TIVOLI CONSTRUCTION LIMITED(CI N: IA521111M III 9851'1.C037 31>5)

Regd. OiT: 4'h Floor, Raheja Chambers, l.inking Road & Main i\\enlle. Samaerll/- (West).Mllmbai - 400 054

Phone No.: 022 - (,769 4400/4444\Vchsitc: \\ \\ \~;t i, \ 0 j in ltl~~ruct ion. in email: iL~..(~Li.\.::ill.l•.•tDIl.tio/HI\aho\.).co.in

NOT ICE

Notice is hereby given that the Thirty Fourth Annual GeneralMeeting of the members of Tivoli Cons~rucLion Limited will beheld on Tuesday, the 29th day of September, 2020 at 11.00 a.m. at4'h Floor, Raheja Chambers, Linking Road & Main I'.venue, Santacruz- (West), Mumbai - 400 054, to transact the following business:

ORDINARY BUSINESS:

1) To recei ve, consider and adoflt the Audited Standalone andConsolidated Financial Statements for the Financial Yearended 31'" March, 2020, LogeLher with the Reports of theBoard of Directors and the Statutory Auditors thereon.

2) To appoint a Director in place at Mrs. l\nita Raheja (DIN:00306794) who retires by rotation and being eligible offersherself for re-appointment, as director.

SPECIAL BUSINESS:

3) Re-Appointment of Mr. Rakesh DesaiIndependent Director of the Company:

(DIN:00152982) as

To consider andmodification(s) ,Resolution:

if thought fic,the follO'Jing

to pass \tIlthresoluL.ion as

ora\..•..i thou tSpecial

"RESOLVED THAT pursuant to the provisions of Sections 149,152 and other applicable provisions, if any, of theCompanies Act, 2013("the Act") read ",ith Schedule IV to theAct (including any staLuLory modificaLion(s) or re-enactment (5) thereof, for the tlme being in force) and theCompanies (Appointment and Qualification of Directors)Rules, 2014, as amended from time to time, and pursuant tothe recomrnendat ion of the Nominat i on & RemunerationCommittee and the Board of DirecLor.s, Mr. Rakesh Desai(DIN:001529S2), who holds office of Independent Director upto 2Su, September,2020 and who hilS submi tted a declaration

TIVOLI CONSTRUCTION LIMITED(ClN: 1A5200MIII9R5PLCl137365)

Rcgd. Oil: 4'h Floor. Rahcja Chamhcrs. I.inking Road &. Main A vcnuc. SanlacrllL - (WCSI).Mllmhai - 400 054

Phonc No.: 022 - 6769 440()l4444\Vcbsite: ~~\\_-.:~_\ul il'un •.•tr'ltl'tit lll. i11 email: !.boli.\..\I!1~llJ!ft!!~liIl-~!bQQ.co. ill

that he meets the cr i teria for independence as providedunder Section 149 (6) of the Act anu Regulation 16 (1) (b) of

the Securities Exchange Board of India (Listing Obligationanu Disclosure Requirements) Regulations, 2015 and inrespect of whom the Company has received a notice in1driting under Section 160(1) of the Act, from a Member,signifying his inteIltioIl to propose Mr. Rakestl Desai'scandidature for the office of Director, be anu is herebyre-appointed as drl Independent Di rector of the Company, notliable to reLire by roLation, for a second term of fiveconsecutive years conunencing from 29th September, 2020."

"RESOLVED FURTHER THAT Lhe Board of Directors of theCompany (including iLs conunittee thereof) and / or CompanySecreta ry of the Company, be and are hereby authod zed todo all such acts, deeds, matters and things as may beconsidered necessary, desirable or e:

TIVOLI CONSTRUCTION LIMITED(eI N: IA52lJlJM II I '1H51'LClJ37 3(5)

Rcgd. OfT: 4'" Floor. Rahcja Chambcrs. I.inking Road & Main i\vcnuc. Santacruz - (Wcs!).~.lumbai - 400054

Phonc No.: 022 - 6769 44()0/4444\Vehsitc: \\'\\ \\ .t ivol iCllllSlrLll'l iun. i11 email: t i \ U Iii.:Onslruct it)ll {I'\'ahoo, co. i 11

NOTES:

1. The Explanatory Statement pursuant co Section 102 of theCompanies Act, 2013 ('Act'), in respect of the SpecialBusiness mentioned under Item No. ] ahove, 1S annexedhereto.

2. In the 'lieI' of the massive outbreak of the COVID-19pandemic, social distancing is a norm to be follol'ed, forconducting Annual General Meeting I'ith physical presenceof members after follol'ing the guidelines issued hy theCeIltral Government.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING ISALSO ENTITLED TO APPOINT A PROXY TO I\.TTEND, AND ON .r;POLL, TO VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXYNEED NOT BE A MEMBER OF THE COMPANY.

4. Proxies, if any, in order to be effectiVE, must bereceived at the Company's Registered Office not laterthan 48 (Forty Eight) hours before the time fixed forholding the meeting. Proxies submitted on behalf of thecompanies, etc. must be supported by appropr iateresolution/authority, as applicahle. During the periodbeginning 24 hours before the time fixed for thecormnencement of the meeting and ending wi th theconclusion of the meeting, a member I'ould be entitled toinspect the prOXIes lodged at any time during thebusiness hours of the Company, provided not less thanthree days of notice in writing is given to the Company.

5. A person can act as a proxy on behalf or members notmore than fifty members holdinq in the aggregate notmore than ten percent of the total share capital of theCompany carrying voting rights. 1'>. member holding morethan ten percent of the total share capital of ti,eCompany carrying voting rights may appoint a singleperson as proxy and such person shall not act as a proxy[or any other persoll or shareholder.

6. As required under the Regulation 36(3) of the Securities

TIVOLI CONSTRUCTION LIMITED(C1N: L~5200MH 19851'LC0373(5)

Rcgd. Olf: 4'h Floor. Raheja Cham hers. I.inking Road 8: Main i\ vcnuc. Santacro7. - (West).Mumhai - 400054

Phone No.: 022 - 6769 440()/4444\Vebsitt:: ~~\\\\~ll\'lllil'()llStrll~ti~.!!!iD.email: ti\olj!-::-~nstrlll.tlt)Jlll\.:.t1HHLCi).in

Obligations and2015("Listing

particularsretiring bygiven in the

and Exchange Board of India (ListingDisclosure Requirements) Regulations,Regulations") and Secretarial Standards-2,relating to Mrs. Anita Rahe]a, Direc~or,rotation and proposed to be re-appointed isAnnexure to this Notice.

7. Corporate Members are requested to send a duly certifiedtrue copy of the Board Resolution authorizing theirrepresentative to attend and vote at the Meeting.

8. Any member proposing to seek any clarification on theaccounts, is requested to send the queries to theCompany at its registered office at least seven dayspIlor to the date of -'\nnualGeneral Meeting to enablethe management to compile the relevant intormation toreply the same in the meeting.

9. Pursuant to the provisions of Section 91 at the Act, theRegister of Members and Share Transfer Books wil.] remainclosed on all days from Wednesday, September 23, 2020 toTuesday, September 29, 2020, both days inclusive.

:0. Members/Proxies are requested to bring the.ir copy ofAnnual Report and attendance slip to the meeting.

11. Relevant documents referred to in the accompanying

during

by theon aII

Notice and the Statement, are open for inspectionmembers at the Reqistered Office of the Companyworking days, except Saturdays and Sundays,business hours up to the date at the Meeting.

12. Members who hold shares in dematerialized form arerequested to write their Client 10 ane DP 10 and thosewho hold in physical form ilrA requested to write theirfolio number in the attendance slip.

13. In case of ,Joint Holders attending the meeting, theMember t...,'hose name appears as the First holder in theorder of names as per the Register of IvJembers of theCompany will be enti.tled to vote.

14. The Register of Directors and Key Managerial Personnel

TIVOLI CONSTRUCTION LIMITED(CIN: IA5200M H19851'LC037 3(5)

Rcgd. OIT: 4'h Floor. Rahcja Chamhcrs. Linking Road & Main 1\ vcnuc. Santacruz - (Wcst).Mumhai - 401l 1154

Phonc No.: 1122 - 676

TIVOLI CONSTRUCTION LIMITED(CIN: IA520IJM II 19851'LC1J373(5)

Rcgd. Olf: 4th Floor. Rahcja Chamhcrs. Linking Road 8:. ;Vlaint\vcnuc. Santacruz - (Wcst).Mumhai - 400054

Phonc No.: 022 - 6769 4400/4444\Vcbsite: \~_~~2..:1}.\cii_',;l).!.l.21UJl.:tion.in email: u.\..~jc\lI1.itn.H:li\lIl(f\.ahno.cll.in

Members who have cast their vote by remote e-votingprior to the Meeting may also attend the Meeling butshall not be entitled to cast their vote again.

The Company has appointed Mr. Sushil Talathi from Mis.SushiJ Talathi & Associates, Practicing CompanySecretaries, fJJumbai, as the Scrutinizer to scrutinizethe entire e-voting process, in a. tair and transparentmanner.

Voting through electronic means

I. In compliance with provisions of Section J08 of theCompanies l'.ct, 2013, Rule 20 of the Companies (Managementand Administration) Rules, 2014 as amended by theCompanies (Management and Administration) AmendmentRules, 2015 and Regulation 44 of SEtlI (LOOP)Regulations,2015, the Company 1S pleased to provide members thefacility to exercise their right to vote on resolutionsproposed to be considered at the Annual General Meeting(AGM) by electronic means and the business be transactedthrough e-Voting Services. The facility of casting thevotes by the members using an electronic voting systemfrom a pI ace oth(,r chan venue of the' AGMI ("remote e-voting") will be provided by National SecuritiesDepository Limited (NSDL).

II. The members who have cast their vote by remote e-votingprior to the AGMmay also attend ti,e AGMbut shall not beentitled to cast their vote agairl.

III. The facility for voting throllgh ballot paper shall bemade available at the AGMand the members attending themeeting who have not cast their vote by remot.e e-vot ingshall be able to exercise cheir right at the meetingthrough ballot paper durillg tile AGM.

IV. The remote e-voting period commences on SalurdaYr 26th

September, 2020 at 10:00 a.m. and ends 0[1 Monday, 28lhSeptember, 2020 at 5:00 p.m. During this period, membersof the Company, holding shares either in physical form orin dematerial ized form, as on the cut-off date of 22r:d

TIVOLI CONSTRUCTION LIMITED(CIN: L4S2UUi\lIII

TIVOLI CONSTIWCTlON LIMITED(ell\': lA5200iYIU 19851'LC037 3(5)

Reg'l. orr: 4'h Floor. Rah"ja Chambers. Linking Road & Main Avenue. Santacruz - (West).Mumbai - 400054

Phone No.: 022 - 67694400/4444\Vcbsitc: \\ \\\\.t 1\oll("un'trllctl~Hl.lll email: .~~.~~1~l'i.)lhtrLll't Ion (I \'ahou.l'o. in

(viii) Cast your vote by selectingclic~ on "Submit" andprompted.

appropriate optiorl andalso "Confirm" when

(ix) Upon confirmation, the messagesuccessfully" will be displayed.

"Vote cast

(x) Once you have voted on the resolutlon, you willnot be allowed to modify your vote.

(xi) Institurional shareholders (i.e. other thanindividuals, HUF, NRI etc.) are required to sendscanned copy (PDF/JPG Format) of the relevantBoard Resolution/ Authority letter etc. togetherwith attested specimen signature of the dulyauthorized signatory(ies) who are authorized tovote, to the Scrutinizer through e-mail to,~ "with d copy marked to

B. In case aof AGI~ forwi th therequesting

Member receives physical copy of the Noticemembers whose email IDs are not registered

Company/Depository Participants (s) orphysical copy]

(,i) Initial password is provided as below/at thebottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number) 114169

(ii) Please51. No.

follow all(xi) above,

steps from Sl.to cast vote.

No. (ii) to

VI. In case of an)' queries, you may refer the FrequentlyAsked Questions (FAQs) for ~lembers and remote e-votinguser manual for Members availahle at the downloadssection of .....'/. . 1. or call on toll freeno.: 1800-222-990.

VI I. If you are already registered '.-lithNSDLvoting then you can use your existingpassword/PIN for casting your vole.

X

for remote e-user ID and

TIVOLI CONSTRUCTION LIMITED(ON: IA521111M 1119N51'LC1l37 3(5)

Rcg'l. OtT: 41h Floor. Rahcja Chamncrs. Linking Road & Main A vcnuc, Salllacruz - (WCSI).Mumbai - 400054

Phonc No,: 022 - 6769441111/4444\V cbsi te: \\ W\\ .l ivol i l,.'lJJlS!.!"lI\;tiUIl. i.f) cillai I: JbJ:J.G;i~btruct lOll' a \ ahoo.so. in

VIII, You can also update your mobile number and e-mail id inthe user profile details of the folio which may be usedfor sending future communic2tlon(s).

IX. The voting rights of members shall be in proportion totheir shares of the paid- up equity share capital ofthe Company as on the cut-off date i.e. 22nd September,2020.

X. Any person, who acquires shares of the Company andbecomes a member of the Company after dispatch of thenotice and holding shares as of the cut-off date i.e.22"d September, 2020, may obtain the login ID andpassword by sending a request at ~~q@n5Jl.co.:n or

XI.

XI1.

XIII.

However, if you are already registered with NSDL forremote e-voting then you can use your existing user IDand password for casting your vote. If you forgot yourpassword, you can reset your password by using "ForgotUser Details/Password" option available on"';\o.",I'c ,.__ ' ," or conlact NSDL at the followingtoll free no,: 1800-222-990.

A person, whose name is recorded in the register ofmember-s or in the register of beneficial ownersmaintained by the depositories as on the cut-off dateonly shall be entitled to avail the facility of remotee-voting as well as voting at the AGI'ithr'ough ballotpaper.

Mr. Sushil Talathi of M/S. Sushi I Talathi & Associates,Practicing Company Secretaries (Membership No. 8506Certificate No. 9781) has been appointed as theScrutinizer for providing facility to the members ofthe Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

The Chairman shall, at the AGM, at the end ofdiscussion on the resolutions on which voting Is to beheld, allo',..." vot.ing wi lh the assista.nce of scrutinizer,by use of "Ballot paper" for all those members who are

9

TIVOLI CONSTRUCTION LIMITED(ClN: L45200M1I19851'LC(37365)

Regd. orr: 4'h Floor. Raheia Chambers. I.inking Road &. Main Avenue. Sanweruz - (West).Murnoai - 400054

Phone No.: 022 - 6769 4400/4444\V cbsil~: \\ \~'~...:LL~_lJJie! lIlstruction. in cmail: t i\ 1I1icollstrw.:t i()n (( \ ::11100.(0. in

present ot the .'IGMbut hove not cast their votes byavoiling the remote e-voting facility.

XIV.

xv.

The Scrutinizer shall after the conclusion of voting atthe general meeting, will first count the votes cast atthe meeting and thereafter unblock the votes castthrough remote e-voting in the presence of at leasttwo witnesses not i.n the employmeIlL of the Company andshall make, not later than three days of the conclusionof the AGM, a consolidated scrutinizer's report of thetotal voles cast in favot.:r or against, if any, to theChairman or a person authorized by him in writing, whoshall countersign the same and declare the result ofthe voting forthwith.

The Results declared along with the report of theScrutinizer shall be placed on the website of theCompany ,y. and on the websi te ofNSDL iw~ediately after the declaration of result by theChairmarl or a person authorizerl hy him in writing. Theresults shall also be immediately forwarded to the ESEI.imlterl,Mumbai.

10

TIVOLI CONSTRUCTION LIMITED(CIN: IA5200MIII9851'LC1I373(5)

Regc!. 01'1':4'1. Floor. Raheja Chambers. Linking RClad& Main Avenue. Santacruz - (West).MUlllbai - 400 054

Phone No.: 022 ~ 6769 4400/4444V.•Icbsite: ~\'\~~\..J.i\'(11icon slruct itJIl.in cmail: li\lllic(lIlSlrUc!i~)nit.\.uhlH).ul.in

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

Mrs. Anita Raheja, (Direct.or DIN: OO:JOC"I')4) aged 60 years, isan entrepreneur and a dynamic professional. She is on the Boardof the Company since the year 2017. She has '",ide range ofexperience in real estate, construction and hospitality sector.She is a director in various companies which are into RealEstate Development business. She is not on the Board of anyother listed Company.

Mrs. Anita Raheja may be deemed to be concerned and interestedto the extent of S0030 equity shares held by her in theCompany. She is also the daughter of Mr. Bulchand Ahuja,Director of the Company.

Mrs. Anita Raheja has attended 7 Board meetings during the year2019-2020.

II

TIVOLI CONSTRUCTION LIMITED(CIN: LA5200M1fI9851'L0137365)

Regel. OfT: 4'h Floor. Raheja Cham hers. Linking Road & Main ;\ venue. Santacruz - (West).Mumhai - 400054

Phone No.: 022 - 6769 4400/4444\V cbsilC: \\ \\ \\ .! i\u 1)Cotl~lrLJct iOIl. in email: Ul..Q.liconstruction-a\ahoo.co.in

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIESACT, 2013:

Item NO.3

Mr. Rakesh Desai, ',.,ras appointed as an Independent Director ofthe Company pursua:1t to Section 149 of the Companies Act, 2013("the Act") read ",ith Companies (Appointment and Qualificationof Directors) Fules, 2014, by the Shareholders at the AnnualGeneral ~leeting held on 28'" September, 2015 to hold office fora term of five years ("first term" as pee the explanation toSection 149 (10) and 149 (11) of the Act.). The Nomination &Remuneration CommHtee at its Meeting held on 5th September,2020 after taking into account the performance evaluation ofMr. Desai, during hi~3 first term of five years and consider-lngthe knowledge, acumen, expertise and experiellce ifl his field andthe substantial contribution made by him during his tenure as anIndependent Director since his appointment, has recommended tothe Board that continued association of him as an IndependentDirector would be in the interest of tile Company. Based on theabove, the Nomination & Remuneration Conunittee and the Boardhave recommended the re-appointment of t1r. Desa i as anIndependent Director on the Board of the Company, to hold officefor the second terrr: of five consecutive years cormnencing from29th September, 2020 upto 28'" September, 2025 and not liable toretire by rotation.

Brief profile:

Mr. Rakeshexperiencetaxation andhe ha s madethe Company.

Desai, vvorking as an P\.ccountant has many years ofin the field of business, economics, accounts,

finance. \tJj t.h this background, your Di rectors feelsigniflcant contribut.ion to an effective Board of

Mr. Rakesh Desai does not hold any shares in the Company.

Mr. Fakesh Desai has given a declaration to the Board that hemeets the criteria oi independence as provided in Section 149(6)of the Companies Act, 2013 and Regulation 16 of the SEBI Listing

12

TIVOLI CONSTRUCTION LIMITED(CIN: L~5200i\HIIl)S51)LC0373('5)

Regu. Off: 4th Floor. Raheja Chambers. Linking Roau & :vtain Avenue. Santacruz - (West).Mumhai - 400 05~

Pholle No.: 022 - 67694400/4444\Vcbsitc: \\\\ \\.li, olil'l,Jlblrudioll.in email: !i_\oliL'ons~nll.:tiollll,\'ahoo.co.jn

Regulations. In terms of proviso to sub-section (5) of Section152, the Board of Directors is of the opinion that Mr. Desaifulfils the conditions specified in the Act for his appointmentas an Independent Director. The Company has also received fromthe director:- (i) the consent in ."riting to act as Directorand (ii) intimation that he is not: disqual.ified under section164(2) of the Companies }I.ct, 2013. (iii) a declaration to theeffect that he is not debarred from holding the office ofDirector pursuant to any Order issued by the Securities andExchange Board of India (SEBI). A copy of the draft: letter forthe appointment of the above Directors as Independent Directorsetting out the terms and conditions would be available forinspection during the meeting to the members.

Independent Director shall not be ent.itled Lo any sLock optionand may receive remuneration by way of fees provided under sub-section (5) of Section 197 of the Comranies }I.ct, ::'013,reimbursement of ey.penses for particiration in the Board andother meetirlgs if any, a~ Inay be approved by the members.Mr. Rakesh Desai is deemed to be interested or concerned in thisresolution for his re-appointment. Apart from him, none of thepersons specified in Section 102 of the Companies Act, 2013namely the Promoters, Directors, Relatives of Promoters,Directors or the entities comprising the interest of Promoters,Directors or KMP's of the Company are concerrled or inter'ested inthe above resoluti.on financially or otherwise.

Your Directors reCOlmnena the resolution as mentionerl in Item no.3 of the Notice for your approval.

13

TIVOLI CONSTRUCTION LIMITED(CI N: IA521111M II) 9851'LC1l37 3(5)

Rcgd. OIT: .+'h Floor. Rahcja Chambcrs, Linking Road & Main Avcnuc, Santacruz - (W~st),Mumbai - 400054

Phone ;-':0.: 022 - 6769 .+.+00/.+.+.+4\Vcbsitc: \\ \\\\ .1i\.nl~£~!.!).s(t'lIl,tion.in email: Ji\l)!icon .••trllClioll(/\.ahoo.c0.in

lIow do I vote eleetronieallv using NSDL e-Voting svstelll'!

17u: H'lIY 10 role (!h'('/r(ll1i('(lI~l' 01/ N,\'f)/. e-Vuling .\:".\"le111consisls (~l"Two .)!cps" which arcmen/iollcd he/OIl':

Stefl t : Log-in to NSDL l'- Voting system at h!~ \\ \\ \~~~..0lU.l£..J!~U.._~lHn.:Step 2: Cast your vote electronically on NSJ>L e-Votin~ system,

(>Ctai)s on Step I is mentioned below:

lIow to Log-in to NSJ>L e-Voting website"!

I, Visit the e- Voting website 01' NSIlL. Open weh browser hy typing the followingURL: b.nns: '\\ \\'\\ .L'}QtiIUL ..!J:',J!.COIll, either 011 a Personal Computer or on a mobile.

2. Once the home page of c-Voting system is launched. click on the icon "Login" \vhichis availahle under 'Shareholders' section.

3. i\ new screen IVill open. You will have to enter your lIser ID. your Password and aVerification Code as shown Oil the screen.

A//erlwti\'efv. !l.roll are regislt...'redj(JI' iV5;J)1. eselTices i.c. JIJE.IS. YOII ('WI log-in athlf(J,-.__eselJ.:!.(.es~Jr'.~lL~:(!.Jll1I"ilhyour existing II)/~ ..JS login Onc(' you log-in to N.\'f)/.eser\'ic('s {{lieI' using YOllr log-in crt..'dentia/s, click (II} ('-Voting and you c{In proceed/0 Step 2 i,e. ('ast your nJ/e e/('c/ronicalfl'.

4. Your User ID details arc given helow

Manner of' holding shares i.e. Ilema! Your User III is:(NSIlL or CDSL) or Physical

a) For Mcmhers \\,110 hold shares in

dCll1at account wiLh NSDI..

14

8 Character DP ID jillion-cd hy 8 DigitClient II)

For example it" your 1)1' ID is IN30()***and Client II) is 12****** then your userID is IN300*** 12******

TIVOLI CONSTRUCTION LIMITED(CI N: L-t521111M 1119S5PLC1l37 3(5)

Regd. OIT: 4th Floor, Raheja Cham hers. Linking Road &. Main A 'enue. Santaeru/. - (Wesl),Mumhai - 400 05-t

Phone No.: 022 - 6769 4400/4444\Vebsitc: \\, \\ \\ .( ivol i~olblrllct ion. iII clllui 1: li\01i(OIlSlruct ion '0VUhOlU;O.ill

b) For Mcmbcrs IIho hold sharcs indcmat account lIith CDSL.

c) For tv1cmbcrs hokling shares IIIPhysical Form.

5. Your pass\\'ord details are given hclo\\':

16 Digit Benefieiary ID

For example il" your Bcncficiary ID IS12************** then your user ID IS12**************

EVEN Numher ti,llolled by FolioNumber registered with the company

For example il' lillio number IS 00 I ***and 10 VEN IS 101456 then USCI' ID is10145WOI***

a) If you arc already registered for ('-Voting. then you can liseI' VOl/I' existingpassword to login and cast your vote.

b) If you are uSing NSDL c-Voting system for the lirst lime. you will need toretrieve the "initial password" which \\as cOllll11unicah:d to you. Once youn:tricvc your "initial password', you need 10 ciller the "initial password' and thesystem will fore..: you to change your password"

c) II(}\\' to retrieve your 'initial rass\\.ord"?

(i) II" your email ID IS registered III your dcmat aeeount or with thecompany, )'our 'initial password' is communicated to you on your emailII). Trace the cmail scnt to you from NSDI. ti'mll your mailhox. Opcnthe email and open the attaehment i.e. a .pdf tile. Open the .pdl" tilc. Thepassword to open the .pdf" tile IS your 8 digit client If) li'r NSDLaccount. last 8 digits 01" elient II) I,"' CDS!. aceount or Illiio numher Il'rshares held in physical l,m11. The .pdl" file contaius your 'Uscr II)' and,!'our "initial password',

(ii) II" your cmail I[) IS not registered. your 'initial password' iscommunicated to you on your postal address.

15

TIVOLI CONSTRUCTION LIMITED(CIN: IA52llllM II I 9851'LCll37 3(,5)

Regu. orr: 41h Floor. Raheja Chambers. Linking Road & Main A venue. Santacruz - (West).iVl umbai - 400 054

Phone No.: 022 - 6769 4400/4444\Vebsile: \\ \\ \\ .1i\ t) Ii\.:oll ..•tru~l ion. in email: Ii\. uJ icun ~trw:! ll)l) 'Llllhoo.co. in

6. I r you arc unable to retrieve or have not receiv cd the .. Initial password" or hawforgotten your password:

a) Click on "For!.!.ot USL'r DClails/Password'."'(If you are holding shares in yourdemat account with NSIlL or CDSL) option availahle on www.evoting.nsdLeom.

b) Ph"sical User Reset Password"" (Ir you arc holding shares in physical mode)option available on \\\Vw.cvoting.l1sdl.com.

c) Ifyoll are slillullahlc to get the password by aforesaid 1\\0 options. :"Oll can send arequest at C\ olifl~ (lD~dl.,~~.iDmentioning your oema! account number/folionumber. your PAN. your name and your rcgistc.::red address.

7. Aller entering your pass\\orJ. tick on Agree to "Terms and Conditions" by selectingon the check bO\.

S. No\\'. you will have to click 011 "Login" button.

9. Alter you click on the "Login" button. Ilome page of e-Voting will open.

Dctails Oil Stc(l2 is giwn bclow:How to ensf your vote electronicallv on NSI>L c-Voting system"?I. Aller successllJllogin at Step I. vou will be able to sec the Ilome page ofe-Voting. Click

on e- Voting. Then. click on Active Voting Cycles.

2. Aller click on Active Voting Cycles. you will be able to sec all the companies "EVEN"in which you arc holding shares and whose vOling cycle is in active status.

3. Select "EVEN" of company It)!" which you \vish to cast your vote.

4. Now you are reaoy lor c-Voting as the Voting page opens.

5. Cast your vote by sch:cting appropriate options i.e. assent or dissent. vcri(y/modi(y thenumher of shares for which you wish to cast your vole and click on "Submit'" and also"Confirm" when prompted.

6. Upon confirmation. the message "Vote cust successfully" \\ill he displayed.

7. You can also take the printout of the- votes cast hy you hy clicking on the print option onthe confirmation page.

16

TIVOLI CONSTRUCTION LIMITED(CIN: IA5200M1I1985PLC(37365)

Regd. orr: 4th Floor. Raheja Chambers, l.inking Road & Main AVenue, Santacruz - (West).Mumbai - 411111154

Phone No.: 1122- 6769 441111!4444\V cbsitc: \\ \\ \\ .1i \'(.)1icoll~lrucl ion. ill cmail: t!.~-,!JiCOllSlLtll..:lion (J vahoo,t'o. ill

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

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals. IIUF. NRI etc.) arc required to sendscanned copy (PDF!JI'Cj Format) or the relevant Iloard Resolution! Authority Icttcr ctc.with attested specimen signature of the duly uuthori/c\.l signatory(ics) who arc authorizedto vote. to the Scrutinizer by e-mail tosushiL!i:>,,,us1lilill!:,'1ing.n~dLq)jn or calion toll rree no.: 1800-222-990 or send a requestat L'\ ntil1i!.,((;n~dl.co.in

17

TIVOLI CONSTRUCTION LIMITED(ClN: IA52110M1I19R5PLC1I37365)

Regd. 01"1":4'" Floor. Raheja Chamhers. Linking Road & Main Avenue. Santaeru/- (West).Mumhai - 400054

Phone No.: 022 - 6769 4400/4444\Vchsitc: \\ \V\\ .li\

TIVOLI CONSTRUCTION LIMITED«:1N: IA521lllM II I 9X51'LCIl37 3(5)

Regd. Otf: 4'h Floor. Raheja Chamhers. I.inking Road & Main Awnue. Santacruz - (West).Mumhai - 400054

Phone No.: 022 - 6769 4400/4444\\tensile: .~\\\\ .t i\ 0 t i~.~!!1su:..~L0il)ll.in cmail: U..\Qlii..()!lstI.ll.::!.ioll.({.vahoo.co.in

3. Name: Mr./Ms.

Address:

Signature:

E-mail Id:

as my/our proxy to attend and vote (on a poll) Ii,r me/us and on my/our hehalf at the AnnualGeneral Meeting of the Company. to be held on Tuesdav the 29'10 day of Septemher, 2020 atII :011 a.m. at the registered oftiee of the Comp,m) at Mumhai. and any adjournment thereof inrespect of such resolutions as arc indicated helow:

Resolution :-..ro.1 Pal1icu!ars VotingOrdinary Rusiness: For Again- Absta-

sl In

I. Adoption of Audill'd Finandal Stah:lI1l.'ll\S (induding COIl~olidatcd Financial Statl ..'I11t:nts)for the year ended :11" \Iarch. 2020

0 To appoint a Director inllil' place or \1r~. Anita Rahcja (Dl;\: Otl.lOCl79-l) who retires byrotation and bcin~ clil!.iblc uncI's hCPiclf luI' n:-alJlJoinll11l.'lll

Spt'chll Husiness:

3. To Rc-appoint ~1r.Ral..csh lksai (f) I:-::00 t ,"9S") as lndl.'pl.:mk'nl Oin:.:tor of LheCOlllp:ln)

I,

Signed this day or 2U2UA nix

RevenueStamp

Signature or Member: Sigllatun: of Proxy: _

19

TIVOLI CONSTRUCTION LIMITED(C1i\': IA5200M1I19851'LC0373(5)

Regd. OIT: 4110 Floor. Raheja Chambers. Linking Road & ,vlain Avenue. Santacruz - (Wesl).Mumbai - 400054

Phone No.: 022 - 67694400/4444\Vehsitc: \\\\\\..:.!.l\oliS1Jlhlructinn.in email: fu~)lic\itbtrllCll()nlt\.allOo.co.in

Note:I. This IlJrIn of proxy in order 10 be e1kclive should be duly completed and deposited al the

Registered Office of the Company. not less than 4X hours bel,,,.e the commencement ofthe Meeting.

2. It is optional to indicate your preference. I f you leave the for. against or abstain columnblank against any or all resolutions. your proxy will he L'ntitled to votC' ill the manller ashe/she may deem appropriate.

20

TIVOLI CONSTRUCTION LIMITED(CI N: IA5200MII19851'LC0373(5)

Regd. 01'1': 41h FloOf. Raheja Chamhers. Linking Road & \lain A venue. SantaCrtl/. - (West).Mumhai - 400054

Phone No.: 022 - 6769 44110!4444\Vensile: \\'\\- \\ .l i\'i.ll icoll slrlH,,:t ion. i11 email: 1i\uJiconSlrllction([..\:.11100.(0.in

Dca I' Sharcholdcr.

Suh: Notice for the 3-tI"Annual Gcncral Ml'cting of the \lcmhers of Tivoli ConstructionLimited to be held on Tucsday, 291" Septcmhcr, 2020 at 11 :00 a.m. at -tth Floor, RahcjaChamhcrs, Linking Road & Main Awnuc, Santacruz - (Wcst), Mumhai - -tl1005-t.

Pursuant to Section Ilil or thc Companies Act. 2111.1 read "ilh Rule IS or the Companies(Management and Admi n istrat ion) Rules 20 14 and al so in continuat ion or the '«reen In it iative'of the Company. the Notil:c of the aJi.JrcsaiJ Meeting is being servcd through dcclronic moue toyour email address registered with your Depository Participant(s) or with the Company. as thecase may be.

In this regard. please lind attachcd hcrewith thc .141hAnnuai Rcport 1(,1' the year 20 I9-2020containing the Financial Statements 1(.11' the veal' 2011)-2020 and Notice convening the Annual«eneral Meeting to he held on Tuesday. 29'" September. 21120 at II :1I0 a.m. ~

Further. in terms or Section lOS orthe Companies Act. 201.1 read with Rule 20 or the Companies(Management and Administration) Rules. 2014. the Company is pr()\.iding the ItlCility to itsMemhers holding shares in physical or demateriali/ed I(m11 as on the eut-orr date. heing 22'"Septemher. 2020. to exereise their right to vote hy electronie means on any or all of thehusinesses speeified in the Notice convening the 341"Annual General Meeting oflhe Company asmentioned above. The Company has obtained the ('-voting services of National SecuritiesDepository Limited.

The e-voting portal opens ji)r voting on Saturday, U,"' Septemher, 2020 at 1I1.110AM allll endson Monday, 281" Septemher, 2020 at 5.00 P.M. Please aecord yoUI' assent/dissent hy aeeessingthe weosite: hltps;//Sl:.~!g~!Jsdl.c.!l.!lland logging-in hy using your user II) and password. Kindlyrefer the E-voting instructions which arc alt~tl"hcd to the Notice. Till: EVEN (1:- Voting EventNumher) orlhe Company is: 114169

For an)' queries please refer the details given hdo\\':

Mrs. Pinal ParekhCompliance OfficerTivoli Construction Limited.41h Floor. Raheja Chambers,Linking Road & Main ;\ venue.Santacruz - (West), Mumbai - 400054Phone No.: 022 - (,769 4400!4444\Vehsi te: \\\\'\\. t i\ 01icollslruct ion" inI~mail Id: ti\'oliconstruction'u \ahoo.cn,il1;ill V"CSlor'(/'t i\ ()I iconstruct ion .in& Ii voljf(HnnJ iUllCC (/ \

91312020 Santacruz Station IW) 10 Tommy H,lt,ger Slore Googfe Maps

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