tips films ltd share price Directors report


To

The Members Tips Films Limited

Your directors are pleased to present the 14th Annual Report on the business and operations of the Company, together with the Audited

Financial Statements for the financial year ended March 31, 2023

The Management Discussion and Analysis is also included in this Report.

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

Indias economy is recovering from the Covid-19 pandemic. In a globalised world, large, open economies like India are also affected by external events. The war in Ukraine, rising interest rates and tightening of liquidity will affect Indias growth this year. Despite all these uncertainties, the World Bank expects Indias GDP to grow at 6.3% in the coming year.

The Indian M&E sector grew 20% to Rs. 2.1 trillion (US$26.2 billion), 10% above its pre-pandemic levels. While television remained the largest segment, digital media cemented its position as a strong number two segment followed by print media. The M&E sector is expected to grow 11.5% in 2023 to reach Rs. 2.34 trillion (US$29.2 billion), then grow at a CAGR of 10% to reach Rs. 2.83 trillion (US$35.4 billion) by 2025.

The filmed entertainment segment recovered as theatrical releases doubled, and reclaimed the fourth position overtaking online gaming.

Over 1,600 films were released in 2022, which is 9% higher than 2019 levels. 335 Indian films were released overseas. Gross box Office (GBO) revenues increased almost three times the revenues of 2021 to Rs. 105 billion. The Rs. 100 billion mark in GBO collections was crossed only the second time in Indian history.

There is a large expansion in regional films. Of the 1,623 movies released this year across languages, the highest number of films were released in Telugu (278), Kannada (233), followed by Tamil (288) and Malayalam (199). Only 194 films were released in Hindi.

Filmed entertainment recovered to 90% of its pre-pandemic levels. We expect the film segment to continue to grow, driven by theatrical revenues as Hindi movies go mass in their storytelling, incorporate more VFX to enhance the movie-going experience and expand into tier-II and III cities.

As per the FICCI EY Report, the Filmed Entertainment segment will grow to Rs. 228 billion by 2025 driven by higher per capita income, which will expand the cinema audience base to 120 to 150 million, and by offering segmented offerings classy and massey for distinct audience sets across markets and price points.

FINANCIAL RESULTS

During the year under review, the Companys total revenue, including other income stood of Rs. 7,154.28 lakhs as compared to the previous year of Rs. 7,336.85 lakhs. The Net Profit after Tax for the year stood at Rs. 2,433.44 lakhs, as compared to Rs. 695.35 lakhs in the previous year, representing an increase of 250%.

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

(Rs. in Lakh)

Particulars

2022-23 2021-22
Revenue from Operations 6,144.62 6683.00
Other Income 1,009.66 653.85

Total income from operations

7,154.28 7,336.85

Profit from operations before

3,414.83 994.81

Depreciation, Interest and Taxation

Less: Depreciation 52.17 45.09
Less: Finance Cost 157.49 -

Profit before Provision for Taxation

3,205.17 949.72
Less: Provision for Taxation
Current Tax 800.00 282.00
Deferred Tax (28.27) (27.63)

Profit/(Loss) after Taxation

2,433.44 695.35
Other Comprehensive (6.55) (0.24)
income/ (Expenses)

Total Comprehensive

2,426.89 695.11

Income for the period

Share Capital 432.29 -
Equity Share Capital Suspense - 432.29
Reserves & Surplus 8,760.64 6,333.75

BUSINESS AND PERFORMANCE REVIEW

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 FY23, we had 3 Hindi films under production viz Merry Christmas, Gaslight and Ishq Vishq Rebound. Gaslight was released on OTT and the other two will be released in FY24 as suitable release windows open up.

SCHEME OF ARRANGEMENT AND DEMERGER

Pursuant to the Honble National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated March 3, 2022 (the "Order") on Scheme of Arrangement and Demerger between Tips Industries Limited

("Demerged Company"), Tips Films Limited ("Resulting Company") and their respective Shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the Film Division (as defined in the Scheme) of the Tips Industries Limited has been vested and transferred into Tips Films Limited, on a going concern basis with effect from the Appointed Date i.e. April 1, 2021. The Scheme had been made effective from March 23, 2022.

Further in accordance with the approved scheme, all the equity shareholders of the demerged Company were allotted one fully paid-up equity share of Resulting Company (Tips Films Limited) of Rs. 10/- each for every three equity shares held in Demerged Company (Tips Industries Limited) on May 27, 2022.

DIVIDEND

The Board has recommended a final

5.00/- (Rupees Five) per share on fully paid-up Equity Share of Rs. 10/- each of the Company. Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2023 was Rs.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 Thousand Eight Hundred and Eighty Six ) Equity Shares of Rs. 10/- (Rupees Ten only) each.

During the Financial Year under review, pursuant to Scheme of

Arrangement and Demerger sanctioned by Honble NCLT vide order dated March 3, 2022 referred above, the Company has taken the following actions:

Shares Allotment and increase of Paid-up Share Capital

The Board of Director of the Company, in its meeting held on May 27, 2022, has issued and allotted 43,22,886 (Forty Three Lakhs Twenty Two Thousand Eight Hundred and Eighty Six only) equity shares of Rs.10/- (Rupees Ten) each at par on a proportionate basis to each member of Tips Industries Limited, whose name is recorded in the register of members of Tips Industries Limited as holding shares on the Record Date, in the ratio of 1 (one) equity share of Rs.10/- (Rupees Ten) each fully paid up of Tips Films Limited for every 3 (three) equity shares of Rs.10/- (Rupees Ten) each fully paid up held in Tips Industries Limited, pursuant to Scheme of Arrangement and Demerger sanctioned by Honble NCLT vide order dated March 03, 2022.

Listing of Shares

The Company received In-principle approval for listing of 43,22,886 Equity shares of Rs. 10/ each from BSE Ltd on July 28, 2022 and National Stock Exchange of India Limited on July 26, 2022 and trading approval on October 06, 2022 from both the Stock Exchanges i.e BSE Ltd and National Stock Exchange of India

Ltd pursuant to the Scheme of Arrangement and Demerger between Tips Industries Limited and Tips Films Limited and their respective Shareholders.

The Company has not issued shares with differential voting rights, nor has granted any stock options or sweat equity. As of March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

RESERVE

The Board of Directors has not recommended transfer of any amount to reserves and the amount of 8,760.64 lakhs is retained in the Profit and Loss Account.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following key Board level changes were effected to evolve and realign the senior management team after receiving the final NCLT order dated March 3, 2022:

Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013, Ms. Jaya Taurani,

Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends the same for your approval.

Re-appointment of Managing / Executive Directors

During the financial year 2022-23, the following directors were re-appointed for a period of three years with effect from May 02, 2022, by the members in the previous Annual General Meeting of the Company held on December 27, 2022.

Mr. Kumar Taurani as Chairman and Executive Director Ms. Jaya Taurani as an Executive Director

Mr. Ramesh Taurani as Managing Director

Appointment of Independent Director

The Members of the Company, in the 13th Annual General Meeting held on December 27, 2022, have approved the appointment of Ms. Radhika Dudhat and Mr. Venikataram Iyer as an Independent Directors of the Company with effect from May 2, 2022 and also appointed Mr. Vinode Thomas as an Independent Director of the Company with effect from June 1, 2022 for a term of 5 (five) years.

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

Declaration by Independent Directors

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

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel of the Company as on March 31, 2023, are Mr. Kumar Taurani, Chairman and Executive

Director; Mr. Ramesh Taurani, Managing Executive Director;

Mr. Haresh Sedhani, Chief Financial Officer;and Mr. Vinit Bhanushali,

Company Secretary.

The Board of Directors, at their meeting held on March 27, 2023, has appointed Mr. Haresh Sedhani as Chief Financial Company w.e.f. March 27, 2023,

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the

Company has conducted the Annual Performance Evaluation process, evaluating the performance of the Board, its Committees and all the individual directors (including Independent Director, Non-Independent Director & Chairman). The criteria of evaluation has been explained in the Corporate Governance Report forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013: a. that in the preparation of the Annual Accounts for the year ended

March 31, 2023, 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, 2023, and of the profit of the Company for the year ended on that date;

c. that the Directorshavetakenproperandsufficient 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 Officer 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 seven times during the financial year, i.e., from April 1, 2022, to March 31, 2023, on May 02, 2022, May 27, 2022, September 02, 2022, November 11, 2022, November 30, 2022, February 09, 2023 and March 27, 2023.

Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

With a view to have a more focused attention on the business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders Relationship

Committee and Nomination and Remuneration 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 officefor 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 Reports given by the Statutory Auditors on the Financial

Statements of the Company for financial year 2022-23 does not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

SECRETARIAL AUDITORS

Appointment of Secretarial Auditors

Pursuant to the provisions of Section 204 read with rules made thereunder, M/s. N.L. Bhatia & Associates, Practicing Company Secretaries (UIN: P1996MH055800), have been appointed to undertake Secretarial Audit of the Company the financial year 2022-23.

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 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A Secretarial Compliance Report for the financial March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. N.L. Bhatia & Associates, Company Secretaries,

Secretarial Auditors.

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

COST AUDIT

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

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has appointed M/s. Grant Thornton as an Internal Auditors of the Company for the Financial year 2022-23 to check the internal controls and functioning of the activities and recommend ways of improvement.

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

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

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

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

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

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact on the business of the Company. The Company has inherent risk associated with its business apart from credit risk, liquidity risk and market risk. The Company has an effective risk management framework to monitor the risk controls in key business processes. The Company has identified the followings risks that can impact its business performance and plans:

Failure or delay to obtain approvals, permits and licenses

We require certain statutory and regulatory permits and approvals for our business. Additionally, we may need to apply for more approvals in the future including renewal of approvals that may expire from time to time. There can be no assurance that the relevant authorities will issue such permits or approvals in the timeframe anticipated by us or at all. Failure by us to renew, maintain or obtain the required permits or approvals within the requisite time may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations.

Changing consumer tastes

We create filmed on consumer tastes or preferences that often change in unpredictable ways. There is no formula that will predict whether be successful. The success of our business a given film depends on our ability to consistently create and distribute filmed entertainment that meets the changing preferences of the broad consumer market both within India and internationally.

Dependence on the Indian box office which a significant portion of operational In India, a relatively high percentage of a films overall revenues tends to be derived from theatre box office sales and, in from such sales in the first box office receipts may also be an indicator of a films expected success in other distribution channels. Assuch,poorboxoffice impact on receipts from our films could have a significant our results of operations in both the year of release of the relevant for revenues expected to be earned through films other distribution channels.

Piracy of our content may adversely impact our revenues and business.

Our business is highly dependent on maintenance of intellectual property rights in the entertainment products and services we create. Piracy of media products, including digital and internet piracy and the sale of counterfeit consumer products, may decrease revenue received from the exploitation of our products. Consumer awareness of illegally accessed content and the consequences of piracy is lower in India than in Western countries and the move to digital formats has facilitated high-quality piracy in particular through the internet and cable television.

STRENGTH

Our vision is to emerge as a leading entertainment and media house by establishing a sustainable connection with audiences and successfully exploiting our content library through diversified platforms on a worldwide basis. We are working to bring predictability, scalability and sustainability, to our business model ultimately resulting in profitability.

Valuable and expanding content library

TIPS believes that we have a diverse content library which is content, demand for which depends substantially constantly updated through the addition of new releases. The TIPS library includes Hindi film titles such as Soldier, Ghazab Kahani, Kya Kehna, Raaz, Raja Hindustani, Jab Pyaar Kisi

Se Hota Hai, Ishq Vishq, Dil Apna Punjabi, Jihne Mera Dil Luteya, Race, Tere Naal Love Ho Gaya, Race 2, Ramaiya Vastavaiya, Phata Poster Nikla Hero, Entertainment, Love Shhuda, Ambarsariya, Kaptaan and Race -3.

Value of the TIPS name

We believe that TIPS enjoys a strong reputation in the Indian film industry as a film production company and is widely respected. We use the TIPS banner for our Hindi and other regional language film production and distribution businesses as it is widely known and well established. We believe many Indian film actors, directors, studios, exhibitors and other distributors as well as Indian audiences associate the TIPS name with quality content and a strong distribution network. Through our continued efforts, both with participants and audiences, we seek to continue to benefit from the positive values associated with the TIPS brand name.

Established relationship with audiences and Film Fraternity

As an established entity, in various aspects of the media and entertainment industry in India, we believe that we have managed to create, maintain and build our goodwill within the film fraternity including artists, actors, directors, music composers, singers, recording studios, editors and other technicians. Over the years, audiences have come to rely on us for providing quality entertainment.

content portfolio and maintaining a wide release Builddiversified strategy

The TIPS India Library has over 33 Hindi filmsand 5 Punjabi films, our strategy is to gradually achieve 4-5 new filmsreleases annually. We intend to produce films in multiple languages including Hindi and other regional language films to achieve a mix of high, medium and low budget films, which will allow us to create multiple options for new releases across various distribution platforms.

OPPORTUNITIES

Untapped OTT led monetization avenues.

New internet led opportunities for content such as metaverse and NFTs.

The increasing interest of the global investors in the sector due to large swathes of media dark population in the country, which provides opportunities to increase viewership as well as increase ticket pricing

Technological innovations like animations, multiplexes, etc and new distribution channels like mobiles and Internet have opened up the doors of new opportunities in the sector.

THREATS

Piracy, violation of intellectual property rights poses a major threat to the Media and Entertainment companies.

Industry is prone to changes in government policies, any material changes in taxes can adversely impact box office collections

Intense competition at time of film releases

HUMAN RESOURCES

TIPS has always believed that its people are its most valuable assets.

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

As on March 31, 2023, the number of employees on the payroll of the

Company are 14.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information on top 10 employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the proviso to Section 136 (1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The aforesaid Annexure is also 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.

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

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the

Whistle-Blower Policy/Vigil Mechanism Policy for Directors and employees of the Company to report their genuine concerns

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

Policy-Vigil-Mechanism-Policy.pdf

RELATED PARTY TRANSACTIONS

All Related Party Transactions, that were entered into during the financial year under review, were on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

The particulars of material contracts or arrangements or transactions entered by the Company with related parties during the financial year are given in the Annexure – C in form AOC-2.

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

TheCompanyhasadoptedaRelatedPartyTransactionsPolicy.Thepolicy, as approved by the Board, is uploaded on the Companys website.

DEPOSITS

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

During the year 2022-23, the Company has accepted deposits only from

Directors of the Company which are exempted as per the provision of Section 73 of the Companies Act 2013, read with the Companies (Acceptance of Deposits) Rules 2014. The declarations have been obtained from the Directors in terms of Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014. Details of the deposits accepted from Directors are provided in Notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY COMPANY

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

SECRETARIAL STANDARDS

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

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

Conservation of energy

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

Technology absorption

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

Foreign exchange earnings and outgoings

Details of foreign exchange earnings and outgoings of the

Company made during the year are provided in Notes to the

Financial Statement.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance along with a certificate from the

Auditors on its compliance, forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility ("CSR")

Committee in terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules,

2014. The composition and terms of reference of the CSR Committeeis or material provided in the Corporate Governance Report forming part of this report.

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

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023 is available in on the website of the Company at www.tipsfilms. in the investor section.

MATERIAL CHANGES

The Honble National Company Law Tribunal (NCLT), Mumbai Bench vides its order dated March 3, 2022 approved the Scheme of Arrangement and Demerger, whichwasfiledwiththeofficeof the Registrar of Companies vide e-form INC 28 on March 23, 2022.

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:

Except mentioned above, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financialyear of the Company and the date of this report.

orders wereExcept mentioned above, no significant passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENTS AND APPRECIATION

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

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

For and on behalf of the Board of Directors
Kumar S. Taurani
Place: Mumbai Chairman and Executive Director
Date: May 29, 2023 (DIN: 00555831)