Directors Report of Tips Music Ltd.

Mar 31, 2025

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

The International Monetary Fund''s January 2025 the World Economic Outlook, forecasted India''s growth at 6.5% for financial years 2025-26 and 2026-27, making India the fastest growing major economy in the medium term. According to the Reserve Bank of India, the economy is recovering, driven by strong festive demand and a sustained upswing in rural consumption.

India''s Media and Entertainment (M&E) sector continues to be a significant contributor to the nation''s economy, demonstrating resilience and adaptability in the face of evolving consumer behaviors and technological advancements.

As per the FICCIâEY Media & Entertainment Report 2025 ("Report"), the Indian M&E sector grew by INR 81 billion to reach INR 2.5 trillion, 30% above its pre-pandemic 2019 levels and contributed 0.73% to India''s GDP in 2024. The Indian M&E landscape has undergone a significant transformation with digital media, contributing 32% of the total industry revenues. For the first time in over two decades, digital media has overtaken television to become the largest segment of the sector. Digital platforms have redefined not only the creation, distribution, and monetization of content but also represent the core of the sector.

Segment	2019	2022	2023	2024	2025E	2027E	CAGR 2024-2027
Digital media	308	571	686	802	903	1,104	11.2%
Television	788	726	711	679	676	667	(-)0.6%
Print	296	250	259	260	262	267	0.9%
Online gaming	64	222	236	232	260	316	10.8%
Filmed Entertainment	191	172	197	187	196	213	4.3%
Animation and VFX	95	107	114	103	113	147	12.5%
Live events	83	73	88	101	119	167	18.2%
Out of Home media	51	48	54	59	66	79	10.2%
Music	15	46	54	53	60	78	13.4%
Radio	31	21	23	25	27	30	6.6%
Total	1,922	2,237	2,422	2,502	2,682	3,067	7.0%
Growth		23.3%	8.3%	3.3%	7.2%
All figures are gross of taxes (INR In billion) for calendar years / EYestimates Source: FICCI-EYMedia & Entertainment (M&E) Report 2025

Based on the report, Experiential media which includes online gaming, theatrical revenues, live events and out of home media (OOH), ranked second, contributing 23% to total industry revenues. Digital advertising grew 17% to reach INR 700 billion. Paid music subscriptions grew from 7 million to 10.5 million as music streaming platforms disincentivized free usage. According to the report, the M&E sector is expected to grow to INR 3.07 trillion by 2027

According to the report, Indians spent 4.95 hours per day on phone apps in 2024, a 3.1% growth over 2023. India is among the top five countries worldwide in average time spent. In aggregate, India spent more than 1.1 trillion hours on digital platforms, higher than any other market worldwide, which shows the immense potential for ad funded products and branded content. Total time spent on social media and video consumption increased by 18% in 2024. 462 million Indians were active on social media as of December 2024. 89% of time spent on YouTube was on mobile devices, while 9% was on connected TV, reflecting the growth in its penetration in 2024.

India continued to lag on mobile monetization
	India	Indonesia	US	Brazil	Mexico
Hours Spent (in billions)	1,127	355	323	230	146
Monetization (US$ billion)	0.9	1.0	52.4	1.6	1.1
Sensor Tower j Monetization gross of app store commissions but excluding non-app store driven revenues Source: FICCI-EY Media & Entertainment (M&E) Report 2025

There were approximately 4.8 trillion music streams in 2024, of which 4.6 trillion were free/ ad-supported while 154 billion were paid streams. India heard 13.1 billion music streams every day. Paid subscriptions increased from 7 million in 2023 to around 10.5 million in 2024, as certain platforms stopped ad-supported music consumption, while others like Spotify worked to incentivize free consumers to subscribe for a better experience. On average, there were 12.8 billion paid streams each month in 2024, which equated to over 1,000 streams per paid user per month. Audio subscription revenues more than doubled in 2024 to reach INR7 billion on the back of significant industry efforts to grow the paid subscriber base.

Of the total streams, around 63% were related to film. Hindi was the top language for music consumption on digital media, accounting for 64%, followed by South Indian languages with 18% of streams, and the remaining 18% came from other languages, led by Punjabi music with 7% and Bhojpuri music with 3%. As the top ad-based platform, YouTube continued as the preferred platform for music consumption. In India, 4 of the top 10 most subscribed YouTube channels are music channels. As per the Social Blade report, as on December 16, 2024, Tips official ranks among the top 5 music companies in terms of YouTube subscription with 71 million subscribers and video views with 43 million subscribers.

MUSIC

The report indicates that the Indian music segment saw a 2% decline in revenues, reaching INR 53 billion in 2024 owing to the shutdown of some streaming platforms, push to convert free consumers to paid consumers on digital platforms and lower streaming royalty rates. However, performance rights, publishing revenues and other music revenues like live events, artist and management grew in 2024.

Digital licensing garnered 62% of music segment revenues, comprising revenues earned from music streaming platforms, YouTube, social media platforms and telecom operators. Other licensing revenues, which include music labels'' share of performance and publishing rights, sync, physical sales, etc. were largely flat at 24% of total revenues in 2024. Other income grew to 13% of total revenues as live events, artist management and brand revenues grew.

BUSINESS OVERVIEW

TIPS MUSIC, one of India''s leading entertainment companies, has been engaged in the business of creation and acquisition of audio-visual content for music and monetization content library digitally in India and overseas through licencing on various platforms. Our large and diversified music library has a collection of over 34,000 songs across all genres and major languages. The Company has a widespread presence across leading global digital platforms such as YouTube, Spotify, Jio Saavn, Apple Music, Amazon Prime etc. As for March 2025, Tips Official has 1171 million subscribers across its channels and received 228.3 billion views.

FINANCIAL RESULTS

During the year under review, the Company''s total revenue, including other income was INR 32,96796 lakhs, higher by 28.80% over the previous year''s revenue of INR 25,595.82 lakhs. The Net Profit after Tax for the year was INR 16,656.15 lakhs, higher by 30.98% as compared to INR 12,716.70 lakhs in the previous year.

The highlights of the Financial Results of the Company for the year under review, along with the figures for the previous year, are as follows:

(INR in Lakh)
Particulars	2024-25	2023-24
Revenue from Operations	31,068.73	24,158.07
Other Income	1,899.23	1,43775
Total income from operations	32,967.96	25,595.82
Profit from operations before Depreciation, Interest and Taxation	22,568.19	17,284.69
Less: Depreciation	219.57	19712
Less: Finance Cost	30.39	34.85
Profit before Provision for Taxation	22,318.23	17,052.72
Less: Provision for Taxation
Current Tax	5,668.87	4,325.00
Current tax for earlier period	(11.44)	0.00
Deferred Tax	4.65	11.02
Profit/(Loss) after Taxation	16,656.15	12,716.70
Other Comprehensive income/ (Expenses)	15.66	(3716)
Total Comprehensive Income for the period	16,671.81	12,679.54
Share Capital	1,278.32	1,284.27
Reserves & Surplus	19,675.84	16,665.62

PERFORMANCE REVIEW

TIPS MUSIC is confident that its music business will continue to deliver consistent growth and revenue. The Company has always been at the forefront of leveraging latest technology and innovation in the industry. The music library of the Company is one of the most exhaustive in the industry comprising a collection of evergreen and rich content of over 34,000 songs, which are available for streaming and download across leading digital streaming platforms like YouTube, Spotify, Jio Saavn, Apple Music. etc.

During the financial year 2024-25, the Company has released 443 new songs. The music revenue for FY 2024-25 was INR 31,068.73 lakhs as compared to INR 24,158.07 lakhs in the previous year, representing an increase of 28.61%.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended March 31, 2025, are provided under Note 38(14) of the Notes to the Accounts of the Financial Statements, which forms a part of this Report.

DIVIDEND

The Company has been actively rewarding its shareholders by returning substantial free cash flow to shareholders. Based on the performance of the Company, the board has declared and paid three interim dividends during the financial year 2024-25. First interim dividend of INR 2 (200%) per equity share, second interim dividend of INR 2 (200%) per equity share and third interim dividend of INR 3 (300%) per equity share, aggregating to a total dividend of INR 7 (700%) per equity share of face value of INR 1/- each fully paid involving total cash outflow of INR 8,948.21 lakhs during the financial year 2024-25.

The Board of Directors did not recommend any final dividend for the financial year ended March 31,2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company''s website at https://website-cms.tips.in/assets/ef265bcf-1 580-4845-8e53-057478556c00.pdf.

RESERVE

During the year under review, the Company has not transferred any amount to the General Reserve. Complete details regarding the movement in Reserves and Surplus are provided in the Statement of Changes in Equity, which forms a part of this Report.

SHARE CAPITAL

At the beginning of the financial year 2024-25, the paid-up equity share capital of the Company was INR 12,84,26,590 divided into 12,84,26,590 equity shares of face value of INR 1 each.

During the financial year, the Company bought back 5,95,000 fully paid-up equity shares of face value of INR 1 each of the Company, representing 0.46% of the total issued and paid-up equity share capital of the Company at a price of INR 625 per equity share, payable in cash, for an aggregate amount of up to INR 37,18,75,000. The Company has extinguished all 5,95,000 equity shares. Consequently, the paid-up equity share capital of the Company has been reduced to INR 12,78,31,590 divided into 12,78,31,590 fully paid-up equity shares of face value of INR 1/- each.

During the year the Company has not issued any Equity Shares with differential voting rights, Sweat Equity Shares and Employee Stock Options.

As of the date of this report, the paid-up equity share capital of the Company was INR 12,78,31,590 divided into 12,78,31,590 equity shares of INR 1 each.

NAME CHANGE OF THE COMPANY

Pursuant to the demerger of the film division, the Company felt that its name should reflect the core object of the company''s current music business. Accordingly, name of the Company has been changed from "Tips Industries Limited" to "Tips Music Limited." The change became effective on September 12, 2024, upon issuance of a fresh Certificate of Incorporation by the Ministry of Corporate Affairs, consequent to the change of name.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate and joint venture company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL â¢ Re-appointment of Directors:

In accordance with Section 152 of the Companies Act, 2013 ("Act"), Mr. Girish Taurani (DIN: 08695775), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The tenure of Mr. Kumar Taurani (DIN: 00555831) as the Chairman and Managing Director, Mr. Girish Taurani (DIN: 08695775) as Executive Director and Mr. Ramesh Taurani (DIN: 00010130) as Executive Director of the Company will expire on May 31, 2025. The Nomination and Remuneration Committee and Board of Directors at their respective meetings held on April 23, 2025, recommended and approved their re-appointment for a further period of five years w.e.f. June 1, 2025 subject to the approval of members at the ensuing 29th Annual General Meeting. The terms and conditions for their re-appointment are provided in the Explanatory Statement which forms a part of the Notice of the 29th Annual General Meeting of the Company.

Necessary disclosures as required under the Act, SEBI Listing Regulations, and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are provided in the said Notice.

â¢ Appointment of Independent Directors

The Members of the Company, at the 28th AGM of the Company held on July 26, 2024, approved the appointment of Mr. Rajan Singh (DIN: 05339297) as a Non-Executive Independent Director for the first term of five consecutive years commencing from April 30, 2024.

Mr. Chandrashekar Ponnuswamy (DIN: 07925188) was appointed as a Non-Executive Independent Director for the first term of five consecutive years commencing from October 16, 2024, by way of Postal Ballot on December 1, 2024.

â¢ Resignation of Independent Directors

Mr. Amitabh Mundhra (DIN: 00014227) resigned from the post of Independent Director of the Company with effect from closure of business hours on April 29, 2024 due to other commitments.

Mr. Shashikant Vyas (DIN: 00237150) resigned from the post of Independent Director of the Company with effect from closure of business hours on August 27, 2024 due to pre-occupation.

The Board places on record its sincere appreciation for their invaluable contribution and guidance provided by both Mr. Mundhra and Mr. Vyas during their tenure with the Company.

â¢ Declaration from Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

In the opinion of the Board, they fulfil the condition for appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

During the year under review, Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board and Committees of the Company.

â¢ Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company as prescribed under Section 203 of the Act. The Key Managerial Personnel of the Company as on March 31,2025 are Mr. Kumar Taurani, Chairman and Managing Director, Mr. Ramesh Taurani, Executive Director, Mr. Girish Taurani, Executive Director, Mr. Hari Nair, Chief Executive Officer, Mr. Sushant Dalmia, Chief Financial Officer and Ms. Bijal Patel, Company Secretary.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on our website at https://website-cms.tips.in/assets/7a1 8ea89-a3f7-461 8-bb02-4ba83a8a8c19.pdf.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Company has conducted the Annual Performance

Evaluation process, evaluating the performance of the Board, its committees and all individual directors (including Independent Director, Non-Independent Director & Chairman). The criteria of evaluation have been explained in the Corporate Governance Report, which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2025; the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) they 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 as at March 31, 2025 and of the profit of the Company for that period;

c) they 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;

d) they have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS â¢ Board Meetings

The Board of Directors of the Company met five times during the financial year 2024-25 The dates of the Board meeting and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms a part of this Report.

â¢ Committees of the Board

With a view to have a more focused attention on the business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms a part of this Report.

AUDITORS AND THEIR REPORTS STATUTORY AUDITORSâ¢ Appointment of Statutory Auditors

The Members of the Company, at the 28th AGM held on July 26, 2024 approved the appointment of M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W), as the Statutory Auditors of the Company, for a period of five years, to hold office till the conclusion of the 33rd AGM to be held for the financial year ended March 31,2029.

â¢ Statutory Auditors'' Report

The Reports given by the Statutory Auditors on the Financial Statements of the Company for financial year 2024-25 do not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

SECRETARIAL AUDITORS

â¢ Appointment of Secretarial Auditor

In accordance with the provisions of Section 204 of Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment of M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, (Firm Registration No. P1996MH055800) as Secretarial Auditor of the Company, commencing from April 1, 2025, for a period of 5 consecutive financial years and fix their remuneration, subject to approval of the Shareholders of the Company in the ensuing 29th Annual General Meeting of the Company. Accordingly matter with respect to appointment is proposed in the Notice of 29th Annual General Meeting.

â¢ Secretarial Audit Report

In terms of Section 204 of the Act, a Secretarial Audit Report is provided by the Secretarial Auditor, in Form MR -3, as Annexure -A to this Report.

â¢ Annual Secretarial Compliance Report

In accordance with Regulation 24A of the of the SEBI Listing Regulations, a Secretarial Compliance Report for the financial year ended 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, that would require disclosure in the in the Director''s report.

COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Act read with rules made thereunder, M/s. Grant Thornton Bharat LLP and M/s. Maheshwari & Co, Chartered Accountants, (Firm Registration No. 105834W) were re-appointed as Internal Auditors of the Company for the financial year 2024-25 to check the internal controls and functioning of the activities and recommend ways of improvement.

Internal audit is carried out periodically and report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

It has documented the procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations have been recognized. Internal control systems ensure the reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

RISK MANAGEMENT

The Company has in place a Risk Management Policy commensurate with the size of the Company, which provides for a robust risk management framework to mitigate and minimize the impact of risks. The Risk Management Committee has been constituted to identify, monitor and report on the potential risks associated with the Company''s business and periodically keeps the Board of Directors apprised of such risks and the measures taken by the Company to mitigate such risks. Accordingly, the Company has identified the risks that can impact its business performance and plans:

â¢ AI Disruption

AI is transforming music production and significantly raising concerns about job displacement and income reduction. AI-generated music can be both a boon and a bane for the music industry. On one side, it opens up new avenues for creativity and democratizes music production, while on the other, it brings forth challenges related to copyright, royalties, and the value of human-created recorded music.

â¢ Declining Physical Sales

According to Global Music Report 2025, Global physical revenues amounted to US$4.8 billion in 2024, declined by 3.1% in 2024 after rising by 14.5% in 2023. CD and music video revenues fell

by 6.1% and 15.5% respectively in 2024. These declines were partially offset by vinyl, which grew revenues by 4.6% and marked the format''s 18th consecutive year of growth.

â¢ Declining Revenue

As per the FICCI - EY Report, the Indian music segment declined by 2% and Digital revenues fell by 11% from 68% of total revenues in 2023 which significantly impacted overall music monetization due to shutdowns of some streaming platforms, reduced per-stream rate, and slow growth of paid subscribers.

of songs, making music consumption incredibly convenient and on-demand. Streaming has become the dominant revenue source for the music industry, shifting the earnings model from album sales to royalties based on streams. In 2024, paid subscriptions grew from 8 million to 10.5 million, and the average monthly streams per paid user were more than 1,000 for the second consecutive year.

â¢ Piracy and Content Leakage

India''s entertainment industry suffers annual losses of INR 224 billion due to piracy, with 51% media consumers access content from pirated sources as per the EY-IAMAI''s the Rob Report. With high-speed internet and lucrative data plans, consumers can now stream pirated content directly without the need to download files. 76% of those accessing pirated content belonged to the 19 to 34 year age group. Telegram is a widely preferred platform for consumers of pirated content and pirates alike since it allows transfer of files up to 2GB. Pirates also generate income from displaying ads on their social media accounts. Popular social media pages are leveraged to redirect followers to pirated websites.

OPPORTUNITIES

â¢ Rise of Music Streaming

Digital streaming platforms such as Spotify, Apple Music, YouTube, Gaana JioSaavn provide instant access to millions

Streaming platforms shape the listening experience through curated playlists and algorithms. Personalized playlists like Spotify''s "Discover Weekly" or Apple Music''s "For You" use data-driven algorithms to recommend songs based on a user''s listening habits. This has become a crucial tool for artists to gain exposure and grow their fanbase. Streaming platforms are increasingly investing in podcasts to diversify their content offerings and deepen user engagement.

â¢ Short-Form Video Platforms

In 2024, Short-form video platforms like Instagram Reels, and YouTube Shorts dominated the social media landscape and remained at the core of digital content consumption and strategy. Accordingly Instagram Reels Statistics 2025, India has become the largest market for Instagram Reels, with 385.35 million users followed by United States with 166.15 million and Brazil with 135.05 million. YouTube Music and Premium surpassed 100 million subscribers, including trials, in early 2025, as per the YouTube Statistics 2025.

â¢ Live Events & Concert Revenue

Live Events and Concerts rocked the Music Industry in 2024. The organized live events segment grew 15% in 2024, driven by significant growth in ticketed events, government spending, B2B events and weddings. Live events and concert revenue indicate a significant positive impact on the music industry. As per the BookMyShow data cited in the EY report revealed that over 30,000 live events were hosted across 300 Indian cities in 2024. In Coldplay''s ''Music Of The Spheres'' concerts in Ahmedabad, the two-night event attracted over 2.22 lakh fans and generated an estimated economic impact of INR 641 crore.

OUTLOOK

The music industry is constantly evolving and innovative by exploring alternative monetization avenues to diversify their income streams. Due to the expansion of smartphones, growth in the Subscription Video on Demand (SVOD) base, higher publishing and performance revenues as compliance levels increase, the M&E segment is expected to grow at a 13% CAGR over the next three years to reach INR 78 billion.

Music is part of the broader content industry that comprises news, television serials, films, and music. Each of these sub-segments has their own economic attributes and appropriate monetization methods. Many factors determine the value of content. Content that can be monetized multiple times naturally commands greater economic value. Music ranks at the top of the content pyramid when ranked on repeated monetization.

Once aired, news bulletins and TV serials lose relevance very quickly. Viewers rarely revisit such content. Films hold a special appeal and can be repeatedly aired. Superhit films may be viewed multiple times by audiences. Such films attract audiences even many years after release.

Record labels remain a cornerstone of the music industry and are increasingly adopting new technologies, such as artificial intelligence and blockchain, to improve their operations and connect with fans. AI-powered algorithms analyze large amounts of data to identify patterns and make personalized recommendations. Platforms like Spotify, YouTube, or Apple Music, and social networks like Instagram or TikTok use highly developed algorithms to suggest content based on each user''s tastes and behaviors. Vinyl and cassette comebacks blend nostalgia with modern-day innovation due to their unique listening experience and cultural significance.

Indian music is gaining international recognition and accessibility through global streaming platforms, driven by rising international fanbases and boosting the industry''s revenue and expansion. As a result, export revenues are expected to reach INR 9 billion by 2027 Globalization brings both opportunities and opens up new markets for Indian music industry.

As internet access spreads, especially in rural areas, even more people will start listening to music online. This will open up new markets and bring Indian music to a larger audience. Moreover, the personalized playlists and recommendations on these platforms will make the listening experience more engaging.

HUMAN RESOURCES

TIPS MUSIC has always believed that its people are its most valuable assets. The Company ensures that all its employees enjoy a safe and healthy working environment. The Company has a strong emphasis on values based on integrity, excellence, and passion. We have always had a mutually respectful and appreciative relationship with all our employees.

As of March 31, 2025, the number of employees on the payroll of the Company were 59.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - B to this Report. Further, the information pertaining to Rule 5(2) & 5(3) of the

aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by email to [email protected].

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Act, the Board of Directors of the Company has framed the Whistle-Blower Policy/Vigil Mechanism Policy for Directors and employees of the Company to report their genuine concerns. The Policy is made available on the website of the Company at https://website-cms.tips.in/assets/ ddb003f9-b481-466e-a77f-20806f8ff1b3.pdf.

RELATED PARTY TRANSCATIONS

The policy on Related Party Transactions as approved by the Board is made available on the website of the Company at https://website-cms. tips.in/assets/8b955ad6-378e-4302-a8f6-41 771c612d4d.pdf. The Policy was amended to align it with the amendments in the SEBI Listing Regulations.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm''s length basis and the same were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

In pursuance to Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are provided in Form AOC -2 as Annexure - C to this Report.

DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of financial year or the previous financial years. The Company did not accept any deposit during the year under review.

LOANS, GUARANTEES, OR INVESTMENTS

The particulars of Loans, Guarantees, and Investments made during the year under review are disclosed in the Financial Statements read together with notes, which forms part of this report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

â¢ Conservation of energy

The particulars as required under the provisions of Section 134(3)(m) of the Act, read with rule 8 of the Companies (Accounts) Rules 2014, in respect of conservation of energy, have not been provided, considering the nature of activities undertaken by the Company during the year under review.

â¢ Technology absorption

During the year under review, the Company has not absorbed or imported any technologies.

â¢ Foreign exchange earnings and outgoings

Details of foreign exchange earnings and outgoings of the Company made during the year are provided in Notes to the Financial Statement.

CORPORATE GOVERNANCE REPORT

A separate report on Corporate Governance is provided in a separate section of this report together with the Certificate from the Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Act read with rule made thereunder. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this report.

The Board has framed a CSR Policy for the Company, on the recommendations of the CSR Committee, and the is made available on the website of the Company at https://website-cms.tips.in/assets/ a8054d71-4ff4-454d-8111-faa54116e2ae.pdf.

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in Annexure - D to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2025 is provided in a separate section, forms part of this Report and is also made available on the website of the Company at https://tips.in/annual-reports.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025, in form MGT -1 is made available on the website of the Company at https://tips.in/annual-returns.

MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE OF THE COMPANY

The Company maintains its books of accounts at 402, Everest Classic, Plot no. 390, Linking Road, Khar - West Mumbai 400052, Maharashtra, India.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, your Company has not received any complaint pertaining to sexual harassment.

The Company has arranged an interactive awareness workshop in this regard for employees during the year under review.

OTHER DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

â¢ There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and date of this Report;

â¢ There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future;

â¢ There were no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 and there was no instance of one-time settlement with any bank or financial institution.

â¢ The Company does not have holding company or subsidiary company, hence the provisions of Section 191(14) of the Act relating to receipt of remuneration or commission by the Managing Director and Executive Director from such entities, are not applicable.

â¢ There has been no change in the nature of business of the Company;

â¢ There was no revision of the financial statements and the Board''s Report of the Company during the year under review.

CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include changes in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

Mar 31, 2024

The Board of Directors are delighted to present the twenty-eighth Annual Report along with Audited Financial Statements for the financial year ended March 31,2024. The Management Discussion and Analysis is also included in this Report.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

According to IMF''s World Economic Outlook (October 2023), India overtook the UK as the fifth largest economy in nominal US$ market exchange rate terms in 2021 (FY22) due to its strong economic foundations, thriving domestic demand, careful financial management, high saving rates, and favourable demographic trends. It is projected to become the world''s third largest economy by 2027 (FY28), crossing Germany and Japan.

Traditionally, the Media and Entertainment (M&E) sectors growth has been outperforming the nominal GDP growth rate of India. As per the FICCIâ EY Media & Entertainment (M&E) Report 2024, the Indian M&E sector grew by 8% in CY2023 to INR 2.3 trillion (US$279 billion), 21% above its pre-pandemic levels. While television remained the largest segment, digital media is expected to overtake Television in 2024. The M&E sector is expected to grow 10.2% in CY2024 to reach INR 2.55 trillion and then grow at a CAGR of 10% to reach INR 3.08 trillion by 2026.

Except for TV, all M&E segments grew in 2023. Digital media and gaming grew by INR 122 billion and consequently, increased its contribution to the M&E sector from 20% in 2019 to 38% in 2023. Digital advertising grew 15% to reach INR 576 billion, or 51% of total advertising revenues. Consumption trends continued to favor digital media, social media, video and audio streaming and online gaming. Digital media continues to remain essential in shaping the future of the M&E Industry.

	2019	2022	2023	2024E	2026E	CAGR 2023-2026
Television	787	709	696	718	766	3.2%
Digital media	308	571	654	751	955	13.5%
Print	296	250	260	271	288	3.4%
Online gaming	65	181	220	269	388	20.7%
Filmed entertainment	191	172	197	207	238	6.5%
Animation and VFX	95	107	114	132	185	175%
Live events	83	73	88	107	143	176%
Out of Home media	39	37	42	47	54	9.3%
Music	15	22	24	28	37	14.7%
Radio	31	21	23	24	27	6.6%
Total	1,910	2,144	2,317	2,553	3,081	10.0%
Growth		21%	8%	10%

All figures are gross of taxes (NR in billion) for calendar years / EY estimates

Source: FICCI-EYMedia & Entertainment (M&E) Report 2024

MUSIC

India''s recorded music industry has grown rapidly in recent years and has been described as ''the sleeping giant'' of global music markets. The sonic landscape of the Indian music industry underwent a profound transformation in the year 2023. Despite the challenges, India''s music publishing industry has shown promising growth. At the heart of this musical revolution is the influence of online music streaming platforms.

With the rise of streaming services, focus on regional and independent music, emphasis on user-generated content, blockchain, AR, VR, IoT licensing, copyright reforms and stakeholder collaboration, the Indian music industry is rapidly evolving. These innovations and opportunities offer huge potential for labels, artists and consumers. As technology advances and consumer preferences evolve, India''s music distribution landscape is likely to become more accessible, diverse and engaging, creating new ways for artists to connect with their audiences and thrive in the digital age.

Music streaming platforms are key players in the Indian market. The recorded music industry in India grew 10% to reach INR 24 billion as some music OTT platforms went pay and stopped or reduced their free services. 87% of revenues were earned through digital means. Music streaming''s reach is only 185 million and paying subscribers are only 8 million. This provides substantial headroom to grow volumes as well as value. India is likely to be the market at the centre of attention of all large global music companies for this decade.

Music has the power to evoke powerful emotions and feelings in us that can shape our moods and outlooks on life. It''s the key to unlocking the emotional power of sound and has a substantial impact not only on mood, but also on mind, body and overall health. As per IFPI''s ''Engaging with Music'' 2023, a study that explores the ways that fans listen to, discover, and engage with music around the world, 71% of people say music is important to their mental health.

KEY ASPECTS OF THE MUSIC INDUSTRY

â¢ Value of content

Many factors determine the value of content. Content that can be monetized multiple times naturally commands greater economic value. Music ranks at the top of the content pyramid when ranked on repeated monetization.

At end consumer prices | Does not include electronic products with embedded music.

Source: FICCI-EY Report 2024

Most importantly, Indian''s spent 24.4 hours per week listening to music which is 18% higher than the global average of 20.7 hours. It is expected that Industry revenues will surpass INR 37 billion by CY2026 on the back of increasing digital revenues and performance rights.

Music lovers can be very passionate about their favorite music and may listen to their favourite songs multiple times a week. It is entirely possible that listeners hear their favorite songs thousands of times over their lifetimes.

â¢ Intellectual Property Rights (IPR)

The Copyright (Amendment) Act, 2012 protects music copyrights for 60 years in India. This is the longest period of protection when compared to any other type of intellectual property rights. In the United States, music copyrights are protected for much longer periods.

IPR protection for such long durations allows music labels to exploit multiple monetization strategies over time. Catalogues benefit from technological evolution, inflation, and increased market penetration over such long periods.

â¢ Impact of Internet

The internet has made it possible to access the entire global audience for content with minimum intermediation. Physical distribution channels for selling cassettes, CDs and DVDs have been disrupted. In today''s digital world, every content owner can directly connect with the end consumer via the internet. This ability to reach large audiences directly has improved terms of trade for content owners vis-a-vis distributors and other content aggregators.

â¢ Social Media

The M&E Industry is embracing the changes brought by social media. From music, movies, and podcasts to TV shows, video games and social media has quite an impact on the M&E Industry. Social media has created new revenue streams by enabling monetization of content, which has led to the democratization of entertainment. Streaming services have also created new markets for independent filmmakers, musicians, and creators, leading to a rise of new voices and perspectives in M&E Industry.

FACTORS AFFECTING GROWTH OF MUSIC INDUSTRY TODAY

â¢ Convenience

Until the first decade of the current century, music lovers had to carry devices such as Walkmans or iPods or USB drives to hear music on the go. These and other functions have now converged

into a single device; the smartphone. Listeners no longer need to carry separate devices; smartphone apps make music available 24x7 with a tap and a swipe.

â¢ Rising Data Consumption

The Ericsson Mobility Report- November 2023 (EMR) estimates that data usage per smartphone will increase from 31 GB/ month in 2023 to 75 GB/month in 2029. The report estimates total Mobile Data Traffic to grow at 16% CAGR between 2023 and 2029 in India. FICCI''s M&E Report 2023 states that 58% of all video consumption was driven by music videos. Rising data consumption provides a tailwind for growth.

â¢ More Subscribers

As per EMR, there were 95 crore smart phone subscriptions in India, Nepal and Bhutan in 2023 compared to 81 crore in 2021. This number is expected to touch 118 crore in 2029. According to TRAI, current tele-density in rural areas is only 59.5%. A lot of people are yet to be connected to smartphones and the Internet, so there is huge headroom for growth.

â¢ Faster Networks and Cheap data

5G subscriptions are expected to grow from 13 crores at the end of 2023 to 86 crores in 2029. Higher speeds provide seamless user experience and improve adoption. Upgrading to faster connections will continue to drive an increase in content consumption. Total mobile phone connections are expected to grow to 127 crores in 2029. Given such low costs, data prices are no longer a hindrance to adoption of mobile Internet. EMR estimates data usage per smartphone to increase from 31 GB/Month in 2023 to 75GB/Month in 2029. Smart phones and video drive data consumption.

â¢ Focus on User Generated Content

User Generated Content has become a major driver in the music industry. With the rise of social media and video platforms like YouTube and Instagram Reels, users are creating and sharing music covers, remixes and original compositions. Several record labels and streaming services have also started working with content producers using User Generated Content to promote music and reach audiences. In the future, User Generated Content

is likely to play a more important role in music distribution as platforms and artists actively encourage and use user-generated content to reach a wider audience and create a more interactive music experience.

â¢ Focus on regional and independent music

India is a diverse country with a rich musical heritage. Regional music, including folk, classical and indigenous genres, has a significant following in India. With the rise of streaming services, there have been renewed efforts to promote regional and independent music. Several platforms have curated playlists and dedicated regional music sections that allow artists to showcase their talent and connect with niche audiences. Independent music has also gained recognition as artists use social media and digital platforms to distribute their music, gain followers and monetize their content. This trend is likely to continue in the future as support for regional and independent music grows, leading to a more diverse and inclusive music scene in India.

BUSINESS OVERVIEW

TIPS, one of India''s leading entertainment companies, has been engaged in the business of creation, acquisition and exploitation of audio-visual content of music library digitally in India and overseas through licensing on various platforms. One of the strongest assets of TIPS is its rich and evergreen music collection. Its large and diversified music library has a collection of over 30,000 songs across all genres and major languages. The Company has a widespread presence across leading global digital platforms such as YouTube, Spotify, Jio Saavn, Resso, Apple Music. Amazon Prime etc. As of March, 2024 on YouTube, Tips Music has more than 97 mn subscribers across its channels and received 194 billion views.

FINANCIAL RESULTS

During the year under review, the Company''s total revenue, including other income was INR 25,595.82 lakhs, higher by 33.22% over the previous year''s revenue of INR 19,213.76 lakhs. The Net Profit after Tax for the year was INR 1,2716.70 lakhs, higher by 66.18% as compared to INR 7,652.16 lakhs in the previous year.

The highlights of the Financial Results of the Company for the year under review, along with the figures for the previous year, are as follows:

(INR in Lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	24,158.07	18,678.12
Other Income	1,43775	535.64
Total income from operations	25,595.82	19,213.76
Profit from operations before Depreciation, Interest and Taxation	17,284.69	17,213.92
Less: Depreciation	19712	132.59
Less: Finance Cost	34.85	28.61
Profit before Provision for Taxation	17,052.72	10,564.90
Less: Provision for Taxation
Current Tax	4,325.00	2,694.00
Taxes in respect of earlier years	-	233.42
Deferred Tax	11.02	(14.68)
Profit/(Loss) after Taxation	12,716.70	7,652.16
Other Comprehensive income/ (Expenses)	(3716)	(1.80)
Total Comprehensive Income for the period	12,679.54	7,650.36
Share Capital	1,284.27	1,284.27
Reserves & Surplus	16,665.62	12,333.82

PERFORMANCE REVIEW

TIPS is confident that its music business will continue to deliver consistent growth and revenue. The Company has always been at the forefront of leveraging latest technology and innovation in the industry. The music library of the Company is one of the most exhaustive in the industry comprising a collection of evergreen and rich content of over 30,000 songs, which are available for streaming and download across leading digital marketplaces like iTunes and Google Play, as well as popular streaming platforms like YouTube, Spotify, Jio Saavn, Resso, Apple Music. etc.

During the financial year 2023-24, the Company has released 733 new songs. The music revenue for financial year 2023-24 was INR 24,158.07 lakhs as compared to INR 18,678.12 lakhs in the previous year, representing an increase of 29.34%.

The rise of YouTube has made a significant impact on the revenue streams of the music industry. In the last five years. YouTube views on our channel, Tips Official, have grown from 26.6 billion in FY 20 to 193.9 billion in FY 24.

DIVIDEND

The Company has been actively rewarding its shareholders by returning substantial free cash flow to shareholders. Based on the performance of the Company, the Board has declared and paid three interim dividends during the financial year 2023-24. First interim dividend of INR 1 (100%) per equity share, second interim dividend of INR 2 (200%) per equity share and third interim dividend of INR 3 (300%) per equity share, i.e. aggregating to a sum of INR 6 (600%) per equity share of face value of INR 1 each fully paid involving total cash outflow of INR 7,705.60 lakhs during the financial year 2023-24.

The Board of Directors did not recommend any final dividend for the financial year ended March 31,2024.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website at https://tips.in/wp-content/uploads/2023/11/ Dividend-Distribution-Policy-Annexure-11.pdf

RESERVE

During the year under review, the company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31,2024, please refer to the ''Statement of Changes in Equity'' included in the financial statements of this Annual Report.

SHARE CAPITAL

At the beginning of the financial year 2023-24, the paid-up equity share capital of the Company was INR 12,84,26,590 divided into 1,28,42,659 equity shares of face value of INR 10 each.

â¢ Sub-divided (split) of the equity share

Pursuant to the Special Resolution passed by the Members of the Company by way of Postal Ballot through electronic means on March 27 2023, the Company sub-divided (split) its equity share of the face value of INR 10 each (fully paid-up) into 10 (ten) equity shares of face value of INR 1 each (fully paid-up) and consequent amendment in the existing Clause V (Capital Clause) of the Memorandum of Association of the Company and existing Clause 3 (Capital Clause) of the Association of the Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where the Company is listed i.e. BSE and NSE with effect from April 21, 2023 (Record date).

During the year the Company has not issued any Equity Shares with differential voting rights, Sweat Equity Shares and Employee Stock Options.

As of the date of this report, the paid-up equity share capital of the Company was INR 12,84,26,590 divided into 12,84,26,590 equity shares of INR 1 each.

BUYBACK OF EQUITY SHARES

The Board of Directors at its meeting held on February 28, 2024, has approved a proposal to buyback of up to 5,95,000 (Five Lakhs Ninety Five Thousand) fully paid-up equity shares of face value of INR 1 (Rupee One only) each of the Company representing up to 0.46% of the total issued and paid-up equity share capital of the Company at a price of INR 625 (Rupees Six Hundred and Twenty Five only) per equity share payable in cash for an aggregate amount of up to INR 37,18,75,000 (Rupees Thirty Seven Crores Eighteen Lakhs Seventy Five Thousand Only). The shareholders approved the same on April 4, 2024, by way of a special resolution through postal ballot. Letter of Offer was made to all eligible shareholders. The Buyback offer was commenced from April 26, 2024 and will be closed on May 3, 2024.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate and joint venture company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013, Mr. Kumar Taurani, Director of the Company (DIN: 00555831), is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Accordingly matter with respect to re-appointment is proposed in the Notice of 28th Annual General Meeting.

â¢ Resignation of Independent Director

Mr. Amitabh Mundhra (DIN: 00014227) tendered his resignation from the post of Independent Director of the Company with effect from closure of business hours on April 29, 2024 due to other commitments. The Board places on record its appreciation for the invaluable contribution and guidance provided by him to the Company over the years.

â¢ Appointment of Independent Director

The Board of Directors at its meeting held on April 29, 2024, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Rajan Singh

(DIN: 05339297) as an Additional Director designated Non-Executive Independent Director for a period of five years with effect from April 30, 2024 subject to approval of shareholders. Accordingly matter with respect to appointment is proposed in the Notice of 28th Annual General Meeting.

â¢ Declaration by Independent Directors

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board and Committees of the Company.

â¢ Key Managerial Personnel

During the year, the Board of Directors of the Company its meeting held on September 25, 2023, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Hari Nair, as a Chief Executive Officer of the Company w.e.f. October 1, 2023.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2024 are Mr. Kumar Taurani, Chairman and Managing Director, Mr. Ramesh Taurani, Executive Director, Mr. Girish Taurani, Executive Director, Mr. Hari Nair, Chief Executive Officer, Mr. Sushant Dalmia, Chief Financial Officer and Ms. Bijal Patel, Company Secretary.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website at https://tips.in/wp-content/uploads/2023/11/Criteria-for-makina-pavments-to-non-executive-directors-Annexure-3.pdf

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has conducted the Annual Performance Evaluation process, evaluating the performance of the Board, its Committees and all the individual directors (including Independent Director, Non-Independent Director & Chairman). The criteria of evaluation has been explained in the Corporate Governance Report forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b) They 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 as at March 31, 2024 and of the profit of the Company for that period;

c) They 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;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS

â¢ Board Meetings

The Board of Directors of the Company met eight times during the financial year 2023-24 on April 3, 2023, May 12, 2023, July 25, 2023, September 4, 2023, September 25, 2023, October 18, 2023, January 23, 2024 and February 28, 2024.

â¢ Committees of the Board

The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

AUDITORS AND THEIR REPORTS STATUTORY AUDITORS

â¢ Appointment of Statutory Auditors

M/s. SSPA & Associates, Chartered Accountants (Firm Registration No. 131069W), were re-appointed as the Statutory Auditors of the Company, in the AGM held on September 23, 2019, for a period of five years till the conclusion of the AGM to be held in the year 2024. They have completed ten years as Statutory Auditors of the Company. The Board of Directors place on record their appreciation for the services rendered by M/s. SSPA & Associates as Statutory Auditors.

The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, it is proposed to appoint M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W), as the Statutory Auditors of the Company, for a period of five years, to hold office from the

conclusion of this 28th AGM till the conclusion of the 33rd AGM to be held for the financial year ended March 31, 2029, to the Members for their approval.

Accordingly, an item for appointment of M/s. MSKA & Associates as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the Members. Information about the proposed appointment of statutory auditor is given in the Notice of AGM, which forms part of this Annual Report. The Board recommend their appointment to the Members.

â¢ Statutory Auditors'' Report

The Report given by the Statutory Auditors on the Financial Statements of the Company for financial year 2023-24 does not contain any qualification, reservation or adverse remarks and forms part of this Annual Report.

â¢ Details in respect of frauds reported by auditors

No frauds have been reported by the Statutory Auditors during the financial year 2023-24.

SECRETARIAL AUDITORS

â¢ Appointment of Secretarial Auditors

Pursuant to the provisions of Section 204 read with rules made thereunder, M/s. N.L. Bhatia & Associates, Practicing Company Secretaries (UIN: P1996MH055800), have been appointed to undertake Secretarial Audit of the Company the financial year 2023-24.

â¢ Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure - A.

â¢ Annual Secretarial Compliance Report

In accordance with Regulation 24A of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A Secretarial Compliance Report for the financial year ended 2023-24 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with rules made thereunder, M/s. Grant Thornton Bharat LLP and M/s. Maheshwari & Co, Chartered Accountants, (Firm Registration No. 105834W) were re-appointed as an Internal Auditors of the Company for the financial year 2023-24 to check the internal controls and functioning of the activities and recommend ways of improvement.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. It has documented the procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

RISK MANAGEMENT

The Company has in place a Risk Management Policy commensurate with the size of the Company, which provides for a robust risk management framework to identify and assess risks and take suitable action to mitigate and minimize the impact of such risks. The Risk Management Committee has been constituted to identify, monitor and report on the potential risks associated with the Company''s business and periodically keeps the Board of Directors apprised of such risks and the measures taken by the Company to mitigate such risks. Accordingly, the Company has identified the risks that can impact its business performance and plans:

Copyright infringement remains a challenge for the music ecosystem. An estimated 27% of those surveyed used unlicensed methods to listen or obtain music in the past month, while 23% used illegal stream ripping services. The availability of quick remedies, including blocking orders, to tackle such pirate services is vital to protect the music industry and other creative industries. Furthermore, app stores and ISPs that host such services need to be proactive in recognizing this form of infringement and work with industry bodies to curb piracy. Piracy in the music ecosystem has reduced from 76% in 2018 to 73% in 2022 but is still higher than the global average of 30%.

70% of Indian listeners admitted to using stream-ripping websites, with this percentage being slightly higher among the 16-34 age group who preferred the simplicity and ease of use associated with stream ripping.

We create music content and demand for which depends substantially on user preferences that often change in unpredictable ways. There is no formula that will predict whether a given music will be successful.

OPPORTUNITIES â¢ Digital / OTT Rights

India is second globally in the digital consumption of services, following China. As per the FICCI EY M&E Report 2024, Audio streamers will double from 185 to over 360 million. Paid subscriber base will grow from 75 million to over 15 million.

The market has the potential to grow the number of paid subscribers to 2-2.5x their current volume in three years (15 million) and four to five times in five years (35 to 40 million).

â¢ International Services Take Lead Over Domestic Services

The preferred way to stream music reveals the prevalence of international services over domestic services. 46% of the respondents preferred YouTube for streaming their music, a trend that has continued since 2021, although this year recorded an 11% drop from 2021. This trend is also indicative of the peculiar preference of the Indian respondents to visually engage with music. 20.1% preferred Spotify while 79% preferred YouTube music.

â¢ Rise of Streaming Services

Due to the widespread availability of affordable internet and smartphones, streaming services such as Spotify, Apple Music and JioSaavn have gained significant popularity among Indian consumers. These platforms offer a wide selection of songs, curated playlists and personalized recommendations that make music easily accessible to a wider audience. This offers huge opportunities for artists and labels to distribute their music on these platforms, reach huge audiences and generate revenue through streaming fees.

OUTLOOK

We believe the following secular trends will continue to drive growth in

the recorded music industry.

â¢ Consumer Trends and Demographics

Consumers today engage with music in more ways than ever. In 2022, Indian consumers spent 24.4 hours listening to music each week compared to a global average of 20.7 hours. Data indicates that the hours spent listening to music can grow further. Consumption through paid audio streaming increased from 3.3 hours in 2021 to 4.3 hours in 2022. According to Nielsen, in 2019, teens and millennials in the United States listened to an average of 32.6 and 29.7 hours of music each week, respectively, above the 26.9 hours for all U.S. consumers.

Demographic trends and smartphone penetration have been key factors in driving growth in consumer engagement. Younger consumers typically are early adopters of new technologies, including music-enabled devices.

Music permeates our culture across age groups, as evidenced by the footprint that music has across social media. According to the Recording Industry Association of America ("RIAA"), as of September 2022, 6 out of the top 10 most followed accounts on Twitter belong to musicians, and according to YouTube, the majority of videos that have achieved more than one billion lifetime views as well as the top 10 most watched videos of all time, belong to musicians. Further, according to MusicWatch Inc., 77% of music consumers across all age groups used social media for music in 2021.

The music industry as a whole is currently undergoing a transformation driven by Gen Z. According to Luminate, Gen Z is investing more time and money on music when compared to the average music listener. They spend 21% more hours and spend 18% more money on music annually compared to the average music listener. Gen Z listeners are also 28% more likely to pay for premium music subscriptions. One in four Gen Z listeners who are not currently paying for a streaming service intend to begin paying for one in the next 6 months.

According to a study conducted by visual capitalist in May 2021, 6 of the top 10 influencers across all social media platforms were musicians. As per the Recording Industry Association of America (RIAA), 9 out of 10 social media users do music related social media activity. This new monetization channel is showing great promise.

â¢ Streaming Still in Early Stages

According to MIDIA, global paid music streaming subscribers totaled 7379 million at the end of CY2023 and subscription revenue grew 11.2% to touch USD 13.98 billion. Paying subscribers are expected to cross 1 billion by 2027, mainly led by the Global South. Even at a billion, subscription accounts will represent only 12% of the humans on this planet. In terms of smartphone users, current subscriber numbers represent only 10.5%% of the 6.97 billion smartphone users globally, as per the EMR. The fast-growing population of paying subscribers is still only a small fraction of the reported user bases of large, globally scaled digital services such as Meta Platforms, which reported 3.98 billion monthly active users across its services as of December 2023, and YouTube, which has 2.7 billion users. As of February 01, 2024 YouTube reported having 100 million paying subscribers.

The United States, with a population of under 330 million, generated 1.45 trillion on-demand streams (both audio and video) in 2023, according to Luminate. India produced the second highest number of streams at 1.037 trillion streams, of which 463.7 billion were net new streams. It would be no surprise, If India becomes the largest streaming market by volume in a year or two.

The global music market derives 48.9% of revenues from paid subscriptions. In India, we expect to see advertisement-supported and subscription models co-exist. The evolution of Chinese markets over the past 8 years provides a firm basis for our belief that subscriptions will contribute substantial revenues in the near future.

According to IFPI, in 2013, China was ranked 21st in the world with total music industry revenues of approximately USD 82.6 million. The Indian music industry was much larger with revenues of USD 119.1 million at that time. Piracy in China was estimated to be over 95%. By the end of 2022, the Chinese market was ranked 5th in the world and expected to become the 2nd largest by 2031 as per latest MIDIA research predictions.

â¢ Pricing improvements

Internationally streaming subscription prices had remained flat for over a decade as players focused on penetration. Paid streaming is now entering a new phase as players have started raising prices and curtailed free services in markets such as India.

The FICCI-EY Media & Entertainment Report 2024 expects paid subscribers for music streaming in India to cross 35 to 40 million in the next 4 to 5 years.

As Indian OTT players inch closer towards public listing of their shares, they may opt to focus on subscription revenues. Bundling music with telecom services is also a viable option to reach a much wider but lower income audience.

â¢ Device Innovation

On average people access music in more than 6 different ways according to Universal Music Group. As per IFPI, Indian music listeners employ 11.4 different methods to engage with Music, on average. We believe that the use of multiple devices is expanding listening hours by bringing music into more moments

of consumers'' lives; the different uses that these devices enable are also broadening consumers'' exposure to new and different genres of music. The music that consumers listen to during a commute may be different from the music they listen to while they exercise, and different still from the music they play through a smart speaker while cooking a meal. Smart speakers enable consumers to access music more readily by using their voices. According to PwC, smart speaker ownership is expected to increase at a 38% CAGR from 2018 through 2023, reaching 440 million devices globally in 2023. Smart speakers are fueling further growth in streaming by converting more casual listeners into paid subscribers, drawn in by music as a critical application for these devices. According to Nielsen, 61% of U.S. consumers who use a smart speaker weekly to listen to music currently pay for a subscription as well.

â¢ Format and Monetization Model Innovation

Short-form music and music-based video content has grown rapidly, driven by the growth of global social video applications such as TikTok, which features 15-second videos often set to music. TikTok has reportedly been downloaded more than 4.36 billion times since its launch in 2017 TikTok has reported 1.5 billion monthly active users at the end of 2023. Such applications have the potential for mass adoption, illustrating the opportunity for additional platforms of scale to be created to the benefit of the music and entertainment industry. Short-form music and music-based videos have become popular on social media platforms like Facebook and Instagram too. It illustrates the growing number of pathways through which performing artists and music labels may monetize their content. IMI reports that 19% of time spent on listening to music is on short form video apps, a close second to YouTube which accounts for 22% of such time.

The Media and Entertainment Industry in India continues to undergo transformation. The rapid proliferation of mobile access is enabling on-demand, anytime-anywhere content consumption nationwide. For global players across the M&E value chain looking for a vibrant growth market, India provides an exciting opportunity to reach digitally empowered consumers. India ranks as one of the fastest growing app markets globally, a promising scenario for subscription-based and ad-supported music apps.

HUMAN RESOURCES

TIPS has always believed that its people are its most valuable assets. The Company ensures that all its employees enjoy a safe and healthy working environment. The Company has a strong emphasis on values based on integrity, excellence, and passion. We have always had a mutually respectful and appreciative relationship with all our employees.

As of March 31,2024, the number of employees on the payroll of the Company was 50.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed with this Report as Annexure - B.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the Whistle-Blower Policy/Vigil Mechanism Policy for Directors and employees of the Company to report their genuine concerns.

The Whistle Blower Policy is disclosed on the website of Company at https://tips.in/wp-content/uploads/2023/11/Whistle-Blower-PolicvViail-Mechanism-Policy-Annexure-8.pdf

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms'' length basis and do not have potential conflict with interest of the Company at large.

The contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2 in terms of

â¢ Technology absorption

During the year, the Company has not absorbed or imported any technologies.

â¢ Foreign exchange earnings and outgoings

Details of foreign exchange earnings and outgoings of the Company made during the year are provided in Notes to the Financial Statement.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report forming part of this report.

The Board has framed a CSR Policy for the Company, on the recommendations of the CSR Committee, and the policy is available on the website of the Company at www.tips.in.

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules 2014, including a brief outline of the Company''s CSR Policy, is annexed to this Report as Annexure - D.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2024 has been separately furnished in the Annual Report and forms a part of this Annual Report.

Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed with this Report as Annexure - C.

The Policy on Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https://tips.in/ wp-content/uploads/2023/11/Policy-on-Related-Party-Transactions-Annexure-9.pdf

Members may refer to Note 34(8) to the Financial Statement which sets out related party disclosures pursuant to Ind AS.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY COMPANY

The particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read together with Notes annexed to and forming part of the Financial Statements.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

â¢ Conservation of energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act 2013, read with rule 8 of the Companies (Accounts) Rules 2014, in respect of conservation of energy have not been provided, considering the nature of activities undertaken by the Company during the year under review.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at https://tips.in/annual-returns/.

MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY

During the financial year, the Company has relocated the place to keep and maintain the books of accounts of the Company to a new location at 402, Everest Classic, Plot no. 390, Linking Road, Khar - West Mumbai 400052, Maharashtra, India w.e.f. February 12, 2024.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Committees to redress and resolve any complaints arising under the POSH Act. The Company has in place a Sexual Harassment Policy in line with the requirements of the POSH Act.

OTHER DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

â¢ No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or it''s operations in future;

â¢ No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016, as amended and there is no instance of one-time settlement with any Bank or Financial Institution;

â¢ There has been no change in the nature of business of the Company;

â¢ The Company has no holding company or subsidiary company, hence the provisions of Section 197(14) of the Act relating to receipt of remuneration or commission by the Whole-time Director from holding company or subsidiary company of the Company are not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities, laws, and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include a change in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

Mar 31, 2018

BOARDS REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

The Members

Tips Industries Limited

The Directors are pleased to present the 22^nd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018. The Management Discussion and Analysis is also included in this Report.

OVERVIEW OF THE ECONOMY

India has emerged as the fastest-growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India''s GDP is estimated to have increased to 6.6 percent in FY 2017-18 and is expected to grow at 7.3 percent in FY 2018-19.

The calendar year 2017 was a great year for the Indian economy. Retail inflation was the lowest in almost four decades, the rupee strengthened against the US dollar for the first time in seven years and several reforms such as the Goods and Services Tax (GST), recapitalization of banks and the Insolvency and Bankruptcy Code were implemented. After enjoying the status of the world''s fastest-growing major economy for a couple of years, India was overtaken by China in 2018.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

The Year 2017 has been an eventful year for the Indian Media & Entertainment (M&E) industry. The Indian M&E industry witnessed another year of all-round growth. The Indian M&E sector reached Rs,1.5 trillion (USD 22.7 billion) in 2017, a growth of almost 13 percent over 2016, according to FICCI-KPMG Report.

Segment	CY2016	CY2017	CY2018E	CY2020E	CAGR 2016 - 20
Television	594	660	734	862	9.8%
Print	296	303	331	369	5.7%
Filmed entertainment	122	156	166	192	11.9%
Digital media	92	119	151	224	24.9%
Animation and VFX	54	67	80	114	20.4%
Live events	56	65	77	109	18.0%
Online gaming	26	30	40	68	27.5%
Out of Home media	32	34	37	43	7.7%
Radio	24	26	28	34	8.6%
Music	12	13	14	18	10.6%
Total	1,308	1,473	1,660	2,032	11.6%

All figures are gross of taxes (Rs,. in billion)

Source: KPMG India - FICCI Media and Entertainment Report 2017

Television continued its strong run, on the back of digitization of television homes, and tent-pole properties like the IPL and non-fiction programming, particularly in regional languages. The film segment also led on the growth mainly due to the international revenues generated by Indian films and increased technical competence in the segment with higher investment in VFX, Animation and Post production in lines with global trends.

Print accounted for the second-largest share of the Indian M&E sector, growing at 3 percent to reach Rs,303 billion in 2017. The Events segment continued its strong run, supported by increased below-the-line spends across Tier II and III cities, growth in sports events, premium properties, and activations.

The advent of large OTT platforms in India such as Google, Netflix, Amazon, Eros Now, Jio Cinema etc., have significantly increased the demand for films'' digital rights. Digital revenue generated Rs,8.5 billion for the film segment in 2017, an increase of 40 percent over 2016. Netflix has grown from zero to more than 117 million streaming customers globally over the last decade.

India has now overtaken the US to become the world''s second-largest smartphone market after China. The continuous growth of digital infrastructure and positive policy implementations by the Government have paved the way for the future growth of digital music. 93 percent of people reported using mobile devices for music consumption in 2017, a rise from 85 percent in 2016, according to the Report.

FILM

According to FICCI-KPMG Report, the Indian film industry witnessed a growth of 27 percent due to a combination of high growth in overseas theatrical releases (particularly in China), growth in satellite rights values and domestic box office collections. All sub-segments, with the exception of home video, grew, and the film segment reached Rs,156 billion in 2017. The success in international markets indicates a promising future.

Revenues	2016	2017	2018E	2020E 1
Domestic theatricals	85.6	96.3	103.0	118.0
Overseas theatricals	8.5	25.0	25.0	28.0
Broadcast rights	16.0	19.0	20.0	22.0
Digital/OTT rights	6.0	8.5	10.0	14.5
In-cinema advertising	5.9	6.4	7.5	9.0
Home Video	0.4	0.3	0.2	0.2
Total	122.4	155.5	165.7	191.7

(Gross of taxes, Rs, in billion)

Source: KPMG India - FICCI Media and Enlerlainmenl Report 2017

The Indian film production industry has immensely benefited over the past decade due to multiplex proliferation, decline in piracy due to digitized delivery and growth of regional cinema. Digital movie rights and international box office revenue streams have significantly strengthened the economics for Indian movie producers. However, the domestic theatrical collection has been growing at a slower pace even as multiplexes continue to expand. While on the one hand, top movies are taking away a larger share, on the other, niche content is getting wider acceptance from the audience. For some small budget niche movies, revenue from the sale of digital rights is now equivalent to the box office collections.

As per the Report, the biggest grosser for the year 2017 was Baahubali 2: The Conclusion which was a Tamil-Telugu bilingual dubbed in Hindi. Tiger Zinda Hai, Golmaal Again, Judwaa 2, Toilet Ek Prem Katha, Fukrey Returns and Badrinath Ki Dulhania were the big hits for Bollywood in 2017. The top 50 films contributed approximately 97.75 percent of the total net box office collection. Box office collections of the top 50 films grew by 11.60 percent in 2017. Further, the number of films crossing the Rs,1 billion mark in terms of net box office has also increased in the year 2017 as compared to the previous years.

MUSIC

India is one of the countries where digital music sales have overtaken physical sales. Rising smartphone penetration, affordable mobile data, and the growing adoption of music streaming platforms have been the driver for the music industry''s growth. As per the Report of Media and Entertainment Industry, sales of digital music through digital channels account for approximately 65 percent of overall music sales in India in 2017.

According to the FICCI-KPMG Report, the paid subscriber penetration among online music users is expected to increase to 5 percent and the number of online music listeners in India is projected to reach 273 million by 2020. India is estimated to have 481 million internet users with a 65 percent urban penetration and 20 percent rural penetration. The increasing penetration of private FM radio stations will increase music consumption and increase revenues accordingly. YouTube is one of the most viewed platforms for music. Music videos have the highest viewership on YouTube as compared to other genres, with over 3 billion views.

Despite the high level of consumption, the music industry accounts for less than 1 percent of the Indian M&E Industry. Revenue leakages through piracy, the steady decline of physical formats, disintermediation due to the emergence of new media, price erosion due to disintermediation and high content-acquisition costs have been roadblocks in the industry''s growth.

The internet was not good for the music business due to piracy, but it does drive strength for the broader video entertainment business around the world.

BUSINESS OVERVIEW

Tips Industries Limited (TIPS), one of the most renowned entertainment companies is engaged in the business of Production and Distribution of films and leveraging its Audio content digitally in India and overseas. Mr. Kumar Taurani and Mr. Ramesh Taurani, the co-founders of TIPS, are well-known names in the Indian M&E space with a proven track record of producing films that have a wholesome entertainment for the entire family. TIPS also has one of the largest and diversified music libraries with a collection of over 25,000 songs across all genres and major languages. The Company is also a leading producer of Punjabi films in the country.

With the increased penetration of smartphones and internet to rural areas, there has been an increase in rural population as potential customers. As a result, most digital music companies in India are looking to develop/invest in the regional content library.

FINANCIAL RESULTS

The Company earned total revenue including other income of Rs,4992.85 lakh as compared to the previous year of Rs,6642.26 lakh. The net profit after tax for the year stood at Rs,312.87 lakh as compared to Rs,299.02 lakh in the previous year.

The highlights of the Financial Results of the Company for the year under review along with the figures for the previous year are as follows:

_ (Rs, in Lakh)

Particulars	2017-18	2016-17
Income	4992.85	6,642.26
Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation	1202.69	1,601.70
Less: Depreciation and Interest	802.64	1,171.04
Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items	400.05	430.66
Less: Provision for Taxation
Current Tax	87.18	88.20
Wealth Tax	0.00	0.00
Taxes in respect of earlier years	0.00	43.44

Particulars	2017-18	2016-17
Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items	312.87	299.02
Less: Prior Period Expenses	0.00	0.00
Profit/(Loss) after Taxation	312.87	299.02
Add: Balance Brought Forward	2,721.66	2,606.65
Profit/(Loss) after Taxation available for Appropriation	3,034.53	2,905.67
Transfer to General Reserves	0.00	15.00
Share Capital	1431.87	1,431.87
Reserves & Surplus	5535.87	5,370.36

(Rs, in Lakh)

PERFORMANCE REVIEW

One of the much-awaited multi-starrer action thriller film "Race 3" is under advanced stages of production in the year, which is produced under the banner of Tips Industries Limited & Salman Khan Films and directed by Remo D''Souza, the film features Salman Khan, Anil Kapoor, Bobby Deol, Jacqueline Fernandez, Daisy Shah and others. Race 3 is expected to hit the silver screens on Eid, June 15,2018.

The music library of the Company is one of the most exhaustive in the industry comprising a collection of over 25,000 songs, which are available for streaming and download across the leading industry digital marketplaces like iTunes and Google Play, as well as popular streaming platforms like Saavn and Gaana. The music revenue for FY 2017-18 was Rs,4258.91 lakh as compared to Rs,3195.18 lakh in the previous year.

DIVIDEND AND RESERVES

The Directors recommend a final dividend of 10 percent i.e. Rs,1.00/-(one rupee) per share on fully paid-up Equity Share of Rs,10/- each of the Company. The Board of Directors has not recommended transfer of any amount to General Reserves and amount of Rs,2,887 lakh is retained in the Profit and Loss Account.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31, 2018, stood at 1,43,18,659 Equity Shares.

During the year under review, there is no change in the share capital of the Company, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As of March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, associate and joint venture company.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Ramesh Taurani, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

Re-appointment of Managing Directors

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, at their Meeting held on May 28, 2018, approved the re-appointment of Mr. Kumar Taurani as Chairman and Managing Director and Mr. Ramesh Taurani as Managing Director for a period of three years with effect from June 1, 2018. The Board recommends the reappointment of Managing Directors for your approval.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Mr. Kumar Taurani, Chairman and Managing Director; Mr. Ramesh Taurani, Managing Director; Mr. Ishwar Gursahani, Chief Financial Officer and Ms. Bijal Patel, Company Secretary are the Key Managerial Personnel of the Company.

During the year under review, there was no change in the Key Managerial Personnel of the Company.

The Board of Directors, at their meeting held on May 28, 2018, has appointed Mr. Sunil Chellani as Chief Financial Officer of the Company w.e.f. June 1, 2018, in place of Mr. Ishwar Gursahani who has tendered his resignation from the position of Chief Financial Officer of the Company w.e.f. closure of business hours of May 31,2018.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors had 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 as at March 31,

2018, and of the profit of the Company for the year ended on that date;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS

Board Meetings

The Board of Directors of the Company met four times during the financial year i.e. from April 1, 2017 to March 31, 2018 on May 30, 2017, September 13, 2017, November 29,2017 and February 2, 2018. Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

With a view to having a more focused attention on the business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination, and Remuneration Committee, Corporate Social Responsibility Committee and Buyback Committee.

AUDITORS

Statutory Auditors

M/s. SSPA & Associates, Chartered Accountants, (Firm Registration No. 131069W) were re-appointed as the Statutory Auditor of the Company at the 21^st AGM held on September 13, 2017, to hold the office till the conclusion of 23^rd AGM, subject to ratification by the members at every Annual General Meeting.

However, in accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018, by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Hence, M/s. SSPA & Associates shall continue as Statutory Auditors for the remaining period of the term until the conclusion of the 23^rd Annual General Meeting of the Company.

In the opinion of the Directors, the notes to financial statement are self-explanatory and adequately explain the matters, which are dealt with within the Auditors'' Report. In case of the qualified opinion of the Auditors with respect to non-recognition of deferred tax explained in Note No. 34(15) of the notes to Financial Statements, the statement of the impact of the qualification has been disclosed on the website of the Company.

Secretarial Auditors

Provisions of Section 204 read with rules made thereunder, M/s. N.L. Bhatia & Associates, Practicing Company Secretaries (UIN: P1996MH055800) have been appointed to undertake Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure I and forms part of this Report.

The said report does not contain any observation or qualification which requires any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Internal Auditors

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No. 105834W) as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

RISK MANAGEMENT

TIPS has a well-defined policy to foresee, identify and analyze risks and take suitable action to mitigate and minimize the impact of such risks. Accordingly, the Company has identified the followings risks that can impact its business performance and plans:

Piracy

Piracy, both physical and digital, although declining at the global level, remains a perennial challenge in India''s music industry. Accordingly, the digitally pirated music remained the most popular source of consumption. High content prices, low-income level, and cheaper internet infrastructure are the major factors leading to content piracy. In some of the cases, the films have leaked before their release dates as well. "According" in the cinemas is one of the major sources of the leakage as over 90 percent of new release titles originate from cinemas.

Paid-service model still in the nascent stage

The biggest issue is the general music consumer''s apparent unwillingness to pay for music. India-based streaming services may have amassed over 100 million users, the overall conversion rate to paying is estimated to be around 1 percent.

Less than desirable growth in screens

India still has one of the lowest densities of screens per capita in the world. This under-penetration of screens has resulted in the untapped market potential for the Indian film segment. Increase in screen density and higher access to cinemas across the country could potentially enhance domestic box office collections, improve the return on investment in films and pave the way for greater investment in both the film content and exhibition.

Need for a "single window clearance" for the opening of multiplexes

The cinema owners are required to obtain multiple licenses from different state government departments impacting the opening of screens. The delay in getting license clearance has severely hampered the growth of screens in India over the years. The challenges involved are multi-fold where each state has its own set of license requirements for the operation of cinemas along with the validity of the licenses for a short-term period of only 1-2 years.

OPPORTUNITIES

Anti-piracy regulations

The Government has refocused on the challenge the M&E Industry is facing due to digital piracy. A social media campaign to promote Indian geographical indications (GIs) has been launched by the Cell for IPR Promotions & Management (CIPAM). State governments are also setting up their IP rights unit. The industry is fighting this threat by concerted measures such as conducting raids on pirates, creating more awareness among customers and adopting new paid models to track streaming and downloads on the internet and mobile phones. Industry bodies such as Phonographic Performance Limited (PPL) and Indian Music Industry (IMI) have established vigilance teams to curb music-copyright violations in various cities in collaboration with the local police. The Indian copyright law has provisions for digital right management for protection of the content on digital media environment. The Government has banned various websites that provides online streaming or torrent links to download the pirated content.

Overseas theatricals

The growing popularity of Bollywood films in the overseas markets is another growth opportunity. Overseas theatricals have emerged as an important avenue for producers, giving them an additional safety net. More focus is placed on the Chinese market, as well as the North American market. Overseas theatricals contributed approximately 16 percent to the overall segment''s revenue in 2017, an increase of approximately 3 times from 2016. The Aamir Khan-starring film Dangal became the highest grossing non-Hollywood film in China.

Regional markets

Online ticketing platform Book My Show reported average occupancy of 45-46 percent for regional films last year, compared to around 39-40 percent in 2016. Within the regional space, Gujarati films registered a 44 percent increase over 2016 in terms of transactions on the site, followed by Malayalam films registering a 38 percent rise. Malayalam, Bengali and Marathi cinema did not disappoint this year as well. The share of theatrical revenues from regional films has been rising.

OUTLOOK

Rising income and evolving lifestyles, backed by increasing digitization and higher internet usage, pave the way for the tremendous scope of growth for almost all segments of this industry. These are all positive developments for TIPS as the Company is poised to leverage its experience and expertise of providing wholesome family entertainment to the Indian audiences with its Hindi and Punjabi films, as well as its huge repertoire of digitized music collection across the digital media.

According to the latest report by FICCI-KPGM,the Indian M&E industry is projected to grow at a CAGR of over 11.6 percent over the period FY 2016-21. During this period, and in line with the global trend, sectors like Digital media (24.9 percent), Animation and VFX (20.4 percent), Online gaming (27.5 percent) are projected to grow at a much higher rate than traditional segments like Films (11.9 percent) and Music (10.6 percent).

HUMAN RESOURCES

TIPS has always believed that its people are its most valuable assets. The Company ensures that all its employees enjoy a safe and healthy working environment. The Company has a strong emphasis on values based on integrity, excellence, and passion. It has always had a mutually respectful and appreciative relationship with all its employees.

As of March 31, 2018, the number of employees on the payroll of the Company was 47.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in Annexure II forming part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

The Company has adopted a Whistle Blower Policy/Vigil Mechanism Policy for Directors and employees to report their genuine concerns. Details of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report.

RELATED-PARTY TRANSACTIONS

All transactions with related parties were reviewed and approved by the Audit Committee and Board. The details of the related-party transactions as per Ind AS 24 are set out in Notes to the Financial Statements forming part of this report.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 as Annexure III.

The Company has adopted a Related-Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee is constituted in accordance with the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder.

Considering the aggregate net profit of preceding three financial years and other applicable provisions mentioned in Section 135 of the Companies Act, 2013 read with and Schedule VII of the Companies Act, 2013, the Company is not required to contribute any amount on CSR activities during FY 2017-18.

DEPOSITS

The Company has not accepted any deposits from the public/ shareholders in accordance with Section 73 of the Companies Act, 2013 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

During FY 2017-18, the Company has accepted deposits only from Directors of the Company which are exempted as per the provision of Section 73 of the Companies Act, 2013 read with the Companies

(Acceptance of Deposits) Rules, 2014. The declarations have been obtained from the Directors in terms of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits accepted from Directors are provided in notes to financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of Loans, Guarantees and Investments have been disclosed in the financial statements read together with Notes annexed to and forming an integral part of the financial statements.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 for the financial year ended March 31, 2018, is provided in Annexure IV forming part of this report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

Technology absorption

During the year, the Company has not absorbed or imported any technologies.

Foreign exchange earnings and outgoings

Details of foreign exchange earnings and outgoings of the Company made during the year are provided in notes to financial statement.

OTHER DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future

No complaint received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder

CAUTIONARY STATEMENT

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities, laws, and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include a change in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

Kumar S. Taurani

Chairman and Managing Director

Place: Mumbai (DIN: 00555831)

Date: May 28,2018

Mar 31, 2016

The Members,

Tips Industries Limited

The Directors are pleased to present the 20th Annual Report on the business and operation of the Company together with the Audited Financial Statements for the financial year ended March 31, 2016. The Management Discussion and Analysis is also included in this Report.

OVERVIEW OF THE ECONOMY:

The world economy continued its uphill climb during the year 2015. Geo-political tensions and slow pace of recovery in advanced economies led to the global output rising by 2.4 per cent in 2015, marginally lower than the 2.6 per cent in 2014, according to World Economic Situation and Prospects, 2016, published by United Nations. Other key factors affecting global growth were volatility and rebalancing in the Chinese economy, drop in oil and other commodity prices, slowdown in emerging economies and slow demand pickup in major developed economies.

A major macro-economic event that had a big impact during the year was price of crude oil. This was a year in which the global economy saw a big drop in commodity prices, with crude oil dropping from a high of near USD100 per barrel in October 2014 to sub USD30 in January 2016. While this volatility rocked many oil-producing economies around the world, it was a positive development for oil-importing countries like India.

The Indian economy continued to power ahead during the year, in spite of many challenges. For the second year in a row, India surpassed China to emerge as the fastest growing major economy in the world, with the GDP growth rate of 7.6 per cent. Other challenges included stressed balance sheets of major PSU banks and passage of key reforms, which did affect investor sentiments. On the other hand, inflation largely remained within the desirable limits of the government, largely on account of low commodity prices, especially prices of crude oil. Low crude oil prices also helped in keeping the Current Account Deficit (CAD) under control, allowing the Reserve Bank of India to loosen its monetary policy and lower repo rates.

The outlook for the year 2016 continues to remain optimistic and buoyant. Key agencies have forecast an above average monsoon for the year, a key to rural growth as well as consumption demand in key industries. The government''s focus on reviving infrastructure, manufacturing and housing through long term initiatives that are all expected to aid GDP growth.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY:

The year 2015 was a seminal year in many ways for the Media and Entertainment (M&E) industry. A year that sparked excitement and renewed hope but at the same time a year in which reality came to roost. Lower commodity prices, lower inflation and lower borrowing costs are likely to drive consumerism in the country benefiting the media industry. This resilience is reflected in the performance of the M&E sector which grew by 12.8 per cent from INR1026 billion in 2014 to INR1157 billion in 2015.

The Indian media and entertainment industry : Size								The Indian media and entertainment industry : Projections
Overall industry size (INR billion) (For calendar years)	2010	2011	2012	2013	2014	2015	Growth in 2015 over 2014	2016P	2017P	2018P	2019P	2020P	CAGR (2015 2020)
TV	297.0	329.0	370.1	417.2	474.9	542.2	14.2%	617.0	709.6	823.3	956.8	1097.6	15.1%
Print	192.9	208.8	224.1	243.1	263.4	283.4	7.6%	305.2	329.6	355.9	383.6	412.5	7.8%
Films	83.3	92.9	112.4	125.3	126.4	138.2	9.3%	158.7	174.1	190.0	207.8	227.3	10.5%
Radio	10.0	11.5	12.7	14.6	17.2	19.8	15.3%	23.4	28.4	32.7	37.8	43.3	16.9%
Music	8.6	9.0	10.6	9.6	9.8	10.8	10.2%	12.1	14.0	16.1	18.4	20.6	13.8%
OOH	16.5	17.8	18.2	19.3	22.0	24.4	10.9%	28.3	31.6	35.4	40.0	45.2	13.1%
Animation and VFX	23.7	31.0	35.3	39.7	44.9	51.1	13.8%	58.3	67.1	78.1	91.3	108.0	16.1%
Gaming	10.0	13.0	15.3	19.2	23.5	26.5	12.8%	30.8	34.4	39.0	45.4	50.7	13.9%
Digital Advertising	10.0	15.4	21.7	30.1	43.5	60.1	38.2%	81.1	113.6	153.3	199.3	255.2	33.5%
Total	652	728	821	918	1,026	1,157	12.8%	1,315	1,502	1,724	1,980	2,260	14.3%

Source: KPMG in India analysis, 2016

The government''s Digital India and Smart City initiatives are set to exponentially increase the internet penetration in tier II and tier III cities, revolutionizing businesses and our way of life. India''s estimated internet current user-base of more than 300 million (as of December 2015). One of the critical issues for such limited coverage is the poor broadband coverage in the tier II and III cities.

FILM:

For the M&E industry, the year was a mixed bag. Exhibitors recorded a significant growth in regional and Hollywood film collections, the collection for Hindi films was almost fiat as compared to previous years. This may be an indicator of audiences looking beyond Bolly wood for their entertainment. Bolly wood delivered a handful of films based on superior content that performed well. However, weak contents failed to attract audiences to theatres.

The box office collections for Bolly wood in 2015 were low compared to 2014. In particular, only six of the leading 10 grossing films in 2015 crossed the INR1 billion mark and two crossed the INR2 billion mark as compared to 2014 wherein nine of the leading 10 grosser had collections above INR1 billion.

Domestic theatricals continued to be the main source of revenue with a 73 per cent share in the total revenues for the Indian film industry. In 2015, domestic theatrical revenues grew by 8.5 per cent to reach INR101 billion on the back of an increase in overall footfalls as well as an inflationary growth in average ticket prices.

Film Industry Performance:
Revenues (INR billion)	2011	2012	2013	2014	2015	2016P	2017P	2018P	2019P	2020P	2014-15 (YoY growth)	CAGR (2015 2020)
Domestic theatrical	68.8	85.1	93.4	93.5	101.4	115.8	125.7	136.1	147.6	159.9	8.5%	9.5%
Overseas theatrical	6.9	7.6	8.3	8.6	9.6	11.4	12.4	13.5	14.5	15.6	11.5%	10.9%
Cable and satellite rights	10.5	12.6	15.2	14.7	15.9	18.2	19.8	21.4	23.2	25.1	8.1%	9.5%
Home video	2.0	1.7	1.4	1.2	1.0	0.9	0.8	0.7	0.6	0.6	-14.0%	-12.2%
Ancillary revenue streams	4.7	5.4	7.0	8.4	10.2	12.5	15.4	18.3	21.9	26.1	22.3%	21.1%
Total	92.9	H2.4	125.3	126.4	138.2	158.7	174.1	190.0	207.8	227.3	9.3%	10.5%

Source: KPMG in India analysis

Bollywood Films such as ''Bajrangi Bhaijaan'', ''Tanu Weds Manu Returns'', ''Piku'' and ''ABCD2'' performed very well at the box office due to the strong content. ''Baahubali - a bi-lingual film, created box-office history and set a new standard for filmmakers in India Also, a few Hollywood franchise films such as ''Avengers: Age of Ultron'', ''Fast & Furious 7'', ''Jurassic World'', which got a wider release due to dubbing and release on e-cinema screens, also showed strong performance.

MUSIC:

The music industry continued its shift to digital consumption in 2015. The market size of the music industry is INR10.8 billion in 2015 and is expected to grow to INR20.6 billion by 2020. Digital music now generates revenue of over 55 per cent of the overall size of the music industry in India. Nearly 40 per cent of the music consumed is Bolly wood, 30 per cent is Regional, 10 per cent is Classical and Devotional and 20 per cent is the rest of the market.

The year 2015 saw the music streaming services getting strong traction and clearer business models have begun to emerge for these players. Players like Gaana, Saavan, Hungama, Wynk, Rdio, and Guvera have started to gain increased user traffic on the back of cheaper connectivity, better Smartphone penetration and acceptance of fermium models amongst consumers supplemented by high levels of customer acquisition spend. However, most users are consuming content for free and there has been strong resistance to switching to subscription models. There are an estimated 40 million active consumers in India who stream every month and out of which only about 0.2 million customers are paid subscribers.

BUSINESS OVERVIEW:

Tips Industries Limited (TIPS) is one of the most respected and renowned entertainment companies with presence in music, film production and distribution. Mr. Kumar Taurani and Mr. Ramesh Taurani, co-founder of TIPS, are well known names in the Indian M&E space with a proven track record of producing films that have a wholesome entertainment for the entire family. TIPS also has one of the largest and diversified music library with a collection of over 25,000 songs across all genres and major languages. TIPS owns the RACE franchise, one of the most successful mainstream Hindi film franchise in recent years with a proven success at box office. The Company is also a leading producer of Punjabi films in the country.

The highlights of the Financial Results of the Company for the year under review along with the figures for previous year are as follows:â

(Rs, in lakhs)

Particulars	2015-16	2014-15
Income	7151.45	10380.54
Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation	1803.47	1664.00
Less: Depreciation and Interest	1422.37	1329.49
Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items	381.09	334.51
Less: Provision for Taxation
Current Tax	77.71	59.13
Wealth Tax	0.00	3.82
Taxes in respect of earlier years	0.00	1.94
Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items	303.39	269.61
Less: Prior Period Expenses	0.00	0.00
Profit/(Loss) after Taxation	303.39	269.61
Add: Balance Brought Forward	2324.88	2302.00
Profit/(Loss) after Taxation available for Appropriation	2628.27	2571.61
Dividend	150.68	153.59
Dividend Tax	30.67	31.27
General Reserves	22.75	20.00
Share Capital	1506.77	1535.86
Reserves & Surplus	5457.41	5489.10

With the increased penetration of smart phones and internet to rural areas, there has been an increase of rural population as potential customers. As a result, most digital music companies in India are looking to develop/invest in regional content library. Music rights are expected to recover on an average about 10 to 15 per cent of the production costs of a film.

FINANCIAL RESULTS:

The Company earned total revenue including other income of Rs, 7151.45 lakhs as compare to the previous year of Rs, 10380.54 lakhs. The net profit after tax for the year stood atRs, 303.39 lakhs as compared to Rs, 269.61 lakhs in the previous year.

PERFORMANCE REVIEW:

During the year 2015-16, TIPS produced and released its Punjabi comedy-thriller film "Ambarsariya" on March 25, 2016. The film is directed by Mandeep Kumar, written by Dheeraj Rattan and stars Diljit Dosanjh, Monica Gill, Navneet Kaur Dhillon, Lauren Gottlieb and others. The film received positive response from audience and got a good opening at U.S. box office in the first weekend.

In the mainstream Hindi films, the Rom-Com film "Loveshhuda", directed by Vaibhav Misra, was distributed by TIPS. The film stars Girish Kumar and Navneet Kaur Dhillon in leading roles. It was released on February 19, 2016.

The outlook for the next year is positive. TIPS is confident that its music business will continue to deliver consistent growth and revenue. With better 3G coverage and the introduction of 4G services, the consumption of digital music is expected to increase significantly over the next few years. The Company has always been at the forefront of leveraging latest technology and innovation in the industry. The music library of the Company is one of the most exhaustive in the industry comprising of a collection of over 25,000 songs, which are available for streaming and download across leading industry digital marketplaces like iTunes and Google Play, as well as popular streaming platforms like Saavn and Gaana. The music revenue for the year 2015-16 was Rs, 4309.86 lakhs as compared to Rs, 3221.78 lakhs in the previous year. In the films business, the Company is actively considering some exciting scripts for short listing.

DIVIDEND:

The Directors recommend final dividend of 10% i.e. Rs, 1.00/- (one rupee) per share on fully paid-up Equity Shares of Rs, 10/- each of the Company. The proposed dividend, subject to approval by the shareholder of the Company at the Annual General Meeting, will absorb a sum of Rs, 150.68 lakhs (Previous Year being Rs, 153.59 lakhs) and Dividend Tax of Rs, 30.67 lakhs (Previous Year being Rs, 31.27 lakhs).

TRANSFER TO RESERVES:

The Company transferred a sum of Rs, 22.75 lakhs to the General Reserve and amount of Rs, 2424.16 lakhs is retained in the Profit and Loss Account.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2015 was 1,53,58,640. Due to the buy-back of 10,39,981 Equity Shares of the Company, as on date, the paid-up share capital of the Company has been reduced to 1,43,18,659 Equity Shares.

- Buyback of Equity Shares:

The Buy-back offer commenced on November 26, 2015 and closed on May 25, 2016. The Company has bought back 10,39,981 Equity Shares from the open market using the nationwide electronic trading facilities of the BSE Limited (''BSE'') and National Stock Exchange of India Limited(''NSE'') from the existing registered shareholders/beneficial owners, other than the Promoters of the Company. The total fund utilized in the Buy-back is Rs, 6,52,95,997.15 (excluding brokerage, transactional charges and taxes) which represents 96.02% of the Maximum Buy-back Size of Rs, 6,80,00,000/- (excluding brokerage, transactional charges and taxes). The highest price at which the Equity Shares were bought back was Rs, 70/- per Equity Share while the lowest price was Rs, 51/- per Equity Share. The Equity Shares were bought back at an average price of Rs, 62.79 per Equity Share. These prices are based on daily reporting by the broker and exclude brokerage, transactional charges and taxes.

- During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture Company.

CORPORATE GOVERNANCE REPORT:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

- Cessation from Directorship:

Mr. Vijay Agarwal, Independent Director of the Company, has resigned from the post of directorship with effect from closure of business hours of August 14, 2015.

The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by him during his tenure as Independent Director of the Company.

- Director Retiring by Rotation:

- Appointment of Director:

Mr. Venkitaraman Subramanian Iyer was appointed as an Additional Director (Non-Executive Independent) of the Company with effect from May 25, 2016 by the Board of Directors and holds office up to the date of this Annual General Meeting under Section 161 of the Companies Act, 2013. The Company has received requisite notice in writing from a member proposing Mr. Venkitaraman Subramanian Iyer for appointment as an Independent Director. The Board recommends the appointment of Mr. Venkitaraman Subramanian Iyer as Independent Director under Section 149 of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to hold office for 5 consecutive years.

- Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

- Key Managerial Personnel:

Mr. Kumar Taurani, Chairman & Managing Director, Mr. Ramesh Taurani, Managing Director, Mr. Ishwar Gursahani, Chief Financial Officer and Ms. Bijal Patel, Company Secretary, were the Key managerial Personnel during the year under review.

BOARD EVALUATION:

DIRECTORâS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors had 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

d. the annual accounts have been prepared on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. that the director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEES MEETING:

- Board Meetings:

The Board of Directors met five times during the financial year ended March 31, 2016 on May 8, 2015, August 14, 2015, November 4, 2015, November 5, 2015 and February 11, 2016. Details of the Board meetings and attendance of the directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

- Committees of the Board:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Buy-back Committee.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website.

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

AUDITORS:

- Statutory Auditors:

M/s. SSPA & Associates, Chartered Accountants, (Firm Registration No: 131069W) who are Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The consent of the Auditors along with certificate under Section 139 of the Companies Act, 2013 has been obtained from the auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

In the opinion of the directors, the notes to financial statement are self-explanatory and adequately explain the matters, which are dealt within the Auditors'' Report. In case of qualified opinion of the Auditors with respect to non-recognition of deferred tax explained in note no. 33 of the notes to Financial Statements.

- Secretarial Auditors:

Provisions of Section 204 read with rules made thereunder, M/s. N.L. Bhatia & Associates, Practicing Company Secretaries (C.P No. 422) had been appointed to undertake Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure I and forms part of this Report.

The said report does not contain any observation or qualification which requires any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

- Internal Auditors:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No: 105834W), as the Internal Auditors of the Company to check the internal controls and functioning of the activities, and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

INTERNAL CONTROL & FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. It has documented the procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations have been recognized. Internal control systems ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

RISK MANAGEMENT:

Risks are an inherent part of any business. The Company has formulated a Risk Assessment and Minimization Policy with regard to risk management to identify risks inherent in business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks. This Policy ensures the sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company''s business.

Some of the risks and threats that the company is exposed to are-

- Piracy:

Piracy is a major risk and bane for the M&E industry globally. The industry has been working relentlessly to reduce this key threat. With the advent of internet and digitization, this threat continues to be a major source of revenue loss for all the stakeholders in the industry. This has a potential to incentivize piracy as people would And it much easier to watch movie on their laptops or mobile than travel to far off theatres. Hence, there is need for a collective, structured, scientific, multipronged and proactive approach to combat piracy.

- Consumer preference shifting to alternate forms of entertainment:

TV, IPL, OTT platforms, live entertainment etc. and other forms of outdoor entertainment such as sports, eating out, etc. may eat into the share of domestic theatricals as an entertainment option.

- Lost opportunities due to the inability to add new screens in a timely manner:

India lags behind on account of screen penetration and lack of infrastructure is leading to a lost revenue opportunity for the industry. This affects the scope of the smaller films to a greater extent. Each meritorious independent film, under marketed or under monetized would be a missed opportunity, not only for that particular film or film maker, but for the entire Indian film industry.

- Ticket pricing:

Increasing ATPs are dissuading the audience from watching the films in theatres. Regions with low ATP prices have witnessed improved occupancy levels and a boost to film business. For instance, the occupancy levels are very high in the south where the ATP prices are capped. Also, the Marathi film industry experienced a boom in the last year due to low ATP prices. Hence, there is need to rationalize the ATP prices to improve the footfalls.

OPPORTUNITIES:

The opportunities observed are based on the trends noticed in past couple of years, which continues to be relevant. Some of the key ones are as follows:

- Digitization:

Digitization has impacted all aspects of the M&E industry right from production to distribution to exhibition to sales of tickets. The next wave of growth in the overall M&E industry is expected to be driven by increased digitization. Over the year, there have been far-reaching changes in the form of availability of low-cost smart devices and dropping data plans. In spite of this, India still has a low internet penetration of around 19 per cent, indicating a huge growth potential. The advent of 4G services, the increasing adoption of 3G in urban areas and 2G in rural areas are all strong signals of the immense growth potential that will be unlocked by digitization.

- Regional Markets:

The year 2014 saw a huge surge in production and release of regional films. From Tamil to Telugu and from Marathi to Punjabi, all the regional film markets performed excellently. The share of theatrical revenues from regional films has been rising from around 12-13% in 2013 to almost 20-21% in 2014, particularly in Tier 2 and Tier 3 cities, as per industry data.

- Overseas Theatricals:

The growing popularity of Bolly wood films in the overseas markets is another growing opportunity. Over the year, new markets like China and Europe have seen a huge surge in interest in Hindi films. However, the share of overseas theatricals is still around 10-25 per cent, much lower than the almost 60 per cent for Hollywood films. As more and more new markets like Lebanon, Burma and Iraq continue to be mesmerized by Hindi films, the overseas theatrical avenue is poised for a big leap.

OUTLOOK:

The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is growing at a rapid pace. The industry has witnessed tremendous growth in the last few years and the growth momentum is expected to continue. Digitization has played a major role in the Indian M&E industry, affecting every aspect from production to distribution. Going forward, those companies who take the digital leap and adapt their business models to meet the digital world stand to make maximum gains. Another key factor for the industry is the increasing number of screen in the country. In the next five years, the growth in the number of screens would primarily be driven by expansion to tier-II and tier-III cities.

The industry landscape is becoming highly dynamic, with the digital segment being among the fastest growing segments. Rising income and evolving lifestyles, backed by increasing digitization and higher internet usage, pave way for the tremendous scope of growth for almost all segments of this industry. These are all positive developments for TIPS as the Company is poised to leverage its experience and expertise of providing wholesome family entertainment to the Indian audiences with its Hindi and Punjabi films, as well as its huge repertoire of digitized music collection across the digital media.

HUMAN RESOURCES:

TIPS firmly believes in and has consistently practiced progressive HR values. The Company inculcates the values of transparency, professionalism and accountability in its operations to generate long-term benefits for its shareholders, customers, employees and society alike. At TIPS, there is consistent emphasis on each individual''s sense of responsibility, while simultaneously as part of a team. This results in our people''s ability to work in perfect harmony despite coming from different disciplines. As of March 31, 2016, the number of employees on the payroll of the Company was 53.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY:

The Company has adopted a Whistle Blower Policy/Vigil Mechanism Policy for directors and employees to report their genuine concerns. Details of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken project in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy.

The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013 during the three immediately preceding financial years was Rs, 87.03 lakhs. It was required to spend Rs, 1.74 lakhs on CSR activities during the Financial Year 2015-16, being 2% of the average net profits of the three immediately preceding financial years.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure III forming part of this report.

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 for the financial year ended March 31, 2016 is provided in Annexure IV forming part of this report.

DEPOSITS:

The Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act, 2013 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

During the year 2015-16, the Company has accepted deposits only from directors of the Company which are exempt as per the provision of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The declarations have been obtained from the directors in terms of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits accepted from directors are provided in notes to financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments are provided in the notes to Financial Statement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

- Conservation of Energy:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

- Technology Absorption:

During the year, Company has not absorbed or imported any technologies.

- Foreign exchange earnings & outgoings:

Details of foreign exchange earnings & outgoings of the company made during the year are provided in notes to Financial Statement.

OTHER DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

- No complaint received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under.

CAUTIONARY STATEMENT:

Statements in this Board''s Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include change in government regulations, tax laws, economic & political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION:

The Directors take this opportunity to express the sincere appreciation for the incredible support and overwhelming co-operation from bank, financial institutions, customers, suppliers and all other business associates of the Company.

The Directors give their warm gratitude to the shareholders for their faith in the Company. The directors also sincerely appreciate the professionalism and dedication displayed by the employees of the Company.

For and on behalf of the Board of Directors

Kumar S. Taurani

Chairman and Managing Director

Place: Mumbai DIN: 00555831

Date: May 25, 2016

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Nineteenth Annual Report along with the Audited Financial Statements for the financial year ended March 31,2015. The Management Discussion and Analysis is also included in this Report.

OVERVIEW OF THE ECONOMY:

The Global economy continued with its challenge of building strong growth. According to the International Monetary Fund (IMF), the world global output for the year 2014 grew by a modest 3.4 percent, same as 2013. Complex factors like the geo-political situation in Ukraine and the Middle East and uncertainty in Greece impacted growth. Another key event in the year was the dramatic fall in international oil prices, particularly since September2014. This had a positive impact, driving consumption and reducing prices.

In India, the year 2014 was a year that will be remembered as a year of structural reforms. The new government initiated several reforms in core sectors like banking, insurance, infrastructure and defence. These had a positive cascading impact across sectors and industries. Investor and consumer confidence revived remarkably during the year. Moreover, with the new methodology for measuring GDP growth, the Indian GDP growth was revised to 7.3 per cent for the year 2014-15 compared to 6.9 percent in the year 2013-14. Inflation remained at benign levels, falling to around 5 per cent toward the latter half of the year due totalling oil prices and below 5 per cent in April 2015.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY:

The overall sentiments in the Indian M&E industry reflected the renewed positivity and optimism of the Indian economy. There were many positive developments for the M&E industry during the year. Digitisation continues with its rapid strides penetrating deeper into rural areas, helped by proliferation of low-cost smart devices and falling internet costs. One of the highlights of the year was the announcement of DIGITAL INDIA initiative by the government. A programme aimed at digitally empowering the society and knowledge economy.

The M&E industry grew by 11.7 percent in 2014 to US$ 1,026 billion, as per report by FICCI-Frames 2015. Digital advertising continued its relentless march, growing by 44.5 percent in 2014. This is hardly surprising, considering that in 2014, India topped as the world's fastest growing smartphone market. By the end of 2014, India already had around 116 million internet enabled smartphones, and by 2019, this is expected to rise to 435 million.

FILMS:

The year 2014 was a mixed year for the Indian film industry. While category A films continued to perform well at the box-office, other films did neither have compelling content nor the pull of a top-league actor to attract audiences. Content continues to remain central to the success of films, as audiences have become more discerning and selective, given the rising costs of tickets as well as availability of other entertainment platforms.

The main source of revenue remains domestic theatres, contributing as much as 74 per cent. During the year, domestic theatrical revenues suffered due to lack of content-oriented films. The gross box office collection of top 10 Hindi films in 2014 grew by 2.4 per cent over 2013. However, box office collection for the next 10 films dropped by 3 percent.

There was a marked difference in the Cable & Satellite (C&S) rights acquisition strategy by broadcasters. Barring category A films, prices for C&S rights declined overall during the year.

The year 2014 saw a record number of regional films being produced. 287 Tamil movies were released during the year, followed by 255 Telugu movies in 2014. Compared to these, the number of Hindi movies released during the year was 216. The Marathi and Punjabi movies also had a significant year, with the animated Punjabi movie Chaar Saahibzaade generating INR 700 million at the box office.

MUSIC:

Music continues to remain a small but very critical stream for the M&E industry. The music industry was worth INR 9.8 billion in 2014, increasing by 2.3 percent. It is expected to cross INR 10 billion in the year 2015, as per FICCI-Frames 2015 report.

The year 2014 saw many production houses raising the prices for the music rights of their films. During the year, music labels continued to acquire music rights much before the theatrical release of films. Digitalisation continues to be the key driver in the music space. Digital channels already account for more than 50 per cent of the overall size of the music industry in the country, while physical sales have fallen by around 30-35 per cent on a year-to-year basis.

The continued popularity of music streaming across digital marketplaces like iTunes and Google Play, and from streaming platforms like Saavn and Gaana, continue to drive digital consumption of music.

For the music industry, the long awaited and highly anticipated auction of Phase III of radio licenses also saw revival of proceedings. The first auctions are expected to take place in the latter half of 2015, with the government giving its go-ahead for partial auctions for 135 channels in 69 cities.

BUSINESS OVERVIEW:

With an unwavering focus on providing wholesome family entertainment, TIPS has emerged as one of the most respected and renowned companies in the Indian M&E industry. From humble beginning in 1975, the vision and venture of the founders - Mr. Kumar Taurani and Mr. Ramesh Taurani, has seem TIPS make rapid progress and evolve into a professional and corporate house with a presence across music, film production and distribution.

MUSIC continues to remain the forte of TIPS. The Company today boasts of a huge library with a collection of over 25000 songs across all genres and major languages. The music business of the Company continues to deliver strong performance. Powered by the growing penetration of digitisation, the music business of the Company holds massive potential for future growth as new technology, new consumption platforms and new delivery formats evolve, thus unlocking more value from the TIPS music library. The Phase III auction for radio licences slated to commence in 2015 are expected to open up yet more avenues for monetization of the Company's digital assets.

TIPS is also known for production of family entertainment films. TIPS films are always family entertainers providing clean, light- hearted and enjoyable experience for the family. Over the years, the Company has delivered some top box office hits like RACE, KISMAT CONNECTION, RACE2, AJAB PREM Kl GHAZAB KAHANI, RAJA HINDUSTANI etc. TIPS is also a leading producer of Punjabi films with an enviable record an all time hit in Punjabi cinema.

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:Â

(Rs. in Lacs)

Particulars 2014-15 2013-14

Income 10380.54 10551.27

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 1664.00 (294.01)

Less: Depreciation and Interest 1329.49 1253.65

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 334.51 (1547.66)

Less: Provision for Taxation

Current Tax 59.13 0.00

Wealth Tax 3.82 3.66

Taxes in respect of earlier years 1.94 72.59

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 269.61 (1623.91)

Less: Prior Period Expenses 0.00 0.00

Profit/(Loss) after Taxation 269.61 (1623.91)

Add: Balance Brought Forward 2302.00 4105.60

Profit/(Loss) after Taxation available for Appropriation 2571.61 2481.69

Dividend 153.59 153.59

Dividend Tax 31.27 26.10

General Reserves 513.50 493.50

Share Capital 1535.86 1535.86

Reserves & Surplus 5489.10 5446.22

PERFORMANCE REVIEW:

During the year, Tips came up with its production, a comedy film "Entertainment" on August 8, 2014 directed by writers-turned- directors Sajid-Farhad, starring Akshay Kumar, Tamanna Bhatia, Paresh Rawal, Johny Lever, Sonu Sood, Krushna Abhishek and others. The film was appreciated for screenplay, cinematography, dialogues and the actor's portrayal of their respective characters.

The Company's music business continues to smartly monetize the impressive music library. The Company was amongst the first in the industry to understand the huge implications of the digital revolution, and started digitising its entire library. Today, the Company has a digital library of over 25000 songs, which are available for streaming and download across leading industry digital marketplaces like iTunes and Google Play, as well as popular streaming platforms like Saavn and Gaana. The music revenue for the year 2014-15 was Rs. 3221.78 lacs as compared to Rs. 3052.19 lacs in the previous year.

The Company earned total revenue including other income of Rs. 10380.54 lacs as compare to the previous year of Rs. 10551.27 lacs. The net profit after tax for the year stood at Rs. 269.61 lacs as compared to the net loss of Rs. 1623.91 lacs in the previous year.

DIVIDEND:

Your Directors recommend dividend of @ 10% (ten percent) i.e. Rs. 1.00/- (one rupee) per share on 15358640 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2015. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 153.59 lacs (Previous Year being Rs. 153.59 lacs) and dividend Tax of Rs. 31.27 lacs (Previous Year being Rs.26.10 lacs).

TRANSFER TO RESERVES:

The Company transferred a sum of Rs. 20 lacs to the General Reserve and an amount ofRs. 2324.88 lacs is retained in the Profit and Loss Account.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31,2015 stood at Rs. 1535.86 lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture Company.

CORPORATE GOVERNANCE REPORT:

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

* Cessation from Directorship:

Due to pre-occupied with her professional commitments, Ms. Sunita Menon, Independent Director of the Company has resigned from the post of directorship with effect from May 7,2014.

The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by Ms. Sunita Menon during her tenure as Independent Director of the Company.

* Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Kumar Taurani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the same for your approval.

* Re-appointment of Managing Directors:

The Nomination & Remuneration Committee and the Board have approved the re-appointment of Mr. Kumar Taurani as Chairman & Managing Directors and Mr. Ramesh Taurani as Managing Director for period of 3 years w.e.f July 1,2015 to May 31,2018 .Approval of the shareholders is sought for the same in the ensuing Annual General Meeting.

* Appointment of Independent Directors and declaration of independence:

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Amitabh Mundhra, Mrs. Radhika Pereira and Mr. Vijay Agarwal were appointed as Independent Directors on the Board of Directors of the Company at the 18th AGM of the Company held on August 8, 2014, to hold office up to five consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

* Appointment of Key Managerial Personnel:

Mr. Ishwar T. Gursahani, V.P - Legal & Corporate Affairs of the Company has been appointed as a Chief Financial Officer of the Company w.e.f. June 27,2014.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the appointment of Mr. Kumar Taurani and Mr. Ramesh Taurani as Chief Executive Officer, Mr. Ishwar T. Gursahani as a Chief Financial Officer and Ms. Bijal Patel as a Company Secretary, were formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation. The manner in which the evaluation carried out has been explained in Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2015, the Board of Directors hereby confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2015 and of the profit/loss of the Company for that year;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEES MEETING:

* Board Meetings:

The Board of Directors met five times during the financial year ended March 31,2015 on May 9, 2014, June 27, 2014, Augusts, 2014, November 12, 2014 and February 5, 2015. Details of the Board meetings and attendance of the directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

* Committees of the Board:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

The details with respect to the compositions, roles, terms of reference etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

RELATED PARTY TRANSCATIONS:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus Disclosure in form AOC-2 is not required.

Further, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval.

The details of the related party transactions as required under Accounting Standard - 18 are set out in note to the financial statements forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

AUDITORS:

* Statutory Auditors:

M/s. SSPA & Associates, Chartered Accountants, (Firm Registration No: 131069W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16.

The consent of the Auditors along with certificate under Section 139 of the Companies Act, 2013 has been obtained from the auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

* Secretarial Auditors:

Provisions of Section 204 read with rules made thereunder, M/s. N.L. Bhatia & Associates, Practicing Company Secretaries (C.P No. 422) had been appointed to undertake Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as Annexure I and forms part of this Report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

* Internal Auditors:

Pursuant to provisions of Section 138 read with read with rules made thereunder, the Board has appointed M/s. Maheshwari & Co., Chartered Accountants (Firm Registration No: 105834W), as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEMS:

The Company has adequate internal controls systems in place commensurate with the nature of the Company's business, size and complexity of its operations. All processes are well-defined and properly documented. All transactions are properly recorded and all it is ensured that all expenses incurred are within defined budgetary allotments. The Company ensures all rules, laws and statutes are strictly followed and complied with. The Company regularly undertakes internal audit under the supervision of the Internal Audit committee. Any discrepancies or inconsistencies found during such internal audits are immediately corrected.

RISK MANAGEMENT:

In accordance with Clause 49 of the Listing Agreement, the Board has approved the Risk Assessment and Minimization Policy to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the business plans and in periodic management reviews.

Some of the risks and threats that the company is exposed to are-

* Piracy Risk:

Piracy has been one of the biggest problems for the M&E industry globally. The industry has been working relentlessly to reduce this key threat. With the advent of internet and digitisation, this threat continues to be a major source of revenue loss for all the stakeholders in the industry.

The industry has been co-operating with the government to clamp down on this threat. During the year 2014, there was a 10 per cent reduction in piracy cases registered in India. The industry is increasingly leveraging latest advancement in technology to cope with this issue. An example of this is the use of Cube technology to catch film exhibitors and syndicates using pirated versions of films.

* Production Risk:

Production risks can be defined as the risk getting production extended the projected date or the risk of over spending during production. It requires large outlays of money that cannot be recovered if the project fails at any stage. The planned release may have to be delayed beyond schedule. Such delay in production may throw the whole production schedule out of gear and escalate the cost of the movie.

* Spiraling Costs:

The two largest cost components of a film are the fees of stars and the cost of promotion. The A list stars continue to command exorbitantly high fees, that can sometimes go as high as 40 per cent of the total budget of the film. Advertising and Promotions account for 15-20 per cent of the total film budget. With the theatrical revenue window narrowing down to the first weekend, most producers are forced to make this enormous marketing spend, as it has a direct impact on the box office collections of the film.

* Infrastructure and Talent Development:

While India is the largest producer in terms of films produced, it lacks a long way behind in both infrastructure and talent development. For example, compared to 125 screens per million people in the USA, India still has only 7 screens per million people. In terms of other infrastructure too, India lags behind considerably. There are only four film cities in the country, indicating a huge gap. Opening more institutions like Film and Television Institute of India will go a long way in augmenting India's talent pool for the industry.

OPPORTUNITIES:

The opportunities observed are based on the trends noticed in past couple of years, which continues to be relevant. Some of the key ones are as follows:

* Digitisation:

Digitisation has impacted all aspects of the M&E industry - right from production to distribution to exhibition to sales of tickets. The next wave of growth in the overall M&E industry is expected to be driven by increased digitisation. Over the year, there have been far-reaching changes in the form of availability of low-cost smart devices and dropping data plans. In spite of this, India still has a low internet penetration of around 19 percent, indicating a huge growth potential. The advent of 4G services, the increasing adoption of 3G in urban areas and 2G in rural areas are all strong signals of the immense growth potential that will be unlocked by digitisation.

* Regional Markets:

The year 2014 saw a huge surge in production and release of regional films. From Tamil to Telugu and from Marathi to Punjabi, all the regional film markets performed excellently. The share of theatrical revenues from regional films has been rising from around 12-13% in 2013 to almost 20-21% in 2014, particularly in Tier 2 and Tier 3 cities, as per industry data.

* Overseas Theatricals:

The growing popularity of Bollywood films in the overseas markets is another growing opportunity. Over the year, new markets like China and Europe have seen a huge surge in interest in Hindi films. However, the share of overseas theatricals is still around 10-25 per cent, much lower than the almost 60 per cent for Hollywood films. As more and more new markets like Lebanon, Burma and Iraq continue to be mesmerised by Hindi films, the overseas theatrical avenue is poised fora big leap.

OUTLOOK:

India is back on the fast-track of economic growth. Both the International Monetary Fund (IMF) and the World Bank have forecast the country to grow at 7.5 per cent for the year 2015 and 7.8 per cent in the year 2016. The long-term structural reforms taken by the government will continue to drive further growth in the key sectors. Oil prices are expected to remain low in the short-term, easing pressure on inflation as well as prices. Investor confidence and sentiments are likely to remain positive.

The India M&E industry is also expected to continue with its growth trajectory. It is expected to grow at a Compounded Annual Growth Rate (CAGR)of 13.9 per cent from 2014-19, and reach INR 1,964 billion in 2019. The highest growth is expected to happen in the digital advertising space, which is expected to grow ata CAGR of 30.2 per cent from 2014-19, while the film and music segments are expected to grow at CAGR of 10 percent 14 per cent in the same period.

AUDITORS' REPORT:

In the opinion of the directors, the notes to financial statements are self explanatory and adequately explain the matters, which are dealt within the Auditors' Report. In case of qualified opinion of the Auditors with respect to non-recognition of differed tax explained in note no. 33 of the notes to financial statements.

HUMAN RESOURCES:

TIPS firmly believes in and has consistently practiced progressive HR values. The Company inculcates the values of transparency, professionalism and accountability in its operations to generate long-term benefits for its shareholders, customers, employees and society alike. At TIPS, there is consistent emphasis on each individual's sense of responsibility, while simultaneously as part of a team. This results in our people's ability to work in perfect harmony despite coming from different disciplines. As of 31 March 2015, the number of employees on our payroll was 59.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in Annexure II forming part of this report.

WHISTLE BLOWER POLICY /VIGIL MECHANISM POLICY:

Pursuant to provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors in its meeting held on November 12,2014 has adopted a "Whistle Blower Policy/ Vigil Mechanism Policy" for directors and employees of the Company.

Details of the policy are provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

Pursuant to provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has approved CSR Policy based on the recommendation of the CSR Committee. The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure III.

EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 for the financial year ended March 31,2015 is provided in Annexure IV forming part of this report.

DEPOSITS:

During the year 2013-14, The Company had accepted the deposits from public and members of the Company within the meaning of Section 58A of the Companies Act, 1956 read with rules made thereunder. The outstanding deposits as on March 31, 2014 were Rs. 46 lacs and the same has been repaid on or before March 31, 2015 in accordance with Section 74 of the Companies Act, 2013.

During the year 2014-15, the Company has accepted the deposits only from directors of the Company which are exempt as per the provision of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The declarations have been obtained from the directors in terms of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. Details of the deposits accepted from directors are provided in notes to financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Details of Loans, Guarantees and Investments are provided in the notes to Financial Statement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

* Conservation of Energy:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

* Technology Absorption:

During the year, Company has not absorbed or imported any technologies.

* Foreign exchange earnings & outgoings:

Details of foreign exchange earnings & outgoings of the company made during the year are provided in notes to financial Statement.

OTHER DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

* No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

* No compliant received from any employee, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

CAUTIONARY STATEMENT:

Statements in this Board's Report and Management Discussion and Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include change in government regulations, tax laws, economic & political developments within and outside the country and such other factors.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to express the sincere appreciation for the incredible support and overwhelming co- operation from bank, financial institutions, customers, suppliers and all other business associates of the Company.

Your Directors give their warm gratitude to the shareholders for their faith in the Company. The directors also sincerely appreciate the professionalism and dedication displayed by the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Kumar S. Taurani Place: Mumbai DIN: 00555831 Date: May 8, 2015 Chairman and Managing Director

Mar 31, 2014

Dear Members,

The Directors hereby present their Eighteenth Annual Report along with the Audited Accounts of the Company for the financial year ended March 31, 2014.

HIGHLIGHTS OF FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with the figures for previous year are as follows:-

(Rs. in Lacs)

Particulars 2013-14 2012-13

Income 10,551.27 13,925.28

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation (294.01) 2,111.63

Less: Depreciation and Interest 1,253.65 649.86

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items (1,547.66) 1,461.77

Less : Provision for Taxation

Current Tax 0.00 287.89

Wealth Tax 3.66 5.15

Excess / Short Provisions 72.59 0.00

Profit/(Loss) after Provision for Taxation but before Extraodinary and Prior Period year items (1,623.91) 1,168.74

Less: Prior Period Expenses 0.00 0.00

Profit/(Loss) after Taxation (1,623.91) 1,168.74

Add: Balance Brought Forward 4,105.60 3,431.21

Profit/(Loss) after Taxation available for Appropriation 2,481.69 4,599.95

Dividend 153.59 322.53

Dividend Tax 26.10 54.81

General Reserves 493.50 493.50

Share Capital 1,535.86 1,535.86

Reserves & Surplus 5,446.22 7,249.82

DIVIDEND:

Your Directors recommend dividend of @ 10% (at ten per cent) i.e. Rs. 1.00/- (one rupee) per share on 1,53,58,640 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2014. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 153.59 lacs (Previous Year being Rs. 322.53 lacs) and Dividend Tax of Rs. 26.10 lacs (Previous Year being Rs. 54.81 lacs). The Dividend Tax is provided at the rate applicable on the day on which the accounts were approved by the Board of Directors.

REVIEW OF OPERATION:

(a) Turnover:

The turnover of the Company for F.Y. 2013-14 in comparison with the previous year 2012-13 are as under:

(Rs. in Lacs)

Particulars FY 2013-14 FY 2012-13

Royalty Receipt (Net) 3,047.02 3,037.73

Film Production & Distribution 7,314.46 10,476.84

Audio Product Sales 5.16 4.89

Advertisement Income 0.00 259.54

Other Income

Scrap Sales 0.00 8.26

Total Turnover 10,366.64 13,787.26

(b) Business Spheres:

Your Company operates dynamically in two spheres:

* Film Production & Distribution

* Music

* Film Production and Distribution:

During F.Y. 2013-14, Tips has produced and released two films and received mixed response from audiences.

"Ramaiya Vastavaiya", Rom-Com film was directed by director- actor-choreographer Prabhudheva with debutant Girish Kumar, Shruti Hassan and others. It was released on July 19, 2013.

"Phata Poster Nikla Hero", action comedy film directed by one of the most commercially successful director Rajkumar Santoshi starring Shahid Kapoor and Ileana D''Cruz in lead roles. It was released on September 20, 2013.

* Music:

Tips is one of the few Indian entertainment companies with rich industry experience of over 25 years to realize the potential of social media and the digital platform. Music in Indian cinema is another substantial revenue generator where fate of any bollywood movie rest on music of the film.

Tips has been exploring new avenues for exploitation of digital music market in India and across the globe. It has been contracting with various websites and licensing its extensive repertoire for exploitation through streaming and download services, mobile services like caller ring back tones, full track downloads, videos of the songs, dialogues, wallpapers, etc and continues to be a significant component in the revenues of the Company.

The melodious song "Jeene Laga Hoon" from the film Ramaiya Vastavaiya, sung by magical voices of Atif Aslam and Shreya Goshal, become a major hit at the time of launch and continues on the popular video viewing site and making it to the top of the list. YouTube India has declared "Jeene Laga Hoon" as the No. 1 trending music video of 2013.

In less than a year, the company has seen increase of 50 percent in its fan base from 2 million in 2013 to 5 million fan mark, making it one of the largest and most active entertainment brands on facebook. The number of fans on the page has been growing in leaps and bounds and this is increasing popularity on facebook.

FUTURE OUTLOOK

The Hindi film industry is the largest contributor to the industry''s revenue, followed by the South Indian movie industry and other language cinema industries. In the 20th Century, Indian cinema took huge strides towards growth and in recent years Indian film industry has undergone a massive change. Today, 21st Century, Indian cinema stands at par with Hollywood cinema.

Apart from regular screenings at major international film festivals, the overseas market contributes a sizeable chunk to box office collections. The Indian film industry has reached out further to international audiences through mediums such as DVDs and by screening of films in their country of residence wherever commercially feasible, which contribute substantially to the overall revenue to cinema. Regular foreign Investments made by major global studios such as 20th Century Fox, Sony Pictures, and Warner Bros put a stamp of confirmation that bollywood has etched itself on the global podium.

On music front, availability of quality music has enhanced the end user experience. Company has million hit on social networking site, looking at figures, Company has been expanding its scope for distribution of music though internet.

Presently, The Company is in process of production of its film "It''s Entertainment" directed by Sajid- Farhad and starring Akshay Kumar, Tamanna Bhatia, Paresh Rawal, Johny Lever, Sonu Sood, Krushna Abhishek and others. The movie will hit the Silver Screen in month of August, 2014.

RELEASED THE PLEDGE SHARES OF PROMOTER & PROMOTER GROUP:

As on March 31, 2013, Promoter & Promoter Group were holding 1,07,12,762 equity shares out of them 5,00,000 equity shares representing 4.67% of the equity share capital of the Company were pledge. All the Pledged shares of the Promoter & Promoter Group were released on May 18, 2013.

All the necessary disclosures as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were duly made to the Stock Exchanges.

PUBLIC DEPOSITS:

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and that none of matured deposits have been unpaid to the depositor(s) during the year. The outstanding deposits as on March 31, 2014 were Rs. 280 lacs as against Rs.1,766 lacs on March 31, 2013.

DIRECTORS:

The Board consists of Executive and Non- Executive independent directors including who have wide and varied experience in different disciplines of corporate functioning.

In terms of Section 152 of the Companies Act, 2013, Mr. Ramesh Taurani, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 1, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Amitabh Mundhra, Mrs. Radhika Pereira and Mr. Vijay Agarwal as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors.

Ms. Sunita Menon has resigned from the post of directorship with effect from May 7, 2014. The Board takes this opportunity to place on record its appreciation for the support and invaluable contribution made by Ms. Sunita Menon during her tenure as Independent Director of the Company.

AUDITORS AND AUDITORS'' REPORT:

M/s. B.K. Khare & Co., Chartered Accountants, have resigned as the Statutory Auditors of the Company vide their letter dated June 16, 2014. The Board has proposed that M/s. SSPA & Associates, Chartered Accountants be appointed as the Statutory Auditors of the Company to fill up the casual vacancy caused due to resignation of M/s. B.K. Khare & Co., and their appointment is subject to approval of members in the ensuring Annual General Meeting of the Company.

A resolution proposing appointment of M/s. SSPA & Associates as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

M/s. B.K. Khare & Co. has been Statutory Auditors of your Company since 2004 and the Board place on record its appreciation for the services rendered by them as the Auditors of the Company.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self-explanatory and do not require further explanation.

INTERNAL CONTROL SYSTEM:

The Company has appointed M/s. Maheshwari & Co. - Chartered Accountants as its Internal Auditors to check the internal controls and functioning of the activities and recommend ways of mprovement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSERVATION OF ENERGY

Considering the Company''s business activities, information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not absorbed or imported any technologies.

FOREIGN EXCHANGE EARNINGS & OUTGOINGS

During the year ended March 31, 2014, the Company has incurred/ received foreign exchange towards the following:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Outgoings:

(A) Travelling Expenses 0.21 0.64

(B) Film Production Expenses 1,845.76 1,690.51

Earnings:

(A) F.O.B. value of Exports 508.92 NIL

(B) Royalty (net) 739.78 388.44

CORPORATE GOVERNANCE

The Report on Corporate Governance alongwith the Statutory Auditors'' Certificate regarding compliance of the conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

APPRECIATION

Your Directors takes this opportunity to express their sincere appreciation for the incredible support and co-operation by the employees of the Company which they recognize as one of the prime factors in growth of the Company. Secondly, the Directors give their warm gratitude to the shareholders for their faith in the Company. Lastly, the Directors are grateful for the overwhelming co-operation received from the bankers, lenders, customers and associates of the Company. The Directors strongly believe the Company has been able to reach its current level because of the constant support and best wishes of all these people.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Kumar S. Taurani Date : June 27, 2014 Chairman & Managing Director

Mar 31, 2013

To, The Members of Tips Industries Limited

The Directors hereby present their Seventeenth Annual Report along with the Audited Accounts of the Company for the fnancial year ended 31st March, 2013.

Highlights of Financial Results:

Financial Results of the Company for the year under review along with the fgures for previous year are as follows:Â

(Rs. in ''Lacs'')

Particulars 2012-13 2011-12

Income 13925.28 7713.12

Proft/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 2111.63 1760.42

Less: Depreciation and Interest 649.86 695.20

Proft/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 1461.77 1065.22

Less: Provision for Taxation

Current Tax 287.89 154.67

Wealth Tax 5.15 2.52

Excess / Short Provisions 0.00 23.27

Proft/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 1168.74 884.76

Less: Prior Period Expenses 0.00 4.14

Proft/(Loss) after Taxation 1168.74 880.62

Add: Balance Brought Forward 3431.21 2987.54

Proft/(Loss) after Taxation available for Appropriation 4599.95 3868.16

Dividend 322.53 319.17

Dividend Tax 54.81 51.77

General Reserves 493.50 376.50

Share Capital 1535.86 1595.87

Reserves & Surplus 7249.82 6861.56

Dividend:

Your Directors recommend dividend of @ 21% (at twenty one per cent) i.e. Rs. 2.10/- (Two rupees and ten paise only) per share on 1,53,58,640 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended 31st March, 2013. The proposed dividend, if approved, at the Annual General Meeting, will absorb a sum of Rs. 322.53 lacs (Previous Year being Rs. 319.17 lacs) and Dividend Tax of Rs. 54.81 lacs

(Previous Year being Rs. 51.77 lacs). The Dividend Tax is provided at the rate applicable on the day on which the accounts were approved by the Board of Directors.

Transfer to Reserves

An amount of Rs. 117 Lacs is transferred to General Reserves in the Balance Sheet.

Review of Operations:

(a) Turnover:

There has been an upward revision in the turnover of the Company during the year under review as compared to previous year. The fgures for 2012-13 in comparison with the previous year 2011-12 are as under:

(Rs. in Lacs)

Particulars FY 2012-13 FY 2011-12

Royalty Receipt (Net) 3037.73 3483.27

Film Production & 10476.84 3621.62

Distribution

Audio Product Sales 4.89 24.30

Advertisement Income 259.54 0.00

Other

Artiste Management Fees 0.00 68.00

Audio Rights Receipt 0.00 5.00

Scrap Sales 8.26 29.85

Total Turnover 13787.26 7232.03

(b) Business Spheres:

Your Company operates dynamically in two spheres

- Film Production & Distribution

- Music

- Film Production and Distribution:

"Race 2"

This year, Tips came up with the much awaited sequel of Race, the blockbuster of 2008, multi-starrer action thriller flm "Race 2" directed by Abbas-Mustan starring Saif Ali Khan, John Abraham, Anil Kapoor, Deepika Padukone, Jaqueline Fernandez and Ameesha Patel.

Race 2 was released on 25 January 2013, and opened with huge response at the box offce. The movie was commercially successful of the year.

"Jayantabhai ki Luv Story"

On 15th February this year, day after Valentine''s Day, Tips released its second home production "Jayantabhai Ki Luv Story", directed by Vinnil Markan with unique story of romance of a street-thug, Vivek Oberoi, who surprisingly falls in love with Neha Sharma.

Music:

Tips has been striving in exploitation of digital music market in India and across the globe. It has been contracting with various websites and licensing its extensive repertoire for exploitation through streaming and download service. Also, Mobile services like caller ring back tones, full track downloads, videos of the songs, dialogues, wallpapers, etc continues to be a signifcant component in the revenues of the Company. Television has also been an added source of revenue through licensing of song videos to channels for broadcast.

Buyback

During the year, the Company has bought back 6,00,060 equity shares from the open market using the nationwide electronic trading facilities of the Bombay Stock Exchange Limited (''BSE'') and National Stock Exchange of India Limited(''NSE'') from the existing registered shareholders/benefcial owners. The buyback offer was open from 23rd August, 2012 to 8th March, 2013. The total fund utilized in the Buy-back is Rs. 4,61,04,688/- (excluding brokerage, transactional charges and taxes). The highest price at which the Equity Shares were bought back was Rs. 88.00 per Equity Share while the lowest price was Rs. 55.50 per Equity Share. The Equity Shares were bought back at an average price of Rs. 76.83 per Equity Shares.

Share Capital Pre Buyback Post Buyback

Authorised Rs. 20,00,00,000/- Rs. 20,00,00,000/- Capital (2,00,00,000 Equity (2,00,00,000 Equity

Shares of Rs. 10/- each) Shares of Rs. 10/- each)

Paid Up Rs. 15,95,87,000/- Rs. 15,35,86,400/- Capital (1,59,58,700 Equity (1,53,58,640 Equity

Shares of Rs. 10/- each Shares of Rs. 10/- each

fully paid-up) fully paid-up)

Acquisitions by the Promoters:

- Before commencement of Buy-back Offer

Before Buyback, the promoters have acquired 4,85,234 equity shares of the Company from open market which raises promoter holding to 1,07,12,762 shares representing 67.13 % of the paid up capital of the Company.

- After Closure of Buy-back Offer

The total voting rights of Promoters have increased to 69.75% of the paid up capital of the Company is due to the buy-back offer. There is no change in the total number of shares held by the promoters and promoter group.

Details of the acquisitions are given in the Corporate Governance Report which forms a part of this Annual Report.

Future Outlook

Indian Cinema is on the threshold of completing 100 glorious years of entertaining audiences in India and Overseas. India is the world''s largest producer of flms and has potential to be one of the world''s leading markets. With the passage of time there has been a continuous technological advancement in Indian cinema. In the 20th Century, Indian cinema took huge strides towards growth and, today, at the turn of the 21st Century Indian cinema stands at par with Hollywood cinema.

The Indian cinema consists of millions of overseas viewers for which flms are made available both through mediums such as DVDs and by screening of flms in their country of residence wherever commercially feasible, which contribute substantially to the overall revenue to cinema. One cannot think of Bollywood movies without music. Music in Indian cinema is another substantial revenue generator where fate of any Bollywood movie is rest on music of the Film.

The South Indian flm industry defnes the four flm cultures of South India as a single entity. Although developed independently for a long period of time, gross exchange of flm performers and technicians as well as globalisation helped to shape this new identity. Henceforth the scope of expansion of the Company in the industry is alluring by exploring diversifed areas of production and Music.

"Ramaiya Vastavaiya" is an upcoming flm of the Company directed by Prabhudheva, The flm introduces Girish Kumar son of renowned

producer Kumar Taurani, opposite Shruti Hassan. The movie will hit the Silver Screen on 19th July, 2013.

The Company is in process of production of its flm titled "Phata Poster Nikla Hero", directed by Rajkumar Santoshi and starring Shahid Kapoor and Ileana D''Cruz in lead roles.

Other flm presently titled "It''s Entertainment" starring Akshay Kumar Tamanna Bhatia, Paresh Rawal, Johny Lever, Sonu Sood, Krushna Abhishek, and others, to be directed by Sajid- Farhad is yet to commence.

On music front, availability of quality music has enhanced the end user experience. Company has 1 million hit on social networking site, looking at fgures, Company has been expanding its scope for distribution of music though Internet.

The world has entered into age of mobile phones where availability of everything and anything is just a click away from anywhere which provides Companies to be with end user 24*7. The Company aims at exploiting of its music through mobile medium.

Directors

The Board consists of Executive and Non- Executive Director including independent director who have wide and varied experience in different disciplines of corporate functioning.

- Mr. Vijay Agarwal was appointed as Additional (Non-Executive Independent) Director of the Company with effect from 31st October, 2012. As per the provisions of section 260 of the Companies Act, 1956, he will hold offce upto the date of the ensuing Annual General Meeting of the Company. The Company has received notice under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. Vijay Agarwal as Director of the Company.

- Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Ms. Sunita Menon, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Public Deposits

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and that none of matured deposits have been unpaid to the depositor(s) during the this year. The outstanding deposits as on 31st March 2013 was Rs.2,066 lacs as against Rs.276 lacs on 31st March, 2012.

Auditors:

M/s. B. K. Khare & Co., Chartered Accountants, holds offce upto the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. They have furnished the necessary certifcate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Internal Control System:

The Company has appointed M/s. Maheshwari & Co. Â Chartered Accountants as its Internal Auditors to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis, the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

Particulars of Employees

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the proft of the Company for that period.

3. Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

Subsidiary Companies

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

Audit Committee

The Company has constituted an Audit Committee in accordance with Clause 49 of the Listing Agreement read with section 292A of the Companies Act, 1956. Adequate disclosures in respect of the composition of the Audit Committee, its functions and the Chairmanship have been made in the Corporate Governance Report which forms an essential part of this report.

The Audit Committee functions in terms of the role and powers delegated by the Board of Directors keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

Conservation of Energy

Our operations are not energy intensive. However signifcant measures have been taken to reduce the energy consumption by purchasing latest technology energy effcient equipments.

Technology Absorption, Adoption and Innovation

During the year, Company has not absorbed or imported any technologies.

Foreign Exchange Earnings & Outgoings

During the year ended 31st March, 2013, the Company has incurred/ received foreign exchange towards the following:

(Rs. In Lacs)

Particulars 2012-13 2011-12

Outgoings:

(A) Traveling Expenses 0.64 59.92

(B) Payments to Artistes NIL 50.05

(C) Film Production Expenses 1690.51 49.80

Earnings:

(A) F.O.B. value of Exports NIL 1.43

(B) Royalty (net) 388.44 257.34

Management Discussion and Analysis

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is annexed hereto and forms part of the Annual Report. As required by the Listing Agreement, a certifcate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report. The Company also submits to the Stock Exchanges quarterly corporate governance report as required by Clause 49 of the Listing Agreement.

Auditors'' Report

In the opinion of the Directors, the notes to accounts are self- explanatory and adequately explain the matters, which are dealt within the Auditors'' Report.

Appreciation

Your Directors takes this opportunity to express their sincere appreciation for the incredible support and co-operation by the employees of the Company which they recognize as one of the prime factors in growth of the Company. Secondly, the Directors give their warm gratitude to the shareholders for their faith in the Company. Lastly, the Directors are grateful for the overwhelming co-operation received from the bankers, lenders, customers and associates of the Company. The Directors strongly believe the Company has been able to reach its current level because of the constant support and best wishes of all these people.

For and on behalf of the Board of Directors

Place: Mumbai Kumar S. Taurani

Date: 23rd May, 2013 Chairman & Managing Director

Mar 31, 2012

The accordance with section 217 of the Companies Act, 1956 and with the view to give the shareholders a glimpse of the activities which took place during the previous year along with the financials and to enlighten them regarding the future outlook of the Company, your Directors hereby present their Report as on 31st March, 2012.

Financial Highlights

(Rs. in Lacs')

Particulars 2011-12 2010-11

Income 7713.12 6724.18

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 1760.42 1211.53

Less: Depreciation and Interest 695.20 804.21

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 1065.22 407.32 Less: Provision for Taxation

Current Tax 154.67 90.46

Wealth Tax 2.52 0.83

Excess / Short Provisions 23.27 0.35

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 884.76 315.68

Less: Prior Period Expenses 4.14 17.38

Profit/(Loss) after Taxation 880.62 298.30

Add: Balance Brought Forward 2987.54 2936.01

Profit/(Loss) after Taxation available for Appropriation 3868.16 3234.31

Dividend 319.17 199.48

Dividend Tax 51.77 32.36

General Reserves 376.50 310.50

Share Capital 1595.87 1595.87

Reserves & Surplus 6861.56 6351.89

Dividend

Your Directors recommend a dividend of @ 20% i.e. Rs. 2/- per share on 15958700 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2012. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 319.17 lacs (Previous Year being Rs. 199.48 lacs) and Dividend Tax of Rs. 51.77 lacs (Previous Year being Rs. 32.36 lacs). The Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

Transfer to Reserves

An amount of Rs. 66 Lacs is transferred to General Reserves in the Balance Sheet.

Review of Operations

(a) Turnover:

There has been an upward revision in the turnover of the Company during the year under review as compared to previous year. The figures for 2011-12 in comparison with the previous year 2010-11 are as under:

Rs. in Lacs

Particulars FY 2011-12 FY 2010-11

Royalty 3483.27 3672.90

Film Production &

Distribution 3621.62 2906.25

Audio Product Sales 24.30 78.08

Other Income 34.85 50.33

Artiste Management 68.00 _

Total Turnover 7232.02 6662.27 (b) Business Spheres:

Your Company operates dynamically in two spheres viz., Film Production & Distribution and Exploitation of Music

- Film Production and Distribution:

During the year under review, the Company had acquired the entire copyrights worldwide in perpetuity of the Punjabi Film Jihne Mera Dil Lutiya" starring Gippy Grewal, Diljit Dosanjh, Neeru Bajwa, Jaswinder Bhalla and produced by Batra Showbiz Pvt. Ltd. The movie saw the biggest opening ever for a Punjabi movie. It went on to run successfully for over 7 weeks in the theatres and made a record breaking box office collection of over Rs. 10 crores.

On 24th February, 2012 Tips came up with its production, a romantic comedy - "Tere Naal Love Ho Gaya' featuring the couple Ritiesh and Genelia Deshmukh and directed by Man deep Kumar. The film being very entertaining, received a good response from the viewers with the box office collection of over Rs. 25 crores globally.

- Music:

Tips has been venturing and exploring new avenues for exploitation of music digitally in India and across the globe. It has been contracting with various websites and licensing its extensive repertoire for exploitation through streaming and download service. Tips has made its presence on ITunes globally across the markets of United Kingdom, Canada, Australia, Germany, New Zealand, USA, Belgium, Netherlands. Also, exploitation through mobile services like caller ring back tones, full track downloads, videos of the songs, dialogues, wallpapers, etc continues to be a significant constituent in the revenues of the Company. Television has also been an added source of revenue through licensing of song videos to channels for broadcast.

(c) Sale of Machinery:

The Company owned a machinery for manufacture of Audio Cassettes, the Net Asset Value of which was Rs. 3,76,17,524/-. Since, the audio cassettes no longer exist, the machine had no utility. Hence, the machinery was sold for Rs. 4,69,000/-.

Acquisitions by the Promoters

During the year, the promoters have acquired 717,794 equity shares of the Company from open market thereby raising the promoter holding to 1,02,27,528 shares representing 64.09% of the paid up capital of the Company as against 9,517,084 shares representing 59.64% of the paid up capital during the previous year. Details of the acquisitions are given in the Corporate Governance Report which forms a part of this Annual Report.

Future Outlook

India has the potential to be one of the world's leading markets for the creative industries - both foreign and domestic. The country produces the greatest number of films in the world and boasts a creative and diverse music market and is continuously growing. Hence, the scope of expansion of the Company in this industry is alluring with the penetration of the Company in diversified areas of production, distribution as well as music. With constant technology improvements and introduction of more areas of exploitation in films and music, the Company's outlook includes keeping pace with the advancements in the industry and absorbing the same.

The Company is currently in process of shooting of the film "Race 2' starring Saif Ali Khan, John Abraham, Deepika Padukone, Amisha Patel, Anil Kapoor and others and being directed by Abbas- Mutan. It is also in process of producing a film titled "Jayantabhai ki Love Story' starring Vivek Oberoi, Neha Sharma & others and being directed by Vinnyl Markan. The Company has already sold the distribution rights of Race 2 to UTV Motion Pictures. Other projects starring Abhishek and to be directed by Mohit Suri and starring Shahid Kapur to be directed by Siddharth Anand are yet to commence.

On the music front, availability of quality audio code's and digital music has enhanced the end users experience in listening to music. With internet playing the most significant role in purchase of music, the Company has been expanding its scope by licensing its repertoire to various websites.

The growing dominance of the mobile as a music playing device with its potential to go beyond the current rage of caller ring back tones, its ability to explore the long tail of music with the search and explore features, the Company aims at increasing exploitation of its music through mobile services.

Directors

In accordance with the provision of the Companies Act, 1956, and the Company's Article of Association, Mr. Ramesh Taurani, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. His detailed profile forms a part of this Annual Report.

Mr. Kumar Taurani was appointed as Chairman & Managing Director and Mr. Ramesh Taurani was appointed as Managing Director for the period from 01-04-2008 to 31-3-2013 on a remuneration of Rs. 90,00,000/- (Rupees Ninety Lacs only) per annum. The Remuneration Committee and the Board has approved their re-appointment for a period of 3 years w.e.f. 01-06-2012 to 31-5-2015 at an increased remuneration of Rs. 1,50,00,000/- (One Crore Fifty Lacs only) per annum i.e. Rs. 12,50,000/- (Rupees Twelve Lacs Fifty Thousand only) per month. Approval of the shareholders is sought for the same in the ensuing Annual General Meeting.

Public Deposits

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and that none of matured deposits have been unpaid to the depositor(s). Moreover, most of the deposits have been repaid which has brought the outstanding deposits as on 31st March 2012 to Rs. 276 lacs as against Rs. 2119 lacs as on 31st March, 2011.

Auditors

M/s. B. K. Khare & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

Internal Control

The Company has appointed M/s. Maheshwari & Co. - Chartered Accountants as its Internal Auditors to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly and the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

Particulars of Employees

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Sr. Full Name Current Gross Remun- Qualification No Designation & eration p.a. Nature of Duties (Rupees)

1. Kumar Taurani Chairman & Rs.90,00,000 B.Com Managing Director

2. Ramesh Taurani Managing Director Rs.90,00,000 B.Com

3. Sahas Malhotra Sr. V.PMusic Rs.60,00,000 Economics (Hons)

Full Nam Date of Experience Age Previous Joining Employment

Kumar Taurani 08/05/96 32 54 Years N.A.

Ramesh Taurani 27/09/05 31 52 Years N.A

Sahas Malhotra 08/10/10 18 37 Years Sony Music

Entertainment India

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

Conservation Of Energy

Our operations are not energy intensive. However significant measures have been taken to reduce the energy consumption by purchasing latest technology energy efficient equipments.

Technology Absorption, Adoption and Innovation

During the year, Company has not absorbed or imported any technologies.

Foreign Exchange Earnings & Outgoings

During the year ended March 31, 2012, the Company has incurred/ received foreign exchange towards the following:

Particulars 2011-121 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Outgoings:

(A) Traveling Expenses 59.92 26.06

(B) Payments to Artistes 50.05 -

(C) Music Expenses _ 10.56 Earnings:

(A) F.O.B. value of Exports 1.43 27.02

(B) Royalty (net) 257.34 122.68

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is annexed hereto and forms part of this Report. A certificate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report. The Company also submits to the stock exchange quarterly corporate governance report as required by Clause 49 of the Listing Agreement.

The Company publishes on its website various information relating to business of the Company, quarterly results, balance sheet & profit & loss account, Directors Report, Auditors Report, Shareholding pattern to keep the shareholders updated about the Company Affairs.

Management Discussion and Analysis

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

Auditors' Report

In the opinion of the Directors, the notes to accounts are self- explanatory and adequately explain the matters, which are dealt within the Auditors' Report.

Appreciation

The Directors firstly, would like to acknowledge and appreciate the efforts of the employees of the Company which they recognize as one of the prime factors in growth of the Company. Secondly, the Directors give their sincere thanks to the shareholders for their support and trust in the Company. Lastly, the Directors are grateful to the bankers, lenders, customers and associates of the Company for their co-operation at all times. The Directors strongly believe the Company has been able to reach its current level because of the constant support and best wishes of all these people.

For and on behalf of the Board of Directors

Place: Mumbai Kumar S. Taurani

Date: May 18, 2012 Chairman & Managing Director

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting their 15th Annual Report along with the Audited Accounts of the Company for the financial year ended March 31, 2011.

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. in 'thousands')

Particulars 2010-11 2009-10

Income 672418 850597

Profit/(Loss) before Depreciation, Interest, Provision for Contingencies and Taxation 121153 155025

Less: Depreciation and Interest 80421 56916

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 40732 98109

Less: Provision for Taxation

Current Tax 9046 8828

Deferred Tax - -

Fringe Benefit Tax - -

Wealth Tax 83 97

Excess / Short Provisions 35 4428

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 31568 84756

Less: Prior Period Expenses 1738 -

Profit/(Loss) After Tax 29830 84756

Add: Balance brought forward 293601 238320

Profit/(Loss) after Taxation available for Appropriation 323431 323076

Dividend 19948 21632

Dividend Tax 3236 3593

General Reserves 1500 4250

Balance carried forward to Balance Sheet 298754 293601

Share Capital 159587 173059

Reserves & Surplus 635189 679162

DIVIDEND

Your Directors recommend a dividend of @ 12.5% i.e. Rs. 1.25 per share on 15958700 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2011. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 199.48 lacs (Previous Year being Rs. 216.32 lacs) and Dividend Tax of Rs. 32.36 lacs (Previous Year being Rs. 35.93 lacs). The Dividend

Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

REVIEW OF OPERATIONS

(a) Turnover:

During the year under review, the Company's net turnover was Rs. 6659.77 lacs (including Rs. 3672.90 lacs from Royalty Receipts and 2906.25 lacs from Film Distribution Income) as compared to turnover of Rs.8423.71 lacs in the previous year. The other income in current year is Rs. 64.41 lacs as compared to Rs. 82.26 lacs in the previous year. During the year under review, the Company earned a profit of Rs. 407.31 lacs before provision for taxation and extraordinary & prior period adjustments as compared to profit of Rs. 981.09 lacs in the previous year.

(b) Film Production / Distribution/ Royalty Income:

The Company released 1 (One) hindi cinematographic film in the financial year 2010-2011 - "Prince". It has also undertaken distribution of 1(One) Punjabi Movie "Mel Kara De Rabba" which was a phenomenal success worldwide. The Company has earned majority of its revenues through exploitation of its music on digital platforms like radio, mobile and internet and licensing its movies for exploitation through Cable TV, Satellite, Pay per view, DTH, IPTV, VOD, etc.

BUY BACK

During the year, the Company has bought back 13,47,200 shares from the open market using the nation wide electronic trading facilities of the Bombay Stock Exchange Limited ('BSE') and National Stock Exchange of India Limited('NSE') from the registered shareholders/ beneficial owners. The buy back offer was open from June 11, 2010 to August 23, 2010. The total amount paid by the Company for buy back is Rs.639.96 lacs (without brokerage). The highest price paid for buy back is Rs.48.50 & the lowest price is Rs. 42.50, so the equity shares were bought back at an average of Rs.47.50. The capital structure of the Company before and after buy back is as follows:

Share Capital Pre - Buy Back Post Buy Back

Authorised Capital Rs. 20,00,00,000/- Rs. 20,00,00,000/- (2,00,00,000 Equity (2,00,00,000 Equity Shares Shares of Rs. 10/- each) of Rs. 10/- each)

Paid Up Capital Rs. 17,30,59,000/- Rs. 15,95,87,000/- (1,73,05,900 Equity (1,59,58,700 Equity Shares Shares of Rs. 10/- each fully of Rs. 10/- each fully paid-up paid-up)

FUTURE OUTLOOK

The Indian entertainment industry is among the fastest growing sectors in the country. In the past two decades entertainment industry in India has witnessed explosive growth. The popularity of Indian entertainment industry goes well beyond the geographical frontiers of the country. As India's profile rises on the global stage, interest in India's culture and entertainment industry is also bound to grow.

New Technology is driving the entertainment industry / Music Industry into the next decade, and its boundaries is merging with those of the telecommunications and information technology segments, giving rise to a host of value-added features for consumers and new revenue streams for players in the industry. There is a technology push in the industry with a wide repertoire of film and music becoming available through a variety of legitimate and convenient platforms and options like increased internet penetration, digital downloads, ring tones, introduction of DTH and IP-TV, Video on Demand, Satellite Radio and FM Radio, cable and satellite television, pay per view telecast, etc. Due to the emergence of very prominent 3G services, mobile entertainment is becoming the biggest growth driver in digitization of music & films. Large scale exploitation of movies & music is also undertaken through mobile services like ring tones, caller tunes, games, images, wallpapers, themes, song video downloads, etc.

Your company is currently in process of commencing production of a movie directed by the Abbas-Mastan which is the sequel of super hit movie the Race. The star casts of the movie include John Abraham, Saif Ali Khan, Sonakshi Sinha, Deepika Padukone & others are in finalization stage. In the current year company is in process of distributing another Punjabi Movie "Jinhe Mera Dil Lutiya".

DIRECTORS

In accordance with the provision of the Companies Act, 1956, and the Company's Article of Association, Mr. Amitabh Mundhra, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. His detailed profile forms a part of Corporate Governance Report.

PUBLIC DEPOSITS

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder and that none of matured deposits have been unpaid to the depositor(s).

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Sr. Full Name Current Gross Qualification No Designation & Remuneration p. a. Nature of Duties (Rupees)

1. Kumar Taurani Chairman & Rs.90,00,000 B. Com. Managing Director

2. Ramesh Taurani Managing Director Rs.90,00,000 B. Com.

3. Sahas Malhotra V. P. Music Rs.60,00,000 Economics (Hons)

Sr. Full Name Date of Experience Age Previous Joining Employment No

1. Kumar Taurani 08/05/96 31 53 Years N. A.

2. Ramesh Taurani 27/09/05 30 51 Years N. A

3. Sahas Malhotra 08/10/10 17 36 Years Sony Music Entertainment India

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1) In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures.

2) Accounting policies selected were applied consistently except in regard to change in the accounting policy in respect of amortization of cost of production of feature films (Refer to Note B3 of Schedule 21). Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Our operations are not energy intensive. However significant measures have taken to reduce the energy consumption by purchasing latest technology energy efficient equipments.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not absorbed or imported any technologies.

FOREIGN EXCHANGE EARNINGS & OUTGOINGS

During the year ended March 31, 2011, the Company has incurred/ received foreign exchange towards the following:

Particulars 2010-11 2009-10 (Rs. in (Rs. in thousands) thousands)

Outgoings:

(A) Traveling Expenses 2606 181

(B) Legal & Professional Fees - -

(C) Payments to Artistes 1056 -

(D) Film Production Expenses - 3251

Earnings:

(A) F.O.B. value of Exports 2702 4299

(B) Royalty (net) 12268 1887

(C) Miscellaneous Income - 55714 (Film Distribution Income)

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is annexed hereto and forms part of this Report. A certificate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report. The Company also submits to the stock exchange quarterly corporate governance report as required by Clause 49 of the Listing Agreement.

The Company publishes on its web site various information relating to business of the Company, quarterly results, balance sheet & profit & loss account, Directors Report, Auditors Report, Shareholding pattern to keep the shareholders updated about the Company Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

AUDITORS' REPORT

In the opinion of the Directors, the notes to accounts are self-explanatory and adequately explain the matters, which are dealt within the Auditors' Report.

APPRECIATION

Your Directors take this opportunity to express their sincere thanks to all the shareholders, banker, lenders & others business associates for their continuous support. Your Directors also express their gratitude to the employees for their hard work, commitment, knowledge and loyalty for the Company which has enabled the Company to achieve steady growth.

For and on behalf of the Board of Directors

Kumar S. Taurani

Chairman & Managing Director

Place: Mumbai

Date: May 11, 2011

Mar 31, 2010

The Directors have pleasure in presenting their 14th Annual Report along with the Audited Accounts of the Company for the financial year ended March 31, 2010.

HIGHLIGHTS OF FINANCIAL RESULTS

(Rs. in thousands)

Particulars 2009-10 2008-09

Income 850597 662981

Profit/(Loss) before Depreciation, Interest, Provision for Contin -gencies and Taxation 155025 165567

Less: Depreciation and Interest 56916 30543

Profit/(Loss) before Provision for Taxation, Extraordinary and Prior Period year items 98109 135024

Less: Provision for Taxation

Current Tax 8828 15298

Deferred Tax -- --

Fringe Benefit Tax -- 824

Wealth Tax 97 93

Excess / Short Provisions 4428 36

Profit/(Loss) after Provision for Taxation but before Extraordinary and Prior Period year items 84756 118774

Les: Prior Period Expenses -- 4234

Profit/(Loss) after Taxation available for Appropriation 323076 266341

Dividend 21632 19036

Dividend Tax 3593 3235

General Reserves 4250 5750

Balance carried forward to Balance Sheet 293601 238320

Share Capital 173059 173059

Reserves & Surplus 679162 619631

DIVIDEND

Your Directors recommend a dividend @ 12.5% i.e. Rs. 1.25 per share on 1,73,05,900 fully paid-up Equity Shares of Rs. 10/- each of the Company for the year ended March 31, 2010. The proposed dividend, if approved at the Annual General Meeting, will absorb a sum of Rs. 216.32 lacs (Previous Year being Rs. 190.36 lacs) and Dividend Tax of Rs. 35.93 lacs (Previous Year being Rs. 32.35 lacs). The Dividend Tax is provided at the rate applicable on the day on which the Accounts were approved by the Board of Directors.

REVIEW OF OPERATIONS

(a) Turnover:

During the year under review, the Companys net turnover was Rs. 8423.71 lacs (including Rs. 3157.17 lacs from Royalty Receipts and Rs. 4952.27 lacs from Film Distribution Income) as compared to turnover of Rs.6472.46 lacs in the previous year. The other income in current year is Rs. 82.26 lacs as compared to Rs. 157.35 lacs in the previous year. During the year under review, the Company earned a profit of Rs. 981.09 lacs before provision for taxation and extraordinary & prior period adjustments as compared to profit of Rs. 1350.24 lacs in the previous year.

During the year under review, the Company released audio of 2 (Two) Hindi Movies. The sales volumes of physical formats i.e. audio cassettes and CDs have been experiencing a downward trend. However, non-physical forms of music like mobile, radio, public performance and internet are becoming increasingly popular and the revenues from this segment during the year being Rs. 3157.17 lacs has shown a phenomenal growth of 34% as compared to previous years revenue of Rs. 2356.40 lacs.

(b) Film Production / Distribution Income:

The Company released 2 (Two) hindi cinematographic films in the financial year 2009-2010 - "Ajab Prem ki Ghazab Kahani" and "Toh Baat Pakki". The total revenues generated from production and distribution of these films in the financial year 2009-2010 are Rs.4952.27 lacs

FUTURE OUTLOOK

With the boom in the media industry a plethora of opportunities have opened up for filmmakers in India and with the multiplex culture engulfing India, filmmakers are getting several opportunities in Production and Distribution areas. A combination of factors is changing the face of Indian film distribution and production, according to industry observers.

Grabbing the immense scope in Production and Distribution, the Company plans to produce 2-3 Movies in the forthcoming year. The Company also looks forward to carrying out Distribution activities in the year ahead.

Further, since the non-physical formats are gaining popularity, the Company aims in focusing on digital operations like ring tones, music downloads, wall-papers, FM radio etc.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, and the Companys Article of Association, Ms. Radhika Pereira Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

PUBLIC DEPOSITS

During the year, under review, the Company had accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder and that none of matured deposits have been unpaid to the depositor(s).

AUDITORS

M/s. B. K. Khare & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Sr Name Age Designation Remuneration Qualification No (Yrs) (Gross) p.a.

1. Kumar Taurani 52 yrs Chairman & Rs. 90,00,000/- B. Com. Managing Director

2. Ramesh Taurani 50 yrs Managing Director Rs. 90,00,000/- B. Com.

Name Exp. Date of Last employment Years) commencement and designation of employment held

Kumar Taurani 31 08/05/1996 Business- Managing Partner

Ramesh Taurani 30 27/09/2005 Business - Partner

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY

Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not imported any technologies.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is annexed hereto and forms part of this Report. A certificate from M/s. B. K. Khare & Co, Chartered Accountants, and Statutory Auditors of the Company, regarding compliance of conditions of corporate governance stipulated by the Stock Exchanges is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

AUDITORS REPORT

In the opinion of the Directors, the notes to accounts are self-explanatory and adequately explain the matters, which are dealt within the Auditors Report. In case of valuation of inventory, entire cost of copyrights and in-house music production costs are considered for the purpose of valuation of inventories in the absence of records of title-wise stock and the entire such cost is apportioned on the stock of saleable inventory on average basis. The Management is of opinion that it will not have any material impact on valuation of inventories.

APPRECIATION

The Board of Directors place on record its appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year under review. Your Directors also place on record their sincere appreciation of the wholehearted support extended by the Government and other Statutory Authorities, Companys Bankers, Business Associates, Auditors and all the stakeholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Kumar S. Taurani

Date: May 26, 2010 Chairman & Managing Director

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