Notes to Accounts of Tips Music Ltd.

Mar 31, 2025

1. The contract assets primarily relate to the Company''s rights to consideration for services rendered but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Company issues an invoice to the customer.

2. A receivable is a right to consideration that is unconditional upon passage of time. Revenue from the sale of products is recognised at the point in time when control is transferred to the customer. Revenue from licenses where the customer obtains a "right to access" is recognised over the access period. Revenues in excess of billings is recorded as unbilled revenue and is classified as a financial asset for these cases as right to consideration is unconditional upon passage of time.

Invoicing in excess of earnings are classified as contract liability.

3. The Revenue recognised is equivalent to the contract price and there is no element of discount, rebates, incentives, etc. which are adjusted to revenue.

4. As at March 31, 2025 and March 31, 2024, the Company has no remaining obligations under existing contracts. ii.] Changes in contract liabilities:

During the year ended March 31, 2025 and March 31, 2024, the Company recognised revenue (net of foreign exchange gain or loss) of INR 7,099.99 Lakhs and INR 3,526.95 Lakhs arising from opening contracted liabilities as of April 01, 2024 and April 01, 2023 respectively.

c] Performance obligation:License Fees - Music:

The performance obligation of "right-to-use" of Music Licensing contracts gets satisfied at the time of entering into agreement/ contracts with customers.

In case of "right-to-access" of Music Licensing contracts, the Company undertakes activities that significantly affect the Music Licenses to which the customer has rights. In these cases, the performance obligation gets complete when the Customers accesses the music licenses. Payment is made as per the terms of the Contract.

Revenue from Music licensing where the customer obtains a "right to use" is recognised at the time the license is made available to the customer. Revenue from licenses where the customer obtains a "right to access" is recognised over the access period.

1] A] Contingent Liabilities to the extent not provided for in respect of :
Claims against the Company not acknowledged as debt	Year ended March 31, 2025	Year ended March 31, 2024
FEMA Act Matters	-	90.00
Service tax matter	192.02	192.02
Income tax matters	39.52	39.52
	231.54	321.54

Notes :

a. I t is not practicable to estimate the timing of cash outflows, if any, in respect of matters above pending resolution of the

arbitration / appellate proceedings. Further, the liability above excludes interest and penalty except in cases where the

Company has determined that the possibility of such levy is remote.

b. The Company does not expect any reimbursements in respect of the above contigent liabilities.

c. The Company has reviewed its proceedings and has adequately provided for where provisions are required or disclosed

as contigent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially effect on its financial statements.

(i) Pursuant to provisions of Sections 68, 69 and 70(1) and all other applicable provisions, if any, of the Companies Act, 2013 and the provisions of Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, the Company has bought back 5,95,000 (Five Lakh Ninety Five Thousand) fully paid up equity shares of the Company of face value of INR 1/- (Rupee One only) each, from all the equity shareholders/beneficial owners of the Company (excluding promoters and promoters group) who holds Equity Shares as on the record date i.e. April 22, 2024, on a proportionate basis, through the tender offer route, at a price of INR 625/- (Rupees Six Hundred Twenty Five Only) per Equity Share for an aggregate amount of up to INR 3718.75 Lakhs (Rupees Thirty Seven Crores Eighteen Lakhs Seventy Five Thousands only) excluding the Transaction Cost. All 5,95,000 equity shares bought back were extinguished on May 14, 2024 and completed the aforesaid buyback offer.

The Company funded the buy back from its free reserves, including securities premium, as explained in Section 68 of the Companies Act, 2013. In accordance with Section 69 of the Companies Act, 2013, the Company has created "Capital Redemption Reserve" of INR 5,95,000 equal to the nominal value of the shares bought back as an appropriation from retained earnings.

(ii) During the Financial Year 2023-24, 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 has sub-divided (split) its 1 (One) Equity Share of the face value of INR 10/- (Rupees Ten Only) each fully paid-up into 10 (Ten) Equity Shares of the face value of INR 1 /- (Rupee One Only) each fully paid-up,with effective from April 21, 2023 (Record Date).

b] Rights, preferences and restrictions attached to Equity shares : The company has only one class of equity shares having a par value of INR 1/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.

8] Segment Reporting

a] The segment information has been prepared in line with review of operating results by the Chief Operating Decision Maker (CODM) of the Company i.e the Board of Directors.

b] The company is presently operating in Music (Audio/Video) activity. The CODM decides on allocation of the resources to the business taking holistic view of the entire setup and hence it is considered as representing a single operating statement.

A] Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value

i] The carrying value of trade receivables, cash and cash equivalents, other bank balances, loans, trade payables and other financial assets and liabilities are considered to be the same as their fair values due to their short term nature. The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in valuation technique. The hierarchy gives highest priority to quoted prices in active market for identical assets or liabilities (Level 1 measurement) and lowest priority to unobservable inputs (Level 3 measurement).

The Company has exposure to the following risks arising from financial instruments:

* Credit Risk ;

* Liquidity Risk ; and

* Market Risk comprising of foreign exchange risk and other price risk.

i] Risk Management objectives

The Company''s activities expose it to a variety of financial risks viz. credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.

ii] Credit riska] Credit Risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivable from customers

b] Cash and cash equivalents and Bank balances other than Cash and cash equivalents

The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month''s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts.

c] Loans and Advances

The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasn''t had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the Other financial assets and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.

d] Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. Exposures to customers outstanding at the end of each reporting period are reviewed by the company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the company have not undergone any substantial change, the company expects the historical trend of minimal credit losses to continue.

On account of adoption of IND AS 109, the Company uses expected credit loss model to assess the Impairment loss. The Movement of expected credit provision (allowance for bad and doubtful receievables) made by the Company are as under:

iii] Liquidity risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company''s reputation.

Maturity profile of financial liabilities

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv] Market Risk

Market risk is the risk that the fair value or future cash flows of a financials instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk currency risk and other risk such as equity price risk. the objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Fair values and risk management a] Currency Risk

The company is exposed to currency risk on account of its receivables / payables in foreign currency. The functional currency of the Company in Indian Rupees.

i) Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)iii) Sensitivity analysis

A reasonably possible strengthening (weakening) of the foreign Currency against the Indian Rupee at March 31, 2025 would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

b] Price Risk

Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is exposed to the price risk mainly from investment in mutual funds. Investments in mutual funds are made primarily in medium/short tenure funds and are not exposed to significant price risk.

10] Capital ManagementRisk Management

The Company''s capital management objectives are:

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company

The Company monitors capital on the basis of the net debt to adjusted capital ratio. This ratio is calculated as net debt dividend by adjusted capital. Net debts is calculayed as the total borrowings and lease liabilities less cash and cash equivalents and other bank balances. Adjusted capital includes all components of equity other than amounts accumulated in cash flow hedging reserve.

12] Employee Benefits:

The Company contributes to the following post-employment defined benefit plans in India

i] Post Employment Defined Contribution Plans :

The contributions to the Provident Fund and Family Pension fund of certain employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution. The Company recognized INR 11.25 Lakhs for year ended March 31,2025 (INR 10.01 Lakhs for year ended March 31,2024) provident fund contributions in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

ii] Post Employment Defined Benefit Plans :Gratuity

The Company participates in the Employees Gratuity scheme, a funded defined benefit plan for qualifying employees. Gratuity is payable to all eligible employees on death or on separation / termination in terms of the provisions of the Payment of Gratuity Act, 1972. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity Trust fund.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31,2025. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

k] Sensitive Analysis

The impact to the value of the defined benefit obligation of a reasonably possible change to one actuarial assumption, holding all other assumption constant, is presented in the table below. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method has been applied as when calculating the defined benefit liability recognised in the balance sheet.

iii] Leave Obligation

The Company provides leave to employees. The employees at the end of the financial year can carry forward their balance leave to the subsequent financial year and it gets lapsed if not availed in that subsequent financial year. The Company Rules does not provide encashment of Leave at any time during the tenure of employment and also on retirement or termination. The Company records a provision for leave obligation at the end of the financial year. The total provision recorded by the Company towards this obligation was INR 6.38 lakhs and INR 6.46 lakhs as at March 31, 2025 and March 31, 2024.

Note-15] Additional regulatory information required by Schedule III

a. There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transaction Act, 1988 and rules made thereunder.

b. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

c. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

d. The Company has not traded or invested in crypto currency or virtual currency during the current year or previous yesr.

e. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

f. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions

of the Income Tax Act, 1961).

g. The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

h. The Company has not revalued its property, plant and equipment (including right to Use assets) or other intangible assets or both during the year or previous year.

i. The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017

j. The Company has not entered into any scheme of arrangement which has an accounting impact on current year or previous year.

17] There have been no significant events after the reporting period and before the approval of financial statements which would require a change to or additional disclosure in the financial statements.

18] Previous year''s figures have been regrouped/reclassified wherever necessary.

The accompanying notes form an integral part of the financial statements.

Mar 31, 2024

1] A] Contingent Liabilities to the extent not provided for in respect of : a] Claims against the Company not acknowledged as debt
	As at March 31, 2024	As at March 31, 2023
Penalty under FEMA Act	90.00	90.00
Service Tax matter	192.02	192.02
Income Tax liability for Assessment year 2020-21	1757	1757
Income Tax demand for Assessment year 2018-19 **	21.95	21.95
	321.54	321.54

** As this demand is towards dividend distribution tax, which has been already paid by the company September 26, 2018, rectification letter u/s 154 of same has been filed on May 18, 2022, on rectification of same at income tax site, the said amount would be refunded back to the company.

b] There has been a Supreme Court Judgement dated February 28, 2019, relating to components of salary structure that need to be taken into account while computing the contribution to provident fund under the EPF act. There are interpretative aspects related to the judgement including the effective date of application. The Company will continue to assess any further developments in this matter for the implications on financial statements, if any.

c] The Code on Social Security, 2020 ("Code") relating to employees benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/ interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

B] Subsequent Event

Pursuant to Board and Shareholders approval to buyback of up to 5,95,000 equity shares of INR 1/- each through tender offer route at a price of INR 625/- each, Letter of Offer was made to all eligible shareholders. The Buyback offer was commenced from April 24, 2024 and will be closed on May 03, 2024.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

The Company has incurred expenses relating to short term leases and leases of low value assets for certain accommodation. Terms of such lease include option for renewal on mutually agreed terms. There are no restrictions imposed by lease arrangements and there are no purchase options or sub leases or contingent rents. Operating lease rentals for the year recognised in Statement of Profit and Loss amounts to INR 58.40 Lakhs (PY 2022-23 - INR 55.68 Lakhs).

The total cash outflow for leases is INR 186.60 Lakhs (PY 2022-23 - INR 131.68 Lakhs) for the year, including cash outflow for short term leases and leases of low value assets.

4] Company as a Lessor

Rent income includes payments of INR 29.49 Lakhs (PY 2022-23 - INR 29.29 Lakhs) for the year relating to agreements entered into by the Company. There are no restrictions imposed by lease arrangements and there are no contingent rents recognised as income for the period. These lease arrangements inter alia include escalation clause/option for renewal.

* During the Financial year 2023-24, the Company has unspent amount of CSR obligation of INR 83.14 lakhs to be spend on CSR activities. The Company has transferred INR 83.14 lakhs into the Unspent CSR Account, which will be spent within 3 years subsequent to the reporting Financial Year as per the provisions of the Companies Act, 2013 read with rules made thereunder.

# During the Financial year 2022-23, the Company had unspent amount of CSR obligation of INR 3.22 lakhs to be spend on CSR activities. The Company had transferred INR 3.25 lakhs into the Unspent CSR Account, which has been spent during reporting FY as per the provisions of the Companies Act, 2013 read with rules made thereunder.

6] Share Capital

a] Rights, preferences and restrictions attached to Equity shares : The company has only one class of equity shares having a par value of INR 1/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.

e] During the Financial Year 2023-24, 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 has sub-divided (split) its 1 (One) Equity Share of the face value of INR 10/- (Rupees Ten Only) each fully paid-up into 10 (Ten) Equity Shares of the face value of INR 1 /- (Rupee One Only) each fully paid-up,with effective from April 21, 2023 (Record Date).

7] Dues to micro, small and medium enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from October 2, 2006, as amended on June 01,2020, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

Note : Related party relationship is as identified by the Company and relied upon by the Auditors.

Above transactions with related parties are made on terms equivalent to those that prevail in arms length transaction. Outstanding balances at year end are unsecured.

* In the previous year, due to demerger reimbursement of expenses receivable amounts are shown on net basis.

9] Segment Reporting

The Company operates in single business segment i.e. Music (Audio/Video). Accordingly there are no separately reportable as per IndAs 108 on operating segment and no further disclosure required.

10] Financial instruments - Fair values and risk management A] Accounting classification and fair values

The company''s has exposure to the following risks arising from financial instruments:

* Credit Risk ;

* Liquidity Risk ; and

* Market Risk

i] Risk Management objectives

ii] Credit risk

a] Credit Risk management

Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company deals with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company uses publicly available financial information and its own trading records to rate its major customers. The Company''s exposure and credit ratings of its counterparties are regularly monitored and the aggregate value of transactions concluded is spread amongst counterparties.

b] Cash and Cash equivalents and other Bank balances

The Company held cash and cash equivalents and other bank balances of INR 13,118.92 Lakhs as on March 31, 2024 (March 31,2023 : INR 9,573.12 Lakhs). The cash and cash equivalents are held with bank counterparties with good credit ratings.

c] Loans and Advances :

The Company held loans and other financials assets of INR 5,633.29 Lakhs as on March 31,2024 (March 31,2023 : INR 1,430.86 Lakhs). The loans and other financials assets are in nature of rent deposit paid to landlords, bank deposits and others and are fully recoverable.

d] Trade receivables :

iii] Liquidity risk

iv] Market Risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

Financial instruments - Fair values and risk management a] Currency Risk

The company is exposed to currency risk on account of its receivables / payables in foreign currency. The functional currency of the Company in Indian Rupees.

i) Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)

The currency profile of financial assets and financial liabilities as at March 31,2024 and March 31,2023 are as below :

iii) Sensitivity analysis

A reasonably possible strengthening (weakening) of the foreign Currency against the Indian Rupee at March 31, 2024 would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

b] Price Risk

Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is exposed to the price risk mainly from investment in mutual funds. Investments in mutual funds are made primarily in units of fixed maturity and short /liquid funds and are not exposed to significant price risk.

11] Capital Management a] Risk Management

The Company''s capital management objectives are:

- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital

Consistent with others in the industry, the company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company

12] Employee Benefits:

The Company contributes to the following post-employment defined benefit plans in India

i] Post Employment Defined Contribution Plans :

The contributions to the Provident Fund and Family Pension fund of certain employees are made to a Government administered

Provident Fund and there are no further obligations beyond making such contribution. The Company recognized INR 10.01 Lakhs for year ended March 31,2024 (INR 10.37 Lakhs for year ended March 31,2023) provident fund contributions in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

ii] Post Employment Defined Benefit Plans :Gratuity

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31,2024. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumption the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the Balance Sheet.

iii] Leave Obligation

The Company provides leave to employees. The employees at the end of the financial year can carry forward their balance leave to the subsequent financial year and it gets lapsed if not availed in that subsequent financial year. The Company Rules does not provide encashment of Leave at any time during the tenure of employment and also on retirement or termination. The Company records a provision for leave obligation at the end of the financial year. The total provision recorded by the Company towards this obligation was INR 6.46 lakhs and INR 6.08 lakhs as at March 31,2024 and March 31,2023.

iv] Risk Exposure

Through its defined benefit plans, the Company is exposed to some risks, the most significant of which are detailed below: Discount rate risk

The Company is exposed to the risk of fall in discount rate. A fall in discount rate will eventually increase the ultimate cost of providing the above benefit thereby increasing the value of the liability.

Salary growth risks

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.

Demographic risk

In the valuation of the liability, certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the benefit cost.

15) Additional regulatory information required by Schedule III

1 The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

2 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3 The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

4 The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.

5 The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

6 The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

7 The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.

8 The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of

the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 *0.00 denotes amounts less than INR 1.00 lacs

**In the financial years ended March 31,2024 and March 31,2023, the Company did not have any transaction with above equity shareholders, being the companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956. Our Company has not allotted any Equity share to the said companies. The shareholding data is as per the record of beneficiary position downloaded by the Registrar and Transfer Agent of the Company from the database maintained by the depositories and reported to us for the purpose of this disclosure.

16] Earnings Per Share (EPS)

17] The Company has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. In case of vendor and customer master records, the audit trail feature is not enabled for the period April 01, 2023 to January 09, 2024. The Company has enabled audit trail feature from January 10, 2024 onwards for vendor and customer master records. Further, no instance of audit trail feature being tampered with was noted in respect of the software.

18] Previous year''s figures have been regrouped/reclassified wherever necessary.

Mar 31, 2023

General reserve: Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, 2013 (the "Companies Actâ ), the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn. The amount credited to the reserve can be utilised by the company in accordance with the provisions of the Companies Act.

* The Company is hopeful of favorable decisions for the appeal pending before the Hon''ble Supreme Court. The Hon''ble Supreme Court has granted stay until disposal of petition.

** As this demand is towards dividend distribution tax, which has been already paid by the company 26.09.2018, rectification letter u/s 154 of same has been filed on 18/05/22, on rectification of same at income tax site, the said amount would be refunded back to the company.

b] There has been a Supreme Court Judgement dated 28 Feb 2019, relating to components of salary structure that need to be taken into account while computing the contribution to provident fund under the EPF act. There are interpretative aspects related to the judgement including the effective date of application. The Company will continue to assess any further developments in this matter for the implications on financial statements, if any.

c] The Code on Social Security, 2020 ("Codeâ) relating to employees benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/ interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

B] Subsequent Event

Pursuant to Board and Shareholder''s approval, the equity shares of the Company were split/sub-divided such that each equity share having face value of INR 10/- (Rupees Ten only) fully paid-up, was sub-divided into ten (10) equity shares having face value of INR

1/- (Rupee One only) each, fully paid-up with effect from April 21, 2023 (Record Date). Accordingly, the equity shares under the Authorised, Issued, Subscribed and Paid-Up Share Capital shall be adjusted to give effect to sub-division of shares.

The total cash outflow for leases is INR 131.68 Lakhs (2021-22 - INR 83.75) for the year, including cash outflow for short term leases and leases of low value assets.

4] Company as a Lessor

Rent income includes payments of INR 29.29 Lakhs (2021-22 - INR 28.77 Lakhs) for the year relating to agreements entered into by the Company. There are no restrictions imposed by lease arrangements and there are no contingent rents recognised as income for the period. These lease arrangements inter alia include escalation clause/option for renewal.

* During the Financial year 2022-23, the Company has unspent amount of CSR obligation of INR 3.22 lakhs to be spend on CSR activities. The Company has transferred INR 3.25 lakhs into the Unspent CSR Account, which will be spent within 3 years subsequent to the reporting FY as per the provisions of the Companies Act, 2013 read with rules made thereunder.

# During the Financial year 2021-22, the Company has unspent amount of CSR obligation of INR 31.51 lakhs to be spend on CSR activities. Due to lockdown and other challenges during of Covid 19 pandemic, there was a delay in expenditure on the appropriate projects. The Company has transferred INR 32.00 lakhs into the Unspent CSR Account, which will be spent within 3 years subsequent to the reporting FY as per the provisions of the Companies Act, 2013 read with rules made thereunder.

6] Share Capital

a] Rights, preferences and restrictions attached to Equity shares : The company has only one class of equity shares having a par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.

d] Information on equity shares alloted without receipt of cash or alloted as bonus shares or shares bought back

During the Financial Year 2022-23, the Company had bought back 1,26,000 Equity Shares of INR 10/- each through tender offer route at a price of INR 2,600/- and in the FY 2020-21 Company had bought back 13,50,000 Equity Shares of INR 10/- each through tender offer route at a price of INR 140/-.

7] Borrowings :

Nature of Securities and Terms of Repayment Overdraft Facilities

Overdraft Facility of Nil (Previous Year Nil) from two Banks are secured on first paripassu charge by way of hypothecation of Current and Future Audio Library (IPR) of the Company and also charge by way of mortgage of office premises owned by the Company situated at Mumbai and residential premises owned by the promoters. Further, personal guarantee of both the executive directors has been provided. The overdraft facility is repayable in 7 yearly equal installments at interest rate @ 11.20% p.a. Last installment dues were in August, 2021 and April, 2025 respectively, but repaid the same in August 3, 2020.

8] Dues to micro and small suppliers

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from October 2, 2006, as amended on June 01, 2020, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

10] Segment Reporting

The Company operates in single business segment i.e. Music (Audio/Video). Accordingly there are no separately reportable as per IndAs 108 on operating segment and no further disclosure required.

11] Financial instruments - Fair values and risk management A] Accounting classification and fair values

There are no transfers between Level 1 and Level 2 during the year

Financial instruments - Fair values and risk management

i] Valuation technique used to determine fair value Specific valuation technique used to value financial instruments include: The mutual funds are valued using closing NAV available in the market.

B] Financial risk management

The Company has exposure to the following risks arising from financial instruments:

* Credit Risk ;

* Liquidity Risk ; and

* Market Risk

i] Risk Management objectives

The Companys activities expose it to a variety of financial risks viz. credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.

ii] Credit risk

a] Credit Risk management

b] Cash and Cash equivalents and other Bank balances

The Company held cash and cash equivalents and other bank balances of INR 9,692.77 Lakhs as on March 31, 2023 (March 31, 2022 : INR 6,192.75 Lakhs). The cash and cash equivalents are held with bank counterparties with good credit ratings.

c] Loans and Advances :

The Company held loans and other financials assets of INR 1,311.21 Lakhs as on March 31, 2023 (March 31, 2022 : INR 1,492.78 Lakhs). The loans and other financials assets are in nature of rent deposit paid to landlords, bank deposits and others and are fully recoverable.

d] Trade receivables :

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting

customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

iii] Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

As of March 31, 2023 and March 31, 2022 the Company had unutilized credit limits from banks is Nil (fully repaid), Nil (fully repaid) respectively.

Maturity profile of financial liabilities

iv] Market Risk

Financial instruments - Fair values and risk management

a] Currency Risk

The company is exposed to currency risk on account of its receivables / payables in foreign currency. The functional currency of the Company in Indian Rupees.

i) Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)

The currency profile of financial assets and financial liabilities as at March 31,2023 and March 31, 2022 are as below :

iii) Sensitivity analysis

A reasonably possible strengthening (weakening) of the foreign Currency against the Indian Rupee at March 31 would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

b] Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

ii) Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

iii) Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

c] Price Risk

Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is exposed to the price risk mainly from investment in mutual funds. Investments in mutual funds are made primarily in units of fixed maturity and liquid funds and are not exposed to significant price risk.

12] Capital Management a] Risk Management

The Company''s capital management objectives are:

- safeguard their ability to continue as A going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company

13] Employee Benefits:

The Company contributes to the following post-employment defined benefit plans in India

i] Post Employment Defined Contribution Plans :

The contributions to the Provident Fund and Family Pension fund of certain employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution. The Company recognized INR 10.37 Lacs for year ended March 31, 2023 (INR 9.56 Lacs for year ended March 31, 2022) provident fund contributions in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

ii] Post Employment Defined Benefit Plans :

Gratuity

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2023. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

iii] Leave Obligation

The Company provides leave to employees. The employees at the end of the financial year can carry forward their balance leave to the subsequent financial year and it gets lapsed if not availed in that subsequent financial year. The Company Rules does not provide encashment of Leave at any time during the tenure of employment and also on retirement or termination. The Company records a provision for leave obligation at the end of the financial year. The total provision recorded by the Company towards this obligation was INR 6.08 lakhs and INR 6.81 lakhs as at March 31,2023 and March 31, 2022.

Employee Benefits:

iv] Risk Exposure

Through its defined benefit plans, the Company is exposed to some risks, the most significant of which are detailed below:

Discount rate risk

Salary growth risks

Demographic risk

14] Recent accounting pronouncements - Standards issued but not yet effective:

Ministry of Corporate Affairs ("MCAâ) notifies new standard or amendments to the existing standards under Companies (Indian Accounting

Standards) Rules as issued from time to time. On March 31, 2023, MCA issued the Companies (Indian Accounting Standards) Amendment

Rules, 2023, applicable from April 1,2023, as below:

1) Ind AS 1 - Presentation of Financial Statements The amendments require companies to disclose the material accounting policies rather than significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general-purpose financial statements.

2) Ind AS 12 - Income Taxes The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

3) Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertaintyâ Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty.

The Company is assessing the impact of these changes and will accordingly incorporate the same in the financial statements for the year ending March 31,2024.

1 The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

2 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)

with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner

whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3 The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

4 The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.

5 The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income

during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

7 The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.

8 The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of

the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 *0.00 denotes amounts less than INR 1.00 lacs

**In the financial years ended March 31, 2023 and March 31, 2022, the Company did not have any transaction with above equity shareholders, being the companies whose names have been struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956. Our Company has not allotted any Equity share to the said companies. The shareholding data is as per the record of beneficiary position downloaded by the Registrar and Transfer Agent of the Company from the database maintained by the depositories and reported to us for the purpose of this disclosure.

10 The Company does not have any bank borrowings during the current and previous year.

11 The Company had entered into a scheme pursuant to the Composite Scheme of Arrangement (the ''Scheme''), duly sanctioned by the National Company Law Tribunal (NCLT), Mumbai Bench vide Order dated March 3, 2022, with effect from the Appointed Date i.e., April 1, 2021, the Film Production and Distribution business of the Company (''the demerged undertaking''), stands transferred into the "Tips Films Limitedâ, (''the resulting company'' or ''TFL). of arrangement which has an accounting impact in FY 2021-22. For a detail refer Note No 34(17)

16] Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares * Also refer note 34 (1)(B) on split/sub-division of equity shares of the Company subsequent to the year end. The Earnings per share (EPS) numbers of the year and previous year presented above have been restated to have impact of the split/ sub-division of equity shares of the Company.

17] Composite Scheme of Arrangement a) Description

Pursuant to the Composite Scheme of Arrangement (the ''Scheme''), duly sanctioned by the National Company Law Tribunal (NCLT), Mumbai Bench vide Order dated March 3, 2022, with effect from the Appointed Date i.e., April 1,2021, the Film Production and Distribution business of the Company (''the demerged undertaking''), stands transferred into the "ââTips Films Limitedââ, (''the resulting company'' or ''TFL).

OnreceiptoftheorderdatedMarch3,2022fromNCLTsanctioningtheSchemeanduponfilingthesamewithRegistrarofCompaniesonMarch23, 2022, the Scheme has become effective. The NCLT order effect has been considered in the financial year ended March 31,2022 by transferring the carrying amount of assets and liabilities pertaining to the demerged undertaking with effect from the Appointed Date of April 01,2021.

On scheme becoming effective, the difference between the carrying amount of assets and liabilities was set off first against the Securities Premium Account and balances with the Retained Earnings The total Net Assets transferred by the Company is INR 6070.84 Lakhs. Pursuant to the Scheme of Demerger of the business, as stated above, the figures for the year ended March 31,2022 are not comparable with corresponding figures for the year ended March 31,2021.

c) Pursuant to the Order the difference between the book value of the assets and laibilities transferred to the resulting company Tips Films Limited has been debited to the following reserves of the Company

Particulars	Amount
Securities Premium Account	43.72
Retained earnings	6,027.12
Total	6,070.84

18] Previous year''s figures have been regrouped/reclassified wherever necessary.

Mar 31, 2018

4] Leases

The Company has cancellable operating lease arrangements for certain accommodation. Terms of such lease include option for renewal on mutually agreed terms. There are no restrictions imposed by lease arrangements and there are no purchase options or sub leases or contingent rents. Operating lease rentals for the year recognized in Statement of Profit and Loss amounts to '' 103 Lakhs (previous year -'' 104 Lakhs).

5] Corporate Social Responsibility

a] As required by Section 135 of Companies Act, 2013 and rules therein, a Corporate social responsibility committee has been formed by the Company. The Company has spent the following amount during the year towards corporate social responsibility (CSR) for activities listed under Schedule VII of the Companies Act, 2013.

Gross amount required to be spent by the Company during the year 2017-18 Rs, NIL (Previous year Rs, NIL)

6] Proposed Dividend

The Board of Directors at its meeting held on May 28, 2018 have recommended a payment of final dividend of Rs, 1/- (Rupees One only) per equity share of face value of Rs, 10 each for the financial year ended March 31, 2018. The same amounts to Rs, 143.19 lakhs excluding dividend distribution tax of Rs, 29.15 lakhs. Same is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognized as a liability.

7] Share Capital

a] Rights, preferences and restrictions attached to Equity shares : The company has only one class of equity shares having a par value of Rs, 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.

d] Information on equity shares alloted without receipt of cash or alloted as bonus shares or shares bought back

During the Financial Year 2010 - 11, the Company had bought back 1,347,200 Equity Shares of Rs, 10/- each from open market at an average price of Rs, 47.50/-.

During the Financial Year 2012 - 13, the Company had bought back 600,060 Equity Shares of Rs,10/- each from open market at an average price of Rs, 77.18/During the Financial Year 2015 - 16, the Company had bought back 290,958 Equity Shares of Rs, 10/- each from open market at an average price of Rs, 62.83/During the Financial Year 2016 - 17, the Company had bought back 749,023 Equity Shares of Rs, 10/- each from open market at an average price of Rs, 63.34/] Borrowings :

Nature of Securities and Terms of Repayment

i] Overdraft Facilities

Overdraft Facility of Rs, 2,229 lacs (March 31, 2017 Rs, 5,314 lacs, April 1, 2016 Rs, 7,092 Lacs) from two Banks are secured on first paripassu charge by way of hypothecation of Current and Future Audio Library (IPR) of the Company and also charge by way of mortgage of office premises owned by the Company situated at Mumbai and residential premises owned by the promoters. Further, personal guarantee of both the executive directors has been provided. The overdraft facility is repayable in 7 yearly equal installments. Last installment dues are in August, 2020 and September, 2021 respectively.

ii] Term Loans

a) Term Loan from Life Insurance Corporation of India is repayable on the maturity of employer-employee insurance policy of the Directors taken by the Company. The Loan is secured by lien on the policy. The Policy is maturing in March, 2023.

b) Term Loan of from Standard Chartered Bank is repayable in 87 Installments as revised, and is secured by hypothecation of Commercial Premises owned by Relatives of the Directors. The monthly EMI is Rs,11.25 lacs.

9] Dues to micro and small suppliers

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from October 2, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

10] Related Party Disclosure

i] List of related parties and nature of their relationship is furnished below:

a) Subsidiaries where control exits NIL

b) Joint Ventures NIL

c) Key Management Personnel Mr. Kumar S Taurani -Chairman & Managing Director

Mr. Ramesh S Taurani - Managing Director Mr. I T Gursahani - Chief Financial Officer Ms. Bijal Patel - Company Secretary Non Executive Independent Director Ms. Radhika Pereira Mr. Amitabh Mundhra Mr. Venkitaraman Iyer

d) Relatives of Key Management Personnel Mrs. Renu K Taurani

Mrs. Varsha R Taurani Mr. Kunal K Taurani Mr. Girish K Taurani Ms. Sneha R Taurani Ms. Jaya R Taurani Ms. Raveena R Taurani Ms. Krsna G Taurani Ms. Pratima I Gursahani

e) Enterprise owned or significantly influenced by Key NIL Management Personal or their relatives, where transactions have taken place

11] Segment Reporting

The Company''s Chief Operating Decision Maker (''CODM'') examines the Company performance and has identified two reportable segments of its business.

a) Music (Audio/ Video)

b) Film Production/ distribution

The segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statement. Also the Company borrowings (including finance costs and interest income), income taxes and investments are managed at head office and are not allocated to operating segments.

Segment Revenue is measured in the same way as in the Statement of Profit and Loss.

Segment assets and liabilities are measured in the same way as in the financial statements. These assets are allocated based on the operations of the segment.

B] Financial risk management

The Company has exposure to the following risks arising from financial instruments:

* Credit Risk ;

* Liquidity Risk ; and

* Market Risk

i] Risk Management objectives

The Companyâs activities expose it to a variety of financial risks viz. credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors

ii] Credit risk management

a] Credit Risk

b] Cash and Cash equivalents and other Bank balances

The Company held cash and cash equivalents and other bank balances of ''788.44 lakhs as on March 31, 2018 (March 31, 2017 : ''109.09 lakhs and April 01, 2016 : '' 187.57 lakhs). The cash and cash equivalents are held with bank counterparties with good credit ratings.

c] Loans and Advances :

The Company held Loans and Advances of '' 510 lakhs as on March 31, 2018 (March 31, 2017 : '' 510/- and April 01, 2016 : '' 508 lakhs). The loans and advances are in nature of rent deposit paid to landlords and are fully recoverable.

iii] Liquidity risk

As of March 31, 2018, March 31, 2017 and April 01, 2016 the Company had unutilized credit limits from banks of '' 2,416 lakhs, '' 759 lakhs and ''409 lakhs respectively.

Maturity profile of financial liabilities

iv] Market Risk

Currency Risk

The company is exposed to currency risk on account of its borrowings and other receivables / payables in foreign currency. The functional currency of the Company in Indian Rupees.

Financial instruments - Fair values and risk management Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)

The currency profile of financial assets and financial liabilities as at March 31, 2018, March 31, 2017 and April 01, 2016 are as below :

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in INR, are as follows:

v] Interest rate risk

Exposure to interest rate risk

Company''s interest rate risk arises from borrowings. The interest rate profile of the Company''s interest bearing financial instruments as reported to the management of the Company is as follows

13] Capital Management

The Company''s capital management objectives are:

- to ensure the company''s ability to continue as A going concern

- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents and maturity profile of the overall of the Company.

14] Employee Benefits:

The Company contributes to the following post-employment defined benefit plans in India

i] Post Employment Defined Contribution Plans :

The Company recognized Rs, 8.28 lakhs for year ended March 31, 2018 (Rs, 8.94 lakhs for year ended March 31, 2017) provident fund contributions in the Statement of Profit and Loss.

The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

ii] Post Employment Defined Benefit Plans :

Gratuity

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31, 2018. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

The following table sets forth the particulars in respect of the Gratuity Plan (Funded) of the Company.

Employee Benefits: iii] Leave Obligation

iv] Risk Exposure

Through its defined benefit plans, the Company is exposed to some risks, the most significant of which are detailed below:

Discount rate risk

Salary growth risks

Demographic risk

15] Deferred Tax Assets / Liabilities

Considering the nature of the business of the Company, during the year ended March 31, 2018, Company had not recognized the deferred tax liability for current year and also for earlier years on the timing difference in accounting of inventory for which auditors have qualified their report for the same. Company has not recognized the Deferred tax liability on unamortized cost of production as in the opinion of the management the Company will have sufficient unabsorbed depreciation and business losses in the year in which timing differences will reverse.

17] Earnings per share (EPS)

18] First time adoption of Ind AS

A] Transition to Ind AS

For the purposes of reporting as set out in note 34, the Company has transitioned the basis of accounting from Indian generally accepted accounting principles ("IGAAP") to Ind AS. The accounting policies set out in note 34 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 01, 2016 (the "transition date").

In preparing the opening Ind AS balance sheet as at 1^st April, 2016 and in presenting the comparative information for the year ended March,

31, 2017, the Company has adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected the financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, the Company did not revise estimates previously made under IGAAP except where required by Ind AS.

B] Exemption and exceptions availed B.1 Ind AS optional exemptions B.1.1 Property plant and equipment and Investment Property

The company has elected to continue with the carrying value for all its Propert, Plant and Equipment as recognized in its Indian GAAP financial statements as deemed cost at the date of transition.

B.2 Ind AS mandatory exceptions B.2.1 Estimates

The estimates as April 01, 2016 and March 31, 2017 are consistent with those made for the same dates in accordance with the Indian GAAP (after adjustments to reflect any differences if any, in accounting policies). The Company has made estimates for following items in accordance with Ind AS at the date of transaction as these were not required under IGAAP:

1] Investment in Mutual Fund carried at FVTPL;

B.2.2 Classification and measurement of financial assets

The Company has classified and measured the financial assets on the basis of the facts and circumstances that exists at the date of transaction to Ind AS.

D] Notes to Reconciliation

1] Fair valuation of investments in mutual funds: Under the Ind AS, the Investments in mutual funds have been accounted at fair value through Statement of Profit and Loss instead of accounting at lower of cost and fair value under IGAAP.

2] Proposed Dividend: Under Ind AS, the liability for final dividend is recognized in the period in which it is approved by shareholders. Accordingly, final dividend proposed and accounted for under the previous GAAP has been adjusted in equity

3] Remeasurement cost of net defined benefit liability: The Remeasurement cost arising primarily due to change in actuarial assumptions has been recognized in Other Comprehensive Income (OCI) under Ind AS instead of Statement of Profit and Loss under previous GAAP.

4] Investment Property : Under the previous GAAP, Investment Property were presented as part of property, plant and equipment. Under Ind AS, Investment properties are required to be separately presented on the face of the balance sheet. Accordingly, carrying amount PPE reduced by Rs, 2155 Lakhs as at March 31, 2018 (March 31, 2017 - Rs, 2200 Lakhs) and same is disclosed as Investment Property in the respective period. However, there is no impact on the total equity or profit as a result of this adjustment

5] The company has elected to continue with the carrying value for all its Propert, Plant and Equipment as recognized in its Indian GAAP financial statements as deemed cost at the date of transition.

Mar 31, 2016

a. Rights/Terms attached to Equity Shares

Company has only one class of shares referred to as equity shares having par value Rs,10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board of Directors in their meeting held on May 25, 2016, proposed dividend of Rs,1/- per equity share (in previous year Rs,1/- per equity share). In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential share amounts. However no such preferential shares amount exist currently. The distribution will be in proportion to the number of equity shares held by shareholders.

c. information on equity shares allotted without receipt of cash or allotted as bonus shares or shares bought back

During the Financial Year 2010 - 11, the Company had bought back 1,347,200 Equity Shares of Rs,10/- each from open market at an average price of Rs, 47.50/During the Financial Year 2012 - 13, the Company had bought back 600,060 Equity Shares of Rs,10/- each from open market at an average price of Rs,77.18/During the Financial Year 2015 - 16, the Company had bought back 290,958 Equity Shares of Rs,10/- each from open market at an average price of Rs,62.83/-

Nature of Securities and Terms of Repayment

i) Term Loan from Life Insurance Corporation of India is repayable on the maturity of Life Insurance Policy taken by the Company. The Loan is secured by Lien on the Keyman Insurance Policy of Director and same is being maturing on 01/01/2017.

ii) Overdraft Facility from Bank, balance outstanding amounting to Rs, 5,235/- (March 31, 2015 Rs, 6,503/-) is secured by way of pari passu first charge along with another bank on all the Intellectual Property Rights (IPR) of the audio Library of the company, current and future and is receivable plus personal guarantee of both the directors with exclusive charge on escrow of royalty income from Phonographic Performance Ltd (PPL) and also a charge by way of mortgage of office premises owned by the Company. The overdraft facility is repayable in 7 yearly equal installments from August 2014. Last installment due in August 2020.

iii) Overdraft Facility from Bank , balance outstanding amounting to Rs, 1,857/- (March 31, 2015 : Rs,2,498/- ) is secured by way of pari passu first charge along with another bank on all the Intellectual Property Rights (IPR) of the audio Library of the company, current and future and also a charge by way of mortgage of Residential/Commercial Premises owned by promoters. The Term Loan is also secured by lien on the keyman insurance policy of the Director with LIC of India .The overdraft facility is repayable in 7 yearly equal installments from September 2015, Last installment due in September 2021.

iv) Term Loan from Standard Chartered Bank is repayable in 128 monthly Installments of Rs,13/- each from the date of loan viz. 28/03/2013 and is secured by hypothecation of Commercial Premises owned by Relatives of Directors.

* The Company is hopeful of favorable decisions for the appeal pending before the Hon''able Supreme Court. The Hon''able Supreme Court has granted stay until disposal of petition.

** The management has taken an opinion from the consultant in respect of value added tax demand against the company. The management is confident that the case will be decided in favour of the Company based on its own assessment as well as opinion provided by the consultant.

1. During the year, the Company has made a representation to the Central Government with respect to the excess managerial remuneration paid/ to be paid for the period June1, 2015 to May 31, 2018. However, the approval from Central Government is awaited.

2. Trade Receivables, Trade Payables and advances are subject to confirmations and reconciliation, if any.

3. Provision for Tax:

The current tax provision is based on tax payable on book profits computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book profit tax is not recognized in the books in view of the uncertainty about future taxable profits.

4. DISCLOSURE REQUIRED AS PER ACCOUNTING STANDARDS ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA.

a) Gratuity:

(i) Description of the Plan:

The Company has covered its gratuity liability by a Group Gratuity Policy named ''Employee Group Gratuity Assurance Scheme'' issued by LIC of India. Under the plan, employee at retirement is eligible for benefit, which will be equal to 15 days salary for each completed year of service. Thus, it is a defined benefit plan and the aforesaid insurance policy is the plan asset.

b) Key Management Personnel:

Kumar S. Taurani Chairman & Managing Director I T Gursahani Chief Financial Officer

Ramesh S. Taurani Managing Director Bijal Patel Company Secretary

c) Relatives of Key Management Personnel:

Mrs. Renu K. Taurani, Mrs. Varsha R. Taurani, Mr. Kunal K. Taurani, Mr. Girish K. Taurani, Ms. Sneha R. Taurani, Ms. Jaya R. Taurani, Ms. Raveena R. Taurani, Ms. Kavita S. Lakhani, Ms. Bhagwanti P. Mulani and Ms. Pratima I. Gursahani

5. DEFERRED TAX ASSETS/ LIABILITIES

Considering the nature of the business of the Company, during the year ended March 31, 2016, Company had not recognized the deferred tax liability for current year and also for earlier years on the timing difference in accounting of inventory for which auditors have qualified their report for the same. Company has not recognized the Deferred tax liability on unamortized cost of production as in the opinion of the management the Company will have sufficient unabsorbed depreciation and business losses in the year in which timing differences will reverse.

6. Previous yearâs figures have been regrouped wherever necessary.

Mar 31, 2015

1. Rlghts/Terms attached to Equity Shares

Company has only one class of shares referred to as equity shares having par value Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board of Directors in their meeting held on May 08,2015, proposed dividend of Rs. 1 /- per equity share (in previous year Rs. 1/- per equity share). In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential share amounts. However no such preferential shares amount exist currently. The distribution will be in proportion to the number of equity shares held by shareholders.

2. Information on equity shares alloted without receipt of cash or alloted as bonus shares or shares bought back

During the Financial Year 2010 -11, the Company had bought back 1,347,200 Equity Shares of Rs. 10/- each from open market at an average price of Rs. 47.50/-. During the Financial Year 2012-13, the Company had bought back 600,060 Equity Shares of Rs. 101- each from open market at an average price of Rs. 77.18/-

3. Nature of Securities and Terms of Repayment

(i) Term Loan from Life Insurance Corporation of India is repayable on the maturity of Life Insurance Policy taken by the Company. The Loan is secured by Lien on the Insurance Policy.

(ii) Overdraft Facility from Bank, balance outstanding amounting to Rs. 6,503/- (March 31,2014 Rs. 5,590/-) is secured by way of pari passu first charge alongwith another bank on all the Intellectual Property Rights (IPR) of the audio Library of the company, current and future with exclusive charge on escrow of royalty income from Phonographic Performance Ltd (PPL) and also a charge by way of mortgage of office premises owned by the Company. The overdraft facility is repayable in 7 yearly equal instalments from August 2014. Last instalment due in August 2020.

(ill) Overdraft Facility from Bank, balance outstanding amounting to Rs. 2,498/- (March 31,2014: Nil) is secured by way of pari passu first charge alongwith another bank on all the Intellectual Property Rights (IPR) of the audio Library of the company, current and future and also a charge by way of mortgage of Residential/Commercial Premises owned by promoters. The Term Loan is also secured by lien on Fixed Deposit of Rs. 175/- with Bank of Baroda and also lien on the keyman insurance policy of the Director with LIC of India .The overdraft facility is repayable in 7 yearly equal instalments from September 2015, Last instalment due in September 2021.

(iv) Term Loan from HDFC Bank is repayable in 48 monthly Instalments of Rs. 38/- each plus Interest from the date of loan viz. 16/08/2010. The Loan is secured by hypothecation of Commercial Premises of the Company at Mumbai. Further the Loan has been guaranteed by the personal guarantee of one of the Director.

(v) Term Loan from BMW India Financial is repayable in 36 monthly Instalments of Rs. 0.66/- each from the date of loan viz. 01 /09/2011. The Loan is secured by hypothecation of related Vehicle. Further the Loan has been guaranteed by the personal guarantee of one of the Director.

(vi) Term Loan from ICICI Bank is repayable in 36 monthly Instalments of Rs. 3.191- each from the date of loan viz. 15/03/2012 and is secured by hypothecation of related Vehicle.

(vii) Term Loan from Kotak Mahindra Bank is repayable in 36 monthly Instalments of Rs. 0.39/- each from the date of loan viz. 28/03/2012 and is secured by hypothecation of related Vehicle.

(viii) Term Loan from ICICI Bank is repayable in 36 monthly Instalments of Rs. 3.19/- each from the date of loan viz. 15/04/2012 and is secured by hypothecation of related Vehicle.

(lx) Term Loan from Standard Chartered Bank is repayable in 128 monthly Instalments of Rs. 13/- each from the date of loan viz. 28/03/2013 and is secured by hypothecation of Commercial Premises owned by Relatives of Directors.

4. Contingent Liabilities:

Particular As on As on 31.03.15 31.03.14

(a) Penalty under FEMA Act* 90.00 90.00

(b) Demand by Sales Tax Department** 983.40 425.45

* The Company is hopeful of favorable decisions for the appeal pending before the Hon'able Supreme Court. The Hon'able Supreme Court has granted stay until disposal of petition.

** The management has taken an opinion from the consultant in respect of value added tax demand against the company. The management is confident that the case will be decided in favour of the Company based on its own assessment as well as opinion provided by the consultant.

5. Mr. Kumar Taurani and Mr. Ramesh Taurani were re-appointed as Chairman & Managing Director and Managing Director respectively, of the Company for the period of 3 (Three) years w.e.f. June 1,2012 to May 31,2015 at a gross remuneration of Rs. 150.00/- (Rupees One Crore Fifty Lacs) p.a. (i.e. Rs. 12.50/- p.m.) pursuant to approval from the shareholders in their meeting held on July 27, 2012. Application to pay the aforesaid remuneration was made to Central Government vide letter dated October 4,2012.

The Central Government, vide its letter dated December 9,2013 approved remuneration of Rs. 90 lacs p.a. for the aforesaid period. Accordingly, excess remuneration paid for the period June 1,2012 to September 30,2013 is Rs. 160 lacs.

Further, the Company has made revised application(s) on December 24, 2013 to Central Government for enhancement of remuneration of Rs. 150 Lacs p.a to Mr. Kumar Taurani & Mr. Ramesh Taurani and reminder letter(s) has been sent on December 2,2014 for the same.Approval(s) for the same is awaited. Accordingly, the required adjustments in the accounts for excess remuneration, if any, will be made on the matter reaching finality.

6. Trade Receivables, Trade Payables and advances are subject to confirmations and reconciliation, if any.

7. Provision for Tax:

The current tax provision is based on tax payable on book profits computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book profit tax is not recognized in the books in view of the uncertainty about future taxable profits.

8. DISCLOSURE REQUIRED AS PER ACCOUNTING STANDARDS ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA.

(a) Gratuity

[i] Description of the Plan:

The Company has covered its gratuity liability by a Group Gratuity Policy named 'Employee Group Gratuity Assurance Scheme' issued by LIC of India. Under the plan, employee at retirement is eligible for benefit, which will be equal to 15 days salary for each completed year of service. Thus, it is a defined benefit plan and the aforesaid insurance policy is the plan asset.

b. Related Party Disclosures:

[I] List of related parties and nature of their relationship is furnished below:

(a) Subsidiaries: NIL

(b) Key Management Personnel:

KumarS. Taurani Chairman & Managing IT Gursahani Chief Financial Director Officer

Ramesh S. Taurani Managing Director Bijal Patel Company Secretary

(c) Relatives of Key Management Personnel :

Mrs. Renu K. Taurani, Mrs. Varsha R. Taurani, Mr. Kunal KTaurani, Mr. Girish KTaurani, Ms. Sneha RTaurani, Ms. Jaya R. Taurani, Ms. Raveena R. Taurani, Ms. Kavita Lakhani, Ms. Bhagwanti Mulani and Ms. Pratima Gursahani

9. DEFERREDTAXASSETS/LIABILITIES

Considering the nature of business carried on by the Company, Deferred Tax Liability is not recognised on unamortised cost of production as there is no virtual certainty that sufficient future income can be realised therefrom. However the income crystalised therefrom in future shall be offset by unabsorbed depreciation and unabsorbed business losses of previous years.

10. Previous year's figures have been regrouped wherever necessary.

Mar 31, 2014

1 a. Rights/Terms attached to Equity Shares

Company has only one class of shares referred to as equity shares having par value of Rs.10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board of Directors in their meeting held on 9th May 2014, proposed dividend of Re. 1/- per equity share (in previous year Rs. 2.1/- per equity share). In the unlikely event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential share amounts. However, no such preferential shares amount exist currently. The distribution will be in proportion to the number of equity shares held by shareholders.

b. Information on equity shares alloted without receipt of cash or alloted as bonus shares or shares bought back

During the Financial Year 2010 - 11, the Company had bought back 13,47,200 Equity Shares of Rs.10/- each from open market at an average price of Rs. 47.50/-.

During the Financial Year 2012 - 13, the Company had bought back 60,00,60 Equity Shares of Rs.10/- each from open market at an average price of Rs. 77.18/-

2 TERM LOANS FROM BANKS

1. Term Loan from Life Insurance Corporation of India is repayable on the maturity of Life Insurance Policy taken by the Company. The Loan is secured by Lien on the Insurance Policy.

2. Term Loan from ICICI Bank is repayable in 36 monthly Instalments of Rs. 1,09,340/- each from the date of loan viz. 15/10/2010. The Loan is secured by hypothecation of related Vehicle.

3. Term Loan from HDFC Bank is repayable in 48 monthly Instalments of Rs. 37,50,000/- each plus Interest from the date of loan viz. 16/08/2010. The Loan is secured by hypothecation of Commercial Premises of the Company at Mumbai. Further the Loan has been guaranteed by the personal guarantee of one of the Director.

4. Term Loan from BMW India Financial is repayable in 36 monthly Instalments of Rs. 65,771/- each from the date of loan viz. 01/09/2011. The Loan is secured by hypothecation of related Vehicle. Further the Loan has been guaranteed by the personal guarantee of one of the Director.

5. Term Loan from ICICI Bank is repayable in 36 monthly Instalments of Rs. 3,18,705/- each from the date of loan viz. 15/03/2012 and is secured by hypothecation of related Vehicle.

6. Term Loan from Kotak Mahindra Bank is repayable in 36 monthly Instalments of Rs. 38,644/- each from the date of loan viz. 28/03/2012 and is secured by hypothecation of related Vehicle.

7. Term Loan from ICICI Bank is repayable in 36 monthly Instalments of Rs. 3,18,705/- each from the date of loan viz. 15/04/2012 and is secured by hypothecation of related Vehicle.

8. Term Loan from Standard Chartered Bank is repayable in 128 monthly Instalments of Rs. 13,01,338/- each from the date of loan viz. 28/03/2013 and is secured by hypothecation of Commercial Premises owned by Relatives of Directors.

3 Contingent Liabilities:

As on As on 31-03-14 31-03-13

a) Penalty under FEMA Act * 90.00 90.00

b) Demand by Sales Tax Department ** 425.45 NIL

* The Company is hopeful of favorable decisions for the appeal pending before the Hon''able Supreme Court. The Hon''able Supreme Court has granted stay until disposal of petition.

** The management has taken an opinion from the consultant in respect of value added tax demand against the company. The management is confident that the case will be decided in favour of the Company based on its own assessment as well as opinion provided by the consultant.

4 Mr. Kumar S. Taurani and Mr. Ramesh S. Taurani were re-appointed as Managing Director of the Company for the period of 3 (three) years w.e.f. June 1,2012 to May 31, 2015 at a gross remuneration of Rs.1,50,00,000/- (Rupees One Crore Fifty Lacs) p.a. (i.e.12,50,000/- p.m.) pursuant to approval from the shareholders in their meeting held on July 27, 2012. Application to pay the aforesaid remuneration was made to Central Government vide letter dated October 4, 2012.

During the year, the Central Government, vide its letter dated December 9, 2013 approved remuneration of Rs. 90 lacs p.a. for the aforesaid period. Accordingly, excess remuneration paid for the period June 1, 2012 to September 30, 2013 is Rs. 160 lacs. The Company has made a representation to the Central Government with respect to the excess managerial remuneration paid and the required adjustments in the accounts if any will be made on the matter reaching finality.

5 Trade Receivables, Trade Payables and advances are subject to confirmations and reconciliation, if any.

6 Provision for Tax :

The current tax provision is based on tax payable on book profits computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book profit tax is not recognized in the books in view of the uncertainty about future taxable profits.

7 Previous year''s figures have been regrouped wherever necessary, to conform with current year''s figures.

Mar 31, 2013

1 Contingent Liabilities:

As on As on 31-03-13 31-03-12

a) Counter Guarantees

given to a Bank NIL 29

on behalf of Managing

Director

b) Penalty under FEMA Act * 90 90

* The Company is hopeful of favorable decisions for the appeal pending before the Hon''able Supreme Court. The Hon''ble Supreme Court has granted stay until disposal of petition.

2 Mr. Kumar S. Taurani and Mr. Ramesh Taurani were re-appointed as Managing Director of the Company for the period of 3 (Three) years w.e.f. June 1, 2012 to 31st May, 2015 at a gross remuneration of Rs.1,50,00,000/- (Rupees One Crore Fifty Lacs) p.a. (i.e.12,50,000/- p.m.) pursuant to approval from the shareholders in their meeting held on 27th July, 2012. Application to pay the aforesaid remuneration for the aforesaid period was made to Central Government vide letter dated October 4, 2012. Approval for the same is awaited.

3 Trade receivables, trade payables and loans & advances are subject to confrmations and reconciliation, if any.

4 During the year ended 31st March 2013, the Company has taken additional write down of unamortised cost of production of flms of Rs. 1,852 lacs as per the management''s estimate of revenue potential of the said flms based on market conditions.

5 Provision for Tax

The current tax provision is based on tax payable on book profts computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book proft tax is not recognized in the books in view of the uncertainty about future taxable profts.

6 DISCLOSURE REQUIRED AS PER ACCOUNTING STANDARDS ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA.

a. Gratuity

i] Description of the Plan:

The Company has covered its gratuity liability by a Group Gratuity Policy named ''Employee Group Gratuity Assurance Scheme'' issued by LIC of India. Under the plan, employee at retirement is eligible for beneft, which will be equal to 15 days salary for each completed year of service subject to maximum limit of Rs. 10 lacs. Thus, it is a defned beneft plan and the aforesaid insurance policy is the plan asset.

ii] Principal actuarial assumptions:

Discount Rate is based on prevailing market yields of Indian Government Securities as at the balance sheet date for the estimated term of the obligation.

The salary escalation rate is based on estimate of salary increases, which take into account infation, promotion and other relevant factors.

d. Related Party Disclosures:

I] List of related parties and nature of their relationship is furnished below:

a) Subsidiaries : NIL

b) Key management personnel:

Kumar S. Taurani Chairman & Managing Director

Ramesh S. Taurani Managing Director

c) Relatives of key Management personnel

Mrs. Renu K. Taurani, Mrs. Varsha R. Taurani, Mr. Kunal K Taurani, Mr. Girish K Taurani, Ms. Sneha R Taurani and Ms. Jaya Taurani

7 Previous year''s fgures have been regrouped wherever necessary, to conform with current year''s fgures.

Mar 31, 2012

A. Rights/Terms attached to Equity Shares

Company has only one class of shares referred to as equity shares having par value of Rs 10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board of Directors in their meeting held on 18th May 2012, proposed dividend of Rs2/- per equity share(in previous year Rs1.25 per equity share). In the event of liquidation of the company, the holders of the equity shares will be entitled to receive reaming assets of the company, after distribution of all preferential shares amounts. However no such preferential shares amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Information on equity shares allotted without receipt of cash or allotted as bonus shares or shares bought back During the previous Financial Year 2010 - 11, the Company had bought back 13,47,200 Equity Shares of Rs.10/- each from open market at an average price of Rs. 47.50/-.

TERM LOANS FROM BANKS

1. Term Loan from Axis Bank is repayable in 36 monthly Installments of Rs.101646/- each from the date of loan viz. 07/08/2009. The Loan is secured by hypothecation of related Vehicle.

2. Term Loan from ICICI Bank is repayable in 36 monthly Installments of Rs.109340/- each from the date of loan viz. 15/10/2010. The Loan is secured by hypothecation of related Vehicle.

3. Term Loan from HDFC Bank is repayable in 48 monthly Installments of Rs.37,50,000/- each plus Interest from the date of loan viz. 16/08/2010. The Loan is secured by hypothecation of Commercial Premises of the Company at Mumbai. Further the Loan has been guaranteed by the personal guarantee of one of the Director and Pledge of 5,00,000 Equity Shares of the Company.

4. Term Loan from BMW India Financial is repayable in 36 monthly Installments of Rs.65,771/- each from the date of loan viz. 01/09/2011. The Loan is secured by hypothecation of related Vehicle. Further the Loan has been guaranteed by the personal guarantee of one of the Director

5. Term Loan from Future Capital Holding Ltd is repayable in 120 monthly Installments of Rs.6,65,775/- each from the date of loan viz. 07/05/2011. The Loan is secured by hypothecation of Residential Premises and personal guarantee of one of the Director.

6. Term Loan from Relegate Finevest Ltd. is repayable in 129 monthly Installments of Rs.8,06,675/- each from the date of loan viz. 01/07/2011. The Loan is secured by hypothecation of Commercial Premises at Mumbai. Further the Loan has been guaranteed by the personal guarantee of one of the Director

7. Term Loan from ICICI Bank is repayable in 36 monthly Installments of Rs.3,18,705/- each from the date of loan viz. 15/03/2012 and is secured by hypothecation of related Vehicle.

8. Term Loan from Kotak Mahindra Bank is repayable in 36 monthly Installments of Rs.38,644/- each from the date of loan viz. 28/03/2012 and is secured by hypothecation of related Vehicle.

1. Contingent Liabilities:

As on As on

31-03-12 31-03-11

a) Counter Guarantees given to 28.55 54.98 a Bank on behalf of Managing

Director

b) Penalty under FEMA Act * 90.00 90.00

* The Company is hopeful of favorable decisions for the appeal pending before the Hon'able Supreme Court. The Hon'ble Supreme Court has granted stay until disposal of petition.

2. Mr. Ramesh S. Taurani was re-appointed as the Managing Director of the Company for the period of 5 (Five) years w.e.f April 1, 2008 at a gross remuneration of Rs. 90/- per annum and approval from the shareholders for the same was obtained in the Annual General Meeting held on 26-9-2008. In September 2009, since the remuneration was exceeding the limits prescribed in Such XIII of the companies Act, 1956, the Company made an application to the Central Government for payment of remuneration of Rs. 90/- for a period of 5 years till 31-3-2013. The Central Government vide its order dated 27th April, 2011 gave the approval to pay the aforesaid remuneration till 31-3-2010. A fresh application for the remaining term of his office for the period 01-04-2010 to 31-03-2013 was made on 23rd May 2011.Pending approval of the Central Government, remuneration of Rs. 180/- for the Financial Years 2010-11 & 2011-12 is paid by the company.

3. Note on Fixed Assets sold:

a) The company during the F. Y 2008-09 had made provision for write-off of audio cassettes duplicating machines of the gross value of which was Rs. 4,63,68,335/- and the Net Assets Value was Rs. 2,08,16,492/-. The realizable value of the machines were determined at Rs. 5,00,000/- and the same was shown in the Balance Sheet under the heading "Assets Held For Disposal'. The Profit & Loss

Account was debited with Rs. 2,03,16,492/- under the heading "Loss on Assets Awaiting Disposal'. During the current financial year the entire machinery was sold (refer Para B hereunder).

b) Due to change in the technology, the audio cassette machine had become obsolete hence the entire Audio Cassettes machines (including the earlier machines held for disposal as mentioned in Para A above) have been sold in the current financial year. The total value realized from the sale of entire machinery (including the earlier machinery held for disposal as mentioned in Para A above) is Rs. 4,69,000/-. In the current financial year the Profit & Loss Account has been debited with Rs. 3,76,16,524/- under the heading "Loss on Sale of Assets"

4. Sundry Debtors, Sundry Creditors and balances of advances are subject to confirmations and reconciliation, if any.

5. Provision for Tax:

The current tax provision is based on tax payable on book profits computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book profit tax is not recognized in the books in view of the uncertainty about future taxable profits.

6. DISCLOUSER REQUIRED AS PER ACCOUNTING STANDARDS ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA.

a. Gratuity

i] Description of the Plan:

The Company has covered its gratuity liability by a Group Gratuity Policy named "Employee Group Gratuity Assurance Scheme' issued by LIC of India. Under the plan, employee at retirement is eligible for benefit, which will be equal to 15 days salary for each completed year of service. Thus, it is a defined benefit plan and the aforesaid insurance policy is the plan asset.

c) Relatives of key Management personnel

Mrs. Renu K. Taurani, Mrs. Varsha R. Taurani, Mr. Kunal K Taurani, Mr. Girish K Taurani and Ms. Sneha R Taurani

d) Other Related Parties (Entities in which Directors/Partners or their relatives have significant influence)

Tips Exports, Tips Finance and Lachmi Sadhuram Taurani Charitable Trust

7. Previous year's figures have been regrouped wherever necessary, to conform with current year's figures.

Mar 31, 2011

1. Pursuant to the Public Announcement (PA) and Corrigendum to PA dated 3rd March 2010 and 3rd June 2010 respectively, for Buyback of Company's shares from the open market at a price not exceeding Rs. 75/- per share for an aggregate amount not exceeding Rs. 1,98,100, the Company bought back 13,47,200 no of equity shares during 11th June 2010 to 23rd Aug 2010 at a total consideration of Rs. 63,996 (exclusive of brokerage of Rs. 131), at an average price of Rs.47.50 per share. All the shares bought-back have been extinguished and the requisite returns for completion of buyback were filed with the Stock Exchange Board of India (SEBI)/Stock Exchanges and the Registrar of Companies.

2. Loans

Secured Loans from Banks :

Cash Credit Loans are secured by mortgage of deposit of title deeds of Land and Building situated at Silvassa and Palghar and first charge, ranking pari passu by way of hypothecation of Raw materials, Finished Goods and Book Debts are further secured by personal guarantee / mortgage of properties owned by one of the directors of the Company/ relatives.

Term Loans from bank are secured by hypothecation and mortgage of the properties. Out of total Term Loans of Rs. 1,95,050 (Previous year Rs. 2,95,180) outstanding as on balance sheet date, Rs. 45,000 (Previous year Rs. 1,24,555) are payable within one year. The loans are counter guaranteed by the Managing Director.

Vehicle loans are secured by hypothecation of vehicles acquired on equitable monthly installment (EMI) system. The amount repayable within the financial year 2011-12 is Rs. 2,532 (Previous year Rs. 1,246).

Unsecured Loans

Unsecured Loans repayable within 1 year is Rs. 2,35,400/- (Previous year Rs. 1,41,200/-)

3. Change in the accounting policy in respect of amortization of cost of production of feature films:

Hitherto, Company was following the policy of inventorising the cost of feature films (produced or acquired) to be charged to Profit and Loss Account on release of films in the ratio of current revenue to the total expected revenue. Further, at the end of each accounting period company reassessed the expected revenue / realizable value of the balance unamortized cost and in the event of the net realizable value being less than unamortized cost, the same was written down to the net realizable value. During the year, Company has reviewed its accounting policy in respect of amortization of cost of production of feature films and has revised the said policy keeping in mind the ever-changing revenue streams / patterns as also with the objective of bringing it in line with the policy followed generally by the Entertainment Industry. [Refer Significant accounting policies no. 10(iv) of Schedule 21 for revised accounting policy that the company has now adopted and would follow consistently in future].

The changed policy is being implemented with effect from 1st October 2009 and would, as such, apply to films released on or after that date. Due to the change in the said policy, Cost of feature film charged for the year ended 31st March 2011 is lower by Rs. 1,79,042. Further consequent to this change excess cost amortised in the year ended 31st March 2010 in the amount of Rs. 75,116 has been written back and has been credited to the profit and loss account. As a result, Profit / (Loss) after tax for the year ended is stated higher / (lower) by Rs. 2,54,159.

4. Contingent Liabilities:

As on As on

31-03-11 31-03-10

a) Counter Guarantees given to a Bank on behalf of Managing Director 5,498 7,937

b) Penalty under FEMA Act * 9,000 9,000

* The Company is hopeful of favorable decisions for the appeal pending before the Hon'able Supreme Court. The Hon'ble Supreme Court has granted stay until disposal of petition.

6. For the purposes of valuation of inventories of finished goods, the cost of copyright (audio/video-film) and in-house music production costs are considered as costs as per the method consistently followed. However, in absence of records of title wise stock and considering the volume of inventory of finished goods, the entire such cost is apportioned on the stock of saleable inventory, on an average basis [apportioned cost aggregates to NIL (Previous year Rs. 7,608)], which will not have any impact on the valuation of inventories.

7. Sundry Debtors, Sundry Creditors and balances of advances are subject to confirmations and reconciliation, if any.

8. Current Assets include Fixed Assets held for disposal Rs. 500 (Previous Year Rs. 500) being realizable value estimated by the Management.

9. Provision for Tax:

The current tax provision is based on tax payable on book profits computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book profit tax is not recognized in the books in view of the uncertainty about future taxable profits.

10. Based on the information available with the Company, no creditors have been identified as "Suppliers" within the meaning of Micro, Small and Medium Enterprises Development Act, 2006.

11. Liabilities towards Investor Education and Protection Fund U/s 205A of the Companies Act, 1956 not due.

12. During the year Company has paid NIL (Previous year Rs. 200) as donation to a Political Party.

13. Gratuity

i] Description of the Plan:

The Company has covered its gratuity liability by a Group Gratuity Policy named 'Employee Group Gratuity Assurance Scheme' issued by LIC of India. Under the plan, employee at retirement is eligible for benefit, which will be equal to 15 days salary for each completed year of service. Thus, it is a defined benefit plan and the aforesaid insurance policy is the plan asset.

14. Related Party Disclosures:

I] List of related parties and nature of their relationship is furnished below:

a) Subsidiaries NIL

b) Key management personnel

Kumar S. Taurani Chairman & Managing Director

Ramesh S. Taurani Managing Director

c) Relatives of key Management personnel

Mrs. Renu K. Taurani,

Mrs. Varsha R. Taurani,

Mr. Kunal K. Taurani,

Mr. Girish K. Taurani

Ms. Sneha R. Taurani

d) Other Related Parties (Entities in which Directors/Partners or their relatives have significant influence) Tips Exports, Tips Finance and Lachmi Sadhuram Taurani Charitable Trust

15. Previous year's figures have been regrouped wherever necessary, to conform with current year's figures.

Mar 31, 2010

1. Contingent Liabilities:

As on As on 31-03-10 31-03-09 (Rupees) (Rupees)

a) Counter Guarantees given to a Bank on behalf of Managing Director 7,937 10,452

b) Penalty under FEMA Act 9,000 9,000

The Company is hopeful of favorable decisions for the appeal pending before the Honble Supreme Court. The Honble Supreme Court has granted stay until disposal of petition.

2. Secured Loans:

From Banks:

Cash Credit Loans are secured by mortgage of deposit of title deeds of Land and Building situated at Silvassa and Palghar and first charge, ranking pari passu by way of hypothecation of Raw materials, Finished Goods and Book Debts are further secured by personal guarantee / mortgage of properties owned by one of the directors of the Company/ relatives.

Term Loans from bank are secured by hypothecation of negatives of the film prints and mortgage of the properties. Out of total Term Loans of Rs. 2,95,180 (Previous year Rs. 3,67,010) outstanding as on balance sheet date, Rs. 1,24,555 (Previous year Rs. 2,17,010) are payable within one year. The loans are counter guaranteed by the Managing Director.

Vehicle loans are secured by hypothecation of vehicles acquired on equitable monthly installment (EMI) system. The amount repayable within the financial year 2010-11 is Rs. 1,246 (Previous year Rs. 296).

From Others:

Loans from others is from LIC of India and is secured by Keyman Insurance Policy lodged with them.

3. Investment:

i] During the year the company has applied for purchase of equity shares (face value Rs. 10 per share) of Label Mobile Media Pvt. Ltd and these are pending for allotment. No. of shares applied : 5,000 (Previous year NIL)

Amount invested : Rs. 50,000/- (Previous year NIL)

4. Gratuity:

i] Description of the Plan:

The Company has covered its gratuity liability by a Group Gratuity Policy named Employee Group Gratuity Assurance Scheme issued by LIC of India. Under the plan, employee at retirement is eligible for benefit, which will be equal to 15 days salary for each completed year of service. Thus, it is a defined benefit plan and the aforesaid insurance policy is the plan asset.

5. For the purposes of valuation of inventories of finished goods, the cost of copyright (audio/video-film) and in-house music production costs are considered as costs as per the method consistently followed. However, in absence of records of title wise stock and considering the volume of inventory of finished goods, the entire such cost is apportioned on the stock of saleable inventory, on an average basis [apportioned cost aggregates to Rs. 7,608 (Previous year Rs. 7,011)], which in the opinion of management will not have any material impact on the valuation of inventories (amount unascertained).

6. Shareholders have approved buyback of equity shares of the Company (not exceeding 25% of the Paid up Capital) at a maximum price of Rs. 75/- per share through open market route. The follow on steps and related time frame for the same is yet to be crystallized by the Company.

7. Sundry Debtors, Sundry Creditors and balances of advances are subject to confirmations and reconciliation, if any.

8. Current Assets include Fixed Assets held for disposal Rs. 500 (Previous Year Rs. 500) being realizable value estimated by the Management.

9. Provision for Tax:

The current tax provision is based on tax payable on book profits computed u/s 115JB of the Income Tax Act, 1961. Credit for set off of this book profit tax payable is not recognized in the books in view of the uncertainty about future taxable profits.

10. Related Party Disclosures:

I] List of related parties and nature of their relationship is furnished below: a) Subsidiaries NIL

b) Key management personnel

Kumar S. Taurani Chairman & Managing Director

Ramesh S. Taurani Managing Director

c) Relatives of key Management personnel

Mrs. Renu K. Taurani

Mrs. Varsha R. Taurani

Mr. Kunal K Taurani

d) Other Related Parties (Entities in which Directors/Partners or their relatives have significant influence) Tips Exports

Tips Finance

Lachmi Sadhuram Taurani Charitable Trust

11. Based on the information available with the Company, no creditors have been identified as "Suppliers" within the meaning of Micro, Small and Medium Enterprises Development Act, 2006.

12. During the year the Company has paid Rs. 200 (Previous year Rs. 200) as donation to Bharatiya Janata Party - A Political Party.

13. Previous years figures have been regrouped wherever necessary, to conform with current years figures.

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