Tulive Developers Ltd Directors Report

To

The Members of Tulive Developers Limited

Your directors have great pleasure in presenting the 64 th (Sixty-Fourth) Annual Report regarding the operations and financial results of the Company for the financial year ended March 31, 2026 together with the audited statement of accounts and the report of the auditors.

1. FINANCIAL RESULTS:

The financial highlights of the Company are as follows:

PARTICULARS	AS ON 31.03.2026 (in lakhs)	AS ON 31.03.2025 (in lakhs)
Profit / (Loss) before depreciation	(17.82)	(25.83)
Less: Depreciation	98.62	98.62
Less: Extraordinary items	-	-
Profit / (Loss) after depreciation and extra ordinary items	(116.44)	(124.45)
Less: Taxation (including earlier
Years taxation) & Provision and deferred tax	1.37	(2.89)
Profit / (Loss) after taxation	(115.07)	(127.34)

2. SHARE CAPITAL:

There was no change in the share capital during the financial year 2025-2026. At the end of March 31, 2026, the paid-up share capital of the Company stood at Rs. 2,15,43,750/- consisting of 21,54,375 Equity Shares of Rs.10/- each.

3. VOLUNTANRY DELISTING OF EQUITY SHARES FROM BSE LIMITED:

The Company made an application for voluntary delisting of its equity shares from BSE Limited ( BSE ), after obtaining requisite approvals, from the Board of Directors at their meeting held on November 26, 2025, and the shareholders of the Company by way of postal ballot on December 31, 2025.

The voluntary delisting of equity shares was done by way of reverse book building process. Post delisting offer the shareholding of the acquirers, along with the other promoter and promoter group, has exceeded 90% (94.32%) of total number of issued Equity Shares. Therefore, the Delisting Offer was considered successful in terms of Regulation 21 of the SEBI Delisting Regulations.

Subsequently, BSE issued an official Notice No. 20260618-19 dated June 18, 2026, confirming that trading in the equity shares of the Company would be discontinued with effect from June 25, 2026, and the equity shares of the Company would be officially delisted from BSE with effect from July 3, 2026.

Following the delisting, an exit offer was opened for the residual shareholders, allowing them to tender their equity shares during the period from July 3, 2026, to July 2, 2027.

4. CHANGE IN NATURE OF BUSINESS:

There has been no change in business activity of the Company during the financial year.

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserve during the financial year ended March 31, 2026.

6. MATERIAL CHANGES AND COMMITMENTS/ EVENTS THAT OCCURRED AFTER THE END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company s financial statements relate and the date of this report.

However, shares of the Company were delisted from BSE Limited. Refer point 3 above for details regarding delisting.

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has no subsidiary company(ies), joint ventures or associate companies as on financial year ended on March 31, 2026.

8. DEPOSITS:

The Company did not accept any deposit from public during the year.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS ENTERED WITH RELATED PARTIES:

The Company has not entered into any transaction with related parties within the purview of section 188 of the Companies Act, 2013. Hence the requirement of disclosure in form AOC-2 pursuant to rule 8 of Companies (Accounts) Rules, 2014 read with section 188 of the Companies Act, 2013 does not arise.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

Loans:

There were loans made by the Company in compliance with provisions of section 186 of the Companies Act, 2013.

Guarantees:

There were no guarantees made by the Company under section 186 of the Companies Act, 2013 during the financial year.

Investments:

There were no investments made by the Company under section 186 of the Companies Act, 2013 during the financial year.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 (Six) times during the financial year 2025-26. The intervening gap between two meetings of the board is as prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Date of Board meeting	K V Ramana Shetty	Atul Gupta	Suresh Vaidyana than	Pradeep Bhandari	Jacob George Kandathil	Bhumika Jignesh Shah	Nirmal Cariappa
30-May-2025	P	P	P	P	P	NA	P
14-August-2025	P	P	P	P	P	NA	P
28- August-2025	P	P	P	P	P	NA	P
14-November-2025	P	P	P	P	P	P	NA
26-November-2025	P	P	P	P	P	P	NA
13-February-2026	P	P	P	P	P	P	NA

Name of the Directors	Designation	NUMBER OF BOARD MEETINGS ATTENDED
K V Ramana Shetty	Director	6
Atul Gupta	Director	6
Suresh Vaidyanathan	Whole-time Director & Chief Executive Officer	6
Pradeep Bhandari	Independent Director	6
Jacob George Kandathil	Independent Director	6
Bhumika Jignesh Shah	Independent Director	3
Nirmal Cariappa	Independent Director	3

12. DETAILS OF BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD:

(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2025-2026 there were following changes in the board of directors:

Ms. Nirmal Cariappa completed her second term as an Independent Directors of the Company on September 25, 2025

Ms. Bhumika Jignesh Shah was appointed as an Independent Director of the Company, in the 63 rd Annual General Meeting to hold office for a term of 5 years from 63 rd annual general meeting to 68 th annual general meeting.

There were following changes in the Board during the period from April 01, 2026, to the date of this report:

Mr. Pradeep Bhandari, Independent Director, resigned from the board with effect from August 31, 2026.

Mr. Jacob George Kandathil, Independent Director, resigned from the board with effect from August 31, 2026.

Ms. Bhumika Jignesh Shah, Independent Director, resigned from the board with effect from August 31, 2026.

Mr. Sumit Mundhra, Company Secretary & Compliance Officer, tendered his resignation with effect from August 31, 2026.

(B) DETAILS OF REMUNERATION TO DIRECTORS:

No remuneration was paid to any director except sitting fees during the financial year 2025-2026.

(C) RETIRING DIRECTORS:

In terms of section 152 of the Companies Act, 2013, Mr. Suresh Vaidyanathan (DIN: 08857297), Director will retire by rotation and being eligible has offered himself for reappointment at the ensuing annual general meeting.

(D) DISCLOSURE OF COMPOSITION OF VARIOUS COMMITTEES:

The Company has constituted the following committees of the Board:

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee

Details of the composition of the Committees are as follows: a) AUDIT COMMITTEE:

Pursuant to the provisions of section 177 of the Companies Act, 2013, Composition of the Audit Committee is as follows:

Name of the Member	Designation in Committee
Pradeep Bhandari	Chairperson
Atul Gupta	Member
Jacob George Kandathil	Member

Your Company has in place Whistle Blower Policy approved by Board of Directors in compliance with the provisions of Section 177 (10) of the Companies Act, 2013.

During the Financial Year 2025-2026 the Audit Committee met 6 times as tabled below:

S. No Date of Meeting	Pradeep Bhandari (Chairperson)	Atul Gupta (Member)	Jacob George Kandathil (Member)
1. 30 th May 2025	Present	Present	Present
2. 14 th August 2025	Present	Present	Present
3. 28 th August 2025	Present	Present	Present
4. 14 th November 2025	Present	Present	Present
5. 26 th November 2025	Present	Present	Present
6. 13 th February 2026	Present	Present	Present

b) NOMINATION AND REMUNERATION COMMITTEE (NRC):

Pursuant to the provisions of section 178 of the Companies Act, 2013, Composition of the Nomination and Remuneration Committee is as follows:

POLICY RELATING TO DIRECTORS:

a. The person to be chosen as a Director shall be of high integrity with relevant expertise and experience, so as to have a diverse Board having expertise in the fields of either Real Estate, and/or sales /marketing, and/or finance and/or taxation and/or law and/or governance and general management.

b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-à vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The Nomination & Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

i. Qualification, expertise and experience of the Directors in their respective fields. ii. Personal, Professional, or business standing; and iii. Diversity of the Board.

d. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his/her engagement level.

REMUNERATION POLICY:

The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. The Directors have decided not to draw any remuneration except sitting fees for attending the meetings of the Board.

For its employees, the Company follows a compensation mix of fixed pay, benefits and performance-based variable pay. Individual performance pay is determined by the business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, to its employees below the Board level.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):

Pursuant to the provisions of section 178(5) of the Companies Act, 2013, Composition of the Stakeholders Relationship Committee is as follows:

Name of the Member	Designation in Committee
Atul Gupta	Chairperson
Pradeep Bhandari	Member
Jacob George Kandathil	Member

During the Financial Year 2025-2026 the Stakeholders Relationship Committee met once as tabled below:

S. No Date of Meeting	Atul Gupta (Chairperson)	Pradeep Bhandari (Member)	Jacob George Kandathil (Member)
1. 14 th November 2025	Present	Present	Present

Pursuant to delisting of the Company s shares from BSE and the Company not meeting the threshold limits prescribed under the provisions of Companies Act, 2013 for constitution of committees, the Board of Directors at their meeting held on September 04, 2026, decided to dissolve all the committees with immediate effect.

13. EVALUATION OF PERFORMANCE BY INDEPENDENT DIRECTORS:

The independent directors evaluated the performance of the non-executive directors and provided their evaluation in the form of letter to the chairman of the Company.

14. VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Company has established a whistle blower policy and there is a mechanism for the directors and employees to report their concerns. During the financial year, there were no complaints received under whistle blower policy

15. RECOMMENDATION OF AUDIT COMMITTEE:

During the year, all the recommendations of the Audit Committee were accepted by the Board.

16. ANNUAL EVALUATION OF THE BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS :

As required under the provisions of Section 134(3)(p), the Board has carried out an annual performance evaluation of its own performance and that of its committees and individual directors and the manner in which such performance evaluation was carried out is as under:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, its meeting sequence, effectiveness of discussion, decision making, follow- up action, quality of information, performance and reporting by various committees set up by the Board, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as exercise of responsibilities in a bona fide manner in the interest of the Company, commitment to the role and fiduciary responsibilities as a Board member, strategic and lateral thinking, striving to attend meetings of the Board of Directors / Committees of which he/she is a member / general meetings, participating in the meetings of the Board / committees of the Board, heading / acting as member of various Committees etc.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, in relation to financial statements (together with the notes to such financial statements) for the financial year 2025-26, the Board of Directors report that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss incurred of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the financial statements on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively save in respect of certain non-compliances with the provisions of the Listing agreement, which will be addressed in due course.

18. AUDITORS:

(a) STATUTORY AUDITOR:

M/s. Dagliya & Co, Chartered Accountants, Chennai, (Firm registration No. 671S) were appointed as statutory auditors of the Company at the 62 nd annual general meeting held on 30 th September 2024 to hold office for a term of five years till the conclusion of 67 th annual general meeting.

(b) SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit for financial year 2025-2026 has been carried out by S.A.E. & Associates LLP, Company Secretaries, and the report is annexed as Annexure - 1.

(c) INTERNAL AUDITOR:

Pursuant to the provisions of section 138 of the Companies Act, 2013, the Company has appointed Abhay U Jain & Associates, Chartered Accountants (Firm Registration No. 207937) as internal auditor of the Company.

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

i. There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

ii. There were no qualifications, reservations or adverse remarks made by the Secretarial auditors in their report.

20. PARTICULARS OF EMPLOYEES:

During the year, there are no employees drawing remuneration in excess of the limits specified in Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. PARTICULARS OF ENERGY CONSERVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is not carrying on any manufacturing activity resulting in consumption of power and technology absorption and hence the disclosures with respect to the same is not applicable. The Company did not earn any income in foreign exchange and there was no expenditure involving foreign exchange as out go.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE TO BE REPORTED TO THE CENTRAL GOVERNMENT:

There are no such instances reported under sub-section 12 of section 143, by the auditors of the Company.

24. RISK MANAGEMENT:

The elements of risk threatening the Company s existence are very minimal.

25. ANNUAL RETURN:

The annual Return pursuant to the provisions of section 92 read with rule 12 of the Companies (Management and Administration) Rules, 2014 and Notification of the Ministry of Corporate Affairs dated 28 th August, 2020 bearing Notification Number S.O. 2920(E) 432 and G.S.R. 538(E) will be made available on the website of the Company at http://www.tulivedevelopers.com/investors.php within sixty days from conclusion of 64 th Annual General Meeting.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year, there were no significant and material orders passed by the regulators or courts impacting the going concern status of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions with respect to Corporate Social Responsibility are not applicable to the company during the financial year.

28. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy. Provisions relating to constitution of Internal Complaints Committee is not applicable to the Company as the Company has only two employees, none of whom are women.

Summary of sexual harassment complaints received and disposed of during the financial year:

Particulars	Details
Number of complaints received in the year	NIL
Number of complaints disposed off during the year	NA
Number of cases pending for more than ninety days	NA

Number of employees as on the closure of financial year:

Male	2
Female	0
Transgender	0

29. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain any cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

30. SECRETARIAL STANDARDS:

The Company has complied with the provisions laid down in the Secretarial Standards.

31. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, the Company has not filed any application under Insolvency and Bankruptcy Code, 2016 and there are no pending proceedings.

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN:

During the financial year, the Company has not opted for any one-time settlement. Hence disclosure under this clause is not applicable for the Company.

33. COMPLIANCES WITH RESPECT TO THE MATERNITY BENEFIT ACT, 1961:

There were no women employees in the Company. Hence compliance with provisions of the Maternity Benefit Act, 1961 was not applicable during the financial year.

34. ACKNOWLEDGMENT:

Your directors are pleased to place on record their sincere thanks for the kind co-operation and all assistance extended by company s Bankers, Auditors, and all employees and above all the shareholders and other stake holders for their continued support and patronage and the Directors look forward for the same relationship and cooperation in the years to come.

By order of the Board of Directors
For TULIVE DEVELOPERS LIMITED
K V Ramana Shetty
Chairman
DIN:01470034

Place: Chennai
Date: September 04, 2026