Tips Films Ltd

To

The Members,

Tips Films Limited

The Board of Directors ("Board") of your Company pleased to present the 15th Annual Report of Tips Films Limited ("the Company") for the Financial Year ended March 31, 2024. In compliance with the applicable provisions of Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Annual Report contains the report of business & operations and other developments of your Company for the Financial Year 2023-2024.

FINANCIAL RESULTS

During the year under review, the Company's total revenue, including other income stood of INR 7,923.63/- lakhs as compared to the previous year of INR 7,154.28/- lakhs. The Net Profit after Tax for the year stood at INR 108.83/- lakhs, as compared to INR 2,433.44/- lakhs in the previous year.

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

(INR In Lakhs)

BUSINESS AND PERFORMANCE REVIEW/OPERATIONS

The Company is engaged in the business of Production and Distribution of films, web-series and related content. The film library consists of super hits such as Raja Hindustani, Raaz, Race, Ajab Prem ki Ghazab Kahani, Tere Naal Love Ho Gaya, Amber Sariya among others. Our film, Legend of Bhagat Singh has won the National Award for Best Feature Film in Hindi. The Company owns the copyrights to all these films and will monetize it appropriately in different mediums such as Satellite, OTT etc.

During the Financial year 2023-2024, films such as Merry Christmas (Hindi Film) and Sridevi Prasanna (Marathi Film) were released and the IMDB rating as on May 07, 2024 for Merry Christmas was 7.0/10 and for Sridevi Prasanna it was 8.6/10.

The Company have upcoming movie release i.e Ishq Vishq Rebound in the month of June, 2024 and also Company announced its project with David Dhawan and Varun Dhawan.

The Company is geared up for 5 to 6 productions per year and also building project pipeline to achieve this target. The state of the film industry remains very healthy and the outlook on content demand is positive. Therefore, we are confident that the Company will scale up profitability.

DIVIDEND

Your board does not recommend any dividend for the financial year ended March 31, 2024.

SHARE CAPITAL

As on March 31, 2024, the Company has an authorised share capital of INR 5,00,00,000/- comprising of 50,00,000 equity shares of INR 10/- each.

The Paid-up Equity Share Capital as on March 31, 2024 was INR 4,32,28,860 (Rupees Four Crore Thirty Two Lakhs Twenty Eight Thousand Eight Hundred and Sixty) consisting of 43,22,886/- (Forty Three Lakhs Twenty Two Thousand Eight Hundred and Eighty Six) Equity Shares of INR 10/- (Rupees Ten only) each.

During the financial year ended March 31, 2024:

• The Company has not issued any Equity Shares with differential voting rights.

• The Company has not issued any Sweat Equity Shares.

• The Company has not issued Employee Stock Options.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

RESERVES

There is no amount proposed to be transferred to the reserve.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report. Further, there has been no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Directors:

Mr. Venkitaraman Iyer (DIN:00730501), Independent Director has resigned from the Board of Directors of the Company, w.e.f. February 02, 2024. The Board places on record its appreciation and gratitude for the valuable contributions made by him during his tenure as Director on the Board of the Company.

The Board of Directors at its meeting held on April 30, 2024 based on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Amitabh Das Mundhra (DIN:00014227) as an Additional Director designated Non-Executive Independent Director for a period of five years with effect from April 30, 2024 subject to approval of shareholders at 15th Annual General Meeting. Accordingly matter with respect to appointment is proposed in the Notice of 15th Annual General Meeting.

In terms of the provisions of the Act and Articles of Association of the Company, Mr. Ramesh S. Taurani (DIN:00010130), Managing Director is liable to retire by rotation at the ensuing 15th Annual General Meeting and being eligible, offers himself for re-appointment.

The details of Board, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

• Key Managerial Personnel:

Pursuant to the provision of Section 203 of the Act, the Company has following Key Managerial Personnel as on March 31, 2024:

> Mr. Ramesh S. Taurani - Managing Director

> Mr. Haresh Sedhani - Chief Financial Officer

> Mr. Vinit Bhanushali - Company Secretary and Compliance Officer (Resigned w.e.f. August 29, 2023)

> Mr. Dharmesh Navdhare - Company Secretary and Compliance Officer (Appointed w.e.f. November 16, 2023)

• Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub section (6) of Section 149 of the Act and Regulation 16(b) of the Listing Regulations and there has been no change in the circumstances which may effect their status as an Independent Director.

The Independent Directors have registered themselves with the Indian Institute of Corporate Affairs as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, in opinion of the Board, all Independent Directors possess integrity, expertise and experience including the proficiency required to be Independent Directors of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website at https://tipsfilms.in/corporate-governance/

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual directors pursuant to the provisions of the Act and Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

At the separate meeting of the Independent Directors held during the financial year ended March 31, 2024, performance evaluation of NonIndependent Directors, the Chairman of your company and the Board as a whole was carried out for 2023-2024.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from your Company, confirm that:

a. that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit of the Company for the year ended on that date;

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

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

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

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

DETAILS OF BOARD AND COMMITTEE MEETINGS

• Board Meetings

The Board of Directors of the Company met four times during the financial year, i.e., on May 29, 2023, July 28, 2023, October 27, 2023 and January 31, 2024. Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

• Committees of the Board

With a view to having a more focused attention on the business and for better governance and accountability, in compliance with the requirements of the Act and Listing Regulations, the Board has constituted Board Committees such as Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

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

AUDITORS AND THEIR REPORTS

• Statutory Auditors

M/s. Maheshwari & Co., Chartered Accountants, (Firm Registration No: 105834W) were appointed as the Statutory Auditor of the Company at the 13th Annual General Meeting held on December 27, 2022 to hold the office for a period of 5 (five) years till the conclusion of the 18th Annual General Meeting of the Company to be held in the year 2027, in terms of the applicable provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014.

• Statutory Auditors' Report

The Statutory Audit Report of M/s. Maheshwari & Co., Chartered Accountants, do not contain any qualification, reservation or adverse remarks on financial statement of the Company for the financial year 2023-2024. The Auditors Report are enclosed with the financial statements in the Annual Report.

SECRETARIAL AUDITORS

• Appointment of Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder, the Board had appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries (UIN: P1996MH055800), to undertake the Secretarial Audit of your company for the financial year 2023-2024.

• Secretarial Audit Report

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

• Annual Secretarial Compliance Report

In accordance with regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. N L Bhatia & Associates, Practicing Company Secretaries, Secretarial Auditors.

There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

COST AUDIT

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

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Act read with rules made thereunder, the Board has appointed M/s. Grant Thornton Bharat LLP as an Internal Auditors of the Company for the Financial year 20232024 to check the internal controls and functioning of the activities and recommend ways of improvement.

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

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

Your Company maintains an adequate and effective internal control system commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting policies and that the assets of your company are adequately safe guarded against significant misuse or loss. An independent internal audit function is an important element of your Company's internal control system.

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

RISK MANAGEMENT

The Company has structured to identify, assess and mitigate risks appropriately. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on risk identification and their mitigations, are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the requirements of Section 197(12) of the Act, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details, are given in Annexure B of this report.

The statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Further, in terms of section 136 of the Companies Act, 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The aforesaid statement is available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees, in confirmation with section 177(9) of the Act and Regulation 22 of the Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The Whistle Blower Policy is disclosed on the website of the Company at https://tipsfilms.in/wp-content/uploads/2022/07/Whistle-Blower- Policy-Vigil-Mechanism-Policy.pdf

RELATED PARTY TRANSACTIONS

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

The contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure C to this Report.

The Policy on Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://tipsfilms.in/wp- content/uploads/2022/07/Policy-on-Related-Party-Transcations.pdf

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY COMPANY

Particulars of Loans, Guarantees and Investments, if any, as per section 186 of the Act have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

SECRETARIAL STANDARDS

During the financial year, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

• Conservation of energy

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

Although the Company is not engaged in manufacturing activities, as responsible citizen, we continue to pursue and adopt relevant energy conservation measures. The Company makes every effort to conserve energy as far as possible in its offices.

• Technology absorption

Since, the Company does not own any manufacturing facility, the other particulars relating to technology absorption is not applicable to the Company.

• Foreign exchange earnings and outgoings

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

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Corporate Governance Report and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are made part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year ended March 31, 2024 as stipulated under Regulation 34(2)(e) read with Schedule V of the Listing Regulations, is annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company's CSR initiatives and activities are aligned to the requirements of section 135 of the Act. The Annual Report on brief outline of the CSR policy of the Company and CSR activities undertaken by the Company during the year are set out in Annexure D of this report in the format prescribed in the Act.

Pursuant to section 135(9) of the Act, your Company was not required to constitute a CSR Committee. The CSR policy is available on Company's website at https://tipsfilms.in/corporate-governance/

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for financial year 2023-2024 is uploaded on website of the Company and the same is available on https://tipsfilms.in/annual- returns/

OTHER DISCLOSURES

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

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

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

• Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2023-2024.

• The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof - Not Applicable.

ACKNOWLEDGMENTS AND APPRECIATION

Your directors thanks all the esteemed shareholders, bankers, business associates and vendors for their faith, trust and confidence reposed in your company.

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