Tulive Developers Ltd Directors Report

To,

The Members of Tulive Developers Limited

Your directors have great pleasure in presenting the 63rd (Sixty-Third) Annual Report regarding the operations and financial results of the Company for the financial year ended 31st March 2025 together with the audited statement of accounts and the report of the auditors.

1. FINANCIAL RESULTS:

The financial highlights of the Company for the financial year ended 31st March 2025 is as follows:

PARTICULARS	AS ON 31.03.2025	AS ON 31.03.2024
Profit / (Loss) before depreciation	(25.83)	(10.34)
Less: Depreciation	98.62	94.83
Less: Extraordinary items	-	-
Profit / (Loss) after depreciation and extra ordinary items	(124.45)	(84.48)
Less: Taxation (including earlier Years taxation) & Provision and deferred tax	2.89	8.90
Profit / (Loss) after taxation	(127.34)	(93.38)

2. SHARE CAPITAL:

There was no change in the share capital during the financial year 2024-2025. As at the end of 31st March 2025, 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. INVESTMENTS:

The Company has withdrawn their investment in the partnership firm engaged in the development of housing projects (i) M/s. Tulive Estate & (ii) M/s. Tulive Builders.

4. CHANGE IN NATURE OF BUSINESS

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

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserve during the financial year ended 31st March 2025.

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 Companys financial statements relate and the date of this report.

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, 2025.

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:

During the financial year, the company had advanced loans in compliance with the provisions of section 186 of the Companies Act 2013. The details of the same are given in note number 7 of the financial statements.

Guarantees:

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

Investments:

The details of the investments made by the company are provided in Note No. 5 of the balance sheet attached to this report.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 (Six) times during the financial year 2024-25. The details of various Board Meetings are provided in the Corporate Governance Report. 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.

(A) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year Mr S Venkataramani and Mr P J George, completed their second terms as independent directors and ceased to be directors of the Company with effect from 30th September 2024.

Mr Pradeep Bhandari and Mr Jacob George Kandathil were appointed as Non-Executive Independent directors for a term of 5 years with effect from 1st October 2024.

The tenure of Mr Suresh Vaidyanathan who was designated as whole-time director will come to an end on 31st August 2025. The Board approved to re-designate him as a whole-time director for a period of 5 years with effect from 1st September 2025 subject to shareholders approval in the ensuing annual general meeting.

(B) INDEPENDENT DIRECTORS:

Ms. Nirmal Cariappa was re-appointed as Independent Director for her second term of 5 years to hold office from the conclusion of 58th Annual General Meeting till the conclusion of 63rd Annual General Meeting.

The Company has received the necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act.

In the opinion of the Board, the independent director appointed, possess requisite integrity, expertise, experience and proficiency.

Ms. Nirmal Cariappa will complete her second term as Independent Directors of the Company on 25th September 2025 and hence will cease to be director of the Company from 25th September 2025.

Consequent to the above, to have a proper composition of Board as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, on the recommendations of the nomination and remuneration committee, the board of directors recommends to the shareholders, appointment of Ms. Bhumika Jignesh Shah (DIN: 07019476) as Independent Director of the Company, in the ensuing 63rd Annual General Meeting of the Company to hold office for a term of 5 years from 63rd annual general meeting to 68th annual general meeting.

(C) DETAILS OF REMUNERATION TO DIRECTORS:

No remuneration was paid to any director except sitting fees during the financial year 2024-2025.

(D) RETIRING DIRECTORS:

In terms of section 152 of the Companies Act, 2013, Mr. Ramana Shetty Venkata Krishna (DIN: 01470034), Director will be retiring by rotation and being eligible has offered himself for reappointment at the ensuing annual general meeting.

(E) BOARD COMMITTEES:

In terms of the relevant provisions of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has constituted the following committees of the Board:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

The composition of the above-mentioned committees, their respective roles and responsibilities are outlined in the Report on Corporate Governance.

The policy framed by the Nomination and Remuneration Committee under the provisions of Section 178(4) of the Act, is as below:

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-a 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.

(F) TRAINING OF BOARD MEMBERS AND THEIR EVALUATION:

Majority of the board members have been with the Company for more than ten years and being well qualified are fully aware of the business of the Company as well as risk profile of business parameters of the Company, their responsibilities as directors and the best ways to discharge them. The independent directors have met and evaluated the performance of the non-executive directors and have provided the evaluation in the form of letter to the chairman of the Company.

(G) 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. The details of the same are explained in the Corporate Governance Report.

(H) RECOMMENDATION OF AUDIT COMMITTEE:

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

(I) BOARD EVALUATION:

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.

12. 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 2024-25, 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.

13. AUDITORS:

(a) STATUTORY AUDITOR:

M/s Ramalingam & Associates, Chartered Accountants resigned as statutory auditors of the Company with effect from 30th September 2024.

M/s. Dagliya & Co, Chartered Accountants, Chennai, (Firm registration No. 671S) were appointed as statutory auditors of the Company at the 62nd annual general meeting held on 30th September 2024 to fill the casual vacancy caused and to hold office for a term of five years till the conclusion of 67th 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 2024-2025 has been carried out by S.A.E. & Associates LLP, Company Secretaries, and the report is annexed as Annexure - 3.

Pursuant to provisions of Regulation 24A of SEBI LODR, 2015 and section 204 of the Companies Act, 2013, the Board has recommended to the shareholders of the Company, the appointment of S.A.E. & Associates LLP, Company Secretaries, holding FRN - L2018TN004700 as Secretarial Auditors of the Company for a period of 5 years from FY 2025-2026 to FY 2029-2030.

(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.

14. 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. The explanation / comments to observations as detailed out in the Secretarial Audit Report of the Company are as follows:

S.NO	OBSERVATION	MANAGEMENTS REPLY
1	The management discussion and analysis report did not form part of the annual report of the Company for the financial year ended 31st March 2024.	The Company did not have any income from operations. Hence such report is not annexed to the Annual Report of the Company. However, the Management takes note of this omission and will be rectified in the coming years.
2	The limited review or audit report of the Listed entity submitted to the stock exchange during the Review period upto 30th September 2024 has not been given by an auditor who subjected himself to the peer review process of Institute of Chartered Accountants of India.	Ramalingam & Associates, statutory auditors for FY 23-24 have resigned w.e.f 30th September 2024. Dagliya & Co, Chartered Accountants have been appointed as statutory auditors and they hold a valid peer review certificate.

15. 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.

16. 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.

17. 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 Companys 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.

18. 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.

19. RISK MANAGEMENT:

The elements of risk threatening the Companys existence are very minimal. The Risk Management committee is not applicable since the same is mandatory only for top 1000 listed Companies and high value debt listed entity.

20. 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 28th 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 63rd Annual General Meeting.

21. REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance is annexed to this report as Annexure 1. The Company has complied with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The Certificate obtained from S.A.E. & Associates LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under SEBI LODR is attached to the Corporate Governance report.

22. CORPORATE SOCIAL RESPONSIBILITY:

The provisions with respect to Corporate Social Responsibility are not applicable to the company during the period under review.

23. 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.

24. 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 and the company has not received any complaints during the year. 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.

25. 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.

26. SECRETARIAL STANDARDS:

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

27. 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.

28. 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.

29. COMPLIANES 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.

30. ACKNOWLEDGMENT:

Your directors are pleased to place on record their sincere thanks for the kind co-operation and all assistance extended by companys 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
	-Sd-
Place: Chennai	K V Ramana Shetty
Date: August 28, 2025	Chairman
	DIN:01470034