The Board of Directors ("Board") of your Company is pleased to present the 16th Annual Report of Tips Films Limited ("the Company") for the
Financial Year ended March 31, 2025. In compliance with the applicable provisions of the 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 2024-2025.

FINANCIAL RESULTS

During the year under review, the Company's total revenue, including other income, stood at INR 7,55732/- lakhs as compared to the previous
year of INR 7,923.63/- lakhs. The Net Loss after Tax for the year stood at INR (4,540.09/-) lakhs, as compared to Net Profit after Tax of INR 108.83/-
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 them appropriately in different mediums such as
Satellite, OTT etc.

During the Financial Year 2024-2025, film such as Ishq Visq Rebound
was released in the month of June, 2024, with an IMDB rating of 5.6,
as compared to the previous year, films such as Merry Christmas (Hindi
Film) and Sridevi Prasanna (Marathi Film) were released.

Further, your company has announced new releases for FY 25-26, such
as Maalik -[Starring- Raj Kumar Rao (Hindi Film)], Sarbala Ji [(starring
- Gippy Grewal, Ammy Virk, Sargun Mehta and Nimrat Khaira (Punjabi
Films)] , Hai Jawaani toh Ishq Hona Hai [starring- Varun Dhawan,
Pooja Hegde and Mrunal Thakur] and Dil ke Darwaja Khol na Darling -
under finalisation.

Your Company is geared up for 5 to 6 productions per year and is also
building a 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 31,2025.

SHARE CAPITAL

As on March 31, 2025, the Company has an authorised share
capital of INR 5,00,00,000/- comprising 50,00,000 equity shares
of INR 10/- each.

The Paid-up Equity Share Capital as on March 31, 2025 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 31,2025:

• 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, 2025, 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 general reserve.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries, associates and joint
venture companies.

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 the
business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Directors:

During the FY 2024-2025 i.e., April 30, 2024, as recommended
by the Nomination and Remuneration Committee, the Board of
Directors has 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. Thereafter, the Shareholders of
the Company at 15th AGM held on July 29, 2024, have approved
the appointment of Mr. Amitabh Das Mundhra as Non-Executive
Independent Director.

Mr. Kumar S. Taurani (DIN: 00555831), Chairman & Executive
Director, is liable to retire by rotation at the ensuing 16th
Annual General Meeting and, being eligible, offers himself for
re-appointment. The Board, on the recommendation of the

Nomination and Remuneration Committee, recommends his
re-appointment.

The Shareholders at 13th Annual General Meeting held
on December 21, 2022, had approved the appointment of
Mr. Kumar S.Taurani (Chairman & Executive Director), Mr. Ramesh S.
Taurani (Managing Director) and Ms. Jaya R. Taurani (Executive
Director) for the period of 3 years i.e. upto May 01, 2025.
The Board of Directors at its meeting held on February 05, 2025,
upon recommendation of the Nomination and Remuneration
Committee, has proposed their re-appointment for a further
period of 3 years w.e.f May 02, 2025. Resolutions for their
re-appointments are being placed before the members for
approval at the ensuing Annual General Meeting.

None of the Directors are disqualified from being re-appointed, as
specified in section 164 of the Companies Act, 2013.

The details of the 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 the following Key Managerial Personnel as on March 31,2025:

- Mr. Ramesh S. Taurani - Managing Director

- Mr. Haresh Sedhani - Chief Financial Officer

- Mr. Dharmesh Navdhare - Company Secretary and
Compliance Officer

• 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 the 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-aovernance/

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, 2025, performance evaluation of
Non-Independent Directors, the Chairman of your company, and the
Board as a whole was carried out for 2024-2025.

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, 2025, 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, 2025, and of the
profit and loss 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 five times during
the financial year, i.e., on April 30, 2024 (2 times), July 25, 2024,
October 21, 2024 and February 05, 2025. 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 the 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 2024-2025. 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 the 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 2024-2025.

Further, pursuant to Regulation 24(1)(b) of the SEBI LODR,
the Board of Directors at its meeting held on May 12, 2025,
recommends the appointment of M/s. N L Bhatia & Associates,
Practicing Company Secretaries as Secretarial Auditors of
the Company for the period of five years w.e.f. April 01, 2025.

Resolutions for the appointment are being placed before the
members for approval at the ensuing Annual General Meeting.

• Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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, 2025,
on compliance with 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 the requirement of a cost audit, as
prescribed under the provisions of Section 148(1) of the Companies
Act, 2013, are not applicable to 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
and M/s. SPML & Associates as an Internal Auditor of the Company
for the Financial year 2024-2025 to check the internal controls and
functioning of the activities and recommend ways of improvement.

Internal Audit is carried periodically, 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 qualifications, reservations or adverse
remarks or disclaimers 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 the 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/2025/04/Whistle-Blower-
Policy- TFL.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 arm's length basis and do not have a potential
conflict with the interest of the Company at large.

The contracts/arrangements/transactions with related parties that 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/2025/05/RPT-POLICY 12-05-2025 UPDATE.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, 2025, as stipulated under Regulation 34(2)(e) read
with Schedule V of the Listing Regulations, is annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company does not fall under the criteria specified in section
135(1) of the Companies Act, 2013, hence during the year under review
the disclosure required is not applicable to the Company.

The CSR policy is available on the Company's website at
https://tipsfilms.in/corporate-aovernance/

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return for the financial year 2024-25 is uploaded on the
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 the 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 2024-2025.

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

ACKNOWLEDGMENTS AND APPRECIATION

Your directors wish to place on record their sincere appreciation for
the assistance and thank 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.

For and on behalf of the Board of Directors
Kumar S. Taurani

Place: Mumbai Chairman & Executive Director

Date: May 12, 2025 (DIN: 00555831)