TIPS MUSIC LIMITED — Interim / Quarterly Report 2020

Feb 13, 2020

February 13,2020

To, Listing Department BSE Limited P.J Towers, Dalal Street, Fort, Mumbai- 400 001

Scrip Code: 532375

To, Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 050

Symbol: TIPSINDLTD

Sub. : Outcome of Board Meeting held today Limited ("Company") i.e February L3, 2O2O of Tips Industries

Dear Sir/ Madam,

Further to our intimation dated February I0, 2020 and in terms of Regulation 30 (Listing Obligations and Disclosure Requirements) Regulations,20LS, we wish to inform you that the Board of Directors at its meeting held today, February L3, 2020 has approved the following business matters:

• 1. Unaudited Financial Results for the quarter and Nine Months ended December 3L, 2OIg along with Limited Review Report and Balance sheet for the Nine Months ended December 3L, 2019. (Copy attached - Refer "Annexure A")
• 1. The buyback up to 13,50,000 equity shares (Thirteen Lakhs Fifty Thousand Only) fully paid-up equity shares of Rs. 10/- (Rupees Ten only) each of the Company ("Equity Shares") representing up to 9.43o/o of the total issued and paid-up Equity Share capital of the Company as per the unaudited limited reviewed standalone nine months ended financial statements as at and for the period ended December 3L,20L9 ("Unaudited Limited reviewed Financial statements") at a price Rs.140/- (Rupees One Hundred and Forty only) per Equity Share ("Buyback Price") payable in cash for an aggregate amount of up to Rs. 18,90,00,000/- (Rupees Eighteen Crores Ninety Lakhs only) ("Buyback Size"), which is 24.620/o, not exceeding 25o/oof the fully paid-up Equity Share capital and free reserves as perthe Unaudited Limited reviewed Financial statements, out of the free reserves of the Company and/or such other permitted source by the Buyback Regulations or the Companies Act, on a proportionate basis through the "tender offer" route as prescribed under the Buyback Regulations, to all of the shareholders ofthe Company who hold Equity Shares as of the record date (the "Record Date") ("Buyback") and the Buyback Size;does not include transaction costs viz. brokerage, applicable taxes inter alia including buy back taxes , securities transaction tax, GST, stamp duty, expenses incurred or to be incurred for the Buyback like filing fees payable to the

TIPS INDUSTRIES LTD.

601, Tel. CIN Durga Chambers, 6th Floor, Linking Road, : 022-6643 I 188 Email : rcsponse(@tips.in : L92l2OMH I996PLC099359 Khar (West), lV[**r# Website : www.tips.in 400 052.

Securities and Exchange Board of India ('SEBI"), advisors/legal fees, public announcement publication expenses, applicable taxes, printing and dispatch expenses and other incidental ,and related expenses, etc.

The Board took note of intention of members of the promoter and promoter group including person in control of the Company to participate in the proposed Buyback. The pre Buyback shareholding pattern of the Company is attached hereto as Annexure"B".

Inga Ventures Private Limited has been appointed as the Manager to the proposed Buyback.

Appointment of Mr. Girish Taurani (DIN: 08695775) as an Additional Director (Executive Director) of the Company w.e.f February 13, 2020 to hold the office up to the date of ensuing Annual General Meeting of the Company. Brief Profile of Mr. Girish Taurani is attached hereto as Annexure "C".

The meeting of Board of Directors commenced at 5.30 p.m. and concluded at 6.30 p.m.

This is for your information and record.

Thanking you, Yours truly,

Company Secretary

TIPS INDUSTRIES LTD.

601, Durga Chambers, 5th Floor, Linking Road, Tel- : 022-6643 I188 Email : response(@tips.in CIN : L92120MH1996PLC099359 Khar (West), Mumbai - 400 052. Webslte : www.tlps.tn

TIPS INDUSTRIES LIMITED

Statement of Unaudited Financial Results for the Quarter and Nine Months Ended 31st December, 2019

						[Rs. In Lacs except for Earning Per Share data]
		Quarter Ended			Nine Months Ended		Year Ended
Sr No.	Particulars	31st Dec, 2019	30th Sept, 2019	31st Dec, 2018	31st Dec, 2019	31st Dec, 2018	31st Mar, 2019
		(Unaudited)	(Unudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
1	Income from operations
	a] Net sales / income from operations	2,410.18	1,174.56	1,320.90	7,247.83	17,800.50	20,323.88
	b] Other Income	85.22	1,574.82	40.94	1,712.20	372.44	448.49
	Total income from operations (net)	2,495.40	2,749.38	1,361.83	8,960.03	18,172.94	20,772.37
$\overline{2}$	Expenses
	c] Employee benefits expense	221.15	187.83	194.59	585.74	527.29	707.38
	dl Finance Cost	16.92	14.10	49.10	49.06	200.30	219.07
	e] Depreciation and Amortization Expenses	48.72	54.25	32.30	157.15	97.64	130.09
	fl Amortization of Cost of Production	225.35	225.88	575.95	2,732.00	15,230.11	16,219.39
	g] Other expenses	1,340.56	1,974.82	384.04	4,079.36	1,861.91	2,767.42
	Total expenditure	1,852.70	2,456.88	1,235.99	7,603.31	17,917.25	20,043.35
3	Profit/ (loss) from operations before extraordinaryitems, exceptional items and tax	642.70	292.49	125.85	1,356.72	255.69	729.02
4	Profit/ (loss) from ordinary activities before extraordinary items and tax	642.70	292.49	125.85	1,356.72	255.69	729.02
5	Profit/ (loss) from ordinary activities before tax	642.70	292.49	125.85	1,356.72	255.69	729.02
6	Current tax	140.32	31.83	21.63	258.94	50.75	150.29
7	Tax Expenses of earlier year	0.00	0.00	0.00	0.00	3.24	3.24
8	Deferred tax	0.00	0.00	0.00	0.00	0.00	290.73
9	Net Profit / (Loss) for the period after tax	502.39	260.67	104.22	1,097.78	201.69	284.76
10	Other Comprehensive income / (Expenses)	6.38	5.18	(20.79)	7.10	(9.20)	(4.96)
11	Total Comprehensive Income for the period	508.76	265.85	83.42	1,104.88	192.49	279.79
12	Other Equity						5,643.05
13	Paid-Up Equity Share Capital (Rs. 10/- each fully paid up)	1,431.87	1,431.87	1,431.87	1,431.87	1,431.87	1,431.87
	a) Basic & Diluted EPS before extraordinary Items (Rs.)	3.51	1.82	0.73	7.67	1.41	1.99
	b) Basic & Diluted EPS after extraordinary Items (Rs.)	3.51	1.82	0.73	7.67	1.41	1.99

Segment - wise Revenue, Results, Assets and Liabilities

	Particulars		Quarter Ended		Nine Months Ended		Year Ended
Sr No.		31st Dec, 2019	30th Sept, 2019	31st Dec, 2018	31st Dec, 2019	31st Dec, 2018	31st Mar, 2019
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
1	SEGMENT REVENUE
	Audio Product Sales / Income	2,410.18	1,883.83	1,320.90	7,956.86	4,150.50	6,673.88
	Film Distribution/Production Income	$\overline{\phantom{a}}$	(709.27)		(709.02)	13,650.00	13,650.00
	Net sales/ Income from operation	2,410.18	1,174.56	1,320.90	7,247.83	17,800.50	20,323.88
$\overline{2}$	SEGMENT RESULTS
	Audio Product Sales / Income	1,581.15	1,636.70	1,147.39	6,652.50	$-2,846.71$	4,774.63
	Film Distribution/Production Income	(612.76)	(1,506.89)	(604.85)	(4, 723.03)	(1,680.96)	(2,816.60)
	Total	968.39	129.81	542.54	1,929.47	1,165.75	1,958.03
	Less:
	i) Interest and Finance Charges (Net)	16.93	14.10	49.10	49.06	200.30	219.07
	ii) Other un-allocable expenditure net of unallocable income	308.76	(176.78)	367.60	523.69	709.76	1,009.94
	Total Profit Before Tax	642.70	292.49	125.85	1,356.72	255.69	729.02
3	SEGMENT ASSETS
	Audio Products	2,215.92	1,849.60	707.47	2,215.92	707.47	1,361.53
	Film Distribution / Production	1,246.83	2,125.35	5,411.67	1,246.83	5,411.67	4,505.87
	Unallocable Corporate Assets	5,728.02	5,101.06	4,486.38	5,728.02	4,486.38	3,603.08
	Total	9,190.76	9,076.01	10,605.52	9,190.76	10,605.52	9,470.47
4	SEGMENT LIABILITIES
	Audio Products	302.05	112.63	47.82	302.05	47.82	41.87
	Film Distribution / Production	20.73	667.63	2,004.63	20.73	2,004.63	1,042.25
	Unallocable Corporate Liabilities	860.82	797.34	1,565.45	860.82	1,565.45	1,311.44
	Total	1,183.60	1,577.60	3,617.91	1,183.60	3,617.91	2,395.56

TIPS INDUSTRIES LTD

601 , Durga Chamberse 6th Flor L nking Road, Khar (West), Mumbai - 400 052 Tel.:022-6643 ll CIN: L92l20MH 88 Email : rcsponse@tips.in Website :www'tips.in r 996PLC0993 59

1	Ihe above flnancial results have been reviewed by the Audit Committee and approved by the Board of Directors at thererespective meeting held on February 13, 2O2O, are subjected to Limited Review by Statutory Auditors. The review report has oeenfiled with stock exchange and is available on the Company's website.
2	:inancial results for all the periods presented have been prepared in accordance with recognition and measurement principles 01nd AS notified under the Companies (lndian Accounting Standards) Rule, 2015 as amended from time to time.
5	fhe Company operates in two segments i.e. Audio/Video Products and Film Production/ Distribution Rights.
4	:onsidering the nature of business carried on by the company whereby revenues do not necessarily accrue evenly over the year,:he results of the quarter may not be representative of the result for the year. As such, the result of the current quarter is no1:omparable with the result of corresponding quarter.
5	fax expenses have been provided based on the rate applicable for minimum alternate tax ('MAT'). The provision for tax (includintleferred tax) will be accounted at the year end based on financial results for the entire year.
6	nd AS 116- Leases, has become applicable effective annual reporting period beginningApril 01,2019. The Company has adoptec.he standard beginning April 01, 2019 using the modified retrospective approach for transition. Accordingly, the Company has not'estated the comparative information. The impact of above change is insignificant on these financial results.
	rhe Previous period's / Year's figures have been regrouped / rearranged wherever necessary tomake it comparable with thr:urrent period.
	-T: MumbaiKUMAR S TAURANI
	: February 13,2020Chairman & Managins Director

TIPS INDUSTRIES LTD.

601, Durga Chambers, 6th Floor, Linking Road, Tel. : 022-6643 I188 Email : response@tips.in CIN : L92l20MH 1996PLC099359 Khar (West), Mumb,ai - 400 052. Website :www,tips.in

Balance Sheet As At December 31, 2019

		lKs. In Lacsl
	As at 31-Dec 19	As at 31-Dec 18
Particulars	(Unaudited)	lUnauditedl
lAssErs
I Non-current assets
l{a) Rronertv, plant and equipment	348.04	218.51
(b) Investment Property	t,289.79	1,318.46
l(c) Financial Assets
(i) Investments	2,584.t4	11.83
(ii) Loans (Security Deposit)	523.24	522.93
1iiil Ottrer Financial Assets	L2.51	t2.o7
l(d) Other non-current assets	7LO.L4	968.38
lTot"l Non-.urr"nt assetsI	5,467.86	3,052.18
II Current assets
l(a) Inventories	134.05	3,855.51
l(b) Financial assets
ti) rraoe receivables	t,470.37	643.08
I(ii) Cash and cash equivalents	104.94	1,830.s4
(iii) Bank balances other than (ii) above	34.96	56.92
(iv) Loans	202.t4
(v) Other Financial Assets	27.30	15.40
(c) Current Tax (Net)	397.70	350.53
l(d) other current Assets	1.351.45	801.2s
lTotal current assets	3,722.9r	7.553.33
lTotal Assets	9,t90.77	10,605.51
IIrqulwer'ro tlABrunEs
I Equity
l(a) Eouitv Share Canital	t,43L.87	L,431.87
l(b) Other equity	6,57s.30	5.555.74
lTotal Equity	8,OO7.t7	6,987.61
I tiabilities
I Non-current liabilities
(a) Financial Liabilities
(i) Borrowings		759.75
(ii) Other Financial LiabititiesI	24.00	24.00
(b) Deferred Tax Liability	288,69
(c) Lease Liabilitibs	184.06
(d) Employee Benefit Obligations	s2.80	+o.sr
Total Non-Current Liabilities	s49.55	830.26
Current liabilities
(a) Financial Liabilities
'(i) Borrowings	1s8.85	277.O0
(ii) Trade payables
. (a) Total outstanding dues of micro and small entrprises
(b) Total outstanding dues of creditors other than micro enterprisesand small enterprises	435.92	391.34
(iii) Other Financial Liabilites
(b) Employee Benefit Obligations	5.90	37L.48
(c) Other Current Liabilities	r.22	L.22
Tptal current liabilities	32.16	L,746.60
Total liabilitiesi	634.05	2,787.64
Total Equity and Liabilities	1.183.60	3,617.90
	9,L90,77	10,605.51

TIP S INDUSTRIES LTD.

601, Durga Chambers,6th Floor, Linking Road, Tel. :022-6643 I188 Email : re sponse@tips.in CIN : L92l20MH 1996PLC099359 Khar (West), Mumbpi - 400 052. Website :www.tips.in

SSPA & ASSOCIATES Churtered Accountants lst Floor, " Arjunn', Plot No. 6 A, V. P. RoadoAndheri (W), Mumbai - 400 058. INDIA. Tel.:91 (2212670 4376 9r (22',) 2670 3682 Fax:91 (22)26703916 Website : rvww.sspa.in

Limited Review Report

Review Report, To the Board of Directors of Tips Industries Limited

• We have reviewed the accompanying statement of unaudited financial results ('the statement') of Tips Industries Limited (hereafter referred as 'the Company') for the quarter ended December 31, 2019 and year to date results for the period from April I,2O!9 to December 3L,2Ot9 attached herewith, being submitted by the Company pursuant to the requirements ofRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations,).
• 1. This Statement, which is the responsibility of the Company's Management and has been approved by the Board of Directors in their meeting held on February !3,2020 and has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (lnd AS 34) "lnterim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued there under and other accounting principles generally accepted in India, read with the Circular. Our responsibilitys to issue a report on these Statements based on our review.
• We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures, applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• Attention is invited to note no. 5 regarding provision for tox (including delerred tax) which witl be finalized at the year end,
• Based on our review conducted as above, except as stdted in the Para 4 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement. 5.

For SSPA & Associates Chartered Accountants Firm Registration No.131069W

%.d*" 5'!J

Parag S Ved Partner Membership No:102432 U Dl N : 20102 432AA/'P.r'32!21

Mumbai February 13,2020

Pre Buyback shareholding pattern of the company as on December 31, 2019

Category of the Shareholders	No. of Equity Shares	% of Equity Shares
Promoter and Promoter Group	L,07,I2,762	74.82
Public	36,05,997	25.18
Grand Total	1,43,18,659	100.00

Annexure "C"

Appointment of Mr. Girish Taurani as Additional Director

Details of the Events	Information of such Events
Reason for Change viz.,a p poi ntm ent, resignra*ie+r,@ise	Mr. Girish Taurani has been appointed as AdditionalDirector (Executive Director) of the Company.
Date of Appointment/ eessien(as applicable) & term ofappointment
Terms of Appointment	Mr. Girish Taurani has been appointed as AdditionalDirector, to hold office till the date of ensuing AnnualGeneral Meeting of the Company.
Brief Profile (in case ofAppointment)	He holds a bachelor's degree in Commerce from theMumbai University. He is having rich experience in thebusiness of Media and Entertainment Industry and hasexpertise in field of Music. He is in charge of the overallresponsibilities of operating the Music and DigitalBusiness. He is responsible for the expansion and overallmanagement ofthe business of the Company.
Disclosure of relationshipsbetween directors	Mr. Girish Taurani is son of Mr. Kumar Taurani, Chairman& Managing Director.
Information as requiredpursuanto BSE Circular withref. no. UST/COMP/L4/2OL8-19 and the National Stock	Mr. Girish Taurani is not debarred from holding theoffiCe of director by virtue of any SEBI order or any othersuch authority.

TIPS INDUSTRIES LTD.

Durga Chambers, 6th Floor, Linking Road, Khar (West), TeI. : 022-6643 ll88 Email : response@tips.in Website : www.tips.in CIN : L92l20MH 1996PLC099359 052.

Exchange of India Ltd with ref.
no. NSE/CMLl20L8l24, dated
20th June, 2018.

TIPS INDUSTRIES LTD.

601 , Durga Chambers, 6th Floor, Linking Road, Tel. :022-6643 I188 Email :'response@tips.in CIN : L92l20MH l996PLC0 gg35g Khar (West), Mumbai - 400 052. Website :'www.tips.in