisting Proposal, Saffron Capital Advisors Private Limited is acting as the “Manager to the Delisting Offer” pursuant to and in accordance with Regulation 9 of the Delisting Regulations.

We are now enclosing herewith a copy of the Letter of Offer (including Bid Form). The same is being dispatched to the Public Shareholders.

In terms of Regulation 16(3) of the Delisting Regulations, the Letter of Offer will also be made available on the Company website at www.tulivedevelopers.com and the Manager to the Delisting Offer website at www.saffronadvisor.com.

We request you to kindly upload the Letter of Offer on your website at the earliest.

Capitalized terms used in this letter unless defined herein shall have the same meanings as ascribed to them in the enclosed Letter of Offer.

In case you require any information or clarification the under-signed may be contacted: In case you require any information or clarification the under-signed may be contacted: In case you require any information or clarification the under-signed may be contacted:
Contact Person Telephone Email
Pooja Jain 022 4973 0394 [email protected]

Thanking you, Yours sincerely,

For Saffron Capital Advisors Private Limited

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Pooja Jain Senior Manager and Compliance Officer Equity Capital Markets Encl:a/a

SEBI Registration No: INM000011211

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer ( “Letter of Offer” or “LOF” ) is being sent to you as a Public Shareholder ( defined below ) of Tulive Developers Limited ( “Target Company ”) as on the Specified Date ( defined below ) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended ( “Delisting Regulations” ). In case you have recently sold your Offer Shares ( defined below ) in the Target Company, please hand over this Letter of Offer and the accompanying documents to the member of the stock exchange through whom the sale was effected.

LETTER OF OFFER

for Voluntary Delisting of Equity Shares to the Public Shareholders of

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TULIVE DEVELOPERS LIMITED

Corporate Identification Number (CIN): L99999MH1962PLC012549

Registered Office: 21/22, Loha Bhavan P. D. Mello Road, 400009, Mumbai, Maharashtra, India. Tel. No.: 044-42623777; Fax. No.: N.A.;

Contact Person: Mr. K V Ramanashetty and Mr. Atul Gupta Email id: [email protected]; Website: www.tulivedevelopers.com

FROM

Altis Properties Private Limited (“ Acquirer 1 ”) and GKS Technology Park Private

Limited (“ Acquirer 2 ”) (hereinafter Acquirer 1 and Acquirer 2 collectively referred to as “Acquirers) ALONG WITH PERSON ACTING IN CONCERTS (“PACs”)

The Acquirers along with PACs is making this delisting offer to the Public Shareholders ( defined below ) of the Target Company pursuant to the Delisting Regulations and are inviting you to tender your fully paid-up Equity Shares of face value of ₹ 10/- each of the Target Company (“ Equity Shares ”) through the reverse bookbuilding process in accordance with the Delisting Regulations.

Floor Price: ₹ 719.30/- Per Equity Share Indicative Price: ₹ 750/- Per Equity Share Bid Opening Date: April 15, 2026 and Bid Closing Date: April 21, 2026

Notes

  • If you wish to tender your Equity Shares to the Acquirers, pursuant to this Letter of Offer, you should carefully read this Letter of Offer and the instructions herein;

  • Physical Shareholders, please complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer, which is enclosed at the end of this booklet and submit the Bid Form to your Seller Member ( defined below ) for bidding under Acquisition Window Facility ( defined below ). For detailed procedure on the submission and settlement of Bids ( defined below ), please refer to paragraph 19 ( Method of Settlement ) of the Letter of Offer.

  • The Delisting Offer will be implemented by the Acquirers through the stock exchange mechanism, as provided under the Delisting Regulations and SEBI circulars bearing reference numbers ‘CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015’, ‘CFD/DCR2/CIR/P/2016/131 dated December 9, 2016’ and ‘SEBI/HO/CFD/DCRIII/CIR/P/2021/615 dated August 13, 2021’ issued by Securities and Exchange Board of India, as amended from time to time (“ SEBI Circulars ”). For details on methodology on stock exchange mechanism, please refer Paragraph 18 ( Process and Methodology for Bidding through Stock Exchange ) of this Letter of Offer.

  • For the purposes of this Delisting Offer, the Acquirers have appointed Choice Equity Broking Private Limited as the registered broker “Buying Broker” ( defined below ) through whom the Acquirers would make the purchases and settlements on account of the Offer.

  • Detailed “ Process and Methodology for Bidding through Stock Exchange ” & “ Method of Settlement ”, for shares held in both demat and physical forms are set out in Paragraph 18 and 19 of this Letter of Offer.

MANAGER TO THE DELISTING OFFER

REGISTRAR TO THE DELISTING OFFER

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CAMEO CORPORATE SERVICES LIMITED SAFFRON CAPITAL ADVISORS PRIVATE LIMITED Address: Subramanian Building, No. 01, Club House 605, 6th floor, Centre Point, Andheri Kurla Road, J.B. Nagar, Road, Chennai- 600 002, Tamil Nadu, India Andheri (East) Mumbai - 400 059, Maharashtra, India. Tel. No. : +91 44 4002 0700/2846 0390; Tel. No.: +91 22 4973 0394; Fax: N.A. Email id: [email protected] E-mail id: [email protected] Website: www.cameoindia.com Website: www.saffronadvisor.com Investor grievance id: [email protected] Investor grievance id: [email protected] Contact Person: Ms. Sreepriya K (Executive Vice Validity of Registration: Permanent President & Company Secretary) Contact Person: Ms. Pooja Jain SEBI Registration Number: INR000003753 SEBI Registration Number: INM000011211 Validity of Registration: Permanent

SCHEDULE OF ACTIVITIES

SCHEDULE OF ACTIVITIES SCHEDULE OF ACTIVITIES SCHEDULE OF ACTIVITIES
For the process of the Delisting Offer, the tentative schedule of activities will be as set out below:
Activity Date Day
Initial Public Announcement November 10, 2025 Monday
Resolution for approval of the Delisting Proposal passed
by the board of directors the Target Company
November 26, 2025 Wednesday
Resolution for approval of the Delisting Proposal passed
by the Shareholders the Target Company
December 31, 2025 Wednesday
Date of receipt of the BSE in-principle approval April 02, 2026 Thursday
Date of publication of Detailed Public Announcement April 06, 2026 Monday
Specified Date for determining the names of the Public
Shareholders to whom the Letter of Offer shall be sent*
April 02, 2026 Thursday
Last date for dispatch of the Letter of Offer and Bid
Forms to the Public Shareholders as on Specified
Date**
April 08, 2026 Wednesday
Last date for Publication of recommendation by
Independent Directors of the Target Company**
April 09, 2026 Thursday
Bid Opening Date (bid starts at market hours) April 15, 2026 Wednesday
Last date for revision (upwards) or withdrawal of Bids April 20, 2026 Monday
Bid Closing Date (bid closes at market hours) April 21, 2026 Tuesday
Last date for announcement of counter offer April 23, 2026 Thursday
Last date of announcement of the Discovered Price and
the Acquirers Acceptance/Rejection of the Discovered
Price/Exit Price#
April 23, 2026 Thursday
Proposed date for payment of consideration if
Discovered Price is higher than the Indicative Price#
April 30, 2026 Thursday
Last date for return of the Equity Shares to the Public
Shareholders in case of Bids not being accepted / failure
of the Delisting Offer
April 23, 2026 Thursday

* The Specified Date is only for the purpose of determining the name of the Public Shareholders to whom the Letter of Offer will be sent. However, all Public Shareholders (registered or unregistered) of the Target Company are eligible to participate in the Delisting Offer by submitting their Bid in Acquisition Window Facility to stock broker registered on BSE on or before Bid Closing Date.

** Such activity may be completed on or before the last date.

#Subject to acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirers.

Note : All dates are subject to change and depend on obtaining the requisite statutory and regulatory approvals, as may be applicable. Changes to the proposed schedule, if any, will be notified to the Public Shareholders by way of corrigendum in all the newspapers in which the Detailed Public Announcement ( defined below ) has been published.

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RISK FACTORS

The risk factors set out below do not relate to the present or future business operations of the Target Company or any other matters and are neither exhaustive nor intended to constitute a complete or comprehensive analysis of the risks involved in or associated with the participation by any Public Shareholders in the Delisting Offer. Each Public Shareholder of the Target Company is hereby advised to consult with legal, financial, tax, investment or other independent advisers and consultants for advice on the further risks with respect to each such Public Shareholders participation in the Delisting Offer and related sale and transfer of Offer Shares of the Target Company to the Acquirers.

Risk factors related to the transaction, the proposed Delisting Offer and the probable risks involved in associating with the Acquirers and the PACs:

  • The Acquirers and the PACs of the Target Company make no assurance with respect to the future financial performance of the Target Company.

  • The Delisting Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer for reasons beyond the control of the Acquirers and the PACs and the Target Company. Consequently, the payment of consideration to the Public Shareholders whose Offer Shares are accepted under this Delisting Offer as well as the return of Offer Shares not accepted under this Delisting Offer by the Acquirers may get delayed.

  • The Acquirers and the PACs and the Manager to the Delisting Offer accept no responsibility for statements made otherwise than in this Letter of Offer or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirers and the PACs or the Manager to the Delisting Offer, and anyone placing reliance on any other source of information, would be doing so at his/her/their own risk.

  • The Acquirers, the PACs and the Manager to the Delisting Offer do not accept responsibility for the statements made with respect to the Target Company (pertaining to the information which has been compiled from information published or provided by the Target Company, or publicly available sources, and which information has not been independently verified by the Acquirers and the PACs or the Manager to the Delisting Offer) in connection with this Offer as set out in the Detailed Public Announcement and this Letter of Offer or any corrigendum issued by or at the instance of the Acquirers and the PACs or the Manager to the Delisting Offer.

  • This Delisting Offer is subject to completion risks as would be applicable to similar transactions.

  • The Delisting Offer is being made for securities of an Indian company and Public Shareholders of the Target Company outside India should be aware that this Letter of Offer and any other documents relating to the Delisting Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the offer timetable and timing of payments, all of which differ from those in the jurisdiction outside India.

  • The receipt of amount pursuant to the Delisting Offer by a Public Shareholder of the Target Company may be a taxable transaction as per the applicable tax laws. Each Public Shareholder of the Target Company is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Delisting Offer.

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TABLE OF CONTENTS

TABLEOF CONTENTS
SR. NO. PARTICULARS PAGE NO.
1. KEY DEFINITIONS AND ABBREVIATIONS..................................................................................................... 5
2. BACKGROUND OF THE DELISTING OFFER ................................................................................................... 8
3. NECESSITY AND OBJECTIVE OF THE DELISTING OFFER .........................................................................10
4. BACKGROUND OF THE ACQUIRERS ..............................................................................................................10
5. BACKGROUND OF THE TARGET COMPANY ................................................................................................13
6. PRESENT CAPITAL STRUCTURE & SHARHOLDING PATTERN OF THE TARGET COMPANY ............15
7. EXPECTED POST DELISTING OFFER SHAREHOLDING PATTERN OF THE TARGET COMPANY .......15
8. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED ...............16
9. MANAGER TO THE DELISTING OFFER ..........................................................................................................16
10. REGISTRAR TO THE DELISTING OFFER ........................................................................................................16
11. DETAILS OF BUYING BROKER ........................................................................................................................17
12. INFORMATION REGARDING STOCK MARKET DATA OF THE COMPANY .............................................17
13. DETERMINATION OF THE FLOOR PRICE ......................................................................................................17
14. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE ..........................................................18
15. MINIMUM ACCEPTANCE AND OTHER CONDITIONS FOR THE DELISTING OFFER .............................20
16. ACQUISITION WINDOW FACILITY OR OFFER TO BUY(OTB)..................................................................21
17. DATES OF OPENING AND CLOSING OF BID PERIOD ..................................................................................21
18. PROCESS AND METHODOLOGY FOR BIDDING THROUGH STOCK EXCHANGE ..................................22
19. METHOD OF SETTLEMENT ..............................................................................................................................26
20. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID ..............................................................28
21. DETAILS OF THE ESCROW ACCOUNT ...........................................................................................................28
22. STATUTORY AND OTHER REGULATORY APPROVALS.............................................................................28
23. NOTE ON TAXATION .........................................................................................................................................29
24. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY ............................................................30
25. COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY ...........................................30
26. DOCUMENTS FOR INSPECTION ......................................................................................................................31
27. GENERAL DISCLAIMER ....................................................................................................................................31
- ENCLOSURES ......................................................................................................................................................32
a. Bid cum Acceptance form/Bid Form ......................................................................................................................32
b. Bid Revision cum Withdrawal Form ......................................................................................................................32
c. Form No. SH-4 -Securities Transfer Form .............................................................................................................32

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1. KEY DEFINITIONS AND ABBREVIATIONS

Act / Companies Act The Companies Act, 2013, as amended and applicable rules thereunder. The Companies Act, 2013, as amended and applicable rules thereunder.
Acquirer 1 Altis Properties Private Limited
Acquirer 2 GKS Technology Park Private Limited
Acquisition Window The separate acquisition window in the form of web-based bidding platform
provided by BSE in accordance with the Stock Exchange Mechanism
conducted in accordance with the Delisting Regulations and the SEBI
Circulars.
Articles/AOA Articles of Association of the Target Company
Board/ Board of Board of Directors of the Target Company
Directors/Directors
Bid Form The forms as enclosed with this Letter of Offer and marked as the‘Bid cum
Acceptance Form/Bid Form’and the‘Bid Revision cum Withdrawal
Form’
Bid Closing Date Closing of trading hours on Tuesday, April 21, 2026, being the date on
which the Bid period closes
Bid Opening Date Opening of the trading hours on Wednesday, April
on which the Bid period opens
15, 2026, being the date
Bid Period Bid Opening Date to Bid Closing Date, inclusive of both dates
BSE BSE Limited
Buyer Broker/Stockbroker Choice Equity Broking Private Limited
Clearing Corporation Indian Clearing Corporation Limited
CIN Corporate Identification Number
CDSL Central Depository Services (India) Limited
Delisting Offer / Offer The Offer being made by the Acquirers to:
a) acquire6,01,135 Equity Shares representing27.90% of the paid up
Equity Share Capital of the Target Company from the Public
Shareholders; and
b) consequently, voluntarily delist the Equity Shares from BSE (the only
stock exchange where the Equity Shares of the Target Company are
presently listed).
Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 including any amendments, statutory modifications or re-
enactments thereof, for the time being in force.
DP Depository Participant
Depositories NSDL and CDSL
Designated Stock Exchange BSE
Detailed
Public
The Detailed Public Announcement dated April 04, 2026, published on April
06, 2026, in all editions of the Financial Express (English), Jansatta (Hindi)
and Navshakti (Marathi) being the vernacular language of the place where
stock exchange is situated, in accordance with Regulation 15(1) of the
Delisting Regulations.
Announcement/DPA
Discovered Price The price at which the shareholding of the Acquirers along with Promoters
reaches 90% of the total outstanding Equity Share Capital of the Target
Company excluding such equity shares in terms of Regulation 21(a) of the
Delisting Regulations and pursuant to the reverse book building process
conducted through Acquisition Window Facility conducted in the manner
specified in Schedule II of the Delisting Regulations which shall not be
lower than the Floor price.
Due Diligence Report The Due Diligence Report dated November 26, 2025, issued by S.A.E &
Associates LLP, a Peer Reviewed firm of Practising Company Secretaries.
Equity Shares / Shares The fully paid-up Equity Shares of the Target Company having a face value
of ₹ 10/-(Rupees Ten Only)
Escrow Account The Escrow Account titled“GKS TECHNOLOGY PARK PRIVATE
LIMITED-ALTIS ESCROW ACCOUNT”opened with the Escrow Bank.
Escrow Bank ICICI Bank Limited
Escrow Agreement The Escrow agreement dated December 17, 2025, entered into between the
Acquirers, Manager to the Delisting offer and Escrow Bank
Exit Price Has the meaning ascribed to such term in paragraph 14.8

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Floor Price ₹ 719.30/- (Rupees Seven Hundred Nineteen and Three Zero Paise only) per
Equity Share of the Target Company
FEMA Foreign Exchange Management Act, 1999
FPIs Foreign Portfolio Investors
Indicative Price ₹750/- (Rupees Seven Hundred and Fifty only) per Equity Share of the
Target Company
In-principle Approval In-principle approval of BSE dated April 02, 2026
Initial Public Initial Public Announcement dated November 10, 2025, issued by the
Manager to the Delisting Offer on behalf of the Acquirers along with PACs
signifying the Acquirers intention in relation to the Delisting Offer.
Announcement/IPA
IT Act Income-tax Act, 1961, as amended
Letter of Offer/ LOF This Letter of Offer dated April 04, 2026, containing disclosures in relation
to the Delisting Offer
Manager to the Delisting Saffron Capital Advisors Private Limited
Offer
Minimum Acceptance Has the meaning ascribed to such term in paragraph 15
Condition
NSDL National Securities Depository Limited
NRI / Non-Resident Indian A person resident outside India, who is a citizen of India or a person of
Indian origin, and shall have the meaning ascribed to such term in the
Foreign Exchange Management (Deposit) Regulations, 2000
Offer Shares 6,01,135 Equity Shares representing27.90% of the paid up Equity Share
Capital of the Target Company held the Public Shareholders
OTB Offer to Buy
PAC 1 Mr. Atul Gupta
PAC 2 Mr. K V Ramana Shetty
PAN Permanent Account Number
Physical Shares Offer Shares that are not in dematerialised form
Physical Shareholders Public Shareholders who hold Physical Shares
Postal Ballot Notice Postal Ballot Notice dated November 26, 2025
Public Shareholders shall mean the public shareholders of the Target Company as defined under
Regulation 2 (1) (t) of the Delisting Regulations
Promoters shall mean the promoters of the Target Company i.e., Atul Gupta and K V
Ramana Shetty
Promoter Group shall mean the members of the promoter and promoter group of the Target
Company as defined under the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended
RBI The Reserve Bank of India
RBB / Reverse Book- The Reverse Book-Building Process conducted through Acquisition Window
Facility
Building Process
Registrar to the Delisting Cameo Corporate Services Limited
Offer
Residual Public Shareholders The Public Shareholders whose Offer Shares have not been acquired by the
Acquirers during the Delisting Offer, including such shareholders who have
not participated in the Offer.
SEBI Securities and Exchange Board of India
SEBI Circulars Circular No. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 on
‘Mechanism for acquisition of shares through Stock Exchange pursuant to
Tender-Offers under Takeovers, Buy Back and Delisting’ and Circular No.
CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 on ‘Streamlining the
process for Acquisition of Shares pursuant to Tender-Offers made for
Takeovers, Buyback and Delisting of Securities and circular no.
SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 as amended
from time to time
SEBI (SAST) Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended.
Shareholder’s Broker/ Seller A Stockbroker of a Public Shareholder through whom the Public Shareholder
wants to participate in the Delisting Offer
Broker/Seller Member
Specified Date Specified Date is onlyfor thepurpose of determiningthe names of the Public

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Shareholders as on such date to whom the Letter of Offer will be sent i.e.,
Thursday,April02,2026
Stock Exchange shall mean the stock exchange where the Equity Shares of the Target
Company are presently listed i.e. BSE Limited
Stock Exchange Mechanism The process set out in the SEBI Circulars.
STT Securities Transaction Tax
Target Company Tulive Developers Limited, having its registered office at 21/22, Loha
Bhavan P. D. Mello Road, 400009, Mumbai, Maharashtra, India, whose
Equity Shares are sought to be delisted from the Stock Exchange.
Tendered Shares Has the meaning ascribed to such term in paragraph 18.7
TRS Transaction Registration Slip
UCC Unique Client Code
Working Days Shall mean the working days of the SEBI

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Dear Public Shareholders,

Invitation to tender Equity Shares held by you in the Target Company

The Acquirers and the PACs are pleased to invite you to tender your Equity Shares, on the terms and subject to the conditions set out in the Delisting Regulations, the Initial Public Announcement, the Detailed Public Announcement and in this Letter of Offer pursuant to the Delisting Offer made in accordance with relevant provisions of the Delisting Regulations.

2. BACKGROUND OF THE DELISTING OFFER

  • 2.1 . The Acquirers along with the PACs had issued an Initial Public Announcement dated November 10, 2025, disclosing the Acquirers intention to make the Delisting Offer and the acquisition of the Equity Shares by the Acquirers from the Public Shareholders of the Target Company and consequently voluntarily delist the Equity Shares of the Target Company in terms of Delisting Regulations. The Target Company has intimated the receipt of the IPA to the Stock Exchange on November 10, 2025.

  • 2.2 . As on date of this Detailed Public Announcement, the Acquirers do not hold any Equity Shares of the Target Company. Further, the Promoters hold 15,53,240 Equity Shares representing 72.10% of the paid-up Equity Share capital of the Target Company and the Public Shareholders hold 6,01,135 Equity Shares representing 27.90% of the paid-up Equity Share capital of the Target Company.

  • 2.3 . Upon receipt of the IPA, S.A.E. & Associates LLP, a Peer Reviewed firm of Practicing Company Secretaries was appointed by Board of Directors of the Target Company ( “Board” ) to carry out due diligence in accordance with the Regulation 10(2) of the Delisting Regulations and other applicable provisions and the same was notified to the Stock Exchange on November 14, 2025.

  • 2.4 . The Target Company had informed the Stock Exchange on November 20, 2025, that a meeting of the Board is scheduled to be held on November 26, 2025, to inter-alia take on record the Due Diligence report to be issued by a Peer Reviewed firm of Practicing Company Secretaries, consider and approve/reject the proposed Delisting Offer and other matters incidental thereto as required in terms of Regulation 10 of the Delisting Regulations, including seeking shareholders’ approval, as may be required.

  • 2.5 . The Acquirers through the Manger to the Delisting Offer vide letter dated November 20, 2025, informed the Stock Exchange about the floor price and the indicative price for the Delisting Offer. The Acquirers have obtained the Valuation Report dated November 20, 2025 in accordance with Regulation 19 (A) of the Delisting Regulations, from Mr. Kalyanam Bhaskar, IBBI Registered Valuer having Reg. No. IBBI/RV/06/2020/12959 which sets out the Floor Price of the Delisting Offer to be ₹ 719.30/- (Rupees Seven Hundred Nineteen and Three Zero Paise only). Further, the Acquirers have indicated and declared the Indicative Price as ₹ 750/- (Rupees Seven Hundred and Fifty Only) per Equity Shares for the purpose of Delisting Offer ( “Indicative Price” ).

2.6 . The Board, in its meeting held on November 26, 2025, inter-alia, approved the following:

  • a. The Board took on record the Due Diligence Report (“ DD Report ”) and the share capital audit report dated November 26, 2025 submitted by S.A.E & Associates LLP, a Peer Reviewed firm of Practising Company Secretaries, (Firm Registration No. - L2018TN004700 & Peer Review Certificate No. 2822/2022), in terms of Regulation 10(3) of Delisting Regulations and Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 read with Regulation 12(2) of the Delisting Regulations in respect to the Equity Shares proposed to be delisted, covering a period of 6 (six) months prior to the date of the Board Meeting, respectively.

  • b. The Board took on record the letter dated November 20, 2025 received for and on behalf of the Acquirers from the Manager to the Delisting Offer accompanied by a valuation report dated November 20, 2025 issued by Mr. Kalyanam Bhaskar, IBBI Registered Valuer having Reg. No. IBBI/RV/06/2020/12959, informing the Floor Price of the Delisting Offer is ₹ 719.30/- (Rupees Seven Hundred Nineteen and Three Zero Paise only) per Equity Share, which is determined in accordance with Regulation 19 (A) of the Delisting Regulations. Further, the Acquirers have indicated and declared the Indicative Price as ₹ 750/- (Rupees Seven Hundred and Fifty only) per Equity Shares for the purpose of Delisting Offer ( “Indicative Price” ).

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  • c. The Board approved the Delisting Offer in terms of Regulation 10 of the Delisting Regulations subject to approval of the shareholders of the Target Company through a postal ballot in accordance with the Delisting Regulations and subject to any other requirement under applicable laws, including any conditions as may be prescribed or imposed by any authority while granting any approvals.

  • d. The Board in accordance with Regulation 10(4) of the Delisting Regulations, based on the information available with the Target Company and after taking on record the Due Diligence Report, certified that: (i) the Target Company is in compliance with the applicable provisions of securities laws; (ii) The Acquirers and their related entities are in compliance with the applicable provisions of securities laws in terms of the report including compliance with sub-regulation (5) of Regulation 4 of the Delisting Regulations; and (iii) the Delisting is in the interest of the shareholders of the Target Company.

  • e. The Board approved the notice of postal ballot to seek approval of the shareholders of the Target Company in accordance with Regulation 11 and other applicable provisions of the Delisting Regulations, Section 108 and 110 of the Companies Act, 2013 read with the Rule 20 and Rule 22 of the Companies (Management and Administration) Rule, 2014 other applicable laws ( "Postal Ballot Notice" ).

The outcome of the Board meeting was submitted to the Stock Exchange on November 26, 2025.

  • 2.7 . The dispatch of Notice of Postal Ballot dated November 26, 2025, for seeking approval of the shareholders, through Postal Ballot process by way of remote e-Voting for the Delisting Offer, as required under the Delisting Regulations and the Companies Act, 2013 and the Rules made thereunder, was completed on December 01, 2025.

  • 2.8 . The Public Shareholders of the Target Company have passed the special resolution through postal ballot on Wednesday, December 31, 2025, i.e. the last date specified for e-voting, approving the delisting offer in accordance with Regulation 11(4) of the Delisting Regulations. The Target Company has declared the result of postal ballot to the Stock Exchange on January 01, 2026. The votes cast by the Public Shareholders in favour of the Delisting Proposal were 4,67,451 votes which is more than twice the number of votes cast by the Public Shareholders against the Delisting Offer, being 3,750 votes. As per the provisions of the Companies Act, 2013 and Regulation 11 (4) of the Delisting Regulations the votes cast by the Public Shareholders in favour of the Delisting Offer were more than two times the number of valid votes cast against the Special Resolution.

  • 2.9 . Thereafter, the Target Company has submitted the application with BSE on January 09, 2026, for inprinciple approval in relation to the Delisting Offer. The Target Company has received the in-principle approval for the proposed delisting of Equity Shares from BSE vide its letter no. LOD/Delisting/VK/IP/14/2026-27 dated April 02, 2026, in accordance with Regulation 12 of the Delisting Regulations.

  • 2.10. The Detailed Public Announcement ( “DPA” ) was published in the following newspapers as required under Regulation 15 (1) of the Delisting Regulations:

Newspaper Language Editions
Financial Express English All Editions
Jansatta Hindi All Editions
Navshakti Marathi Mumbai
  • 2.11. The Acquirers will inform the Public Shareholders of any changes, modifications or amendments, if any to the information set out in the DPA or this Letter Of Offer by way of issuing a corrigendum that will be published in all the aforementioned newspapers.

  • 2.12. The Acquirers reserves the right to withdraw the Delisting Offer in certain cases as set out in paragraph 15 ( Minimum Acceptance and other conditions for the Delisting Offer ) of this LOF.

  • 2.13. The Acquirers and the PACs undertakes not to sell Equity Shares of the Target Company till the completion of the Delisting Offer.

  • 2.14. As per Regulation 28 of the Delisting Regulations, the Board of Directors of the Target Company is required to constitute a committee of Independent Directors to provide its written reasoned

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recommendations on the Delisting Offer and such recommendation along with the details of the voting pattern shall be published at least 2 (two) working days before the commencement of the Bid Period as set out in paragraph 17 ( Dates of Opening and Closing of Bid Period ) in the same newspapers where the DPA has been published.

  • 2.15. The Acquirers will have the option to accept or reject the discovered price or give counter offer as per Regulation 22 of the Delisting Regulation, i.e. (a) The Acquirers shall be bound to accept the Equity Shares tendered or offered in the delisting offer, if the discovered price determined through the reverse book building process is equal to the floor price or the indicative price, if any, offered by the Acquirers; (b) The Acquirers shall be bound to accept the Equity Shares, at the indicative price, if any offered by the Acquirers, even if the price determined through the reverse book building process is higher than the floor price but less than the indicative price. Further, the Acquirers shall not be bound to accept the Equity Shares, if the discovered price pursuant to reverse book building process is higher than the indicative price.

  • 2.16. Further, as per Regulation 22 (4) of the Delisting Regulation, in case of delisting through reverse book building process, a counter offer may be made by the Acquirers to the Public Shareholders, provided - i) the post offer shareholding of the Acquirers and the Promoters, along with the shares tendered by public shareholders, is not less than seventy five percent; and

  • ii) Not less than fifty percent of the public shareholding has been tendered.

  • 2.17. The "Exit Price" shall be: (i) the Discovered Price, if accepted by the Acquirers, or (ii) a price higher than the Discovered Price, is offered by the Acquirers at its absolute discretion; or (iii) the Counter Offer Price offered by the Acquirers calculated as per Delisting Regulations, pursuant to acceptance and/or rejection by the Public Shareholders, results in the cumulative shareholding of the Promoter and the members of the Promoter group reaching 90% of the Equity Share capital of the Target Company.

3. NECESSITY AND OBJECTIVE OF THE DELISTING OFFER

In terms of Regulation 8(3) (a) of the Delisting Regulations, the rationale for the Delisting Proposal is as follows:

  • a) The main objective of the Delisting Proposal is to obtain full ownership of the Target Company by the Acquirers and PACs which will in turn provide increased financial flexibility to support the Target Company's business and financial needs, including but not limited to exploring new financing structures including financial support from the Acquirers and PACs;

  • b) The Delisting Proposal will help in cost savings and allow the management to dedicate more time and focus on the Target Company's business as reduction in time and requirement of resources dedicated to listing compliances and;

  • c) The Delisting Proposal will provide the Public Shareholders an opportunity to realize immediate and certain value for their Equity Shares at a time of elevated market volatility.

4. BACKGROUND OF THE ACQUIRERS

A) ALTIS PROPERTIES PRIVATE LIMITED (“ACQUIRER 1”)

  • i. Acquirer 1 was originally incorporated on June 23, 2022, as a private limited company under the provisions of the Companies Act, 2013 with the Registrar of Companies, Tamil Nadu. The Corporate Identity Number of the Company is U70100TN2022PTC153271. The Registered Office of the Company is situated at No. 19, Old No. 10, Blue Haven, 4th Floor, Harrington Road, Chetpet, 600031, Chennai, Tamil Nadu, India. The Acquirer 1 is engaged in the business of development of properties.

  • ii. The Acquirer 1 is the member of the Promoter Group of the Target Company. Further, as on date of this LOF, the Acquirer 1 does not hold any Equity Shares in the Target Company.

  • iii. As per the Memorandum of Association of the Acquirer 1, the object of the Acquirer 1 is to carry on the business as dealers, re-sellers, house and estate agents, auctioneers, lessors, builders, developers, experts, advisers, surveyors, planners, furnishers, designers in real estate, immovable and movable properties and for that purpose, including but not limited to acquire, hold, mortgage, take on lease, exchange or otherwise acquire, improve, manage, survey, develop, sell, deal, dispose off, turn to account or otherwise deal, prepare, layouts, prepare building sites, and to construct, reconstruct repair, remodel, pulldown, alter,

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improve, decorate, furnish and maintain, immovable and movable properties, other properties, lands, flats, mainsonetts, dwelling houses, shops, offices, markets, commercial complex, theatre, clubs, factories, workshops and other fixtures.

  • iv. The Net worth of the Acquirer 1 is ₹ 3,922/- lakhs (Rupees Three Thousand Nine Hundred and Twenty Two Lakhs only) as on October 31, 2025 as certified by Abhay Kumar Jain (Membership No. 207937), proprietor of Abhay U Jain & Associates, Chartered Accountant (Firm registration no. 011045S) vide certificate dated December 08, 2025 bearing UDIN – 25207937BMIGLK3451 and having their office at 164, Linghi Chetty Street, Chennai, 600001.

  • v. As on the date of this LOF, the authorised share capital of the Acquirer 1 is ₹ 15,00,000/- (Rupees Fifteen Lakhs only) comprising 1,50,000 (One Lakh Fifty Thousand) Equity Shares having face value of ₹ 10/each and the issued and paid up capital of the Acquirer 1 is ₹ 1,00,000 (Rupees One Lakh only) comprising 10,000 (Ten Thousand) Equity Shares having face value of ₹ 10/- each.

  • vi. The shareholding pattern of Acquirer 1 as on April 02, 2026, comprising name of shareholders and category is provided below:

Name of Shareholder Category No. of share held % of issued capital
Promoter/Public
Atul Gupta Promoter 5000 50
Divya Gupta Promoter 3000 30
Sidarth Gupta Promoter 1000 10
Devansh Gupta Promoter 1000 10
Total 10000 100
  • vii. The board of directors of Acquirer 1 are as below:
Name of Director Designation DIN Date of Appointment
Atul Gupta Managing Director 01608328 June 23, 2022
Divya Gupta Director 02020539 June 23, 2022
Sidarth Gupta Director 09649393 June 23, 2022
Devansh Gupta Director 09649394 June 23, 2022
  • viii. Atul Gupta who is the promoter as well as the Managing Director of the Acquirer 1, is also the Promoter and Non-Executive Director of the Target Company and is classified as PAC 1 in this Delisting Offer. Further, he holds 8,07,873 Equity Shares in the Target Company. However, PAC 1 is not intending to acquire any Equity Shares of the Target Company pursuant to this Delisting Offer.

  • ix. The key financial information of the Acquirer 1 based on its audited financial statements for the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023 are as follows:

(₹ in lakhs)
For the year ended For the year ended
For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Income 4,892.97 2,395.10 0.00
Profit/(Loss) before Tax 1,010.50 575.60 (52.48)
Profit/(Loss) after Tax 755.38 444.00 (0.52)
Paid up Equity Share Capital 1.00 1.00 1.00
Reserves and Surplus 1,146.90 391.51 (52.48)
Net Worth/Total Equity (A) 1,147.90 392.51 (51.48)
Total Liabilities (B) 10,011.94 7,822.82 5,247.44
Total Liabilities and Equity
(A+B)
11,159.84 8,215.33 5,298.92
Total Assets **11,159.84 ** 8,215.33 **5,298.92 **

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  • x. The Acquirer 1 and the PACs have not sold any Equity Shares of the Target Company during the 6 (six) months preceding the date of the Initial Public Announcement i.e. November 10, 2025. Further, the Acquirer 1 and the PACs of the Target Company have undertaken not to sell Equity Shares of the Target Company until completion of the delisting offer in accordance with Delisting Regulations.

  • xi. The Acquirer 1 has not been prohibited by the Securities and Exchange Board of India ( “SEBI” ) from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992 ( “SEBI Act” ) or any other regulations made under the SEBI Act.

  • xii. The Acquirer 1 has not been declared as wilful defaulter by any bank or financial institution or consortium thereof.

  • xiii. The Acquirer 1 hereby invites all the Public Shareholders of the Target Company to bid in accordance with the reverse book building process of the Stock Exchange and on the terms and subject to the conditions set out herein, all of their Equity Shares of the Target Company.

  • xiv. The Acquirer 1 has, as detailed in Paragraph 21 ( Details of Escrow Account ) of this LOF, made available all the requisite funds necessay to fulfil the obligations of the Acquirer 1 under the Delisting Proposal.

B. GKS TECHNOLOGY PARK PRIVATE LIMITED (“ACQUIRER 2")

  • i. Acquirer 2 was originally incorporated on February 06, 2006, as a private limited company under the Companies Act, 1956 with the Registrar of Companies, Tamil Nadu. The Corporate Identity Number of the Company is U45209TN2006PTC058760. The Registered Office of the Company is situated at No. 3 Club Roadchetpet, 600031 Chennai, Tamil Nadu, India.

  • ii. The Acquirer 2 is the member of the Promoter Group of the Target Company. Further, as on date of this LOF, the Acquirer 2 does not hold any Equity Shares in the Target Company.

  • iii. As per Memorandum of Association of the Acquirer 2, the object of the Acquirer 2 is to buy, sell, develop, maintain, promote, build, operate, lease, let-out, properties, technology parks, special economic zones, hardware technology parks in India and abroad and to take up construction work, promotional work and act as engineers, Consultants, architects, contractors, dealers in builders, manufacturers, developers, promoters and distributors of building materials of all kinds, Commission agents, and consultants for all kinds of goods and services relating to the development of the property.

  • iv. The Net worth of the Acquirer 2 is ₹ 24,773.04/- lakhs (Rupees Twenty Four Thousand Seven Hundred Seventy Three Lakh and Four Thousand only) and as on November 26, 2025 as certified by Gautam Chand Chopra (Membership No. 029165), proprietor of G.C. Chopra & Co., Chartered Accountants (Firm registration no. 005895S) vide certificate dated November 28, 2025 bearing UDIN – 25029165BMNPNK4228 and having their office at No. 36, Challani Plaza, 2[nd] Floor, Veerappan Street, Sowcarpet, 600001, Chennai, Tamil Nadu.

  • v. As on the date of this LOF, the authorised share capital of the Acquirer 2 is ₹ 1,00,00,000 (Rupees One Crore only) comprising 10,00,000 (Ten Lakh) Equity Shares having face value of ₹ 10/- each and the issued and paid up capital of the Acquirer 2 is ₹ 2,00,000 (Rupees Two Lakh only) comprising 20,000 (Twenty Thousand) Equity Shares having face value of ₹ 10/- each.

  • vi. The shareholding pattern of Acquirer 2 as on April 02, 2026, comprising name of shareholders and category is provided below:

Category
Name of Shareholder No. of share held % of issued capital
Promoter/Public
K V Ramana Shetty Promoter 6,000 30
Padmaja V Ramana Promoter 6,000 30
Gopalakrishna Shetty Promoter 3,500 17.50
Vinayak Shetty Promoter 3,500 17.50
G.K. Shetty Builders
PrivateLimited
Promoter 500 2.5

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GKS Reality Private
Limited
Promoter 500 2.5
Total 20,000 100

vii. The board of directors of Acquirer 2 are as below:

Name of Director Designation DIN Date of Appointment
K V Ramana Shetty Managing Director 01470034 February 06, 2006
Padmaja VRamana Director 01469980 February 06,2006
  • viii. K V Ramana Shetty who is the promoter as well as the Managing Director of the Acquirer 2, is also the Promoter and Non-Executive Director of the Target Company and is classified as PAC 2 in this Delisting Offer. Further, he holds 7,45,367 Equity Shares in the Target Company. However, PAC 2 is not intending to acquire any Equity Shares of the Target Company pursuant to this Delisting Offer.

  • ix. The key financial information of the Acquirer 2 based on its audited financial statements for the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023 are as follows:

(₹ in lakhs)

For the year ended For the year ended For the year ended
Particulars
March 31, 2025

March 31, 2024

March 31, 2023
Total Income 6,613.01 7,188.03 5,483.60
Profit/(Loss) before Tax 3,043.11 3,198.18 2,380.34
Profit/(Loss) after Tax 2,386.10 1,780.03 2,374.05
Paid up Equity Share Capital 2.00 2.00 2.00
Reserves and Surplus 20,469.37 18,083.27 16,303.23
Net Worth/Total Equity (A) 20,471.37 18,085.27 16,305.23
Total Liabilities (B) 4,456.12 7,845.50 8,832.53
Total Liabilities and Equity
(A+B)
24,927.5 25,930.77 25,137.76
Total Assets 24,927.5 25,930.78 25,137.76
  • x. The Acquirer 2 and the PACs have not sold any Equity Shares of the Target Company during the 6 (six) months preceding the date of the Initial Public Announcement i.e. November 10, 2025. Further, the Acquirer 2 and the PACs of the Target Company have undertaken not to sell Equity Shares of the Target Company until completion of the delisting offer in accordance with Delisting Regulations.

  • xi. The Acquirer 2 has not been prohibited by the Securities and Exchange Board of India (“ SEBI ”) from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992 (“ SEBI Act ”) or any other regulations made under the SEBI Act.

  • xii. The Acquirer 2 has not been declared as wilful defaulter by any bank or financial institution or consortium thereof.

  • xiii. The Acquirer 2 hereby invites all the Public Shareholders of the Target Company to bid in accordance with the reverse book building process of the Stock Exchange and on the terms and subject to the conditions set out herein, all of their Equity Shares of the Target Company.

  • xiv. The Acquirer 2 has, as detailed in Paragraph 21 (Details of Escrow Account) of this LOF, made available all the requisite funds necessary to fulfil the obligations of the Acquirer 2 under the Delisting Proposal.

5. BACKGROUND OF THE TARGET COMPANY

  • 5.1 Target Company was originally incorporated as ‘Kerry Jost Tools Limited’ on December 26, 1962, as a public limited company under the Companies Act, 1956 with the Registrar of Companies, Maharashtra. Subsequently, the name of the Target Company was changed to ‘Kerry Jost Engineering Limited’ and a fresh certificate of incorporation dated December 15, 1987 was issued by Registrar of Companies,

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Maharashtra, Bombay. Further, on January 17, 2008, the name of the Target Company was changed to Tulive Developers Limited. The Corporate Identity Number of the Target Company is L99999MH1962PLC012549. The Equity Shares of the Target Company got listed on BSE in the year 1966.

  • 5.2 The Registered Office of the Target Company is situated at 21/22, Loha Bhavan P. D. Mello Road, 400009, Mumbai, Maharashtra, India.

  • 5.3 The Target Company is engaged in real estate development and construction. However, the Company has not been carrying on any business activities and the revenue from operations is Nil since financial year ended March 31, 2021.

  • 5.4 As on the date of this LOF, the Target Company has no outstanding preference shares, partly paid-up equity shares, convertible instruments, stock options or any other instruments that may result in issuance of Equity Shares by the Target Company. Further as on date, none of the Equity Shares held by the Public Shareholders are subject to any lock-in requirements.

  • 5.5 The Equity Shares of the Target Company are currently listed only on the BSE since March 28, 1966 having Scrip Code 505285 . The ISIN of Equity Shares of the Target Company is INE637D01015 . The Equity Shares of the Target Company are currently not suspended from trading on the Stock Exchange.

  • 5.6 The Authorized Equity Share Capital of the Target Company is ₹ 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of face value of ₹ 10/- each. The issued, subscribed and paid-up Equity Share Capital of the Target Company is ₹ 2,15,43,750 (Rupees Two Crore Fifteen Lakhs Forty Three Thousand Seven Hundred and Fifty only) comprising 21,54,375 (Twenty One Lakh Fifty Four Thousand Three Hundred and Seventy Five) Equity Shares of face value of ₹ 10/- each.

  • 5.7 Aggregate shareholding of the Promoter of the Target Company as on April 02, 2026 is as under:

Sr. No. Name of Promoter Category No. of Equity % of total Equity

Shares Held

Share Capital
1 Atul Gupta Promoter 8,07,873 37.50
2 K V Ramana Shetty
Promoter
7,45,367 34.60
Total 15,53,240 72.10
  • 5.8 The Board of Directors of the Target Company as on date of this LOF is as follows:
Sr. No.
Name Designation as on date of LOF DIN Date
of
Initial
Appointment
No.
of
Equity
Shares held
1 K V Ramana Shetty Non-Executive
and
Non-
Independent
Director-
Chairperson
01470034 30/03/2024 7,45,367
2 Atul Gupta Non-Executive
and
Non-
Independent Director
01608328 30/03/2024 8,07,873
3 Vaidyanathan Suresh Whole-Time Director 08857297 01/09/2020 73,732
4
Bhumika
Jignesh
Shah
Non-Executive

Independent Director
07019476 25/09/2025 Nil
5 Pradeep Bhandari Non-Executive

Independent Director
00344194 01/10/2024 01
6
Jacob
George
Kandathil
Non-Executive

Independent Director
07129183 01/10/2024 Nil

5.9 Key Financial Information of the Target Company:

The key financial information of the Target Company based on the audited financial statements for the financial years ended on March 31, 2025, March 31, 2024, and March 31, 2023 is as follows:

(₹ in lakhs)

Particulars For the year ended For the year ended March For the year ended
March 31, 2025 31, 2024 March 31, 2023

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Total Income 18.32 47.28 69.57
Profit/(Loss)Before Tax (124.45) (84.48) 118.41
Profit/(Loss) After Tax (127.34) (93.38) 126.22
Other Comprehensive Income
-
- -
Total Comprehensive Income (127.34) (93.38) 126.22
Paid upShare Capital 215.44 215.44 215.44
Reserves and Surplus 4,471.05 4,598.39 4,691.77
Net worth/Total Equity 4,686.49 4,813.83 4,907.21
Total Liabilities 5.94 2.97 (5.77)
Total Liabilities and Equity 4,692.43 4,816.80 4,901.44
Total Assets 4,692.43 4,816.80 4,901.44

The Target Company does not have any subsidiary, joint venture or associates. Hence, the consolidated financial statements are not prepared by the Target Company.

6. PRESENT CAPITAL STRUCTURE & SHARHOLDING PATTERN OF THE TARGET COMPANY

  • 6.1 The capital structure of the Target Company as on the date of this LOF is as follows:
Paid-up Shares of the Target Company No. of Equity Shares % of total Equity Share
Capital
Fully Paid-up Equity Shares of ₹ 10/-each 21,54,375 100.00
Partly Paid-up Equity Shares Nil Nil
Total Paid-up Equity Shares of ₹ 10/-each 21,54,375 100.00
Total Voting Rights in the Target Company 21,54,375 100.00
  • 6.2 The shareholding pattern of the Equity Share Capital of the Target Company as on April 02, 2026, as follows:
Category No. of
Equity
Shares held
% of total
Equity Shares
Capital
Promoter and Promoter Group (A) 15,53,240 72.10
-
Individuals
15,53,240 72.10
Public Shareholders (B) 6,01,135 27.90
-
Directors and their relatives (excluding independent directors and
nominee directors)
73,732 3.42
-
Resident Individuals holding nominal share capital in excess of
Rs. 2 lakhs
2,08,127 9.66
-
Resident Individuals holding nominal share capital up to Rs. 2
lakhs
1,31,538 6.11
-
Bodies Corporate
41,362 1.92
-
Any Others
HUF 1,37,198 6.37
LLP 6,628 0.31
Escrow Account 50 0.00
Trusts 2,500 0.12
Total (A+B) 21,54,375 100.00

7. EXPECTED POST DELISTING OFFER SHAREHOLDING PATTERN OF THE TARGET COMPANY

The expected post Delisting Offer shareholding pattern of the Target Company assuming that all the Equity Shares outstanding with the Public Shareholders are acquired pursuant to a successful completion of the Delisting Offer in terms of the Delisting Regulations shall be as follows:

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Particulars No. of Equity Shares* **% of total Equity Share Capital ***
Promoter & Promoter Group 21,54,375 100.00
Public Nil Nil
Total 21,54,375 100.00
  • Assuming full tender of Equity Shares by all Public Shareholders.

8. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED

  • 8.1 The Equity Shares of the Target Company are currently listed and traded only on BSE. The Equity Shares of the Target Company are infrequently traded in terms of the Regulation 2(1) (j) of the SEBI (SAST) Regulations.

  • 8.2 The Acquirers are seeking to delist the Equity Shares of the Target Company from BSE and “ in-principle ” approval for delisting was received from BSE on April 02, 2026.

  • 8.3 No application for listing shall be made in respect of the Equity Shares which have been delisted pursuant to this Offer for a period of 3 (three) years from the date of delisting.

  • 8.4 Any application for listing made in future by the Target Company in respect of delisted Equity Shares shall be deemed to be an application for fresh listing of such Equity Shares and shall be subject to provisions of the then prevailing regulations relating to listing of Equity Shares of unlisted companies.

  • 8.5 The Acquirers proposes to acquire the Offer Shares, pursuant to a reverse book building process through an acquisition window facility, i.e., separate acquisition window in form of web-based bidding platform provided by BSE, in accordance with the stock exchange mechanism i.e. “Acquisition Window Facility” or “Offer to Buy (OTB)” , conducted in accordance with the terms of the Delisting Regulations and the SEBI Circulars ( defined below ).

9. MANAGER TO THE DELISTING OFFER

The Acquirers have appointed Saffron Capital Advisors Private Limited as “Manager to the Delisting Offer” :

==> picture [89 x 29] intentionally omitted <==

Saffron Capital Advisors Private Limited

Address: 605, Center Point, 6th floor, J. B. Nagar, Andheri Kurla Road Andheri (East), Mumbai - 400 059, Maharashtra, India. Tel. No.: +91 22 4973 0394; E-mail id: [email protected] Website: www.saffronadvisor.com Investor grievance id: [email protected] Contact Person: Ms. Pooja Jain SEBI Registration Number: INM000011211 Validity of Registration: Permanent

10. REGISTRAR TO THE DELISTING OFFER

The Acquirers have appointed Cameo Corporate Services Limited as “Registrar to the Delisting Offer” :

==> picture [86 x 48] intentionally omitted <==

Cameo Corporate Services Limited

Address: Subramanian Building, No. 01, Club House Road, Chennai- 600 002, Tamil Nadu, India Tel. No. : +91 44 4002 0700/2846 0390; Email id: [email protected] Website: www.cameoindia.com Investor grievance id: [email protected] Contact Person: Ms. Sreepriya K (Executive Vice President & Company Secretary) SEBI Registration Number: INR000003753 Validity of Registration: Permanent

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11. DETAILS OF BUYING BROKER

The Acquirers have appointed Choice Equity Broking Private Limited as “Buying Broker” for this Delisting Offer:

Choice Equity Broking Private Limited

Address: Sunil Patodia Tower, J B Nagar, Andheri (East), Mumbai-400099; Contact Person: Mr. Jeetender Joshi (Senior Manager);

Tel. No.: 022-69835291;

E-mail id: [email protected];

Website: www.choiceindia.com

Investor Grievance id: [email protected] SEBI Registration Number: INZ000160131

12. INFORMATION REGARDING STOCK MARKET DATA OF THE COMPANY

  • 12.1 As mentioned in paragraph 8.1, the Equity Shares of the Target Company are infrequently traded on the BSE in terms of the Regulation 2(1) (j) of the SEBI (SAST) Regulations.

  • 12.2 The high, low and average market prices of the Equity Shares for the preceding 3 (three) financial years and the monthly high, low and average market prices for the 6 (six) months preceding the date of this LOF and the corresponding volumes of Equity Shares traded on the Stock Exchange is as follows:

BSE

Number of Number of
Total Volume of
Equity Low Equity Average
Equity Shares
Date High (₹) Date of High Shares Date of Low Shares Price#

traded in the period (No.
traded on (₹) traded on (₹)

of Equity Shares)
that date that date
Preceding 3 financial years
FY 2024-25 1,111 May 31, 2024* 54 430.25 Sep 12, 2024 2,065 692.89 7,637
FY 2023-24 496.15 Mar 28,2024* 28 171.5 Oct 23,2023$ 1 261.89 1,473
FY 2022-23 180 Feb 21,2023* 31 173.5 May16,2022 22 177.37 566
Preceding 6 months
March 2026 795.8 March 25,
2026
1 795.8 March 25,
2026
1 795.8 1
February 2026 812 Feb 6, 2026 1 797 Feb 3, 2026 179 807 192
January 2026 812.9 Jan 30, 2026 71 722 Jan 21, 2026 20 766.70 2,066
December 2025 755 Dec 1, 2025 10 696.6 Dec 8, 2025 3 719.98 334
November 2025 855.6 Nov 3, 2025 1 769.95 Nov 28, 2025 5 823.27 65
October 2025 856.3 Oct 17, 2025 1 775.75 Oct 10, 2025 40 817.24 71

(Source: www.bseindia.com)

#Arithmetic average of closing prices of all trading days during the said period.

*There is no change in the prices of the shares traded in that respective month or year accordingly the day with the highest and lowest traded shares is considered.

$In this case, since the closing price and the number of shares traded were same on more than one day, we have accordingly considered the first date on which the price reached that level.

13 . DETERMINATION OF THE FLOOR PRICE

  • 13.1 The Acquirers proposes to acquire the Equity Shares from the Public Shareholders pursuant to a reverse book–building process established in terms of Schedule II of the Delisting Regulations.

  • 13.2 The Equity Shares of the Target Company are currently listed and traded only on BSE. The scrip code and the security ID of the Target Company are 505285 and TULIVE respectively.

  • 13.3 The annualized trading turnover based on the trading volume of the Equity Shares at BSE during the period from November 01, 2024, to October 31, 2025 i.e.12 (twelve) calendar months preceding the calendar month of the Reference Date (defined below) is as under:

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Stock Exchange Total Traded Volumes Total no. of listed Annualized
trading
from November 01, 2024 t
Equity Share
turnover (%)
October 31, 2025
(as a percentage of the
total number of shares
outstanding)
BSE 6,392 21,54,375 0.29%

(Source:www.bseindia.com)

  • 13.4 As mentioned in the paragraph 8.1 of this LOF, the Equity Shares of the Target Company are infrequently traded on BSE in terms of Regulation 2(1)(j) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 ( “SEBI (SAST) Regulations” ).

  • 13.5 As per Regulation 19 A (2) of the Delisting Regulations, the reference date for computing the floor price would be the trading day next to the date of the initial public announcement, if such an announcement was made after the close of market hours or on a non-trading day. In this case, the Acquirers have made an announcement post closure of the market hours on November 10, 2025, accordingly the reference date is November 11, 2025 ( “Reference Date” ).

  • 13.6 Regulation 19(A) (1) of the Delisting Regulations provides the procedure for determining the Floor Price. Hence, in terms of Regulation 19(A) (1) of the Delisting Regulations, the Floor Price shall be the higher of the following:

Sr. No. Particulars Price Per Share (₹)
i. The volume weighted average price paid or payable for
acquisitions by the acquirer along with Persons acting in concert,
during the 52 weeks immediately preceding the reference date
Not Applicable
ii. The highest price paid or payable for any acquisition by the
acquirer along with persons acting in concert during the 26
weeks immediately preceding the reference date
Not Applicable
iii. Adjusted book value (considering consolidated financials) as
determined by an independent registered valuer
682.54/-
iv. The volume weighted average market price for a period of
60 trading days immediately preceding the reference date on the
stock exchange where the maximum trading volume of the equity
shares is recorded, provided such shares are frequently traded
Not Applicable
v. The price determined by an independent registered valuer
taking into account valuation parameters such as the book
value, comparable trading multiples and any other customary
valuation metrics for valuation of shares of companies in the same
industry where the shares are not frequently traded
719.30/-#

# Kalyanam Bhaskar, Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/12959) has vide his valuation report dated November 20, 2025 certified the floor price of Equity Shares of the Target Company i.e. ₹ 719.30/- per Equity Share.

  • 13.7 After considering parameters as are customary for valuation of shares of the Target Company the Floor Price of ₹ 719.30 (Rupees Seven Hundred Nineteen and Three Zero Paise only) per Equity Share of face value ₹ 10/- each has been determined as per the valuation report dated November 20, 2025, issued by Mr. Kalyanam Bhaskar, Registered Valuer. Considering the Floor Price the Acquirers have offered an Indicative Price of ₹ 750/- (Rupees Seven Hundred and Fifty only) per Equity Shares of face value ₹ 10/-each. The final exit price may be determined, based on Reverse Book Building Process. The Acquirers through the Manager to the Delisting Offer notified to BSE about the Floor Price and Indicative Price on November 20, 2025.

14. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE

  • 14.1 The Acquirers proposes to acquire the Offer Shares pursuant to a reverse book-building process through acquisition window facility, i.e. separate acquisition window in form of web based bidding platform provided by the BSE, in accordance with the stock exchange mechanism (the “Acquisition Window Facility” or “Offer to Buy”), conducted in accordance with paragraph 16 of this LOF.

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  • 14.2 All Public Shareholders can tender their Offer Shares during the Bid Period as set out in Paragraph 17 ( Dates of Opening and Closing of Bid Period ) i.e., the period within which shareholders may tender their shares in acceptance of the offer for delisting of Equity Shares of the Target Company.

  • 14.3 The minimum price per Offer Share payable by the Acquirers pursuant to the Delisting Offer shall be determined in accordance with the Delisting Regulations and in the manner specified in Schedule II of the Delisting Regulations (“ Discovered Price ”), as the price at which shares are accepted through eligible bids, that takes the shareholding of the Acquirers along with the promoters to 90% (ninety percent) of the total issued shares.

  • 14.4 The cut-off date for determination of inactive Public Shareholders is April 02, 2026 (i.e. the date of receipt of in principle approval from the Stock Exchange).

  • 14.5 The Acquirers shall be bound to accept the Equity Shares tendered or offered in the delisting offer, if the discovered price determined through the reverse book building process is equal to the floor price or the indicative price, if any, offered by the Acquirers. The Acquirers shall be bound to accept the Equity Shares, at the Indicative Price i.e. ₹ 750/- (Rupees Seven Hundred and Fifty Only), offered by the Acquirers, even if the price determined through the reverse book building process is higher than the Floor Price but less than the Indicative Price. Nothing contained in point shall apply, if the discovered price pursuant to reverse book building process is higher than the Indicative Price.

  • 14.6 In case of delisting through reverse book building process; a counter-offer may be made by the Acquirers to the Public Shareholders, provided:-

  • a) the post-offer shareholding of the Acquirers and Promoters, along with the shares tendered by Public Shareholders, is not less than seventy-five percent; and

  • b) not less than fifty percent of the public shareholding has been tendered.

  • 14.7 In case the Counter Offer given by the Acquirers, the counter offer price shall not be less than the higher of (a) volume weighted average price of the shares tendered/offered in the reverse book building process; and (b) the indicative price, if any, offered by the Acquirers.

  • 14.8 The “Exit Price” shall be:

(i) the Discovered Price, if accepted by the Acquirers; or

(ii) a price higher than the Discovered Price, if offered by the Acquirers at their absolute discretion; or

  • (iii) the Counter Offer Price offered by the Acquirers at their sole and absolute discretion which, pursuant to acceptance and/or rejection by the Public Shareholders, results in the shareholding of the Acquirers along with Promoters reaching 90% (ninety percent) of the issued shares of the Target Company in terms of regulation 21(a) of the Delisting Regulations.

  • 14.9 The Acquirers shall announce the Discovered Price and his decision to accept or reject the Discovered Price or make a Counter Offer. If accepted, the Acquirers will also announce the Exit Price, as applicable, in the same newspapers in which the DPA appeared in accordance with the schedule of activities.

  • 14.10 Once the Acquirers announces the Exit Price, they will acquire, subject to the terms and conditions set out in the DPA and this Letter of Offer of the Delisting Offer, all the Equity Shares validly tendered up to and equal to the Discovered Price, for a cash consideration equal to the Exit Price for each such Share validly tendered and ensure that : (i) In case Discovered Price being more than Floor Price but equal to or less than the Indicative Price, the payment shall be made through the secondary market settlement mechanism; (ii) In case the Discovered Price is higher than the Indicative Price, the payment shall be made within 5 (five) working days from the date of the public announcement as required to be made as per Regulation 17 (4) of the Delisting Regulations. The Acquirers will not accept Equity Shares tendered at a price that exceeds the Exit Price.

  • 14.11 If the Acquirers does not accept the Discovered Price, then with respect to the process provided under Regulation 22(4A) of the Delisting Regulations, the Acquirers may, at its sole discretion, make a Counter Offer to the Public Shareholders within 2 (two) working days of the closure of the Bid Period, in the manner specified in Schedule IV of the Delisting Regulations.

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  • 14.12 If the Acquirers does not accept the Discovered Price and does not make Counter Offer to the Public Shareholders in terms of Regulation 22 of the Delisting Regulations, or the Delisting Offer fails in terms of Regulation 23 of the Delisting Regulations:

  • i. the Acquirers will have no right or obligation to acquire any Equity Shares tendered pursuant to the Delisting Offer;

  • ii. the Acquirers, through the Manager to the Delisting Offer, will within 2 (two) working days of closure of the Bid Period ( details provided in paragraph 17 ) announce such rejection of the Discovered Price or failure of the Delisting Offer, through an announcement in all newspapers where this DPA has been published;

  • iii. No final application shall be made to the Stock Exchange for delisting of the Equity Shares;

  • iv. The Equity Shares tendered by a Public Shareholder shall be returned or the lien on the Equity Shares will be released to such Public Shareholders on the (a) date of disclosure of the outcome of the reverse book building process under Regulation 17(3) of the Delisting Regulations (b) on the date of making public announcement for the failure of the Delisting Offer under Regulation 17(4) of the Delisting Regulations if the Discovered Price through the reverse book building process is rejected by the Acquirers (c) in accordance with schedule IV of the Delisting Regulations if a counter offer has been made by the Acquirers.

  • v. 99% (Ninety Nine percent) of the amount lying in the Escrow Account shall be released to the Acquirers within 1 (one) working day from the date of Public Announcement of failure of the Delisting Offer and the balance 1% (one percent) shall be released post return of the Equity Shares to the Public Shareholders or confirmation of revocation of lien marked on their Equity Shares by the Manager to the Delisting Offer.

  • vi. the Acquirers shall not make another delisting offer until expiry of 6 (six) months (i) from the date of disclosure of the outcome of the reverse book building process under Regulation 17(3) of Delisting Regulations if the minimum number of Equity Shares as provided under Regulation 21(a) of the Delisting Regulations are not tendered/offered; (ii) from the date of making public announcement for the failure of the delisting offer under sub-regulation (4) of regulation 17 of Delisting Regulations if the Discovered Price is rejected by the Acquirers (iii) from the date of making public announcement for the failure of counter offer as provided under Schedule IV of Delisting Regulations; and

  • vii. The Escrow Account opened in accordance with Regulation 14 of the Delisting Regulations shall be closed after release of balance 1% (one percent) in terms of Regulation 14 (9) of Delisting Regulations.

15. MINIMUM ACCEPTANCE AND OTHER CONDITIONS FOR THE DELISTING OFFER

The acquisition of Equity Shares by the Acquirers pursuant to the Delisting Offer and the successful delisting of the Target Company pursuant to the Delisting Offer are conditional upon:

  • 15.1 The Acquirers, in its sole and absolute discretion, either accepting the Discovered Price or offer a price higher than the Discovered Price or offer a Counter Offer Price which, pursuant to acceptance and/ or rejection by Public Shareholders, results in the shareholding of the Acquirers along with the Promoters of the Target Company reaching 90% (ninety percent) of the total issued shares of the Target Company excluding such Equity Shares in terms of regulation 21(a) of the Delisting Regulations. It may be noted that notwithstanding anything contained in the DPA and this Letter of Offer, the Acquirers reserves the right to accept or reject the Discovered Price if it is higher than the Indicative Price;

  • 15.2 A minimum number of Offer Shares being tendered at or below the Exit Price in terms of Regulation 21 of Delisting Regulations, prior to the closure of bidding period as set out in paragraph 17 ( Dates of Opening and Closing of Bid Period ) i.e. on the Bid Closing Date so as to cause the cumulative number of the Equity Shares held by the Acquirers along with the Promoters of the Target Company (as on the date of this LOF taken together with Equity Shares acquired through the Acquisition window facility) to be equal to or in excess of such Equity Shares constituting 90% (ninety percent) of the total issued shares of the Target Company in terms of Regulation 21(a) of the Delisting Regulations ( “Minimum Acceptance Condition” )

  • 15.3 The Acquirers obtaining all requisite regulatory approvals and meeting the conditions set out in Regulation 21 of the Delisting Regulations; and

  • 15.4 There being no amendments to the Delisting Regulations or any applicable laws or regulations or conditions imposed by any regulatory or statutory authority/body or order from a court or competent

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authority which would in sole opinion of the Acquirers, prejudice the Acquirers in proceeding with the Delisting Offer. Provided that withdrawal on this count shall be subject to receipt of regulatory approval, if any required for the same.

  • 15.5 As per Regulation 21 of the Delisting Regulation, the Delisting Offer shall be deemed to be successful if the condition stated in paragraph 15.2 above is satisfied.

16. ACQUISITION WINDOW FACILITY OR OFFER TO BUY (OTB)

  • 16.1 Pursuant to the Delisting Regulations, the Acquirers are required to facilitate tendering of the Equity Shares held by the Public Shareholders of the Target Company and the settlement of the same, through the stock exchange mechanism provided by BSE. SEBI vide its circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 on ‘Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting’, circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 on ‘Streamlining the process for Acquisition of Shares pursuant to Tender-Offers made for Takeovers, Buyback and Delisting of Securities’ and circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 on ‘Tendering of shares in open offers, buy-back offers and delisting offers by marking lien in the demat account of the shareholders ( “SEBI Circulars” ) sets out the procedure for tendering and settlement of Equity Shares through the Stock Exchange ( “Stock Exchange Mechanism” ). As prescribed under the SEBI Circular, the facility for such acquisitions shall be in the form of a separate window provided by stock exchanges having nationwide trading terminals ( “Acquisition Window Facility” ).

  • 16.2 Further, the SEBI Circulars also provide that the Stock Exchange shall take necessary steps and put in place the necessary infrastructure and systems for implementation of the Stock Exchange mechanism and to ensure compliance with requirements of the SEBI Circulars. Pursuant to the SEBI Circulars, the Stock Exchange has issued guidelines detailing the mechanism for acquisition of shares through Stock Exchange.

  • 16.3 As per the SEBI Circulars, the Acquirers have chosen Acquisition Window Facility provided by the BSE ( “Designated Stock Exchange” or “DSE” ) for the purpose of Delisting Offer.

  • 16.4 The Acquirers have appointed the following as its broker for the Delisting Offer through whom the purchase and settlement of the Offer Shares tendered in the Delisting Offer will be made ( “Buying Broker” )

Choice Equity Broking Private Limited Address: Sunil Patodia Tower, J B Nagar, Andheri (East), Mumbai-400099; Contact Person: Mr. Jeetender Joshi (Senior Manager); Tel. No.: 022-69835291; E-mail id: [email protected]; Website: www.choiceindia.com Investor Grievance id: [email protected] SEBI Registration Number: INZ000160131

  • 16.5 The cumulative quantity tendered shall be displayed on website of the BSE at specific intervals during Bid Period as set out in paragraph 17 ( Dates of Opening and Closing of Bid Period ) and the outcome of the Reverse Book Building process shall be announced within 2 (two) hours of the closure of the Bid Period (details provided in paragraph 17).

17. DATES OF OPENING AND CLOSING OF BID PERIOD

  • 17.1 All the Public Shareholders holding the Equity Shares are eligible to participate in the reverse bookbuilding process (“ RBB ”), by tendering whole or part of the Equity Shares held by them through the Acquisition Window Facility at or above the Floor Price. The period during which the Public Shareholders may tender their Equity Shares, pursuant to Stock Exchange Mechanism, shall commence on the Bid Opening Date i.e. Wednesday, April 15, 2026 and close on the Bid Closing Date i.e. Tuesday, April 21, 2026 during normal trading hours of the secondary market. During the Bid Period, Bids will be placed in the Acquisition Window Facility by the Public Shareholders through their respective stockbrokers registered with the Stock Exchange during normal trading hours of secondary market on or before the Bid Closing Date. Any change in the Bid Period will be notified by way of an addendum/corrigendum in the newspapers in which the DPA is published.

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  • 17.2The Public Shareholders should note that the Bids are required to be uploaded in the Acquisition Window Facility on or before the Bid Closing Date for being eligible for participation in the Delisting Offer. Bids not uploaded in the Acquisition Window Facility will not be considered for delisting purposes and will be rejected.

  • 17.3The Public Shareholders should submit their Bids through stock brokers who are registered with the Stock Exchange only. Thus, Public Shareholders should not send bids to the Target Company or Acquirers or Manager to the Delisting Offer or Registrar to the Delisting Offer.

  • 17.4Bids received after close of trading hours on the Bid Closing Date will not be considered for the purpose of determining the Discovered Price payable for the Equity Shares by the Acquirers pursuant to the reverse book building process. The Public Shareholders may withdraw or revise their Bids upwards not later than 1 (one) working day before the closure of the Bid Period. Downward revision of the Bids shall not be permitted.

  • 17.5A letter inviting the Public Shareholders (along with necessary forms and detailed instructions) to tender their Equity Shares by way of submission of “Bids” i.e., “Letter of Offer” will be dispatched as indicated in schedule of activities of this LOF.

18. PROCESS AND METHODOLOGY FOR BIDDING THROUGH STOCK EXCHANGE

  • 18.1 The Letter of Offer inviting the Public Shareholders (along with necessary forms and instructions) to tender their Equity Shares to the Acquirers by way of submission of Bids will be dispatched to the Public Shareholders, whose names appear on the register of members of the Target Company and to the owner of the Equity Shares whose names appear as beneficiaries on the records of the respective depositories at the close of business hours on Thursday, April 02, 2026 ( “Specified Date” ). In the event of accidental omission to dispatch the Letter of Offer or non-receipt of the Letter of Offer by any Public Shareholder or any Public Shareholder who has bought the Equity Shares after the Specified Date, they may obtain a copy of Letter of Offer by writing to the Registrar to the Delisting Offer at their address given in paragraph 10 ( Registrar to the Delisting Offer ), clearly marking the envelope “ TULIVE DEVELOPERS LIMITED– DELISTING OFFER ”.

  • 18.2 Alternatively, the Public Shareholders may obtain copies of the Letter of Offer from the website of the BSE i.e. www.bseindia.com, the website of the Target Company i.e. www.tulivedevelopers.com and on the website of the Manager to the Delisting Offer i.e. www.saffronadvisor.com.

  • 18.3 The Delisting Offer is open to all the Public Shareholders holding the Equity Shares of the Target Company in dematerialized or physical form.

  • 18.4 During the Bid Period, the Bids will be placed in the Acquisition Window Facility by the Public Shareholders through their respective stockbrokers registered with the Stock Exchange ( “Seller Member” ) during normal trading hours of the secondary market. The Seller Members can enter orders for Equity Shares which are held in dematerialized form as well as physical form.

  • 18.5 Shareholders or Sellers whose brokers are not registered with BSE are able to tender their Equity Shares through the Buying Broker subject to fulfilment of the account opening and KYC of the Buying Broker.

  • 18.6 Procedure to be followed by the Public Shareholders holding the Equity Shares in dematerialized form:

  • i. The Public Shareholders who desire to tender their Equity Shares in the electronic form under the Delisting Offer would have to do so through their respective Seller Member by indicating to their Seller Member the details of the Equity Shares they intend to tender under the Delisting Offer (“ Tendered Shares ”).

  • ii. The Seller Member would be required to place an order/bid on behalf of the public shareholders who wish to tender Equity Shares in the Delisting Offer using Acquisition Window Facility of the Stock Exchange. The Seller Member would be required to tender the number of Equity Shares by using the settlement number and the procedure prescribed by the Indian Clearing Corporation Limited ( “Clearing Corporation” ) to a special escrow account created by the Clearing Corporation before placing the Bids

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and the same shall be validated at the time of order entry. The details of settlement number shall be informed in the issue opening circular / notice that will be issued by BSE/Clearing Corporation before the Bid opening Date.

  • iii. In case the Public Shareholders demat account is held with one depository and clearing member pool and Clearing Corporation accounts are held with other depository, Equity Shares will be blocked in the Public Shareholders demat account at source depository during the Bid Period. Inter-depository tender offer ( “IDT” ) instructions shall be initiated by the Public Shareholder at source depository to clearing member pool/Clearing Corporation account at depository. Source depository shall block the Public Shareholders Equity Shares (i.e. transfers from free balance to blocked balance) and sends IDT message to depository for confirming creation of lien. Details of Equity Shares blocked in the Public Shareholders demat account shall be provided by the depository to the Clearing Corporation.

  • iv. For Custodian Participant’s orders for the Equity Shares in dematerialized form, early pay-in is mandatory prior to confirmation of order by the Custodian Participant. The Custodian Participant shall either confirm or reject the orders not later than the closing of trading hours on the last day of the Bid Period. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed Custodian Participant orders, if there is any order modification, then it shall revoke the Custodian Participant’s confirmation relating to such order and the revised order shall be sent to the Custodian Participant again for its confirmation.

  • v. Upon placing the Bid, a Seller Member shall provide a Transaction Registration Slip (“ TRS ”) generated by the exchange bidding system to the Public Shareholder. The TRS will contain the details of order submitted like Bid ID No., DP ID, Client ID, No. of the Equity Shares tendered and price at which the Bid was placed.

vi. Public Shareholders shall also provide all relevant documents, which are necessary to ensure transferability of the Equity Shares in respect of the Bid Form to be sent. Such documents may include (but not be limited to):

  • a. Duly attested power of attorney, if any person other than the Public Shareholders has signed the Bid Form;

  • b. Duly attested death certificate and succession certificate/legal heirship certificate, in case any Public Shareholder has expired; and

  • c. In case of companies, the necessary certified corporate authorizations (including board and / or general meeting resolutions).

Please note that submission of Bid forms and TRS is not mandatorily required in case of Equity Shares held in dematerialised form.

  • vii. After the lien is marked successfully in the depository system on the demat Equity Shares and a valid bid in the exchange bidding system, the Public Shareholders holding Equity Shares in dematerialized form have successfully tendered the Equity Shares in the Delisting Offer.

  • viii. The Public Shareholders will have to ensure that they keep their demat account active and unblocked to release the lien on the Equity Shares due to rejection. Further, Public Shareholders will have to ensure that they keep the bank account attached with the DP account active and updated to receive credit remittance due to acceptance of Tendered Shares.

  • ix. In case of non-receipt of the Letter of Offer / Bid Form, Public Shareholders holding Equity Shares in dematerialized form can make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address, client ID number, DP name / ID, beneficiary account number and number of Equity Shares tendered for the delisting offer. Public Shareholders will be required to approach their respective Seller Member and have to ensure that their bid is entered by their Seller Member in the electronic platform to be made available by the Stock Exchange, before the Bid Closing Date.

  • x. The Public Shareholders should not send bids to the Target Company or Acquirers or Manager to the Delisting Offer or Registrar to the Delisting Offer.

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  • 18.7 Procedure to be followed by the Public Shareholders holding the Equity Shares in the Physical form pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020:

  • i. The Public Shareholders holding Equity Shares in physical form shall note that in accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, all the Public Shareholders holding Equity Shares in the physical form are allowed to tender their Equity Shares in the Delisting Offer provided that such tendering shall be as per the provisions of the Delisting Regulations and terms provided in the Letter of Offer.

  • ii. The Public Shareholders who holds Equity Shares in physical form and intend to participate in the Delisting Offer will be required to approach their respective Seller Member along with the complete set of documents for verification procedures to be carried out including as below:

  • a) original share certificate(s);

  • b) valid share transfer form(s) i.e. Form SH-4 duly filled and signed by the transferors (i.e. by all registered shareholders in same order and as per the specimen signatures registered with the Company /registrar and transfer agent of the Company) and duly witnessed at the appropriate place authorizing the transfer.

  • c) Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a Magistrate / Notary Public / Bank Manager under their official seal;

  • d) self-attested PAN Card copy (in case of Joint holders, PAN card copy of all transferors);

  • e) Bid Form duly signed (by all holders in case the Equity Shares are in joint names) in the same order in which they hold the Equity Shares;

  • f) Declaration by joint holders consenting to tender Offer Shares in the Delisting Offer, if applicable;

  • g) Any other relevant documents such as power of attorney, corporate authorization (including board resolution / specimen signature), notarized copy of death certificate and succession certificate or probated will, if the original shareholder has deceased, etc., as applicable; and

  • h) As per SEBI circular dated 03/11/2021 reference No. SEBI/HO/MIRSD/MIRSD_RTAMB/ P/CIR/2021/655 “Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination,” it shall be mandatory for all holders of physical securities in listed company to furnish the following documents / details to the RTA; a) PAN and other KYC details by submitting form ISR 1; b) Nomination (for all eligible folios) through Form SH - 13 as provided in the Rules 19(1) of Companies (Shares capital and debentures) Rules, 2014 or Declaration to Opt-out, as per Form ISR-3, available on website of Target Company at www.tulivedevelopers.com and RTA at www.cameoindia.com.

  • i) In addition, if the address of the Public Shareholder has undergone a change from the address registered in the Register of members of the Target Company. The Public Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhar Card, Voter Identity Card or Passport.

  • j) Declaration by joint holders consenting to tender Offer Shares in the Delisting Offer, if applicable, and k) FATCA and CRS forms for individual/ Non individual shareholders.

Based on the documents as mentioned in Paragraph (ii) above, the concerned Seller Member shall place the bid on behalf of Public Shareholders holding Equity Shares in physical form who wishes to tender Equity Shares in the Delisting Offer using the Acquisition Window Facility of the Stock Exchange. Upon placing the bid, the Seller Member shall provide a TRS generated by the exchange bidding system to the Public Shareholder. The TRS will contain the details of order submitted like folio number, Equity Share certificate number, distinctive number, number of Equity Shares tendered, etc.

  • iii. The Seller Member / Public Shareholder should ensure to deliver the documents as mentioned in paragraph 18.8(ii) along with the TRS either by registered post or courier or hand delivery to the Registrar to the Delisting Offer (at the address mentioned on cover page) on or before the Bid Closing Date by 5 p.m. (IST) by the Seller Member. The envelope should be super scribed as “ Tulive Developers Limited– Delisting Offer ”.

  • iv. Public Shareholders holding the Equity Shares in physical form should note that the Equity Shares will not be accepted unless the complete set of documents is submitted. Acceptance of the Equity Shares by the Acquirers will be subject to verification of documents. The Registrar to the Delisting Offer will verify such bids based on the documents submitted on a daily basis and till such time the Stock Exchange shall display such bids as ‘unconfirmed physical bids’. Once, the Registrar to the Delisting Offer confirms the Bids, it

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will be treated as ‘Confirmed Bids’. The Bids of the Public Shareholders whose original share certificate(s) and other documents (as mentioned in paragraph 18.8(ii) above) along with the TRS are not received by the Registrar to the Delisting Offer, by the Bid Closing Date, shall be liable to be rejected. The verification of the share certificate(s) shall be completed on the date of receipt of the same by the Registrar to the Delisting Offer.

  • v. In case of non-receipt of the Letter of Offer / Bid Form, Public Shareholders holding Equity Shares in physical form can make an application in writing on plain paper, signed by the respective Public Shareholder, stating name and address, folio number, share certificate number, number of Equity Shares tendered for the delisting offer and the distinctive numbers thereof, enclosing the original share certificate(s) and other documents (as mentioned in paragraph 18.8(ii) above). Public Shareholders will be required to approach their respective Seller Member and must ensure that their bid is entered by their Seller Member in the electronic platform to be made available by the Stock Exchange, before the Bid Closing Date.

  • vi. The Registrar to the Delisting Offer will hold in trust the share certificate(s) and other documents (as mentioned in paragraph 18.8 (ii) above) until the Acquirers completes its obligations under the Delisting Offer in accordance with the Delisting Regulations.

  • vii. It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory and regulatory approvals) prior to tendering their Equity Shares in the Acquisition Window Facility. The Acquirers shall assume that the eligible Public Shareholders have submitted their Bids only after obtaining applicable approvals, if any. The Acquirers reserves the right to reject Bids received for physical shares which are without a copy of the required approvals.

  • viii. Please note that submission of Bid Forms and TRS along with original share certificate(s), valid share transfer form(s) and other documents (as mentioned in this Paragraph 18.8(ii) of the Detailed Public Announcement is mandatorily required in case of Equity Shares held in physical form and the same to be received by the Registrar to the Delisting Offer, on or before the Bid Closing date by 5 p.m. (IST).

  • ix. The Equity Shares shall be liable for rejection on the following grounds amongst others:

(a) there is a name mismatch in the Folio of the Public Shareholder; (b) there exists any restraint order of a court/any other competent authority for transfer/disposal/ sale or where loss of share certificates has been notified to the Target Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists; (c) The documents mentioned in the Bid Form for Public Shareholders holding Equity Shares in physical form are not received by the Registrar on or before the Bid Closing Date; (d) If the share certificates of any other company are enclosed with the Tender Form instead of the share certificates of the Company; (e) If the transmission of Equity Shares is not completed, and the Equity Shares are not in the name of the shareholder who has placed the bid; (f) If the Public Shareholders place a bid but the Registrar does not receive the physical Equity Share certificate; or (g)In the event the signature in the Bid Form and share transfer form do not match the specimen signature recorded with the Target Company or the Registrar.

  • 18.8 The Public Shareholders, who have tendered their Equity Shares by submitting the Bids pursuant to the terms of the DPA and the Letter of Offer, may withdraw or revise their Bids upwards not later than 1 (one) day before the Bid Closing Date. Downward revision of the Bids shall not be permitted. Any such request for revision or withdrawal of the Bids should be made by the Public Shareholder through their respective Seller Member, through whom the original Bid was placed. Any such request for revision or withdrawal of the Bids received after normal trading hours of secondary market on 1 (one) day before the Bid Closing Date will not be accepted.

  • 18.9 If the Public Shareholder(s) do not have the Seller Member, then those Public Shareholder(s) can approach any stockbroker registered with Stock Exchanges and can make a bid by using quick unique client code (UCC) facility through that stockbroker registered with the Stock Exchange after submitting the details as may be required by the stock broker to be in compliance with the applicable SEBI regulations. In case Public Shareholder(s) are unable to register using quick UCC facility through any other stockbroker registered with the Stock Exchange, Public Shareholder(s) may approach Buying Broker viz. Choice Equity Broking Private Limited, to register himself/herself and bid by using quick UCC facility.

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  • 18.10 The Public Shareholders should note that the Bids should not be tendered to the Manager to the Delisting Offer or the Registrar to the Delisting Offer or to the Acquirers or to the Target Company or the Stock Exchange. The Public Shareholders should further note that they should have a trading account with a Seller Member as the Bids can be entered only through their respective Seller Member. The Seller Member would issue contract note and pay the consideration to the respective Public Shareholder whose Equity Shares are accepted under the Delisting Offer.

  • 18.11 The cumulative quantity of the Equity Shares tendered shall be made available on the website of the Stock Exchange throughout the trading session and will be updated at specific intervals during the Bid Period.

  • 18.12 The Equity Shares to be acquired under the Delisting Offer are to be acquired free from all liens, charges, and encumbrances and together with all rights attached thereto. The Equity Shares that are subject to any lien, charge or encumbrances are liable to be rejected.

  • 18.13 In terms of Regulation 22 of the Delisting Regulations, the Acquirers are entitled (but not obligated) to make a counter offer at the Counter Offer Price, at their sole and absolute discretion. The counteroffer is required to be announced by issuing a public announcement of counter offer (“ Counter Offer PA ”) within 2 (two) working days of the Bid Closing Date. The Counter Offer PA will contain inter alia details of the Counter Offer Price and the revised schedule of activities. In this regard, Public Shareholders are requested to note that, if a counteroffer is made:

  • (i) All Offer Shares tendered by the Public Shareholders during the Bid Period and not withdrawn as per paragraph 18.14 (ii) below, along with Offer Shares which are additionally tendered by them during the counter offer, will be considered as having been tendered in the counter offer at the Counter Offer Price.

  • (ii) Public Shareholders who have tendered Offer Shares during the Bid Period and thereafter wish to withdraw from participating in the counter offer (in part or full) have the right to do so after issuance of the Counter Offer PA in accordance with the Delisting Regulations. Any such request for withdrawal should be made by the Public Shareholder through their respective Seller Member through whom the original Bid was placed. Any such request for withdrawal received after normal trading hours of the secondary market on the last day of the timelines prescribed in the Delisting Regulations will not be accepted.

  • (iii) Offer Shares which have not been tendered by Public Shareholder during the Bid Period can be tendered in the counter offer in accordance with the procedure for tendering that will be set out in the Counter Offer PA.

19. METHOD OF SETTLEMENT

  • 19.1 Upon finalization of the basis of acceptance as per the Delisting Regulations:

i. The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.

ii. For consideration towards the Equity Shares accepted under the Delisting Offer, the money of the Escrow Account shall be used to pay the consideration to the Buying Broker on or before the pay-in date for settlement. The Buying Broker will transfer the funds to the Clearing Corporation, and subsequently Clearing Corporation will make direct funds payout to respective Public Shareholder’s bank account linked to its demat account. If Public Shareholder’s bank account details are not available or if the funds transfer instruction is rejected by RBI / Bank, due to any reason, then such funds will be transferred to the concerned Seller Member(s) settlement bank account for onward transfer to the respective client. For the Offer Shares acquired in physical form, the Clearing Corporation will release the funds to the Seller Member as per the secondary market mechanism for onwards transfer to Public Shareholders.

iii. If the Discovered Price is more than the Floor Price but equal to or less than the Indicative Price, then the payment of consideration towards the Equity Shares accepted under the Delisting Offer shall be made through the secondary market settlement mechanism and if the Discovered Price is more than the Indicative Price, then the payment of consideration towards the Equity Shares accepted under the Delisting Offer shall

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be made within 5 (five) working days from the date of the public announcement under Regulation 17(4) of the Delisting Regulations.

iv. In case of certain client types viz. non-resident Indians, non-resident clients etc. (where there are specific RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to settle through custodians, the funds pay-out will be given to their respective Seller Member’s settlement accounts for releasing the same to their respective Public Shareholder’s account onward. For this purpose, the client type details will be collected from the depositories, whereas funds pay-out pertaining to the bids settled through custodians will be transferred to the settlement bank account of the custodian, each in accordance with the applicable mechanism prescribed by the Stock Exchange and the Clearing Corporation from time to time.

v. The Equity Shares acquired in the demat form would either be transferred directly to the demat account opened by the Acquirers with Choice Equity Broking Private Limited ( “Demat Account” ) on receipt of the Equity Shares pursuant to the clearing and settlement mechanism of the Stock Exchange. Subsequently, post completion of all the formalities / compliances by the Acquirers on the closure of the Delisting Offer, the Equity Shares in the Demat Account will be transferred to the Acquirers demat account. In case of the Equity Shares acquired in the physical form, the same will be transferred to the Acquirers demat account by the Registrar to the Delisting Offer on completion of all the compliances by the Acquirers in the Delisting Offer and until then, such Equity Shares shall remain under the custody of the Registrar to the Delisting Offer.

vi. Details in respect of Public Shareholder’s Bid accepted at or below Exit Price will be provided to the Clearing Corporation by the Target Company or the Registrar to the Delisting Offer. On receipt of the same, Clearing Corporation will release the lien on unaccepted Equity Shares in the demat account of the Public Shareholder. On settlement date, lien Equity Shares mentioned in the accepted Bid will be transferred to the Clearing Corporation.

  • vii. In case of Inter Depository, Clearing Corporation will cancel the unaccepted Equity Shares in the target depository. Source depository will not be able to release the lien without a release of IDT message from target depository. Further, release of IDT message shall be sent by target depository either based on cancellation request received from Clearing Corporation or automatically generated after matching with Bid accepted details as received from the Target Company or the Registrar to the Delisting Offer. Post receiving the IDT message from target depository, source depository will cancel/release lien on unaccepted Equity Shares in the demat account of the Public Shareholder. Post completion of Bid period and receiving the requisite details viz., demat account details and accepted bid quality, source depository shall debit the securities as per the communication/ message received from target depository to the extent of accepted bid Equity Shares from Public Shareholder’s demat account and credit it to Clearing Corporation settlement account in target depository on settlement date.

  • viii. The Seller Member would issue a contract note to their respective Public Shareholder whose Equity Shares are accepted under the Delisting Offer and will release the lien on unaccepted Equity Shares. The Public Shareholders should pay these costs to their respective Seller Members. The Buying Broker would also issue a contract note to the Acquirers for the Equity Shares accepted under the Delisting Offer.

  • ix. Public Shareholders who intend to participate in the Delisting Offer should consult their respective Seller Member for payment of any cost, charges and expenses (including brokerage) that may be levied by the Seller Member upon the Public Shareholders for tendering their Equity Shares in the Delisting Offer (secondary market transaction).The consideration received by the Public Shareholders from their respective Seller Member, in respect of accepted Equity Shares, could be net of such costs, charges and expenses (including brokerage) and the Acquirers, the Target Company, the Buying Broker, the Registrar to the Delisting Offer and the Manager to the Delisting Offer accept no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred by the Public Shareholders.

  • x. If the consideration payable in terms of Regulation 24(1) of the Delisting Regulations is not paid to all the Public Shareholders, within the time specified thereunder, the Acquirers shall be liable to pay interest at the rate of 10% (ten percent) per annum to all the Public Shareholders, whose bids shares have been accepted in the Delisting Offer, as per Regulation 24(2) of the Delisting Regulations. However, in case the delay was not attributable to any act or omission of the Acquirers or was caused due to circumstances beyond the control of the Acquirers, SEBI may grant waiver from the payment of such interest.

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20. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID

  • 20.1 The Public Shareholders may submit their Bids to the seller member during the Bid Period. Additionally, once the Equity Shares have been delisted from the Stock Exchange, the Public Shareholders who either do not tender their Equity Shares in the Delisting Offer or whose Offer Shares have not been acquired by the Acquirers (“ Residual Shareholders ”) may offer their Offer Shares for sale to the Acquirers at the Exit Price for a period of one year following the date of the delisting of the Equity Shares from the Stock Exchange (“ Exit Window ”). A separate offer letter in this regard will be sent to these Residual Public Shareholders explaining the procedure for tendering their Offer Shares. Such Residual Shareholders may tender their Offer Shares by submitting the required documents to the Registrar to the Delisting Offer during the Exit Window.

  • 20.2 The Acquirers shall ensure that the rights of the Residual Shareholders are protected and shall be responsible for compliance with Regulation 27 of the Delisting Regulations and Stock Exchange shall monitor the compliance for the same.

21. DETAILS OF THE ESCROW ACCOUNT

  • 21.1 The estimated consideration payable under the Delisting Regulations, being the Indicative Price of ₹750/(Rupees Seven Hundred and Fifty only) per Equity Share multiplied by the number of Equity Shares outstanding with the Public Shareholder i.e., 6,01,135 (Six Lakh One Thousand One Hundred and ThirtyFive) Offer Shares, is ₹ 45,08,51,250 (Rupees Forty Five Crore Eight Lakh Fifty One Thousand Two Hundred and Fifty only) (“ Escrow Amount ”).

  • 21.2 In accordance with Regulations 14(1) and 14(5) of the Delisting Regulations, the Acquirers, ICICI Bank Limited (“ Escrow Bank ”) and the Manager to the Delisting Offer have entered into an escrow agreement dated December 17, 2025, pursuant to which the Acquirers have opened an escrow account in the name of “GKS TECHNOLOGY PARK PRIVATE LIMITED-ALTIS ESCROW ACCOUNT" with the Escrow Bank at their branch at ICICI Bank Limited, Capital Markets Division, 5th Floor, HT Parekh Marg Churchgate, Mumbai – 400020, Maharashtra ( “Escrow Account” ) and have deposited the entire Escrow Amount in cash.

  • 21.3 The Manager to the Delisting Offer has been solely authorised by the Acquirers to operate and realize the value of Escrow Account in accordance with Delisting Regulations.

  • 21.4 On determination of the Discovered Price and making of the public announcement under Regulation 17(4) of the Delisting Regulations, the Acquirers shall ensure compliance with Regulation 14(4) of the Delisting Regulations.

  • 21.5 In the event that the Acquirers accepts the Discovered Price or offers a price higher than the Discovered Price or offer the Counter Offer Price, and the Delisting Offer is successful (with all conditions thereto being satisfied), the Acquirers shall increase the amount lying to the credit of the Escrow Account to the extent necessary to pay Public Shareholders whose Equity Shares are validly accepted, the consideration at the Exit Price, which shall be used for payment to the Public Shareholders who have validly tendered Offer Shares in the Delisting Offer.

  • 21.6 Further, in such a case, the Acquirers shall along with the Manager to the Delisting Offer, instruct the Escrow Bank to open a special account (“ Special Account ”), which shall be used for payment to the Public Shareholders who have validly tendered Offer Shares in the Delisting Offer. It shall then deposit in the Special Account an amount equal to the amount payable to the Public Shareholders whose shares have been tendered and accepted in the Delisting Offer at the Exit Price. The Manager to the Delisting Offer shall instruct the Escrow Bank to transfer the necessary amount to the Special Account.

22. STATUTORY AND OTHER REGULATORY APPROVALS

  • 22.1 The Public Shareholders of the Target Company have accorded their consent by way of special resolution passed through Postal Ballot on Wednesday, December 31, 2025, i.e. the last date specified for e-voting. The results of the postal ballot were declared on Thursday, January 01, 2026 in respect of delisting of Equity Shares from the Stock Exchange, in accordance with the Delisting Regulations and the same were intimated to the Stock Exchange.

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  • 22.2 BSE has given its in-principle approval for delisting of the Equity Shares vide its letter dated April 02, 2026.

  • 22.3 If the shareholders who are not persons resident in India (including NRIs, OCBs and FIIs) had required any approvals (including from the RBI, the FIPB or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained forholding the Equity Shares, to tender the Equity Shares held by them in this Delisting Offer, along with the other documents required to be tendered to accept this Offer. In the event such approvals are not submitted, the Acquirers reserves the right to reject such Equity Shares tendered in the Offer.

  • 22.4 To the best of the Acquirers knowledge, as of the date of this LOF, there are no other statutory or regulatory approvals required to acquire the Offer Shares and implement the Delisting Offer, other than as indicated above. If any statutory or regulatory approvals become applicable, the acquisition of Offer Shares by the Acquirers and the Delisting Offer will be subject to receipt of such statutory or regulatory approvals.

  • 22.5 It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Offer Shares held by them in the Delisting Offer, and the Acquirers shall take no responsibility for the same. The Public Shareholders should attach a copy of any such approval to the Bid Form, wherever applicable. In the event such approvals are not submitted, the Acquirers reserve the right to reject such Equity Shares tendered in the Offer.

  • 22.6 The Acquirers reserves the right not to proceed with or withdraw the Delisting Offer in the event the conditions mentioned in paragraph 15 ( Minimum Acceptance and other condition for the Delisting Offer) of the LOF are not fulfilled or if the approvals indicated above are not obtained or conditions which the Acquirers considers in its sole discretion to be onerous are imposed in respect of such approvals.

  • 22.7 In the event that receipt of the requisite statutory and regulatory approvals are delayed, the Acquirers may, with such permission as may be required, make changes to the proposed timetable or may delay the Delisting Offer and any such change shall be intimated by the Acquirers by issuing an appropriate corrigendum in all the newspapers where this DPA was published.

23. NOTE ON TAXATION

The tax considerations given hereunder in the Note are based on the current provisions of the tax laws of India and the regulations thereunder, the judicial and the administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such changes could have different tax implications.

  1. Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a stock exchange will be subject to capital gains tax in India.

  2. Capital gains arising from the sale of equity shares in an Indian company are generally taxable in India for both category of shareholders i.e. resident shareholder as well as non - resident shareholder.

  3. The present delisting offer will be carried out through domestic stock exchanges. Therefore, STT will be collected by the stock exchange and deducted from the amount of consideration payable to the shareholder.

  4. Capital Gain arising on shares held for a period of twelve months or less prior to their tendering in the present delisting offer will be treated as short term capital gain in the hands of the shareholder. Income Tax (excluding surcharge, health and education cess) is payable @ 15% on this short term capital gain (refer 111A of Income Tax Act, 1961).

  5. The Acquirers will continue to acquire the Equity Shares for up to a period of 1 year from the date of delisting. Since such transaction of the Equity Shares is proposed to be done off-market, such transaction is not chargeable to STT and hence provisions of section 111Aand 112Aof the Income Tax Act, 1961 will not apply to the Shareholders. Post delisting, the Equity shares will be treated as unlisted shares and would be taxable at 20% for residents in India and 10% for non-residents in India. For Offer Shares held for 24 months or less, capital gain would be taxable at ordinary rate applicable for the shareholder. Please note while the resident shareholders are allowed the benefit of indexation on their original cost of acquisition, no such benefit is applicable for non-resident shareholders.

The above tax rates are subject to applicable rate of surcharge, health and education cess. The tax rate and other provisions may undergo changes.

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SHAREHOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE INCOME TAX ASSESSING AUTHORITIES IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY SHOULD TAKE. THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF, ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE, REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD HAVE DIFFERENT INCOME-TAX IMPLICATIONS. THIS NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THE IMPLICATIONS ARE ALSO DEPENDENT ON THE SHAREHOLDERS FULFILLING THE CONDITIONS PRESCRIBED UNDER THE PROVISIONS OF THE RELEVANT SECTIONS UNDER THE RELEVANT TAX LAWS. THE ACQUIRERS NEITHER ACCEPTS NOR HOLDS ANY RESPONSIBILITY FOR ANY TAX LIABILITY ARISING TO ANY SHAREHOLDER AS AREASON OF THIS DELISTING OFFER.

24. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY

The Board of Directors of the Target Company has certified that:

  • a) there are no material deviations in utilization of the proceeds of the issues (as compared to the stated objects in such issues) of securities made by the Target Company during the 5 (five) years immediately preceding the date of the Detailed Public Announcement from the stated object of the issue.

  • b) all material information which is required to be disclosed under the provisions of the continuous listing requirements under the relevant Equity Listing Agreement entered into between the Target Company and the Stock Exchanges or the provisions of the Listing Regulations, as applicable from time to time have been disclosed to the Stock Exchanges, as applicable;

  • c) the Target Company is in compliance with applicable provisions of securities law;

  • d) the Acquirers or its related entities have not carried out any transaction to facilitate the success of the Delisting Offer and are in compliance with the provisions of sub-regulation (5) of regulation 4 of Delisting Regulations; and

  • e) the Delisting Offer is in the interest of the shareholders of the Target Company.

25. COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY

The details of Company Secretary and the Compliance Officer of the Target Company are as follow: Name : Mr. Sumit Mundhra Designation : Company Secretary & Compliance Officer Email id : [email protected] Tel. No. : +919038478710

In case the Public Shareholders have any queries concerning the non-receipt of credit or payment of offer Shares or on delisting process and procedure, they may address the same to the Registrar to the Delisting Offer or Manager to the Delisting Offer.

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26. DOCUMENTS FOR INSPECTION

Copies of following documents will be available for inspection by the Public Shareholders at the registered office of the Manager to the Delisting Offer at 605, Center Point, 6th floor, J. B. Nagar, Andheri Kurla Road Andheri (East), Mumbai - 400 059, Maharashtra, India on any working day (i.e. Monday to Friday and not being a bank holiday in Mumbai) between 10.00 am to 5.00 pm up to the Bidding Period.

  • i. Initial Public Announcement dated November 10, 2025.

  • ii. Valuation Report dated November 20, 2025, received from Mr. Kalyanam Bhaskar, Registered Valuer (Reg. No. IBBI/RV/06/2020/12959), (“ IBBI Registered Valuer ”) for computing floor price (“ Floor Price ”).

  • iii. Board resolution of the Target Company dated November 26, 2025.

  • iv. Due diligence report and Audit report dated November 26, 2025 issued by S.A.E. & Associates LLP, Peer Reviewed Practicing Company Secretaries.

  • v. Certified true copy of the resolution passed by the shareholders by way of postal ballot, results of which were declared on January 01, 2026 along with Scrutinizer’s report.

  • vi. Copy of Escrow Agreement dated December 17, 2025, between the Acquirers, the Escrow Bank and Manager to the Delisting Offer.

  • vii. Copy of the letter received from the Escrow Bank, confirming receipt of the Escrow Amount in the Escrow Account on January 03, 2026 and April 02, 2026.

  • viii. In-principle approval dated April 02, 2026 received from BSE.

  • ix. Copy of the recommendation published by the committee of independent directors of the Target Company in relation to the Delisting Offer.

27. GENERAL DISCLAIMER

EVERY PERSON WHO DESIRES TO AVAIL OF THE OFFER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE ACQUIRERS, THE MANAGER TO THE DELISTING OFFER OR THE TARGET COMPANY WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH OFFER AND TENDER OF SECURITIES THROUGH THE A BOOK-BUILDING PROCESS THROUGH ACQUISITION WINDOW FACILITY OR OTHERWISE WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.

For further details please refer to the Letter of Offer, the Bid Form and the Bid Revision cum Withdrawal Form which will be sent to the Public Shareholders who are the shareholders of the Target Company on the Specified Date.

This LOF along with the Bid Form and the Bid Revision cum Withdrawal Form is expected to be available on the website of the Target Company i.e. at www.tulivedevelopers.com, Stock Exchange, i.e. at www.bseindia.com and on the website of the Manager to the Delisting offer at www.saffronadvisor.com. Public Shareholders will also be able to download the Letter of Offer, the Bid Form and the Bid Revision cum Withdrawal Form from the websites of the Stock Exchange.

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Manager to the Delisting Offer Registrar to the Delisting Offer
SAFFRON CAPITAL ADVISORS PRIVATE
LIMITED
605, 6th floor, Centre Point, Andheri Kurla Road,
J.B. Nagar, Andheri (East) Mumbai - 400 059,
Maharashtra, India.
Tel. No.:+91 22 4973 0394;
E-mail id:[email protected]
Website:www.saffronadvisor.com
Investor
grievance
id:
[email protected]
Validity of Registration:Permanent
Contact Person:Ms. Pooja Jain
SEBI Registration Number:INM000011211
CAMEO CORPORATE SERVICES LIMITED
Address:Subramanian Building, No. 01, Club
House Road, Chennai- 600 002, Tamil Nadu,
India
Tel. No.: +91 44 4002 0700/2846 0390;
Email id:[email protected]
Website:www.cameoindia.com
Investor
grievance
id:
[email protected]
Contact Person:Ms. Sreepriya K (Executive
Vice President & Company Secretary)
SEBI Registration Number:INR000003753
Validity of Registration:Permanent

For and on behalf of Board of Directors of Altis Properties Private Limited (Acquirer 1)

For and on behalf of Board of Directors of Altis Properties Private Limited (Acquirer 1) For and on behalf of Board of Directors of Altis Properties Private Limited (Acquirer 1) For and on behalf of Board of Directors of Altis Properties Private Limited (Acquirer 1)
Sd/- Sd/- Sd/-
Name: Atul Gupta
Designation: Managing Director
Name: Sidharth Gupta
Designation: Director
Name: Devansh Gupta
Designation: Director

For and on behalf of Board of Directors of GKS Technology Park Private Limited (Acquirer 2)

For and on behalf of Board of Directors of GKS Technology Park Private Limited (Acquirer 2) For and on behalf of Board of Directors of GKS Technology Park Private Limited (Acquirer 2)
Sd/- Sd/-
Name: K V Ramana Shetty
Designation: Managing Director
Name: Padmaja Ramana Venkata
Designation: Director

Date: April 04, 2026 Place: Chennai

  • ENCLOSURES

  • a. Bid cum Acceptance form/Bid Form

  • b. Bid Revision cum Withdrawal Form

  • c. Form No. SH-4 -Securities Transfer Form

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BID CUM ACCEPTANCE FORM / BID FORM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(In respect of the Equity Shares of the Tulive Developers Limited pursuant to the Delisting Offer by the Acquirers along with PACs)

Please read this document along with the Detailed Public Announcement dated April 04, 2026 and published on April 06, 2026 (“ Detailed Public Announcement ”) and the Letter of Offer dated April 04, 2026 (“ Letter of Offer ”) issued by Saffron Capital Advisors Private Limited (“ Manager ” or “ Manager to the Offer ”) for and on behalf of Altis Properties Private Limited (“ Acquirer 1 ”) and GKS Technology Park Private Limited (“ Acquirer 2 ”) (hereinafter Acquirer 1 and Acquirer 2 collectively referred to as “Acquirers”), Mr. Atul Gupta ( “PAC 1” ) and Mr. K V Ramana Shetty ( “PAC 2” ) (hereinafter PAC 1 and PAC 2 collectively referred to as “PACs”) being the promoter and promoter group of Tulive Developers Limited ( “Target Company” or “Company” ).

We also request you to read “ Operational Guidelines for Offer to Buy (OTB) Window ” issued by Stock Exchange in relation to stock exchange traded mechanism recently introduced by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 read with SEBI/HO/CFD/DCR-III/CIR/P/2021/615, dated August 13, 2021, “Mechanism for acquisition of shares through Stock Exchange” and as amended from time to time. The terms and conditions of the Detailed Public Announcement and the Letter of Offer are deemed to have been incorporated in and form part of this document.

Unless otherwise defined, capitalized terms used in this Bid cum Acceptance Form/ Bid Form have the same meaning as defined in the Detailed Public Announcement and the Letter of Offer.

Note: The Public Shareholders should note that this Bid Form should not be sent to the Manager to the Delisting Offer or the Registrar to the Delisting Offer or to the Acquirers and to the PACs or to the Company or to the Stock Exchange. The Public Shareholders should further note that they should have a trading account with their broker i.e., a Seller Member as the Bids can be entered in reverse book building window of the Stock Exchange, only through their respective Seller Member. The Seller Member would issue contract note and pay the consideration to the respective Public Shareholders whose Equity Shares are accepted under the Delisting Offer. Please note that submission of Bid Form and TRS is not mandatorily required in case of Equity Shares held in dematerialized form.

DELISTING OFFER* DELISTING OFFER*
Bid Opening Date Wednesday,April 15,2026 Bids can be placed, revised and withdrawn only
during normal trading hours of secondary market.
Last Date for upward revision or
withdrawal of Bid
Monday, April 20, 2026
Bid Closing Date Tuesday,April 21,2026
Floor Price per Share ₹ 719.30/-(Rupees Seven Hundred Nineteen and Three Zero Paise only)
Indicative Price Per Share ₹ 750/-(Rupees Seven Hundred and Fifty Only)
Discovered Price The price at which the shareholding of theAcquirers along with promotersof the Target
Company reaches 90% of the total issued Equity Shares of the Company, excluding such
Equity Shares in terms of Regulation 21(a) of the Delisting Regulations, pursuant to reverse
book building processconducted in the manner specified in Delisting Regulations.
Exit Price (a)
The Discovered Price that is accepted by the Acquirers for the Delisting Offer;or
(b)
A higher price that is offered by theAcquirersfor the Delisting Offer at their
discretion; or
(c)
The Counter Offer Price offered by theAcquirersat their sole and absolute
discretion which, pursuant to acceptance and / or rejection by Public Shareholders,
results in the cumulative shareholding of theAcquirersalong with Promotersof the
Target Company reachingto 90% of the issued Equity Shares of the Target Company,
excluding such Equity Shares in terms of Regulation 21(a) of the Delisting
Regulations.

*The dates are subject to change, among other things, subject to the Acquirers obtaining the necessary approvals, if any, prior to the Bid Opening Date.

(To be filled in by the Seller Member(s))

Name of Seller Member
Address of Seller Member
UCC
Application Number, if any Date

TULIVE DEVELOPERS LIMITED

(In respect of the Equity Shares of Tulive Developers Limited pursuant to the Delisting Offer by the Acquirers along with PACs)

Dear Sir(s),

Re: Delisting Offer for the Equity Shares of Tulive Developers Limited (“Target Company”) by the Acquirers through reverse book building process. The Floor Price for the Delisting Offer has been determined as ₹ 719.30/- per Equity Share. The Indicative Price for the Delisting Offer has been determined as ₹ 750/- per Equity Share. (“Delisting Offer”)

  1. I/We, having read and understood the terms and conditions set out below, in the Detailed Public Announcement and in the Letter of Offer, hereby tender my/our Equity Shares in response to the Delisting Offer.

  2. I/We understand that the Seller Member(s) to whom this Bid Form is sent/submitted, is authorized to tender the Equity Shares on my/our behalf under the Delisting Offer.

  3. I/We understand that the lien shall be marked by the Seller Member in the demat Account for the shares tendered in the Delisting Offer. Details of shares marked as lien in the demat account shall be provided by the Depositories to Clearing Corporation.

  4. I/We understand that the Offer Shares tendered under the Delisting Offer shall be subject to lien in terms of SEBI Circular, as applicable, until the time of the dispatch of payment of consideration calculated at the Discovered Price/ Exit Price and/ or lien is released on the unaccepted Offer Shares.

  5. I/We understand that, if the Demat Account is held with one Depository and Clearing Member pool and Clearing Corporation Account is held with other depository, Equity Shares shall be blocked in the shareholders demat account at source depository during the Bid Period. Inter Depository Tender Offer (“ IDT ”) instructions shall be initiated by the shareholders at source depository to Clearing Member/Clearing Corporation account at Depository. Source Depository shall block the shareholder’s securities (i.e., transfers from free balance to blocked balance) and sends IDT message to Depository for confirming the creation of lien. Details of shares blocked in the shareholders demat account shall be provided by the Depository to Clearing Corporation.

  6. I/We hereby understand and agree that Clearing Corporation will release the lien on unaccepted Offer Shares in the demat account of the shareholder.

  7. I/We hereby understand and agree that, in terms of paragraph 2.16 of the Letter of Offer, if the Acquirers along with PACs decide to make a counter offer (at their sole and absolute discretion), the Offer Shares tendered by me/us and not withdrawn after the issuance of the Counter Offer PA, within normal trading hours of the secondary market on the last day of the timelines prescribed in the Delisting Regulations, shall be considered as having been tendered in the counter offer at the Counter Offer Price.

  8. I/We hereby undertake the responsibility for the Bid Form and the Equity Shares tendered under the Delisting Offer and I/ We hereby confirm that the Acquirers along with PACs, Manager to the Delisting Offer and the Registrar to the Delisting Offer shall not be held liable for any delay/loss in transit resulting into delayed receipt or non-receipt of the Bid form along with the requisite documents by the seller member due to inaccurate / incomplete particulars / instructions or any other reason whatsoever.

  9. I/We understand that this Bid is in accordance with the Delisting Regulations and any amendments thereto and all other applicable laws, by way of reverse book building process and that the Acquirers along with PACs er is not bound to accept the Discovered Price.

  10. I/We also understand that the payment of consideration will be done after due verification of Bids, documents and signatures and the Acquirers will pay the consideration as per Stock Exchange Mechanism.

  11. I/We hereby confirm that I/we have never sold or part/dealt with, in any manner, with the Offer Shares tendered under the Delisting Offer and these Offer Shares are free from any lien, equitable interest, charges, encumbrances, ‘lock-in’, or a subject matter of litigation, whatsoever.

  12. I/We hereby confirm that the Offered Shares tendered under the Delisting Offer are free from any lien, equitable interest, charges & encumbrances.

  13. I/We further authorize the Acquirers to return to me/us, the share certificate(s) in respect of which the Bid is found not valid or is not acceptable, specifying the reasons thereof and in the case of dematerialized Offer Shares, to the extent not accepted will be released to my/our depository account at my/our sole risk.

  14. I/We hereby declare that there are no restraints/injunctions, or other orders of any nature which limits/restricts my/our rights to tender these Equity shares and I/we are the absolute and only owner of these Equity Shares and legally entitled to tender the Equity Shares under the Delisting Offer.

  15. I/We hereby confirm that to participate in the Delisting offer, I/we will be solely responsible for payment to my/our Seller Member for any cost, charges and expenses (including brokerage) that may be levied by the Seller Member on me/us for tendering the Equity Shares in the Delisting Offer. In case, the consideration is received by me/us from my/our respective Seller Member, in respect of accepted Equity Shares, the same could be net of such costs, charges and expenses (including brokerage). The Acquirers along with PACs, Company, Buyer Broker, Registrar to the Offer or Manager to the Offer have no responsibility to bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by me/us.

  16. I/We undertake to immediately return the amount received by me/us inadvertently.

  17. I/We authorize the Stock Exchange, Acquirers and Manager to the Delisting Offer and the Registrar to the Delisting Offer to send payment of consideration by NECS / RTGS / NEFT / Direct Credit as per SEBI Circulars.

  18. By submitting this Bid Form, I/we hereby authorize the Acquirers and/or the Target Company to make such regulatory filings as may be required, in relation to the Offer Shares tendered by me/us and transferred to the Acquirers.

  19. I/We agree that upon acceptance of the Equity Shares by the Acquirers tendered by me / us under the Delisting Offer, I/we would cease to enjoy all rights, ownership, title, and claim and interest whatsoever, in respect of such Equity Shares.

  20. I/We authorize the Acquirers to accept the Equity Shares so offered, which they may decide to accept in consultation with the Manager to the Delisting Offer and Registrar to the Delisting Offer in terms of the Offer Letter.

  21. I/We further authorize the Registrar to the Delisting Offer to return to me/us, the Equity Share certificate(s) in respect of which the Bid is found not valid or is not accepted and in the case of dematerialized equity shares, to the extent not accepted will be released to my/our depository account at my/our sole risk.

  22. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be required in connection of the Delisting Offer and agree to abide by the decisions taken in accordance with the applicable laws, rules and regulations.

  23. I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.

Tax Residency Status: Please tick() Tax Residency Status: Please tick() Status: Please tick()
Resident in India Individual FII / FPI
Foreign Company Mutual Funds
Non-Resident in India BodyCorporate Insurance Company
VCF / AIF NRI(Non-Repatriation)
Resident of (fill the country
of residence)
Partnership/ LLP NRI(Repatriation)
Pension / PF Others (Specify)
Bank / FI

1. Details of the shareholder:

Name (in BLOCK LETTERS)
(Please write the names of the joint
holders in the same order as
appearing in the demat account)
Holder Name PAN
Sole / First
Second
Third
Contact Details: Tel. No.
Email ID
Full address of the First Holder
(with Pin code)

2. Details of shares held and offered in the Delisting Offer:

You should insert the number of Equity Shares you wish to tender and the price per Equity Share at which you are tendering the same (“ Bid Price ”) in the space provided below. If your Bid Price is less than the Floor Price i.e., ₹ 719.30/- per Equity Share, you will be deemed to have tendered your Equity Shares at ₹ 719.30/- per Equity Share. I/We hereby tender to the Acquirers, the number of Equity Shares at the Bid Price as specified below:

Equity Shares at the Bid Price as specified below:
In Figures In Words
Number of Equity Shares held as on SpecifiedDate
(i.e.April 02, 2026)
Number of Equity Shares offered underDelisting
Offer
Bid Price Per EquityShare(in ₹)

3. Depository Participant’s details (Applicable to Public Shareholders holding Equity Shares in DEMATERIALISED FORM):

I/we confirm that I/we hold my/our Equity Shares in dematerialised form. The details of my/our depository account and my/ our depository participant are as follows:

Name of the Depositary (tick whichever is applicable) NSDL
CDSL
Name of the DepositaryParticipant
DP ID No
Client ID No. with the DepositoryParticipant
Number of equityshares held

4. Details of Equity Shares held in physical form (Applicable if Equity Shares are held in PHYSICAL FORM):

Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed

Sr. Folio No. Share Certificate(s) No. Distinctive Nos Distinctive Nos No. of Offer Shares
No. From To
1
2
3
(If the space provided is inadequate, please attach a separate continuationsheet)

In case of Physical Shareholders, the self-attested copy of PAN Card of all Shareholders is must.

5. Bank account details (applicable to the Public Shareholders holding Offer Shares in PHYSICAL FORM):

Please fill the following details of the sole shareholder’s bank account (or in the case of joint holders, the first-named holder’s bank account) and any consideration payable will be paid by electronic transfer carrying the details of the bank account as per the banking account details and as provided in this Bid Form

Bank account details (applicable to the Public Shareholders holding Offer Shares in PHYSICAL FORM): Bank account details (applicable to the Public Shareholders holding Offer Shares in PHYSICAL FORM):
Please fill the following details of the sole shareholder’s bank account (or in the case of joint holders, the first-named holder’s
bank account) and any consideration payable will be paid by electronic transfer carrying the details of the bank account as per the
bankingaccount details and asprovided in this Bid Form
Particulars Details
Name of the sole/ first holder’s Bank
Branch address
Cityand PIN code of the Branch
Bank account no.
Savings/ Current/ Others(Please Specify)
MICR Code(for electronicpayment)
IFSC Code/ MICR/ Swift Code(for electronicpayment)

Note: The fund transfer in electronic mode would be done at your risk based on the data provided as above by you.

Details of Public Shareholder and signature:

First /Sole Holder Second Holder Third Holder
Full Name(s)
Signature(s)*

*Note : In case of joint holdings, all holders must sign. In case of bodies corporate the Bid Form is to be signed by the Authorized Signatory under the stamp of the body corporate and necessary board resolution authorizing the submission of this Bid Form should be attached

CHECKLIST: Please tick ()

DEMAT SHAREHOLDERS DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS
1 Bid Form 1 Bid Form
2 Other documents, as applicable 2 Original Share Certificate of the Company
3 Valid Share Transfer Deed
4 Self-attested copyof PAN card
5 Other documents, as applicable

Notes:

  1. All documents sent by/to the public shareholders will be at their risk and the public shareholders are advised to adequately safeguard their interests in this regard.

  2. Please read these notes along with the entire contents of the Detailed Public Announcement and the Letter of Offer.

  3. In the case of public shareholder(s) other than individuals, any documents, such as a copy of power of attorney, board resolution, authorization, etc., as applicable and required in respect of support/ verification of this Bid Form shall also be provided; otherwise, the Bid shall be liable for rejection.

  4. Please refer to paragraph 18 of the Letter of Offer for details of documents.

  5. The number of Equity Shares tendered under the SEBI Delisting Offer should match with the number of Equity Shares specified in the share certificate(s) enclosed or the Equity Shares held under the respective client ID number. In case of mismatch, the acceptance or partial acceptance of the bid will be at the sole discretion of the Registrar to the Delisting Offer / Manager to the Delisting Offer.

  6. The consideration shall be paid to the Public Shareholder(s) by their respective Stock Exchange or the Seller Member in the name of sole / first holder only.

  7. Public Shareholders, holding the Equity Shares in physical form, post bidding, should send the Bid Form along with share transfer deed, share certificates, TRS and other documents, as applicable, to the Registrar to the Delisting Offer. It is the sole responsibility of the Public Shareholders/ Seller Member(s) to ensure that their Equity Shares held in Physical form reaches the Registrar to the Delisting Offer before the last date of bidding period by the Seller Member.

  8. In case, the Bid Form sent to the Registrar to the Delisting Offer is not complete in all respects, the same may be liable for rejection.

  9. It is the sole responsibility of the Public Shareholders/ Seller Member(s) to ensure that their Equity Shares shall be transferred by using the settlement number and the procedure prescribed by the Clearing Corporation of India Limited on or before the Bid Closing Date and for physical shareholders, the Bid Form along with other documents reaches to the Registrar to the Offer before the last date of bidding period by the Seller Member.

  10. FOR EQUITY SHARES HELD IN PHYSICAL FORM : Before submitting this Bid Form to the Seller Member(s), you must execute valid share transfer deed(s) in respect of the Equity Shares intended to be tendered under the Delisting Offer and attach thereto all the relevant original physical share certificate(s). The share transfer deed(s) shall be signed by the public shareholder (or in case of joint holdings by all the joint holders in the same order) in accordance with the specimen signature(s) recorded with the Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid any inconvenience. In case, the sole/any joint holder has died, but the share certificate(s) are still in the name of the deceased person(s), please enclose the requisite documents, i.e., copies of death certificate/Will/Probate/Succession Certificate and other relevant papers, as applicable.

  11. FOR UNREGISTERED SHAREHOLDERS : Unregistered Public Shareholders should enclose, as applicable, (a) this Bid Form, duly completed and signed in accordance with the instructions contained therein, (b) original share certificate(s), (c) original broker contract note, (d) valid share transfer form(s) as received from the market, duly stamped and executed as the transferee(s) along with blank transfer form duly signed as transferor(s) and witnessed at the appropriate place. All other requirements for valid transfer will be preconditions for acceptance.

For any queries, please contact below:

For any queries, please contact below:
MANAGER TO THE DELISTING OFFER REGISTRAR TO THE DELISTING OFFER
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED
605, 6th floor, Centre Point, Andheri Kurla Road, J.B. Nagar,
Andheri (East) Mumbai - 400 059, Maharashtra, India.
Tel. No.:+91 22 4973 0394;
E-mail id:[email protected]
Website:www.saffronadvisor.com
Investor grievance id:
[email protected]
Validity of Registration:Permanent
Contact Person:Ms. Pooja Jain
SEBI Registration Number:INM000011211
CAMEO CORPORATE SERVICES LIMITED
Address:Subramanian Building, No. 01, Club House
Road, Chennai- 600 002, Tamil Nadu, India
Tel. No.: +91 44 4002 0700/2846 0390;
Email id:[email protected]
Website:www.cameoindia.com
Investor grievance id:[email protected]
Contact Person:Ms. Sreepriya K (Executive Vice
President & Company Secretary)
SEBI Registration Number:INR000003753
Validity of Registration:Permanent

TEAR ALONG THIS LINE

ACKNOWLEDGEMENT SLIP

Received from Mr./ Mrs./ M/s_____ a Bid cum Acceptance Form for the Equity Shares under the Delisting Offer for Tulive Developers Limited as under:

DEMAT SHAREHOLDER DEMAT SHAREHOLDER PHYSICAL SHAREHOLDER PHYSICAL SHAREHOLDER
UNIQUE CLIENT CODE(UCC) UNIQUE CLIENT CODE(UCC)
DP ID NO. FOLIO NO.
CLIENT ID NO. SHARE CERTIFICATE NO.
NUMBER OF SHARES NUMBER OF SHARES
BID PRICE PER EQUITY SHARE(in ₹) BID PRICE PER EQUITY SHARE(in ₹)

Note: Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENT UNIQUE CLIENT CODE (UCC) APPLICATION NUMBER. DATE OF RECEIPT SIGNATURE OF OFFICIAL

BID REVISION CUM WITHDRAWAL FORM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(In respect of Equity Shares of Tulive Developers Limited pursuant to the Delisting Offer by the Acquirers along with PACs)

Please read this document along with the Detailed Public Announcement dated April 04, 2026 and published on April 06, 2026 (“ Detailed Public Announcement ”) and the Letter of Offer dated April 04, 2026 (“ Letter of Offer ”) issued by issued by Saffron Capital Advisors Private Limited (“Manager” or “ Manager to the Delisting Offer” ) for and on behalf of Altis Properties Private Limited (“ Acquirer 1 ”) and GKS Technology Park Private Limited (“ Acquirer 2 ”) (hereinafter Acquirer 1 and Acquirer 2 collectively referred to as “Acquirers”) Mr. Atul Gupta ( “PAC 1” ) and Mr. K V Ramana Shetty ( “PAC 2” ) (hereinafter PAC 1 and PAC 2 collectively referred to as “PACs”) being the promoter and promoter group of Tulive Developers Limited ( “Target Company” ).

We also request you to read “ Operational Guidelines for Offer to Buy (OTB) Window ” issued by Stock Exchange in relation to stock exchange traded mechanism recently introduced by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 read with SEBI/HO/CFD/DCR-III/CIR/P/2021/615, dated August 13, 2021, “Mechanism for acquisition of shares through Stock Exchange” and as amended from time to time. The terms and conditions of the Public Announcement and the Letter of Offer are deemed to have been incorporated in and form part of this document. Unless otherwise defined, capitalized terms used in this Bid cum Acceptance Form / Bid Form have the same meaning as defined in the Public Announcement and the Letter of Offer.

Unless otherwise defined, capitalized terms used in this Bid cum Acceptance Form/ Bid Form have the same meaning as defined in the Detailed Public Announcement and the Letter of Offer.

Note: The Public Shareholders should note that this Form should not be sent to the Manager to the Delisting Offer or the Registrar to the Delisting Offer or to the Acquirers along with PACs or to the Target Company or the Stock Exchange. The Public Shareholders should further note that they should have a trading account with their broker i.e., a Seller Member as the Bids can be entered in reverse book building window of the Stock Exchange, only through their respective Seller Member. The Seller Member would issue contract note and Stock Exchange or the Seller Member would pay the consideration to the respective public shareholders whose equity shares are accepted under the Delisting Offer. Please note that submission of Bid Form and TRS is not mandatorily required in case of equity shares held in dematerialized form.

DELISTING OFFER* DELISTING OFFER*
Bid Opening Date Wednesday, April 15, 2026 Bids can be revised and withdrawn only during
normal trading hours of secondary market
Last Date for upward revision or
withdrawal of Bid
Monday, April 20, 2026
Bid Closing Date Tuesday, April 21, 2026
Floor Price per Share ₹ 719.30/-(Rupees Seven Hundred Nineteen and Three Zero Paise only)
Indicative Price Per Share ₹ 750/-(Rupees Seven Hundred and Fifty Only)
Discovered Price The price at which the shareholding of theAcquirers along with the Promoter of the Target
Company reaches 90% of the total issued Equity Shares of the Company, excluding such
Equity Shares in terms of Regulation 21(a) of the Delisting Regulations, pursuant to reverse
book building processconducted in the manner specified in Delisting Regulations.
Exit Price (a) The Discovered Price that is accepted by the Acquirers for the Delisting Offer;or
(b) A higher price that is offered by theAcquirersfor the Delisting Offer at their
discretion; or
(c) The Counter Offer Price offered by theAcquirersat their sole and absolute discretion
which, pursuant to acceptance and / or rejection by Public Shareholders, results in
the cumulative shareholding of theAcquirers along with thePromotersof the Target
Company reachingto 90% of the total issued Equity Shares of the Company,
excluding such Equity Shares in terms of Regulation 21(a) of the Delisting
Regulations.

*The dates are subject to, among other things, the Acquirers along with PACs obtaining the necessary approvals, if any, prior to the Bid Opening Date.

(To be filled in by the Seller Member(s))

Name of Seller Member Address of Seller Member UCC Application Number, if any Date

Dear Sir(s),

I/We hereby revoke any offer made in any Bid Form submitted prior to the date of this Bid Revision/Withdrawal Form in respect of the Equity Shares of Tulive Developers Limited ( “Company ”). I/We hereby make a new offer to tender the number of Equity Shares set out or deemed to be set out herein and on and subject to the terms and conditions, as applicable.

1. Name (inBLOCK LETTERS)
(Please write the names of the joint holders in the
same
order
as
appearing
in
the
share
certificate(s) / demat account)
Name (inBLOCK LETTERS)
(Please write the names of the joint holders in the
same
order
as
appearing
in
the
share
certificate(s) / demat account)
Name (inBLOCK LETTERS)
(Please write the names of the joint holders in the
same
order
as
appearing
in
the
share
certificate(s) / demat account)
Holder Holder Holder Name Name Name Name Name Name Name PAN PAN
Sole / First
Second
Third
2. TO BE FILLED IN ONLY IF THE NUMBER OF THE EQUITY SHARES HAVE BEEN INCREASED AS COMPARED TO
NUMBER OF EQUITY SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING SHARES IN
DEMAT FORM.
(FollowingDetails are applicable onlyfor additional Equityshares tendered with a view to increase the number of Equity Shares)
Name of the Depositary (tick whichever is applicable) NSDL CDSL
Name of DepositoryParticipant
DepositoryParticipant’s ID No.
Client ID No.
Beneficiary’s Name(as appearingin DP’s records)
Number of EquityShares
3. TO BE FILLED IN ONLY IF THE NUMBER OF THE EQUITY SHARES HAVE BEEN INCREASED AS COMPARED TO
NUMBER OF EQUITY SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING EQUITY SHARES
IN PHYSICAL FORM
Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed. The Details are applicable only for
additional offer shares tendered with a view to increase the number of Offer Shares tendered.
Sr. Folio No. Share Certificate(s) Distinctive Nos No. of Equity Shares
No. No. From To
(If the spaceprovided is inadequateplease attach a separate continuation Sheet)
4. Details of Previous Bid and Equity Shares tenderedpursuant to the Delisting Offer
Figure in Numbers Figure in Words
Number of Equity Shares tendered in thelast Bid
Form / Bid Revision / Withdrawal Form
Bid Priceper EquityShare(in₹)
Application No. of Bid Form, if any,
(Please ensure that you have submitteda
copy of the Acknowledgement of the
Original Bid Form along with this Bid
Revision / Withdrawal Form).
5. Details of Revised Bid and Equity Shares tendered pursuant to the Delisting Offer
Figure in Numbers Figure in Words
Number of EquityShares
Bid Priceper EquityShare(in₹)
6. Withdrawal of Bid
I/We hereby confirm that I/We would like to withdraw the earlier Bid made by me/ us as detailed in point 4 above and would like
to treat that Bid as null and void.
(Please Tick() in appropriate box) YES NO

Signature

Signature
First /Sole Holder Second Holder Third Holder
Full Name(s)
PAN No.
Signature(s)*

Note : In case of joint holdings, all holders must sign. In case of bodies corporate the Bid Form is to be signed by the Authorized Signatory under the stamp of the body corporate and necessary board resolution authorizing the submission of this Bid Form should be attached.

CHECKLIST (Please tick ()

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS
1 Bid revision / withdrawal form 1 Bid revision / withdrawal form
2 Other documents, as applicable 2 Copy of seller member acknowledgment slip of the
original bid
3 Other documents,as applicable

Notes:

  1. All documents sent by / to the public shareholders will be at their risk and public shareholders are advised to adequately safeguard their interests in this regard.

  2. The shareholders may withdraw or revise their Bids upwards not later than one day before the Bid Closing Date. Downward revision of Bids shall not be permitted.

  3. You must submit this Bid Revision/Withdrawal Form to the same Seller Member through whom your original Bid Form was submitted. Please ensure that you enclose a copy of the acknowledgement slip relating to your previous Bid.

  4. Please note that all the information, terms and conditions contained in the original Bid Form shall remain valid, except which has been revised under Bid Revision / Withdrawal Form.

  5. In case you wish to tender additional dematerialized Equity shares, please ensure that you have instructed your Seller Member to transfer your additional Equity Shares. In case you wish to tender additional physical Equity Shares, please ensure that you attach the additional share certificates and the transfer deed along with the Bid Revision/Withdrawal Form. Please ensure that the number of Equity Shares tendered under the Bid Revision/Withdrawal Form is equal to the number indicated in the share certificate(s) attached and the transfer deed executed, if any.

  6. In case of shareholder(s) other than individuals, copy of power of attorney, board resolution, authorization, etc. as applicable and required in respect of support/verification of this Bid Revision/Withdrawal Form, shall also be provided, otherwise, the same shall be liable for rejection.

  7. The consideration shall be paid to the Public Shareholder(s) by the respective Stock Exchange or their respective Seller Member in the name of sole/first holder only.

  8. Public Shareholders holding Equity Shares in physical form, post bidding, should send the Bid Form along with share transfer deed, share certificates, TRS and other documents, as applicable, to the Registrar to the Delisting Offer. It is the sole responsibility of the Public Shareholders/ Seller Member(s) to ensure that their equity shares held in physical form reaches the Registrar to the Delisting Offer before the last date of bidding period by the Seller Member.

  9. In case the Bid Revision Cum Withdrawal Form sent to the Registrar to the Offer is not complete in all respects, the same may be liable for rejection.

For any queries, please contact

For any queries, please contact
MANAGER TO THE DELISTING OFFER REGISTRAR TO THE DELISTING OFFER
SAFFRON
CAPITAL
ADVISORS
PRIVATE
LIMITED
605, 6th floor, Centre Point, Andheri Kurla Road, J.B.
Nagar, Andheri (East) Mumbai - 400 059, Maharashtra,
India.
Tel. No.:+91 22 4973 0394;
E-mail id:[email protected]
Website:www.saffronadvisor.com
Investor grievance id:
[email protected]
Validity of Registration:Permanent
Contact Person:Ms. Pooja Jain
SEBI Registration Number:INM000011211
CAMEO CORPORATE SERVICES LIMITED
Address:Subramanian Building, No. 01, Club House
Road, Chennai- 600 002, Tamil Nadu, India
Tel. No.: +91 44 4002 0700/2846 0390;
Email id:[email protected]
Website:www.cameoindia.com
Investor grievance id:[email protected]
Contact Person:Ms. Sreepriya K (Executive Vice
President & Company Secretary)
SEBI Registration Number:INR000003753
Validity of Registration:Permanent

TEAR ALONG THIS LINE

ACKNOWLEDGEMENT SLIP

Received from Mr/ Mrs/ M/s_____ a Bid cum Acceptance Form for the Equity Shares under the Delisting Offer for Tulive Developers Limited as under:

DEMAT SHAREHOLDER DEMAT SHAREHOLDER PHYSICAL SHAREHOLDER PHYSICAL SHAREHOLDER
UNIQUE CLIENT CODE(UCC) UNIQUE CLIENT CODE(UCC)
DP ID NO. FOLIO NO.
CLIENT ID NO. SHARE CERTIFICATE NO.
NUMBER OF SHARES NUMBER OF SHARES
BID PRICE PER EQUITY SHARE(in ₹) BID PRICE PER EQUITY SHARE(in ₹)

Note: Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENT UNIQUE CLIENT CODE (UCC) APPLICATION NUMBER. DATE OF RECEIPT SIGNATURE OF OFFICIAL

FORM NO. SH-4 - SECURITIES TRANSFER FORM

[Pursuant to Section 56 of the Companies Act, 2013 and Sub-Rule (1) of Rule 11 of the Companies (Share

Capital and Debentures) Rules 2014]

Date of execution: / /

FOR THE CONSIDERATION stated below the “Transferor(s)” named do hereby transfer to the “Transferee(s)” named the securities specified below subject to the conditions on which the said securities are now held by the Transferor(s) and the Transferee(s) do hereby agree to accept and hold the said securities subject to the conditions aforesaid.

CIN: L99999MH1962PLC012549

Name of the company (in full): TULIVE DEVELOPERS LIMITED

Name of the Stock Exchange where the company is listed, (if any): BSE Limited

DESCRIPTION OF SECURITIES:

Kind/ Class of securities (1) Kind/ Class of securities (1) Kind/ Class of securities (1) Kind/ Class of securities (1) Kind/ Class of securities (1) Kind/ Class of securities (1) Nominal value of each unit
of security (2)
Nominal value of each unit
of security (2)
Nominal value of each unit
of security (2)
Amount called up per unit of
security (3)
Amount called up per unit of
security (3)
Amount called up per unit of
security (3)
Amount paid up per unit of security
(4)
Amount paid up per unit of security
(4)
Equity Shares ₹10/- ₹ 10/- ₹ 10/-
No. of Securities being Transferred Consideration received (₹)
In figures In words In figures In words
DistinctiveNumber From
To
Corresponding share certificatenos.
Transferor’s Particulars
Registered Folio Number:
Name(s) in full
1.
2.
3.
Signature(s)
I, hereby confirm that the
Signature of the Witness:
Name of the Witness:
Address of the Witness:
Pincode:
transferor has signed before me.

Transferee’s Particulars

Transferee’s Particulars Transferee’s Particulars Transferee’s Particulars Transferee’s Particulars Transferee’s Particulars Transferee’s Particulars Transferee’s Particulars
Name in
Full
Father’s name Address & E-mail id Occupation Existing folio
No., if any
Signature
(1) (2) (3) (4) (5) (6)
- - -
Folio No. of Transferee: Specimen Signature of Transferee(s)
1.
2.
3.
  • Value of Stamp affixed: ₹ STAMPS Enclosures: 1. Certificate of shares or debentures or other securities 2. If no certificate is issued, Letter of allotment 3. Copy of PAN Card of all the Transferees (For all listed Cos) 4. Others, Specify Declaration: - Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares;

  • or - Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith. FOR OFFICE USE ONLY

  • Checked by Signature Tallied by Entered in the Register of Transfer on vide Transfer no Approval Date Power of attorney / Probate / Death certificate / Letter of Administration - Registered on at No.

On the reverse page of the certificate

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