Tivoli Construction Limited passed all five resolutions proposed at its 40th Annual General Meeting held on September 30, 2026. The approvals included the adoption of financial statements and the sale of 100% equity in its wholly owned subsidiary.

The meeting was conducted at the company's registered office in Mumbai. Voting was carried out through remote e-voting and physical ballot processes. The results were scrutinized by Hansa Gaggarg, a practicing company secretary, and submitted to the stock exchanges on October 1, 2026.

Key resolutions approved

The shareholders unanimously approved the following items:

• Adoption of audited standalone and consolidated financial statements for FY26.
• Re-appointment of Anita Raheja as a director.
• Appointment of statutory auditors for a five-year term.
• Re-appointment of Sagar Jyot Rupani as independent director for a second five-year term.
• Sale or disposal of 100% shareholding in Victoria Investments Company Limited.

The sale of Victoria Investments Company Limited, a wholly owned material subsidiary, was approved under Section 180(1)(a) of the Companies Act, 2013, read with SEBI Listing Regulations.

Voting participation details

The voting results indicate a high level of support from the promoter group, who hold a majority stake. Public shareholders participated minimally in the e-voting process.

All resolutions were passed with 100% of the votes polled in favour. No votes were cast against any resolution. The total number of shareholders on record date was 233, with 14 shareholders present in person or through proxy.

What the numbers show

The voting data reveals a significant concentration of control within the promoter group. Promoters cast 268,930 votes, accounting for 99.37% of the total votes polled (270,630). In contrast, public shareholders voted only 1,700 shares, representing just 0.63% of the total votes exercised. This disparity highlights that the outcome of the AGM, including the major decision to divest the material subsidiary, was effectively determined by the promoter group's unanimous support.

Tivoli Construction has approved the sale of its entire 100% stake in material subsidiary Victoria Investments Company Limited to an unrelated third party, Mr. Ketan Kirtikumar Shah.

The Board of Directors passed the resolution on September 4, 2026, subject to shareholder approval via a special resolution at the upcoming Annual General Meeting scheduled for September 30, 2026. The transaction is expected to complete by March 31, 2027.

Subsidiary Financial Contribution

Victoria Investments was a significant contributor to the parent company’s financials in FY26. As per audited statements for the year ended March 31, 2026:

The company holds 7,00,400 equity shares of ₹10 each in Victoria Investments. No consideration has been received yet, as the transfer is pending regulatory and shareholder approvals under Section 180(1)(a) of the Companies Act, 2013, and Regulations 24(5) & 24(6) of SEBI LODR.

Governance Updates

The board also re-appointed Mr. Sagar Jyot Rupani as an independent director for a second five-year term, effective December 26, 2026, pending AGM approval. Additionally, M/s. M.R. Sharma & Co., Chartered Accountants, was appointed as statutory auditor for five years, replacing M/s. N. S. Shetty & Co., whose tenure concluded after two terms.

What the Numbers Show

The divestment removes a unit that accounted for nearly the entire net worth (98.76%) of the consolidated entity while contributing just over a third of the income. This suggests a potential shift in the company’s balance sheet structure post-transaction, isolating the remaining operations from the subsidiary’s financial profile.