October 22, 2021

To,	To,
Listing Department	Listing Department
BSE Limited	National Stock Exchange of India Limited
P.J Towers, Dalal Street,	Exchange Plaza, 5th Floor, Plot No. C/1, G Block,
Fort, Mumbai – 400 001	Bandra Kurla Complex, Bandra (E), Mumbai – 400 050

Scrip Code: 532375

Symbol: TIPSINDLTD

Sub: Certificate issued by the Merchant Banker pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended, in relation to the proposed Scheme of Arrangement and Demerger between Tips Industries Limited ("Demerged Company") and Tips Films Limited ("Resulting Company") and their respective shareholders.

Dear Sir/Madam,

In terms of the paragraph 3(a) of Annexure I of the SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time, we are enclosing the certificate issued by SEBI registered Merchant Banker, Inga Ventures Private Limited, on adequacy and accuracy of disclosure of information pertaining to Tips Films Limited (unlisted entity), in the format specified for abridged prospectus as provided in Part E of Schedule VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 along with Abridged Prospectus of Tips Films Limited.

Kindly take the same on your record.

Thanking You,

For Tips Industries Limited

PATEL BIJAL RAMJIBHAI Digitally signed by PATEL BIJAL RAMJIBHAI Date: 2021.10.22 15:11:21 +05'30'

Bijal R. Patel Company Secretary

Encl: As Above

To, The Board of Directors, Tips Industries Limited 601, Durga Chambers. 6th Floor, Linking Road, Khar (West), Mumbai- 400052

Sub: Scheme of Arrangement and Demerger pertaining to Tips Films Limited in relation to proposed demerger of Films Business ("Demerged Undertaking") of Tips Industries Limited ("Demerged Company or TIL") into Tips Films Limited ("Resulting Company or TFL") and their respective shareholders under section 230 to 232 of the Companies Act, 2013 and the rules made thereunder ("Scheme")

Dear Sirs,

This is with reference to our engagement letter dated January 9, 2021 entered with the Demerged Company for inter-alia certifying the accuracy and adequacy of disclosures pertaining to TFL made in the abridged prospectus, to be sent to the shareholders of the Company, pursuant to the Scheme.

We have been provided the abridged prospectus pertaining to Tips Films Limited ("Abridged Prospectus"), enclosed as Annexure 1 dated October 12, 2021, prepared by Tips Industries Limited and Tips Films Limited. The Abridged Prospectus will be circulated to the members of Tips Industries Limited and Tips Films Limited at the time of seeking their approval to the Scheme as part of the explanatory statement to the notice.

Based on the information, confirmations, undertakings and documents provided to us by the TIL and TFL, we hereby confirm that the information contained in the Abridged Prospectus is accurate and adequate, in terms of the paragraph 3(a) of Annexure I of the SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("SEBI Circular") read with the format provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("Abridged Prospectus Format").

Disclaimer and Limitation:

This certificate is a specific purpose certificate issued in terms of and in compliance with SEBI $\blacktriangle$ circular and hence it should not be used for any other purpose.
This certificate contains the certification on adequacy and accuracy of disclosure of information pertaining to the unlisted entity viz., Tips Films Limited and is not an opinion on the Scheme of Arrangement and Demerger or its success.
The above confirmation is based on the information furnished and explanations provided to us by $\blacktriangleright$ the management of the TIL and TFL assuming the same is complete and accurate in all material aspects on an as is basis. We have relied upon the financials, information, undertakings and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not.
We shall not be liable for any losses whether financial or otherwise or expenses arising directly or indirectly out of the use of or reliance on the information set out here in this report.
Our opinions are not nor should it be constructed as our opining or certifying the compliance of $\blacktriangleright$ the proposed Scheme of Arrangement and Demerger with the provision of any law including companies, taxation, Securities market, related laws or as regards any legal implications or issues arising thereon, in their respective jurisdiction.

We express no opinion whatsoever and make no recommendation at all as to the Company's $\blacktriangleright$ underlying decision to effect the Scheme or as to how the holders of equity shares of the Company should vote at their respective meetings held in connection with the Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the price at which the equity shares of Company will trade following the Scheme for or as to the financial performance of the TIL or TFL following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/ investors should buy, sell or hold any stake in the TIL.

For Inga Ventures Private Limited

R. R. Shah Kavita Shah

Partner

Dated: October 12, 2021

Place: Mumbai

ABRIDGED PROSPECTUS

IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES IN RESPECT OF DEMERGER OF FILM DTVISION OF TIPS INDUSTRIES LIMITED IN TO TIPS FILMS LIMITED ON A GOING CONCERN BASIS PURSUANT TO A SCHEME OF ARRANGEEMNT AND DEMERGER ((SCHEME,,) UNDER SECTIONS 230-232 AND OTHER APPLICABLE PROVISTONS OF THE COMPANTES ACT, 2Ot3 (.ACT") AND THE RULES MADE THEREUNDER.

This is an abridged prospectus prepared to comply with the requirements of regulations 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") read with SEBI Circular No. CFD/DIL ^sI crRl20t7 l2t dated March 10, ²⁰¹⁷ read with Circular SEBI/HO/CED/DILUClUPl2O2Ol249 dated December 22, 2O2O issued by Securities and Exchange Board of India ('SEBI Circulars") and is in accordance with the disclosure required to be made in the Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable. You are also encouraged to read the greater details available in the Scheme.

This is an Abridged Prospectus/ Memorandum containing information pertaining to the uniisted company, Tips Films Lirnited r,vhich is a party to the Scheme of Arrangement and f)emerger proposed to be made between Tips Industries Limited (hereinafter referred as " TIL" or "Demerged Company") and the said Tips Films Limited (hereinafter referred as " TFL" or "Resulting Company") and their respective shareholders pursuant to Section 230 to 232 of the Companies Act,20 13 (hereinafter referred to as the "Scheme").

The Scheme along with the Abridged Prospectus is also available on the website of BSE Limited ('BSE") i.e. https:/ /lr.lvw.bseindia.com, National Stock https: / /r,rm,-u,.nseindia.com and Tips industries Limited document constitutes an offer or an invitation by or purchase any of the securities of TFL. Exchange of India Limited ("NSE") i.e. i.e. http:/ /www.tips.in. Nothing in this on behalf of TFL to subscribe for or

THIS ABRIDGED PROSPECTUS CONSISTS OF 8 (Eight) PAGES. PLEASE ENSURE YOU HAVE READ ALL THE PAGES.

TIPS FILMS LIMITED

Registered Office: 501, Durga Chambers, sth Floor, Linking Road, Khar (West), Mumbai-4OOO52, Maharashtra, India Contact Person: Mr. Haresh Sedhani Phone No: +91 22 66431L88 Email: [email protected] Website : NA Corporate Identity Number : U7 494OMH2009P|C 193028

	NAME OF THE PROMOTERS AND PROMOTER GROUP OF TIPS FILMS LIMITED
Mr. Ramesh Tauranr 1.	R. Taurani Ms. Raveena 5.
Mr. Kumar Taurani 2.	Taurani Ms. Sneha R. 6.

Ms. Jaya R. Taurani | 7. Mr. Shyam Lakhani
Mrs. Varsha R. Taurani | 8. Mr. Jay Shewakramani

(For further details refer to the para titled "PROMOTERS AND PROMOTER GROUP OF the RESULTING COMPANY" on page 3 of this Abridged Prospectus)

SCHEME DETAILS, LISTING AND PROCEDURE

The Scheme of Arrangement and Demerger between the Tips Industries Limited ('TIL" or "Demerged Company") and Tips Films Limited ("TFL" or "Resulting Company") and their respective Shareholders for demerger is presented under the provisions of Section 23O to 232 read. with Sections 52 and 66 and other relevant provisions of the Companies Act, 2013, as may be applicable, and also read with Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961, as may be applicable, for Demerger of the Film Division Undertaking of the Demerged Company and vesting of the same in the Resulting Company on a going concern basis.

Upon the Scheme becoming effective, all the Assets, Liabilities, interests and obligations, as applicable of the Film Division Undertaking of the Demerged Company, be transferred to and vested in the Resulting Company on a going concern basis without requirement of any further act, instrument or deed so as to become as and from the Appointed Date i.e. April 1, 2021, the Assets, Liabilities, interests and obligations, as applicable, of the Resulting Company. 1 (One) equity shares of Rs. 10/- each fully paid up of Tips Films Limited sha1l be issued and allotted for every 3 (Three) equity shares of Rs. 10/- each fully paid up held in Tips Industries Limited to the shareholders of Tips Industries Limited.

Such equity shares (issued by the Resulting Company to the relevant equity shareholders of the Demerged Company) will be listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") ,(hereinafter collectively referred as "Stock Exchanges"), in accordance with the provisions of SEBI Circular No. CFD/DIL3/CIR/2017121, dated March lO,20 17, as amended from time to time. Further, as an integral part of the Scheme, existing Equity Shares of TFL shall stand cancelled without any further act and deed.

INDICA?IVE TIMELINE

The Abridged Prospectus is issued pursuant to the Scheme and is not an offer to public at large. The time frame cannot be established with absolute certainty, as the Scheme is subject to approvals from relevant regulatory authorities.

GENERAL RISKS

Investment in trquit1. and trquity related securities inr.,olved a clegree of risk and investors shouid not invest any funds in this issue unless the-v can afford to take the risk of losing their investment. Investors are advised to read the Risk factors carefully before taking an investment decision ln this Issue. For taking an investment decision, Investors must rely on their or,vn examination of the Resulting Companl' and the issue, including the risk involved.

The trquity shares in this issue have not been recommended or appror.erl by Securities and

tii:.P'A*E

Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of the Scheme - Not Applicable as the offer is not for public at large.

Specific attention of the readers is invited to the sections titled 'Internal Risk Factors' on pages 7 of this Abridged Prospectus.

PRICE INFORMATION OF LEAD MANAGER

Not Applicable since the proposed issue is not to public shareholders but to the shareholders of the Demerged Company pursuant to the Scheme.

STATUTORY AUDITORS OF TIPS FILMS LTD

Abichandani and Associate

Chartered Accountants

105, Trishul-Il, Opp. Nana Park, Seven Bungalor,vs, Versova, Andheri (West), Mumbai 40006 ¹

Contact Person Name : Shivkumar C. Abichandani Ph 022 26340288 126391536 trmail id: [email protected] Firm registration No. :145188W

PROMOTERS AND PROMOTER GROUP OF TIPS FILMS LIMITED

Sr. No.	Name	No. of Share held	o//o
1	Mr. Ramesh Taurani	25,000	50.00
2	Mr. Kumar Taurani
J	Mrs. Varsha R. Taurani	24,500	49.OO
4	Ms. Jaya R. Taurani	100	o.20
5	Ms. Raveena R. Taurani	100	0.20
6	Ms. Sneha R. Taurani	100	0.20
7	Mr. Shyarn Lakhani	100	o.20
8	Mr. Jay Shewakramani	100	0.20

BUSINESS MODEL OVERVIEW AND STRATEGY

TFL u,as incorporated on June 05, 2009 under the provisions of the Companies, Act 1956 vide certificate of incorporation u,ith CIN U74940MH2009PTC193028 issued by the Registrar of Companies. TFL is an unlisted public limited company, having its registered office at 501, Durga Chambers, 5th Floor, Linking Road, Khar (West), Mumbai- .+00052 MH IN. TFL is authorised by its Memorandum of Association to carry on the main objects of "

"To carry on the buslness to produce, promote, project, participate, manufacture, manipulate, treat, process, prepcLre, alter, deuelop, expose, edit, exhibit, make, remoue) displag, print, repnnt, conuetl, duplicate, fi.rrish, bug, sell, run, import, export and to act as broker, agent, distributor, propietor, copg right oLuner, uideo ight owner, audio ight otuner, thecLtre ou)ner, dubbing right otoner, lab oLDner and all

kinds of cine films, uideo films, telefilms, documentary films, aduertising films, animation films, internet web poftal, internet blog, TV serial slides, in all languages and different modes of expressions preuailing in the tuorld.

To act as distibutors, exhibitors and exploiters of ctll types of motion pictures, features, documentaies, ad-films, educationql films, culturctl and histoical films, films of places of tourist interests, films on sciet'Lces qnd technologg and the like on different fonnats, ctnd to corry otL the business o/ propietors, agents, managers, lessees, hirers, licensees, parlners of studios, theatres, places of amusements or enterlainment, music halls, cinentas, picture places and concert hctlls ctnd of hiring out studios for the purpose of shooting, dubbing, recording or editing of films in all fonnats and to giue all other facilities apparent thereto and for these purposes constntct and/ or acquire studios, theatres, sound and recording equipment and all other machinery required for the purpose of business."

Currently there are no business operations in TFL.

TFL shall undertake the business of "Film Division" of TIL u,hich is proposed to be demerged as per vide scheme of arrangement and demerger.

BOARD OF'DIRECTORS

Details of Board of Directors of Tips Films Limited
PAN / DIN Sr. No Designation Other directorship Name
I	Mr. Kumar Taurani	0055583 1	D rector	TIPS INDUSTRIES LIMITED
2	Mr. Ramesh Taurani	000 10 130	D rector	TIPS INDUSTRIES LIMITED
a J	Ms. Jaya Taurani	08209 186	D rector	NIL

BRIET EXPERIENCE OF THE DIRECTORS
1. Kumar Taurani	He holds the Bachelor degree in commerce. He possesses immense kno-"vledge and expertise in the field of Media & trntertainment Industrv for more than 41 years.
	He is one of the promoters of TFL. Currently, in additional to TFL, he also holds directorship in the TIL as a Chairman & Managing Director of the Company since inception.
2. Ramesh Taurani	He holds the Bachelor degree in commerce. He has enriched experience of more than 40 years in Media & Entertainment Industry.
	He is one of the promoters of TFL. Currently, in addjtiorral to TFL, he also holds directorship in the Tips Industries Limited as a Managing Director of the Company since 2005.
4	fiffi ,'/ r
	I MUM\$AI

Jaya Taurani She holds the Bachelor degree in law, U.K. She is having rich experience in the business of Media and Entertainment Industry and has expertise in fietd of film business.

Currently, she is working with TIL as Chief Operating Officer - Film Production. She doesn't hold directorship in any other Company.

OBJECTS - RATIONALE OF THE SCHEME

Th,s scheme for t hereinafter) of TIL to TFL, results in the follou,ing benefits:

1. The Demerged Undertaking and the Remaining Business have both achieved scale and experience to sustain business on the basis of their or,vn strengths. Additionally, both businesses deal lr,ith different sets of industry dynamics in the form of nature of risks, competition, challenges, opportunities and business methods. Hence, segregation of the two undertakings u,ould enable focused managements to explore the potential business opportunities more effectively and efficiently;
1. Demerger will enable both TIL & TFL to enhance business operations by streamlining operations, cutting costs, more efficient management control and outlining independent growth strategies.
1. trach undertaking will be able to target and attract new investors with specific knowledge, expertise and risk appetite corresponding to their own businesses. Thus, each undertaking "vi1l have its or,vn set of likeminded investors, thereby providing the necessary funding impetus to the long-term growth strategies of each business;
1. Demerger u,i1l enhance efficiencies and lvi11 have different business interest into separate corporate entity, resulting in operational s,ynergies, simplification, focused management, streamlining and optimization of the group structure and efficient administration.
1. Pursuant to the Scheme, the equitl' shares issued by the Resulting Company would be listed on BStr and NStr and u,i1l unlock the value of the Music Dii..ision and Film Division for the shareholders of the Demerged Company. Further the existing shareholders of the Demerged Company would hold the shares of trvo listed entities after the Scheme becoming effective; giving them flexibility in managing their investments in the trvo businesses having different ial dyna mics.
1. The demerger will unlock value of both businesses and result in shareholder value maximization.

The Board of Directors of the Demerged Company and the Resulting Company believe that the Scheme is in the best interests of the respective entities and their respective stakeholders including its minoritl, shareholders, employees, and creditors.

For further details, please refer the Scheme.

SHAREHOLDING PATTERN

Pre-Scheme Shareholding Pattern of Demerged Company as on September 30,2O2l
Sr. No.	Particulars	Pre-Scheme number	"/o holding - pre
		of shares	Scheme
l.	Promoter and Promoter Group	97,23,352	74.98
2.	Public	32,45,3O7	25.O2
	Total 100.oo 1r291681659

Post-Scheme Shareholding Pattern of Demerged Company*
Sr. No.	o/o holding - post Particulars Post-Scheme
		number of shares	Scheme
1.	Promoter and Promoter Group	97,23,352	74.98
2.	Public	32,45,307	25.O2
	Total 100.oo 1r291681659

* Please note that demerged companJ-'s paid up share capital r'vi11 not have any change due to Scheme of Arrangement and Demerger.

Pre-scheme Shareholding Pattern of Resulting Company as on September 30,2O2l
Sr. No.	Particulars	Pre-Scheme number	o holding - pre
		of shares	Scheme
1	Promoter and Promoter Group	50,000	100.00
2.	Public
Total 100.oo 5O,OOO

Post-Scheme Shareholding Pattern of Resulting Company
Sr. No.	Particulars	Post-Scheme	o/o holding post
		number of shares*	Scheme
1	Promoter and Promoter Group	32,11,117	74.98
2.	Public	lo,Bl,769	25.02
	Total 43,22,886 100.oo

* subject to rounding off

AUDITED FINANCIALS

	As on	As on	As on	As on
	September	March 31	March 31,	March 31
	30,2021	2021	2020	2019
Revenue from Operations
Other Income
Total Revenues
Net Profit / Loss before tax and extraordinary items	-2,875	-3,800	-7,600	15,100

Extraordinary items
Net Profit / Loss after tax and	-2,875		-7,600
extraordinary items		-3,800		-15,100
Equity Share Capital (Issued	5,00,000	5,00,000	5,00,000	5,00,000
Subscribed & Paid Up)
Reserves and Surplus (other	-1,93,780	-.+,90,905	-4,87,105	-4,79,505
equity)
Net Worth	6,220	9,095	12,895	20,495
Basic Earnings per Share (INR)	-0.06	-0.08	-0.15	-0.30
Diluted Earnings Per Share (INR)	-0.06	-0.08	-0.15	-0.30
Return on Net Worth 7o	-16.20k	-41.8',yo	-58.9'h	-73.7"k
Net Asset Value per Share (lNR)	o.t2	0.18	o.26	0.41

Note:

Information has been taken lrom Annual Reports of Tips Films Limited lor all the above periods
Net rvorth has been calculated by For the year ended March 31 ,2021 - Netr,vorth is the sum of Equity capital + Prelerence Capital + Reserves & Surplus. For other years - Networth is the sum ol trquity capital + Other Equity
1. Basic EPS and Diluted EPS has been calculated by Net profit/(Loss) lor the year divided by Weighted Average No. of Equity shares.
1. Return on Net Worth 7o Net profit/(Loss) Ior the period divided by Net Worth X 100
1. Net Asset Value per Share (lNR) calculated Net rvorth iess preference capital , il any, divided by No of Equity shares

INTERNAL RISK FACTORS RELATED TO TIPS FILMS LIMITED

1. The proposed Scheme is subject to Shareholders and creditors. If the approvals, the objects and benefits achier.,ed. the approval of NCLTs and requisite approvals of proposed Scheme does not receive the requisite mentioned in the proposed Scheme will not be
1. The nerv equity shares issued by TFL pursuant to the scheme of sha1l remain frozert in the depository system untii listing/trading permission is given by the Stock Exchanges for the equity shares of TFL.
1. The proposed Film business faces intense competition lrom unorganized sector and as a results companJ.,' may face operational risks.
1. Changing laws, rules and regulations and legal uncertainties, including the withdrawal of certain benefits or adverse application of tax laws, may adversely affect our business, prospects and results of operations.
1. The media and entertainment industry is subject to shifts in tastes and preferences of audiences, which could have an impact on the operations of our Company.
1. We are largely dependent on maintenance of intellectual property rights in the entertainment products and services u,hich u,e market. Piracy of media products, including digital and internet pirac-r, rnay decrease revenue from the exploitation of our products.

The propose operations of the company may be subject to multiple challenges under the present uncertainty arising from COVID- 19 pandemic.

SUMMARY OF OUTSTANDING LITIGATION

a. Total Number of outstanding litigation against the Company- NIL
b. Brief details of top 5 material outstanding litigations against the company: NIL
c. Regulatory Action, if any disciplinary action taken by StrBI or stock exchanges against the promoters/Group Companies in the last 5 financial years including outstanding action, if any - NIL
d. Brief details of outstanding criminal proceedings against Promoters NIL

AI{Y OTHER IMPORTANT INFORMATION AS PER ISSUER

Nil

l l

DECLARATION

We hereby declare that all relevant provisions of tire Companies Act, 1956, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with no statement made in the Abridged Prospectus is contrary to the provisions of the Companies Act, 1956, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued thereunder as the case may be. We further certify that all statements in this document are true and correct.

{"**} {'\ f,fwuusa,\". fttr--r4gJ

FOT TIPS FILMS LIMITED

J Kumar Taurani Director DIN:00555831

Place: Mumbai Date : October 12,2O2l

AI assistant

TIPS MUSIC LIMITED Capital/Financing Update 2021

62058_rns_2021-10-22_524a4944-3fa8-4303-9370-143e0dafa73b.pdf

Dear Sirs,

Disclaimer and Limitation: