To

The Members

Tips Industries Limited

Your Directors are pleased to present the 27^th 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.

Despite the global slowdown, India's economic growth rate is stronger than in many peer economies and reflects relatively robust domestic consumption and lesser dependence on global demand. According to the International Monetary Fund (IMF), India has overtaken the U.K. to become the world's fifth largest economy at market exchange rates due to its strong economic foundations, thriving domestic demand,

careful financial management, high saving rates, and favourable demographic trends.

According to the FICCI-EY Media & Entertainment (M&E) Report 2023, the Indian M&E sector grew by 20% in CY2022 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 a resurgent print. The M&E sector is expected to grow 11.5% in CY2023 to reach Rs.2.34 trillion (US$29.2 billion) and then grow at a CAGR of 10% to reach Rs.2.83 trillion (US$35.4 billion) by 2025.

Except for TV subscription revenue, all M&E segments grew in 2022. Digital media grew the most at Rs.132 billion and consequently, increased its contribution to the M&E sector from 16% in 2019 to 27% in 2022. Digital advertising grew 30% to reach Rs.499 billion, or 48% of total advertising revenues.

Music: Unlocking the Magic of Sound. Music is special. The true magic of music is its ability to bring people together, evoke deep emotions and connect us to something greater than ourselves. It's the key to unlocking the emotional power of sound has a substantial impact not only on mood but also on mind, body and overall health. As per IMI's Digital Music Study Report 2022, 67% of the surveyed respondents in India say that music is crucial for maintaining their mental health.

Different cultures have different musical traditions and styles that reflect their unique history, customs, and beliefs. Music plays a role in shaping and reinforcing cultural identity. It permeates our culture across all age groups, which makes India one of the world's most exciting music markets, as reflected in our growth rates.

The recorded music industry in India grew 19% to reach Rs. 22 billion. Film music, which had reduced during the pandemic, returned at scale. 87% of revenues were earned through digital means. The surge in digital adoption across countries like Nepal, Bangladesh, Pakistan, Sri Lanka, etc. has led to increased uptake of popular international platforms like TikTok, YouTube, Instagram, etc. where Indian music is popularly used.

Most importantly, the music listening hours per week in audio streaming increased by 17.2% in CY2022 over CY2021 to 6.7 hours a week, as per IMI. India's market is largely digital with digital revenues accounting for 86.9% of overall revenues. Physical sales accounted for 1.4%, Synchronisation revenues and performance rights contributed 5.4% and 3.8% respectively to total industry revenues. It is expected that Industry revenues will surpass Rs.33 billion by CY2025 on the back of increasing digital revenues and performance rights.

Bollywood aggregated 66% of total consumption and comprised 5 of the top 10 genres listened to in India. Overall, 70% of all music listening time was spent on music by domestic artists. This was one of the highest levels of domestic music listening worldwide, behind only China (72%) and the US (76%) and considerably over the global average of 49%.

Digital revenues comprised 87% of total revenues in CY2022, up from 68% in CY2019. Younger people are generally early adopters of technology and more likely to subscribe to music streaming services. Music listeners aged 16-44 years are more likely to pay for audio streaming as they prefer an ad-free experience, the freedom to listen to anything, at any time, at the click of a button. Convenience and availability of millions of songs for a small price is driving penetration of subscription based music streaming services.

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.

• Value of content

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.

Music lovers can be very passionate about their favorite music and may listen to their favourite songs multiple times a week. It is entirely possible that listeners hear their favorite songs thousands of times over their lifetimes.

The Copyright (Amendment) Act, 2012 protects music copyrights for 60 years in India. This is the longest period of protection when compared to any other type of intellectual property rights. In the United States, music copyrights are protected for much longer periods.

IPR protection for such long durations allows music labels to exploit multiple monetization strategies over time. Catalogues benefit from technological evolution, inflation, and increased market penetration over such long periods.

The internet has made it possible to access the entire global audience for content with minimum intermediation. Physical distribution channels for selling cassettes, CDs and DVDs have been disrupted. In today's digital world, every content owner can directly connect with the end consumer via the internet. This ability to reach large audiences directly has improved terms of trade for content owners vis-a-vis distributors and other content aggregators.

Until the first decade of the current century, music lovers had to carry devices such as Walkmans or iPods or USB drives to hear music on the go. These and other functions have now converged into a single device; the smartphone. Listeners no longer need to carry separate devices; smartphone apps make music available 24x7 with a tap and a swipe.

The Ericsson Mobility Report- November 2022 and 2021 (EMR) estimates that data usage per smartphone will increase from 25 GB/month in 2022 to 54 GB/month in 2028. The report estimates total Mobile Data Traffic to grow at 14% CAGR between 2022 and 2028 in India. FICCI's M&E Report 2023 states that 58% of all video consumption was driven by music videos. Rising data consumption provides a tailwind for growth.

As per EMR, there were 81 crore smart phone subscriptions in India in 2021 compared to 73 crore in 2020. This number is expected to touch 120 crore in 2027. According to TRAI, current tele-density in rural areas is only 59.5%. A lot of people are yet to be connected to smartphones and the Internet, so there is huge headroom for growth.

The number of 4G connections are expected to decline from a peak of 93 crores in 2024 to about 57 crores in 2028. 5G subscriptions are expected to grow from 3.1 crores at the end of 2022 to 69 crores

in 2028. Higher speeds provide seamless user experience and improve adoption. Upgrading to faster connections will continue to drive an increase in content consumption. Total mobile phone connections are expected to grow to 130 crores in 2028.

Smartphones provide improved user experience for media consumption compared to feature phones. New users and upgrades from feature phones to smartphones are both tailwinds for music consumption.

• Cheap Data

India has the lowest data costs in the world. Given such low costs, data prices are no longer a hindrance to adoption of mobile Internet. EMR estimates data usage per smartphone to increase from 25 GB/Month in 2022 to 54GB/Month in 2028. Smart phones and video drive data consumption.

TIPS, one of India's leading entertainment companies, has been engaged in the business of creation and acquisition of audio-visual content for music and exploitation of audio-visual content library digitally in India and overseas through licensing on various distribution platforms. One of the strongest assets of TIPS is its rich and evergreen music collection. Its large and diversified music library has a collection of over 30,000 songs across all genres and major languages. The Company has a widespread presence across leading global digital platforms such as YouTube, Spotify, Jio Saavn, Resso, Apple Music. Amazon Prime etc. As of March 2023, on YouTube, Tips Music has more than 82 mn subscribers across its channels and received 112.7 billion views.

During the year under review, the Company's total revenue, including other income stood of Rs. 19,213.76 lakhs as compared to the previous year of Rs. 13,879.52 lakhs, representing an increase of 38.43%. The Net Profit after Tax for the year stood at Rs. 7,652.16 lakhs, as compared to Rs. 6,455.55 lakhs in the previous year, representing an increase of 18.54%.

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)

TIPS 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 30,000 songs, which are available for streaming and download across leading digital marketplaces like iTunes and Google Play, as well as popular streaming platforms like YouTube, Spotify, Jio Saavn, Resso, Apple Music. etc. During the financial year 2022-23, Company has released 896 new songs. The music revenue for FY 2022-23 was Rs. 18,678.12 lakhs as compared to Rs. 13,558.64 lakhs in the previous year, representing an increase of 37.76%.

Pursuant to the Hon'ble 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.

The Directors has recommended a final dividend of 50%, i.e. Re. 0.50 /- (Rupee fifty paise) per share on fully paid-up equity share of Re.1/- each (post-split) 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.

In compliance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://tips.in/wp-content/uploads/2021/09/Dividend- Distribution-Policy.pdf

At the beginning of the financial year 2022-23, the paid-up equity share capital of the Company was Rs. 12,96,86,590 divided into 1,29,68,659 equity shares of face value of Rs.10/- each.

During the year under review, the Company has bought back 1,26,000 fully paid-up equity shares of the Company, of face value of Rs. 10/- each, during the buyback tendering period i.e. from Friday, January 27, 2023 to Thursday, February 9, 2023 (both days inclusive), on a proportionate basis, through the tender offer route, at a price of Rs. 2,600/- per equity share. The Company has extinguished total 1,26,000 fully paid-up equity shares of Rs. 10/- each (out of which 1,25,999 equity shares were in dematerialized form and 1 equity share was in physical form on February 21,2023 and February 16, 2023 respectively). Consequently, the paid-up equity share capital of the Company has been reduced to Rs. 12,84,26,590 divided into 1,28,42,659 fully paid-up equity shares of face value of Rs.10/- each.

• Sub-divided (split) of the equity share

Pursuant to the Special Resolution passed by the Members of the Company by way of Postal Ballot through electronic means on March 27, 2023, the Company sub-divided (split) its equity share of the face value of Rs. 10/- each (fully paid-up) into 10 (ten) equity shares of face value of Re. 1 /- each (fully paid-up) and consequent amendment in the existing Clause V (Capital Clause) of the Memorandum of Association of the Company and existing Clause 3 (Capital Clause) of the Association of the Company.

The Depositories has allotted new ISIN- INE716B01029 due to sub-division of equity shares of the Company for dematerialization of shares of the Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where the Company is listed i.e. BSE and NSE with effect from April 21,2023 (Record date).

As of the date of this report, the paid-up equity share capital of the Company was Rs. 12,84,26,590 divided into 12,84,26,590 equity shares of Re.1/- each.

The Board of Directors has not recommended transfer of any amount to reserves and the amount of Rs. 7,652.16 lakhs is retained in the Profit and Loss Account.

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

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, Mr. Ramesh Taurani, Director of the Company (DIN: 00010130), 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 / Executive Directors

During the financial year 2022-23, the following directors were re-appointed for a period of three years with effect from June 1, 2022, by the members in the previous Annual General Meeting of the Company held on August 29, 2022.

- Mr. Kumar Taurani as Chairman and Managing Director

- Mr. Girish Taurani as an Executive Director

- Mr. Ramesh Taurani as Executive Director

• Resignation of Independent Directors

Ms. Radhika Dudhat and Mr. Venkitaraman lyer have tendered their resignation from the office of Independent Director of the Company with effect from May 30, 2022. The Board of Directors place on record their deep appreciation for the valuable services rendered as well as advice and guidance provided by Ms. Radhika Dudhat and Mr. Venkitaraman lyer during their tenure.

• Appointment of Independent Directors

The Members of the Company, in the previous Annual General Meeting of the Company held on August 29, 2022, approved the appointment of Mrs. Tara Subramaniam and Mr. Shashikant Vyas as an Independent Directors of the Company for a term of five years with effect from May 31,2022.

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.

• 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 Managing Director; Mr. Ramesh Taurani, Executive Director, Mr. Girish Taurani, Executive Director, Mr. Sushant Dalmia, Chief Financial Officer, and Ms. Bijal Patel, Company Secretary.

The Board of Directors, at its meeting held on December 15, 2022, appointed Mr. Sushant Dalmia as Chief Financial Officer of the Company w.e.f. December 15, 2022, in place of Mr. Sunil Chellani who has tendered his resignation from the position of Chief Financial Officer of the Company w.e.f. closure of business hours of December 14, 2022.

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://tips.in/corporate-governance/

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.

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 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.

• Board Meetings

The Board of Directors of the Company met eight times during the financial year i.e. from April 1, 2022 to March 31, 2023 on May 11, 2022, May 30, 2022, July 29, 2022, October 21, 2022, November 9, 2022, December 15, 2022, January 23, 2023 and February 13, 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, 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 part of this Annual Report.

• Appointment of Statutory Auditors

M/s. SSPA & Associates, Chartered Accountants, (Firm Registration No. 131069W) were re-appointed as the Statutory Auditor of the Company at the 23rd Annual General Meeting held on September 23, 2019, to hold the office for a period of five years till the conclusion of the 28th Annual General Meeting to be held in the year 2024, in terms of the applicable provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014.

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

No frauds have been reported by the Statutory Auditors during the financial year 2022-23.

• 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 year ended 2022-23 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 Auditors in their Report.

Pursuant to the provision of Section 148 of the Companies Act, 2013 as amended, the requirement of appointment of Cost Auditors is not applicable to the Company.

Pursuant to provisions of Section 138 read with rules made thereunder, M/s. Grant Thornton Bharat LLP was appointed 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.

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.

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 risks that can impact its business performance and plans:

Copyright infringement remains a challenge for the music ecosystem. An estimated 27% of those surveyed used unlicensed methods to listen or obtain music in the past month, while 23% used illegal stream ripping services. The availability of quick remedies, including blocking orders, to tackle such pirate services is vital to protect the music industry and other creative industries. Furthermore, app stores and ISPs that host such services need to be proactive in recognizing this form of infringement and work with industry bodies to curb piracy. Piracy in the music ecosystem has reduced from 76% in 2018 to 73% in 2022 but is still higher than the global average of 30%.

70% of Indian listeners admitted to using stream-ripping websites, with this percentage being slightly higher among the 16-34 age group who preferred the simplicity and ease of use associated with stream ripping.

We create music content and demand for which depends substantially on user preferences that often change in unpredictable ways. There is no formula that will predict whether a given music will be successful.

Reduction of cinema screens is an ongoing trend. Since 2018 the number of cinema screens has reduced from 9601 to 9382 in 2022. This trend persists across all states but is less pronounced in the four southern states. This reduces the initial footprint achieved by film music upon release of new films.

OPPORTUNITIES • Digital / OTT Rights

India is second globally in the digital consumption of services, following China. Video subscriptions grew 27% in 2022 as sports content went behind paywalls. Paid subscriptions crossed 99

million across 45 million households and generated Rs. 68 billion in revenues. Global streaming players are expected to spend Rs.300 billion on content over 2021-25, Netflix, Disney and Amazon are expected to spend USD 66.6 billion on content in CY2022, a growth of 18.2% yoy.

• International Services Take Lead Over Domestic Services

The preferred way to stream music reveals the prevalence of international services over domestic services. 46% of the respondents preferred YouTube for streaming their music, a trend that has continued since 2021, although this year recorded an 11% drop from 2021. This trend is also indicative of the peculiar preference of the Indian respondents to visually engage with music. 20.1% preferred Spotify while 7.9% preferred YouTube music.

• Increase the paid subscriber of music streaming services

As per IMI Report, the use of the paid tier of music streaming services is the highest among the 25-34 age group (52.4%) who are more likely to pay to listen to music without interruption and have access to millions of songs. Listeners are willing to pay to enjoy listening to a rich library of content without any interruptions. A rich library comprising millions of songs gives them a wider range to choose their music from. Users like to choose their own music from streaming services rather than being directed to music through platform curations

We believe the following secular trends will continue to drive growth in the recorded music industry.

• Consumer Trends and Demographics

Consumers today engage with music in more ways than ever. In 2022, Indian consumers spent 25.7 hours (21.9 hours in 2021) listening to music each week compared to a global average of 20.1 hours(18.4 hours in 2021). Data indicates that the hours spent listening to music can grow further. Consumption through paid audio streaming increased from 3.3 hours in 2021 to 4.3 hours in 2022. According to Nielsen, in 2019, teens and millennials in the United States listened to an average of 32.6 and 29.7 hours of music each week, respectively, above the 26.9 hours for all U.S. consumers.

Demographic trends and smartphone penetration have been key factors in driving growth in consumer engagement. Younger consumers typically are early adopters of new technologies, including music-enabled devices.

52.4% of the 25 - 34 age group in India said they were more likely to pay to listen to music without interruption. Members of older demographic groups are also increasing their music engagement. Indians in the age group of 55-64 listened to 16.7 hours of music in 2021 up 1.9 hours over 2019. According to an IFPI survey of 19 leading geographic markets in 2019, 54% of 35 to 64 year olds used a streaming service to listen to music in the past month, representing an increase from 46% in 2018, which was the highest rate of growth for use of streaming services across all age groups.

• Streaming Still in Early Stages of Global Adoption and Penetration

According to IFPI, global paid music streaming subscribers totalled 589 million at the end of 2022 and subscription revenue grew 10.3% to touch USD 12.7 billion. Subscription accounts have grown to 589 million, representing only 7.4% of the humans on this planet. In terms of smartphone users, it represents only 8.9% of the 6.6 billion smartphone users globally, as per the EMR. The fast growing population of paying subscribers is still only a small fraction of the reported user bases of large, globally scaled digital services such as Meta Platforms, which reported 2.96 billion monthly active users across its services as of December 2022, and YouTube, which has 2.6 billion unique monthly users according to Statista.

The United States, with a population of under 330 million, generated 1.15 trillion on-demand streams (both audio and video) in 2019, according to Nielsen; continued growth is to be expected. During 2022, the stream count per month for India averaged between 16 to 20 billion. That indicates the potential size of India's streaming market as its population of 1.38 billion gets connected to the Internet.

The global music market derives 48.3% of revenues from paid subscriptions. In India, we expect to see advertisement-supported and subscription models co-exist. The evolution of Chinese markets over the past 8 years provides a firm basis for our belief that subscriptions will contribute substantial revenues in the near future.

According to IFPI, in 2013, China was ranked 21^st in the world with total music industry revenues of approximately USD 82.6 million. The Indian music industry was much larger with revenues of USD 119.1 million at that time. Piracy in China was estimated to be over 95%. By the end of 2022, the Chinese market was ranked 5^th in the world.

Internationally streaming subscription prices had remained flat for over a decade as players focused on penetration. Paid streaming is now entering a new phase as players have started raising prices. Spotify has recently raised subscription rates in 12 territories including US and UK. Other players are widely expected to follow suit. Amazon is experimenting by offering its Amazon Music HD at premium pricing in the US from 2019 and Apple has also raised subscription rates from USD 9.99 to USD 10.99 in USA.

Pricing improvements have aided paid streaming revenues to grow at 10.3% in 2022.

The Indian Government's crackdown on piracy from 2012 and changing attitudes of Indian consumers make it possible for the Indian music industry to follow a similar growth trajectory. The FICCI—EY Media & Entertainment Report 2022 expects paid subscribers for music streaming in India to cross 7 million by 2024.

As Indian OTT players inch closer towards public listing of their shares, they may opt to focus on subscription revenues. Bundling music with telecom services is also a viable option to reach a much wider but lower income audience.

Technological innovation has aided the penetration of music consumption across locations, including homes, offices and cars, as well as across devices, including smartphones, tablets, wearables, digital dashboards, gaming consoles, and smart speakers. These technologies represent advancements that are deepening listener engagement and driving further growth in music consumption by forming new listening habits. New technologies are likely to bring change in consumption patterns and provide new opportunities to engage with customers and increase penetration.

On average people access music in more than 6 different ways according to Universal Music Group. As per Indian Music Industry's Digital Music Study Report 2022, music listeners engage 10+ different methods to engage with Music, on average. We believe that the use of multiple devices is expanding listening hours by bringing music into more moments of consumers' lives; the different uses that these devices enable are also broadening consumers' exposure to new and different genres of music. The music that consumers listen to during a commute may be different from the music they listen to while they exercise, and different still from the music they play through a smart speaker while cooking a meal. Smart speakers enable consumers to access music more readily by using their voices. According to PwC, smart speaker ownership is expected to increase at a 38% CAGR from 2018 through 2023, reaching 440 million devices globally in 2023. Smart speakers are

fuelling further growth in streaming by converting more casual listeners into paid subscribers, drawn in by music as a critical application for these devices. According to Nielsen, 61% of U.S. consumers who use a smart speaker weekly to listen to music currently pay for a subscription as well.

Short-form music and music-based video content has grown rapidly, driven by the growth of global social video applications such as TikTok, which features 15-second videos often set to music. TikTok has reportedly been downloaded more than 3.3 billion times since its launch in 2017. TikTok has reported 1.4 billion monthly active users at the end of 2022. Such applications have the potential for mass adoption, illustrating the opportunity for additional platforms of scale to be created to the benefit of the music and entertainment industry. Short-form music and music based videos have become popular on social media platforms like Facebook and Instagram too. It illustrates the growing number of pathways through which performing artists and music labels may monetize their content. IMI reports that 19% of time spent on listening to music is on short form video apps, a close second to YouTube which accounts for 22% of such time.

The Media and Entertainment Industry in India continues to undergo transformation. The rapid proliferation of mobile access is enabling on-demand, anytime-anywhere content consumption nationwide. For global players across the M&E value chain looking for a vibrant growth market, India provides an exciting opportunity to reach digitally empowered consumers. India ranks as one of the fastest growing app markets globally, a promising scenario for subscription-based and ad-supported music apps.

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 of March 31, 2023, the number of employees on the payroll of the Company was 49.

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.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the WhistleBlower 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 Company at https://tips.in/wp-content/uploads/2018/07/Whistle Blower Policy- Vigil Mechanism Policy.pdf.

All Related Party Transactions, that were entered into during the financial year under review, were on an arm's 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.

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

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.

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.

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 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.

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.

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 Committee is 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 Company's CSR Policy, is annexed to this Report as Annexure - D.

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31,2023 has been separately furnished in the Annual Report and forms a part of the Annual Report.

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 on the website of the Company at www.tips.in in the investor section.

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 Company's financial position have occurred

between the end of the financial year of the Company and the date of this report.

• Except mentioned above, 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.

• No proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at the end of the financial year 2022-23.

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.

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, 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.