BOARDS REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members

Tips Industries Limited

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

OVERVIEW OF THE ECONOMY

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

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

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

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

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

Source: KPMG India - FICCI Media and Entertainment Report 2017

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

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

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

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

FILM

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

(Gross of taxes, Rs, in billion)

Source: KPMG India - FICCI Media and Enlerlainmenl Report 2017

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

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

MUSIC

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

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

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

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

BUSINESS OVERVIEW

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

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

FINANCIAL RESULTS

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

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

_ (Rs, in Lakh)

(Rs, in Lakh)

PERFORMANCE REVIEW

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

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

DIVIDEND AND RESERVES

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

SHARE CAPITAL

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

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

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

CORPORATE GOVERNANCE REPORT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director Retiring by Rotation

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

Re-appointment of Managing Directors

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

Declaration by Independent Directors

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

Key Managerial Personnel

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

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

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

BOARD EVALUATION

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,

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

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

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

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

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

DETAILS OF BOARD AND COMMITTEE MEETINGS

Board Meetings

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

Committees of the Board

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

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

Statutory Auditors

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

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

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

Secretarial Auditors

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

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

Internal Auditors

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

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

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

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

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

RISK MANAGEMENT

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

Piracy

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

Paid-service model still in the nascent stage

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

Less than desirable growth in screens

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

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

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

OPPORTUNITIES

Anti-piracy regulations

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

Overseas theatricals

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

Regional markets

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

OUTLOOK

The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is growing at a rapid pace. The industry has witnessed tremendous growth in the last few years and the growth momentum is expected to continue. Digitization has played a major role in the Indian M&E industry.

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

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

HUMAN RESOURCES

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

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

RELATED-PARTY TRANSACTIONS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

DEPOSITS

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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

EXTRACT OF ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

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

Conservation of energy

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

Technology absorption

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

Foreign exchange earnings and outgoings

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

OTHER DISCLOSURES

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

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

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

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENTS AND APPRECIATION

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

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

For and on behalf of the Board of Directors

Kumar S. Taurani

Chairman and Managing Director

Place: Mumbai (DIN: 00555831)

Date: May 28,2018