Tips Music Ltd

THE INDIAN MEDIA AND ENTERTAINMENT INDUSTRY

The International Monetary Fund's January 2025 the World Economic Outlook, forecasted India's growth at 6.5% for financial years 2025-26 and 2026-27, making India the fastest growing major economy in the medium term. According to the Reserve Bank of India, the economy is recovering, driven by strong festive demand and a sustained upswing in rural consumption.

India's Media and Entertainment (M&E) sector continues to be a significant contributor to the nation's economy, demonstrating resilience and adaptability in the face of evolving consumer behaviors and technological advancements.

As per the FICCI—EY Media & Entertainment Report 2025 ("Report"), the Indian M&E sector grew by INR 81 billion to reach INR 2.5 trillion, 30% above its pre-pandemic 2019 levels and contributed 0.73% to India's GDP in 2024. The Indian M&E landscape has undergone a significant transformation with digital media, contributing 32% of the total industry revenues. For the first time in over two decades, digital media has overtaken television to become the largest segment of the sector. Digital platforms have redefined not only the creation, distribution, and monetization of content but also represent the core of the sector.

All figures are gross of taxes (INR In billion) for calendar years / EYestimates Source: FICCI-EYMedia & Entertainment (M&E) Report 2025

Based on the report, Experiential media which includes online gaming, theatrical revenues, live events and out of home media (OOH), ranked second, contributing 23% to total industry revenues. Digital advertising grew 17% to reach INR 700 billion. Paid music subscriptions grew from 7 million to 10.5 million as music streaming platforms disincentivized free usage. According to the report, the M&E sector is expected to grow to INR 3.07 trillion by 2027

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Sensor Tower I Top five countries by average time spent I iOS and Android combined

Source.¦ FICCI-EYMedia & Entertainment (M&E) Report2025

According to the report, Indians spent 4.95 hours per day on phone apps in 2024, a 3.1% growth over 2023. India is among the top five countries worldwide in average time spent. In aggregate, India spent more than 1.1 trillion hours on digital platforms, higher than any other market worldwide, which shows the immense potential for ad funded products and branded content. Total time spent on social media and video consumption increased by 18% in 2024. 462 million Indians were active on social media as of December 2024. 89% of time spent on YouTube was on mobile devices, while 9% was on connected TV, reflecting the growth in its penetration in 2024.

Sensor Tower j Monetization gross of app store commissions but excluding non-app store driven revenues

Source: FICCI-EY Media & Entertainment (M&E) Report 2025 MUSIC

The report indicates that the Indian music segment saw a 2% decline in revenues, reaching INR 53 billion in 2024 owing to the shutdown of some streaming platforms, push to convert free consumers to paid consumers on digital platforms and lower streaming royalty rates. However, performance rights, publishing revenues and other music revenues like live events, artist and management grew in 2024.

There were approximately 4.8 trillion music streams in 2024, of which 4.6 trillion were free/ ad-supported while 154 billion were paid streams. India heard 13.1 billion music streams every day. Paid subscriptions increased from 7 million in 2023 to around 10.5 million in 2024, as certain platforms stopped ad-supported music consumption, while others like Spotify worked to incentivize free consumers to subscribe for a better experience. On average, there were 12.8 billion paid streams each month in 2024, which equated to over 1,000 streams per paid user per month. Audio subscription revenues more than doubled in 2024 to reach INR7 billion on the back of significant industry efforts to grow the paid subscriber base.

Of the total streams, around 63% were related to film. Hindi was the top language for music consumption on digital media, accounting for 64%, followed by South Indian languages with 18% of streams, and the remaining 18% came from other languages, led by Punjabi music with 7% and Bhojpuri music with 3%. As the top ad-based platform, YouTube continued as the preferred platform for music consumption. In India, 4 of the top 10 most subscribed YouTube channels are music channels. As per the Social Blade report, as on December 16, 2024, Tips official ranks among the top 5 music companies in terms of YouTube subscription with 71 million subscribers and video views with 43 million subscribers.

Digital licensing garnered 62% of music segment revenues, comprising revenues earned from music streaming platforms, YouTube, social media platforms and telecom operators. Other licensing revenues, which include music labels' share of performance and publishing rights, sync, physical sales, etc. were largely flat at 24% of total revenues in 2024. Other income grew to 13% of total revenues as live events, artist management and brand revenues grew.

TIPS MUSIC, one of India's leading entertainment companies, has been engaged in the business of creation and acquisition of audio-visual content for music and monetization content library digitally in India and overseas through licencing on various platforms. Our large and diversified music library has a collection of over 34,000 songs across all genres and major languages. The Company has a widespread presence across leading global digital platforms such as YouTube, Spotify, Jio Saavn, Apple Music, Amazon Prime etc. As for March 2025, Tips Official has 1171 million subscribers across its channels and received 228.3 billion views.

Annual Tips Official YouTube Views (in. Bn)

During the year under review, the Company's total revenue, including other income was INR 32,96796 lakhs, higher by 28.80% over the previous year's revenue of INR 25,595.82 lakhs. The Net Profit after Tax for the year was INR 16,656.15 lakhs, higher by 30.98% as compared to INR 12,716.70 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:

TIPS MUSIC is confident that its music business will continue to deliver consistent growth and revenue. The Company has always been at the forefront of leveraging latest technology and innovation in the industry. The music library of the Company is one of the most exhaustive in the industry comprising a collection of evergreen and rich content of over 34,000 songs, which are available for streaming and download across leading digital streaming platforms like YouTube, Spotify, Jio Saavn, Apple Music. etc.

During the financial year 2024-25, the Company has released 443 new songs. The music revenue for FY 2024-25 was INR 31,068.73 lakhs as compared to INR 24,158.07 lakhs in the previous year, representing an increase of 28.61%.

Key Financial Ratios for the financial year ended March 31, 2025, are provided under Note 38(14) of the Notes to the Accounts of the Financial Statements, which forms a part of this Report.

The Company has been actively rewarding its shareholders by returning substantial free cash flow to shareholders. Based on the performance of the Company, the board has declared and paid three interim dividends during the financial year 2024-25. First interim dividend of INR 2 (200%) per equity share, second interim dividend of INR 2 (200%) per equity share and third interim dividend of INR 3 (300%) per equity share, aggregating to a total dividend of INR 7 (700%) per equity share of face value of INR 1/- each fully paid involving total cash outflow of INR 8,948.21 lakhs during the financial year 2024-25.

The Board of Directors did not recommend any final dividend for the financial year ended March 31,2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at https://website-cms.tips.in/assets/ef265bcf-1 580-4845-8e53- 057478556c00.pdf.

During the year under review, the Company has not transferred any amount to the General Reserve. Complete details regarding the movement in Reserves and Surplus are provided in the Statement of Changes in Equity, which forms a part of this Report.

At the beginning of the financial year 2024-25, the paid-up equity share capital of the Company was INR 12,84,26,590 divided into 12,84,26,590 equity shares of face value of INR 1 each.

During the financial year, the Company bought back 5,95,000 fully paid-up equity shares of face value of INR 1 each of the Company, representing 0.46% of the total issued and paid-up equity share capital of the Company at a price of INR 625 per equity share, payable in cash, for an aggregate amount of up to INR 37,18,75,000. The Company has extinguished all 5,95,000 equity shares. Consequently, the paid-up equity share capital of the Company has been reduced to INR 12,78,31,590 divided into 12,78,31,590 fully paid-up equity shares of face value of INR 1/- each.

During the year the Company has not issued any Equity Shares with differential voting rights, Sweat Equity Shares and Employee Stock Options.

As of the date of this report, the paid-up equity share capital of the Company was INR 12,78,31,590 divided into 12,78,31,590 equity shares of INR 1 each.

Pursuant to the demerger of the film division, the Company felt that its name should reflect the core object of the company's current music business. Accordingly, name of the Company has been changed from "Tips Industries Limited" to "Tips Music Limited." The change became effective on September 12, 2024, upon issuance of a fresh Certificate of Incorporation by the Ministry of Corporate Affairs, consequent to the change of name.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL • Re-appointment of Directors:

In accordance with Section 152 of the Companies Act, 2013 ("Act"), Mr. Girish Taurani (DIN: 08695775), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The tenure of Mr. Kumar Taurani (DIN: 00555831) as the Chairman and Managing Director, Mr. Girish Taurani (DIN: 08695775) as Executive Director and Mr. Ramesh Taurani (DIN: 00010130) as Executive Director of the Company will expire on May 31, 2025. The Nomination and Remuneration Committee and Board of Directors at their respective meetings held on April 23, 2025, recommended and approved their re-appointment for a further period of five years w.e.f. June 1, 2025 subject to the approval of members at the ensuing 29th Annual General Meeting. The terms and conditions for their re-appointment are provided in the Explanatory Statement which forms a part of the Notice of the 29th Annual General Meeting of the Company.

Necessary disclosures as required under the Act, SEBI Listing Regulations, and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are provided in the said Notice.

• Appointment of Independent Directors

The Members of the Company, at the 28th AGM of the Company held on July 26, 2024, approved the appointment of Mr. Rajan Singh (DIN: 05339297) as a Non-Executive Independent Director for the first term of five consecutive years commencing from April 30, 2024.

Mr. Chandrashekar Ponnuswamy (DIN: 07925188) was appointed as a Non-Executive Independent Director for the first term of five consecutive years commencing from October 16, 2024, by way of Postal Ballot on December 1, 2024.

• Resignation of Independent Directors

Mr. Amitabh Mundhra (DIN: 00014227) resigned from the post of Independent Director of the Company with effect from closure of business hours on April 29, 2024 due to other commitments.

Mr. Shashikant Vyas (DIN: 00237150) resigned from the post of Independent Director of the Company with effect from closure of business hours on August 27, 2024 due to pre-occupation.

The Board places on record its sincere appreciation for their invaluable contribution and guidance provided by both Mr. Mundhra and Mr. Vyas during their tenure with the Company.

• Declaration from Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

In the opinion of the Board, they fulfil the condition for 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.

During the year under review, Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board and Committees of the Company.

• Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company as prescribed under Section 203 of the Act. The Key Managerial Personnel of the Company as on March 31,2025 are Mr. Kumar Taurani, Chairman and Managing Director, Mr. Ramesh Taurani, Executive Director, Mr. Girish Taurani, Executive Director, Mr. Hari Nair, Chief Executive Officer, Mr. Sushant Dalmia, Chief Financial Officer and Ms. Bijal Patel, Company Secretary.

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 sub-section (3) of Section 178 of the Act, is available on our website at https://website-cms.tips.in/assets/7a1 8ea89-a3f7-461 8-bb02- 4ba83a8a8c19.pdf.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Company has conducted the Annual Performance

Evaluation process, evaluating the performance of the Board, its committees and all individual directors (including Independent Director, Non-Independent Director & Chairman). The criteria of evaluation have been explained in the Corporate Governance Report, which forms a part of this Report.

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2025; the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have 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 of the Company for that period;

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

d) they have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) they have 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 2024-25 The dates of the Board meeting and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms a part of this 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, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management 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 a part of this Report.

• Appointment of Statutory Auditors

The Members of the Company, at the 28th AGM held on July 26, 2024 approved the appointment of M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W), as the Statutory Auditors of the Company, for a period of five years, to hold office till the conclusion of the 33rd AGM to be held for the financial year ended March 31,2029.

• Statutory Auditors' Report

The Reports given by the Statutory Auditors on the Financial Statements of the Company for financial year 2024-25 do not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

• Appointment of Secretarial Auditor

In accordance with the provisions of Section 204 of Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment of M/s. N.L. Bhatia & Associates, Practicing Company Secretaries, (Firm Registration No. P1996MH055800) as Secretarial Auditor of the Company, commencing from April 1, 2025, for a period of 5 consecutive financial years and fix their remuneration, subject to approval of the Shareholders of the Company in the ensuing 29th Annual General Meeting of the Company. Accordingly matter with respect to appointment is proposed in the Notice of 29th Annual General Meeting.

• Secretarial Audit Report

In terms of Section 204 of the Act, a Secretarial Audit Report is provided by the Secretarial Auditor, in Form MR -3, as Annexure - A to this Report.

• Annual Secretarial Compliance Report

In accordance with Regulation 24A of the of the SEBI Listing Regulations, a Secretarial Compliance Report for the financial year ended 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. N.L. Bhatia & Associates, Practicing Company Secretaries.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, that would require disclosure in the in the Director's report.

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

Pursuant to provisions of Section 138 of the Act read with rules made thereunder, M/s. Grant Thornton Bharat LLP and M/s. Maheshwari & Co, Chartered Accountants, (Firm Registration No. 105834W) were re-appointed as Internal Auditors of the Company for the financial year 2024-25 to check the internal controls and functioning of the activities and recommend ways of improvement.

Internal audit is carried out periodically and 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.

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.

The Company has in place a Risk Management Policy commensurate with the size of the Company, which provides for a robust risk management framework to mitigate and minimize the impact of risks. The Risk Management Committee has been constituted to identify, monitor and report on the potential risks associated with the Company's business and periodically keeps the Board of Directors apprised of such risks and the measures taken by the Company to mitigate such risks. Accordingly, the Company has identified the risks that can impact its business performance and plans:

• AI Disruption

AI is transforming music production and significantly raising concerns about job displacement and income reduction. AI-generated music can be both a boon and a bane for the music industry. On one side, it opens up new avenues for creativity and democratizes music production, while on the other, it brings forth challenges related to copyright, royalties, and the value of human-created recorded music.

• Declining Physical Sales

According to Global Music Report 2025, Global physical revenues amounted to US$4.8 billion in 2024, declined by 3.1% in 2024 after rising by 14.5% in 2023. CD and music video revenues fell

by 6.1% and 15.5% respectively in 2024. These declines were partially offset by vinyl, which grew revenues by 4.6% and marked the format's 18th consecutive year of growth.

• Declining Revenue

As per the FICCI - EY Report, the Indian music segment declined by 2% and Digital revenues fell by 11% from 68% of total revenues in 2023 which significantly impacted overall music monetization due to shutdowns of some streaming platforms, reduced per-stream rate, and slow growth of paid subscribers.

• Piracy and Content Leakage

India's entertainment industry suffers annual losses of INR 224 billion due to piracy, with 51% media consumers access content from pirated sources as per the EY-IAMAI's the Rob Report. With high-speed internet and lucrative data plans, consumers can now stream pirated content directly without the need to download files. 76% of those accessing pirated content belonged to the 19 to 34 year age group. Telegram is a widely preferred platform for consumers of pirated content and pirates alike since it allows transfer of files up to 2GB. Pirates also generate income from displaying ads on their social media accounts. Popular social media pages are leveraged to redirect followers to pirated websites.

• Rise of Music Streaming

Digital streaming platforms such as Spotify, Apple Music, YouTube, Gaana JioSaavn provide instant access to millions

of songs, making music consumption incredibly convenient and on-demand. Streaming has become the dominant revenue source for the music industry, shifting the earnings model from album sales to royalties based on streams. In 2024, paid subscriptions grew from 8 million to 10.5 million, and the average monthly streams per paid user were more than 1,000 for the second consecutive year.

Average monthly per paid streamer

Source: FICCI-EY Report 2025

Streaming platforms shape the listening experience through curated playlists and algorithms. Personalized playlists like Spotify's "Discover Weekly" or Apple Music's "For You" use data-driven algorithms to recommend songs based on a user's listening habits. This has become a crucial tool for artists to gain exposure and grow their fanbase. Streaming platforms are increasingly investing in podcasts to diversify their content offerings and deepen user engagement.

• Short-Form Video Platforms

In 2024, Short-form video platforms like Instagram Reels, and YouTube Shorts dominated the social media landscape and remained at the core of digital content consumption and strategy. Accordingly Instagram Reels Statistics 2025, India has become the largest market for Instagram Reels, with 385.35 million users followed by United States with 166.15 million and Brazil with 135.05 million. YouTube Music and Premium surpassed 100 million subscribers, including trials, in early 2025, as per the YouTube Statistics 2025.

• Live Events & Concert Revenue

Live Events and Concerts rocked the Music Industry in 2024. The organized live events segment grew 15% in 2024, driven by significant growth in ticketed events, government spending, B2B events and weddings. Live events and concert revenue indicate a significant positive impact on the music industry. As per the BookMyShow data cited in the EY report revealed that over 30,000 live events were hosted across 300 Indian cities in 2024. In Coldplay's 'Music Of The Spheres' concerts in Ahmedabad, the two-night event attracted over 2.22 lakh fans and generated an estimated economic impact of INR 641 crore.

The music industry is constantly evolving and innovative by exploring alternative monetization avenues to diversify their income streams. Due to the expansion of smartphones, growth in the Subscription Video on Demand (SVOD) base, higher publishing and performance revenues as compliance levels increase, the M&E segment is expected to grow at a 13% CAGR over the next three years to reach INR 78 billion.

Music is part of the broader content industry that comprises news, television serials, films, and music. Each of these sub-segments has their own economic attributes and appropriate monetization methods. Many factors determine the value of content. Content that can be monetized multiple times naturally commands greater economic value. Music ranks at the top of the content pyramid when ranked on repeated monetization.

Once aired, news bulletins and TV serials lose relevance very quickly. Viewers rarely revisit such content. Films hold a special appeal and can be repeatedly aired. Superhit films may be viewed multiple times by audiences. Such films attract audiences even many years after release.

Record labels remain a cornerstone of the music industry and are increasingly adopting new technologies, such as artificial intelligence and blockchain, to improve their operations and connect with fans. AI-powered algorithms analyze large amounts of data to identify patterns and make personalized recommendations. Platforms like Spotify, YouTube, or Apple Music, and social networks like Instagram or TikTok use highly developed algorithms to suggest content based on each user's tastes and behaviors. Vinyl and cassette comebacks blend nostalgia with modern-day innovation due to their unique listening experience and cultural significance.

Indian music is gaining international recognition and accessibility through global streaming platforms, driven by rising international fanbases and boosting the industry's revenue and expansion. As a result, export revenues are expected to reach INR 9 billion by 2027 Globalization brings both opportunities and opens up new markets for Indian music industry.

As internet access spreads, especially in rural areas, even more people will start listening to music online. This will open up new markets and bring Indian music to a larger audience. Moreover, the personalized playlists and recommendations on these platforms will make the listening experience more engaging.

TIPS MUSIC 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 of March 31, 2025, the number of employees on the payroll of the Company were 59.

Information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - B to this Report. Further, the information pertaining to Rule 5(2) & 5(3) of the

aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by email to bijal@tips.in.

In compliance with the provisions of Section 177(9) of the Act, 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 Policy is made available on the website of the Company at https://website-cms.tips.in/assets/ ddb003f9-b481-466e-a77f-20806f8ff1b3.pdf.

The policy on Related Party Transactions as approved by the Board is made available on the website of the Company at https://website-cms. tips.in/assets/8b955ad6-378e-4302-a8f6-41 771c612d4d.pdf. The Policy was amended to align it with the amendments in the SEBI Listing Regulations.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm's length basis and the same were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

In pursuance to Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are provided in Form AOC -2 as Annexure - C to this Report.

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of financial year or the previous financial years. The Company did not accept any deposit during the year under review.

The particulars of Loans, Guarantees, and Investments made during the year under review are disclosed in the Financial Statements read together with notes, which forms part of this report.

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

• Conservation of energy

The particulars as required under the provisions of Section 134(3)(m) of the Act, 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 under review, 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.

A separate report on Corporate Governance is provided in a separate section of this report together with the Certificate from the Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations.

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Act read with rule made thereunder. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, which forms part of this report.

The Board has framed a CSR Policy for the Company, on the recommendations of the CSR Committee, and the is made available on the website of the Company at https://website-cms.tips.in/assets/ a8054d71-4ff4-454d-8111-faa54116e2ae.pdf.

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in Annexure - D to this report.

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended March 31, 2025 is provided in a separate section, forms part of this Report and is also made available on the website of the Company at https://tips.in/annual-reports.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025, in form MGT -1 is made available on the website of the Company at https://tips.in/annual-returns.

The Company maintains its books of accounts at 402, Everest Classic, Plot no. 390, Linking Road, Khar - West Mumbai 400052, Maharashtra, India.

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The 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. During the year under review, your Company has not received any complaint pertaining to sexual harassment.

The Company has arranged an interactive awareness workshop in this regard for employees during the year under review.

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:

• There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and date of this Report;

• There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future;

• There were no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 and there was no instance of one-time settlement with any bank or financial institution.

• The Company does not have holding company or subsidiary company, hence the provisions of Section 191(14) of the Act relating to receipt of remuneration or commission by the Managing Director and Executive Director from such entities, are not applicable.

• There has been no change in the nature of business of the Company;

• There was no revision of the financial statements and the Board's Report of the Company during the year under review.

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 changes in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

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

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