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Date: 26[th] October, 2021

To, To, 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

Dear Sirs,

Sub: Meeting of Equity Shareholders of the Company

Ref: In the matter of the Scheme of Arrangement and Demerger between Tips Industries Limited & its Shareholders and Tips Films Limited & its Shareholders.

This is to inform you that by an Order dated 22[nd] September, 2021 (“ Tribunal Order ”), the Mumbai Bench of the Hon’ble National Company Law Tribunal (“ Tribunal ”) has directed a meeting to be held of the equity shareholders of the Company.
In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 (“ the Act ”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), further notice is hereby given that meeting of the equity shareholders of the Company will be held on Thursday, 2[nd] December, 2021 at 11.00 a.m. (IST) through video conferencing (“ VC ”) / other audio visual means (“ OAVM ”).
The details such as manner of (i) casting vote through remote e-voting and e-voting at Meeting and (ii) attending the meeting through VC / OAVM has been set out in the Notice of the Meeting.
An equity shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Thursday, 25[th] November, 2021 only shall be entitled to exercise his/her/its voting rights on the resolutions proposed in the notice and attend the meeting of the equity shareholders. Voting rights of an equity shareholder / beneficial owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut-off date, i.e., Thursday, 25[th] November, 2021.
Copy of the Notice and Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies

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(Compromises, Arrangements and Amalgamations) Rules, 2016, of the aforesaid meeting are attached.

You are requested to disseminate the above intimation on your website.

Thanking you, Yours faithfully,

For Tips Industries Limited

PATEL BIJAL Digitally signed by PATEL BIJAL RAMJIBHAI RAMJIBHAI Date: 2021.10.26 10:49:02 +05'30'

Bijal Patel Company Secretary

Encl: a/a

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TIPS INDUSTRIES LIMITED CIN: L92120MH1996PLC099359 Registered Office: 601, Durga Chambers, 6th Floor, 278/E, Linking Road, Khar (West), Mumbai – 400052, Maharashtra, India. Tel: 6643 1188 Fax: 6643 1189 Email: [email protected] Website: www.tips.in

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A. (CAA). 203/MB/2021 FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 of the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016]

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF TIPS INDUSTRIES LIMITED PURSUANT TO ORDER DATED 22ND SEPTEMBER, 2021 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Details of the Meeting:

Details of the Meeting:	Details of the Meeting:
Day	Thursday
Date	nd 2 December, 2021
Time	11.00 a.m. (IST)
Mode of meeting	In view of the Covid-19 pandemic and related social distancing norms and as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”/ “Tribunal”), the Meeting shall be conducted through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”) and th is deemed to take place at 601, Durga Chambers, 6 Floor, 278/E, Linking Road, Khar (West), Mumbai - 400052
Cut-of date for e-voting	th Thursday, 25 November, 2021
Remote e-voting start date and time	th Monday, 29 November, 2021 at 9.00 a.m. (IST)
Remote e-voting end date and time	st Wednesday, 1 December, 2021 at 5.00 p.m. (IST)

TIPS INDUSTRIES LIMITED

INDEX	INDEX	INDEX
Sr. No.	Contents	Page Nos.
1	Notice of meeting of equity shareholders of Tips Industries Limited (“Notice”)	3-11
2	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”)	12-27
3	nd Copy of order dated 22 September, 2021 passed by the Hon’ble NCLT (hereinafter referred to as “NCLT Order”) Annexure 1	28-38
4	Annexure 2 Scheme of Arrangement and Demerger between Tips Industries Limited (“Demerged Company” or “Company”) & its shareholders and Tips Films Limited (“Resulting Company”) & its shareholders (“Scheme”)	39-72
5	Annexure 3 Copy of Share Entitlement Report of registered valuer determining the Share Entitlement Ratio	73-83
6	Copy of Fairness Opinion of Merchant Banker on reasonableness on share entitlement ratio Annexure 4	84-87
7	Certifcates issued by the Auditors of the respective Companies (Demerged Company and Resulting Company) to the efect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 Annexure 5	88-91
8	Annexure 6 th Copy of Supplementary Unaudited Financial Results of Tips Industries Limited as on 30 June, 2021	92-96
9	Annexure 7 st Copy of Audited Financial Statements of Tips Industries Limited as on 31 March, 2021	97-153
10	th Copy of Supplementary Audited Financial Statements of Tips Films Limited as on 30 September, 2021 Annexure 8	154-166
11	Annexure 9 st Copy of Audited Financial Statements of Tips Films Limited as on 31 March, 2021	167-179
12	Annexure 10 Report adopted by the Board of Directors of Tips Industries Limited, pursuant to Section 232(2)(c) of the Act	180-184
13	Report adopted by the Board of Directors of Tips Films Limited, pursuant to Section 232(2)(c) of the Act Annexure 11	185-188
14	Annexure 12 Observation letter provided by BSE Limited (“BSE”) on the Scheme to Tips Industries Limited	189-191
15	Observation letter provided by National Stock Exchange of India Limited (“NSE”) on the Scheme to Tips Industries Limited Annexure 13	192-194
16	Annexure 14 Information in the format prescribed for abridged prospectus pertaining to the unlisted entity i.e. Tips Films Limited involved in the Scheme as specifed in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)	195-202
17	Annexure 15 Complaints report submitted by the Demerged Company to BSE	203
18	Annexure 16 Complaints report submitted by the Demerged Company to NSE	204

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules (page nos. 1 to 27) and Annexure 1 to Annexure 16 (page nos. 28 to 204) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

TIPS INDUSTRIES LIMITED

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A. (CAA). 203/MB/2021

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

And

In the matter of Scheme of Arrangement and Demerger of Tips Industries Limited (“ Demerged Company ”) with Tips Films Limited (“ Resulting Company ”) and their respective shareholders.

Tips Industries Limited, a company ) incorporated under the provisions of ) Companies Act, 1956 having Corporate ) Identity Number L92120MH1996PLC099359 ) and its registered office at 601, Durga Chambers, ) 6th Floor, 278/E, Linking Road, Khar (West) ) Mumbai - 400052 Maharashtra, India

) …. Company/ Demerged Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF TIPS INDUSTRIES LIMITED

To, All the Equity Shareholders of Tips Industries Limited

NOTICE is hereby given that, in accordance with the Order dated 22 September, 2021 in the above mentioned Company Scheme Application No. 203 of 2021, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (“ Tribunal ”) (“ Tribunal Order ”), a meeting of the equity shareholders of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement and Demerger between Tips Industries Limited (“ TIL ” or “ Demerged Company ” or “ Company ”) & its shareholders and Tips Films Limited (“ TFL ” or “ Resulting Company ”) & its shareholders (“ Scheme ”) on Thursday, 2nd December, 2021 at 11:00 a.m. (IST) , being the date and time as decided by the Company in consultation with the Chairperson in terms of the Tribunal Order.
Pursuant to the said Tribunal Order and as directed therein, the meeting of the equity shareholders of the Company (“ Meeting ”) will be held through video conferencing (“ VC ”) / other audio visual means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) to consider, and if thought fit, pass, with or without modification(s), the following resolutions for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act and SEBI Circular CFD/DIL3/CIR/2017/21 dated 10th March, 2017 and SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020, as amended:

TIPS INDUSTRIES LIMITED

SPECIAL BUSINESS

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and read with other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“ NCLT ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the Parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ( “Board” ), which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement and Demerger between Tips Industries Limited & its shareholders and Tips Films Limited & its shareholders ( “Scheme” ), be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes (a) through e-voting system available at the Meeting to be held virtually or (b) by remote electronic voting (“ remote e-voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of e-voting	th Monday, 29 November, 2021 at 9:00 a.m. (IST)
End of e-voting	st Wednesday, 1 December, 2021 at 5:00 p.m. (IST)

A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Thursday, 25th November, 2021 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the cut-off date, should treat the Notice for information purpose only.
A copy of the said Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Company viz. www.tips.in; the website of Central Depository Services (India) Limited at www.evotingindia.com, being the agency appointed by the Company to provide the e-voting and other facilities for convening of the Meeting; and the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
The Tribunal has appointed Mr. Kumar Taurani, Chairman & Managing Director of the Company and failing him, Mr. Ramesh Taurani, Managing Director of the Company and failing him Mr. Girish Taurani, Executive Director of the Company to be the Chairperson for the Meeting. Mr. Shirish Shetye, Practicing Company Secretary has been appointed as Scrutinizer to scrutinize the remote e-voting and the voting process at the Meeting in a fair and transparent manner.

TIPS INDUSTRIES LIMITED

The above mentioned Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Mumbai, 23rd October, 2021

Sd/Kumar Taurani DIN: 00555831 Chairperson appointed by Tribunal for the Meeting

Registered Office:

601, Durga Chambers, 6th Floor, 278/E, Linking Road, Khar (West), Mumbai - 400052 MH IN Website: www.tips.in E-mail: [email protected] Tel.: +91 22 66431188 Fax: +91 22 66431189

Notes:

Pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench vide its Order dated 22 September, 2021 (“ Tribunal ”), the Meeting of the equity shareholders of the Company is being conducted through Video Conferencing (“ VC ”) / other audio visual means (“ OAVM ”) facility to transact the business set out in the Notice convening this Meeting. As such, physical attendance of equity shareholders has been dispensed with. The deemed venue for the Meeting shall be the registered office of the Company.
The Explanatory Statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“ Act ”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.
In terms of the MCA Circulars and SEBI Circulars, since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the Tribunal Convened Meeting and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, pursuant to Section 112 and Section 113 of the Act, Authorized Representatives of the equity shareholders may be appointed for the purpose of voting through remote e- voting, for participation in the Tribunal Convened Meeting through VC/OAVM facility and e-voting during the Tribunal Convened Meeting, provided an authority letter/ power of attorney by the board of directors or a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to attend and vote at the Tribunal Convened Meeting, on its behalf, along with the attested specimen signature of the duly authorized signatories who are authorized to vote is emailed to [email protected].
The equity shareholders can join the Tribunal Convened Meeting in the VC/ OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned herein below. The facility of participation at the Tribunal Convened Meeting through VC/ OAVM will be made available for 1,000 Equity shareholders on ‘first come first serve’ basis. This will not include large Shareholders (i.e. Shareholders holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Tribunal Convened Meeting without restriction on account of ‘first come first serve’ basis.
A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date (specified above in the Notice) only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the cut-off date, should treat the Notice for information purpose only.
No route map of the venue of the Meeting is annexed hereto, since this Meeting is being held through VC / OAVM.
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.
Equity shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. In terms of the

TIPS INDUSTRIES LIMITED

Tribunal Order and Section 103 of the Act, the quorum for the meeting of equity shareholders is 30 (thirty) equity shareholders attending the Meeting.

The Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mode to those equity shareholders whose email addresses are registered with the Company / Registrar and Share Transfer Agent / Depositories and by Post / courier to the equity shareholders whose email addresses are not registered with the Company / Registrar and Share Transfer Agent / Depositories. Members may note that this Notice along with the relevant documents will be available on the website of the Demerged Company at www.tips.in, on the website of the stock exchanges, i.e., BSE, at www.bseindia.com and NSE at www.nseindia.com and on the website of CDSL at www.evotingindia.com.
In compliance with the aforesaid Circulars, the Demerged Company shall publish a public notice by way of an advertisement in Business Standard and Navshakti, both having a wide circulation in Maharashtra, and stating that copies of the Scheme and the said statement required to be furnished pursuant to section 230(3) of the Companies Act, 2013 can be obtained free of charge by emailing the Demerged Company at [email protected].
In compliance with the provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“ Listing Regulations ”) and MCA Circulars and SEBI Circulars, the Demerged Company is pleased to provide to its Members facility to exercise their right to vote on resolution proposed to be passed in the Tribunal Convened Meeting by electronic means.
CDSL will be providing facility for remote e-voting, participation in the Tribunal Convened Meeting through VC/ OAVM and e-voting during the Tribunal Convened Meeting.
In accordance with the provisions of Sections 230-232 of the Companies Act, the Schemes shall be acted upon only if a majority in persons representing three fourths in value of the equity shareholders, of the Applicant Company, voting in person through VC/ OAVM or remote e-voting, approve the Scheme.
In accordance with, the SEBI Circular, the Scheme of arrangement and demerger shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING MEETING AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

(i) The voting period begins on 29th November, 2021 at 9:00 a.m. (IST) and ends on 1st December, 2021 at 5:00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 25th November, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
th
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e- voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

TIPS INDUSTRIES LIMITED

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders		Login Method
Individual Sharehold- ers holding securities in Demat mode with CDSL		Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e- Voting Service Providers. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/ myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly.
Individual Sharehold- ers holding securities in demat mode with NSDL		If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

TIPS INDUSTRIES LIMITED

Individual Sharehold-
ers (holding securi-ties
in demat mode) login
through theirDeposi-
tory Participants

You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will
be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
feature. Click on company name or e-Voting service provider name and you will be redirected
to e-Voting service provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

ository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30 Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at 022- 23058738 and 22- 23058542-43.

(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
D i v i d e n d B a n k Details ORDate of Birth (“DOB”)	• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld as mentioned in instruction (5). Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

TIPS INDUSTRIES LIMITED

7) After entering these details appropriately, click on “SUBMIT” tab.
8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
10) Click on the EVSN of TIPS INDUSTRIES LIMITED .
11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
17) Facility for Non – Individual Shareholders and Custodians –Remote Voting
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

TIPS INDUSTRIES LIMITED

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the Meeting is same as the instructions mentioned above for Remote e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the Meeting.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.
Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the Meeting.
If any Votes are cast by the shareholders through the e-voting available during the Meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] or to [email protected].
For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meeting through Depository.

If you have any queries or issues regarding attending meeting & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 02223058542/43.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

Documents for inspection as referred to in the Notice will be available electronically for inspection without any fees by the equity shareholders from the date of circulation of this Notice up to the date of Meeting. Equity shareholders seeking to

TIPS INDUSTRIES LIMITED

inspect such documents can visit the “Investor Relations” section on the website of the Company: www.tips.in.

Equity Shareholders seeking any information with regard to the Scheme or the matter proposed to be considered at the meeting, are requested to write to the Company atleast seven days before the date of the Meeting through email on [email protected]. The same will be replied by the Company, suitably.

Equity shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.

TIPS INDUSTRIES LIMITED

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

C.A. (CAA). 203/MB/2021

In the matter of the Companies Act, 2013;

And

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

And

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF TIPS INDUSTRIES LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH (“TRIBUNAL”) DATED 22ND SEPTEMBER, 2021 (“TRIBUNAL ORDER”)

I. Pursuant to the Order dated 22nd September, 2021 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench (hereinafter referred to as “ NCLT ” / “ Hon’ble Tribunal ”) in Company Application being C.A. (CAA). No.203/MB/2021 filed by Tips Industries Limited, (hereinafter referred to as the “ Demerged Company ”) and Tips Films Limited (hereinafter referred to as the “ Resulting Company ”), a meeting of the equity shareholders of the Demerged Company (“ Tribunal Convened Meeting ”) is being convened on Thursday, 2nd December, 2021, at 11:00 a.m. (IST) through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”) without the physical presence of the shareholders at a common venue, as per applicable procedure (with requisite modifications as may be required) mentioned in the General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No.22/2020 dated 15th June 2020, General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 and General Circular No.10/2021 dated 23rd June, 2021 issued by the Ministry of Corporate Affairs, Government of India (hereinafter referred to as “ MCA Circulars ”) and Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 (hereinafter referred to as “ SEBI Circulars ”), for the purpose of considering the arrangement embodied in the Scheme of Arrangement and demerger between Demerged Company and Resulting Company and their respective shareholders (hereinafter referred to as the “ Scheme ”). A copy of the Scheme setting out details of parties involved in the Scheme, appointed date, effective date, and other details is enclosed herewith and forms a part of the Notice.
II. The Tribunal has appointed Mr. Kumar Taurani, Chairman & Managing Director of the Company and failing him, Mr. Ramesh Taurani, Managing Director of the Company and failing him Mr. Girish Taurani, Executive Director of the Company

TIPS INDUSTRIES LIMITED

to be the Chairperson for the Meeting. Further, the Tribunal has also appointed Mr. Shirish Shetye, Practicing Company Secretary, as the Scrutinizer for the Tribunal Convened Meeting. The Scheme, if approved by in the Tribunal Convened Meeting, will be subject to the subsequent approval of the Tribunal.

III. The draft Scheme was approved by the Board of Directors of the Demerged Company and the Resulting Company at their respective meetings, both held on 10th May 2021. In accordance with the provisions of SEBI Circular bearing no. CFD/DIL3/CIR/2017/21 dated 10th March, 2017 and SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020, as amended time to time, the Audit Committee and the Committee of Independent Directors of the Demerged Company, at their respective meetings, vide a resolution passed on 10th May, 2021, recommended the Scheme of Arrangement and Demerger to the Board of Directors of the Demerged Company, The Board of Directors of the Demerged Company at its meeting held on 10th May 2021, approved the Scheme of Arrangement and Demerger, inter alia, based on such recommendation of the Audit Committee and the Committee of Independent Directors.

IV. List of the Companies/Parties involved in the Scheme:

a. Tips Industries Limited (Demerged Company) b. Tips Films Limited (Resulting Company)

V. Background of the Companies

1. Particulars of the Demerged Company

a. Tips Industries Limited (“ Demerged Company ”) having Corporate Identity Number (CIN) L92120MH1996PLC099359 was incorporated on 8th May, 1996, under the provisions of the Companies Act, 1956 under the name “Tips Industries Private Limited”. The company was subsequently deemed public limited company with effect from 1st July, 1999, pursuant to Section 43A of the Companies Act, 1956 and was known as “Tips Industries Limited” The registered office of the Company is situated 601, Durga Chambers, 6th Floor, Linking Road, Khar (West), Mumbai – 400052, Maharashtra, India. The Company is accordingly registered with the Registrar of Companies, Mumbai having Corporate Identity Number L92120MH1996PLC099359. Its Permanent Account Number with the Income Tax Department is AAACT5284A. The email address of the Company is [email protected] and website is www.tips.in. During the last five years, there has been no change in the name and registered office of the Company. The equity shares of the Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”).
b. The main objects of the Demerged Company are set out in the Memorandum of Association which are as under

1. “To carry on the business as manufacturers, sellers, distributors, dealers, buyers, importers, exporters of audio and video cassettes, records, compact disc, laser disc, electro magnetic devices in any formats, televisions, radios, amplifiers, tape recorders, video recorders, digital electronics and equipments for sound, ultrasonic microwave laser and other control systems, sound/video transferring and processing, video graphics, video vision.

2. To carry in all parts of the world the business to produce, promote, project, participate, manufacture, manipulate, treat, process, prepare, alter, develop, expose, edit, exhibit, make, remove, display, print, reprint, convert, duplicate, finish, buy, sell, run, import, export and to act as broker, agent, distribution, proprietor, copyright owner, video right owners, audio right owners, theatre owners, dubbing right owners, lab owner, etc., of all kinds of cine films, video films, telefilms, documentary films, advertising films, TV serial, slides in all languages prevailing in the world and to do all such other acts and things as are necessary and incidental to the business of film industry in general.

3. To act as distribution, exhibitors and exploiters at any place in India or aboard of all types of India/Foreign motion pictures, features, documentaries, ad-film, educational films, cultural and historical films, films of places of tourist interest, films on science and technology and the like on video format/TV/in theaters.

4. To carry on business of proprietors, agents, managers, lessees, hirers, licensees, partners of studios, theaters , place of amusements or entertainment, music halls, cinemas, pictures place and concert halls and of hiring out studios for the purpose of shooting or dubbing or editing of films in all formats including video format and to give all other facilities apparent thereto and for these purposes construct and/or acquire studios, theaters, sound and recording equipments and all other machinery required for the purpose of attaining the above object.”
c. The Demerged Company has not changed its name, registered office, and objects during the last five years. d. The share capital of the Company as on 30th September, 2021 is set out below

TIPS INDUSTRIES LIMITED

Particulars	Amount (in Rs.)
Authorised Share Capital
20,000,000 Equity Shares of Rs. 10/- each	200,000,000
Total	200,000,000
Issued, Subscribed and Paid-up Capital
12,968,659 Equity Shares of Rs. 10/- each fully paid up	129,686,590
Total	129,686,590
There has been no change in the Authorized, Issued, Subscribed and Paid-Up Share Capital of the Demerged Company as on date.

e. The details of Directors and Promoters of the Demerged Company (as on the date of the Notice) along with their addresses are mentioned herein below

i) Directors

Sr. No.	Name	Category	Address
1	Mr. Kumar Taurani	Chairman & Managing Director	901-1001,Vivendi Bldg, C.T.S. NO.-576, Sarojini Road, Santacruz (West), Mumbai 400052
2	Mr. Ramesh Taurani	Managing Director	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
3	Ms. Radhika Dudhat	Independent Director	72, Buena Vista, J.Bhosle Marg, Nariman Point, Mumbai - 400021
4	Mr. Amitabh Mundhra	Independent Director	27, Shakespearre Sarani, Kolkata 700017
5	Mr. Venkitaraman Iyer	Independent Director	902, Vishnu Tower, Bhakti Dham Complex, P.K.Road, Mulund (West), Mumbai 400080
6	Mr. Girish Taurani	Executive Director	901-1001,Vivendi Bldg, C.T.S. NO.-576, Sarojini Road, Santacruz (West), Mumbai 400052

ii) Promoters

Sr. No.	Name	Category	Address
1	Mr. Kumar Taurani	Promoter	901-1001,Vivendi Bldg, C.T.S. NO.-576, Sarojini Road, Santacruz (West), Mumbai 400052
2	Mr. Ramesh Taurani	Promoter	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
3	Mrs. Varsha Taurani	Promoter	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
4	Mrs. Renu Taurani	Promoter	901-1001,Vivendi Bldg, C.T.S. NO.-576, Sarojini Road, Santacruz (West), Mumbai 400052
5	Mr. Shyam Lakhani	Promoter	th 501, Plot No-227, 5 Floor, Shree Niwas Building, th 12 Road, Khar (West), Mumbai - 400052

f. The amount due to unsecured creditors as on 15 July, 2021 is Rs. 5,78,17,359/-
g. Amounts due to secured as on 15th July, 2021: Nil

2. Particulars of the Resulting Company

a. Tips Films Limited (“ Resulting Company ”) having Corporate Identity Number U74940MH2009PTC193028 was incorporated under the provisions of the Companies Act, 1956 as “Tips Films Limited” on 5th June, 2009. The

TIPS INDUSTRIES LIMITED

registered office of the Resulting Company is situated at 501, Durga Chambers, 5th Floor, Linking Road, Khar (West), Mumbai- 400052, Maharashtra, India. Its Permanent Account Number with the Income Tax Department is AAGCT2393E. The email address of the Resulting Company is [email protected]. Shares of the Resulting Company are not listed on any of the stock exchanges.

b.
Main objects of the Resulting Company are set out in the Memorandum of Association which are as under
1 . “To carry on the business to produce, promote, project, participate, manufacture, manipulate, treat, process, prepare, alter, develop, expose, edit, exhibit, make, remove, display, print, reprint, convert, duplicate, finish, buy, sell, run, import, export and to act as broker, agent, distributor, proprietor, copy right owner, video right owner, audio right owner, theatre owner, dubbing right owner, lab owner and all kinds of cine films, video films, telefilms, documentary films, advertising films, animation film, internet web portal, internet blog, TV serial slides, in all languages and different modes of expressions prevailing in the world.

2. To act as distributors, exhibitors and exploiters of all types of motion pictures, features, documentaries, adfilms, educational films, cultural and historical films, films of places of tourist interests, films on sciences and technology and the like on different formats, and to carry on the business of proprietors, agents, managers, lessees, hirers, licensees, partners of studios, theatres, places of amusements or entertainment, music halls, cinemas, picture places and concert halls and of hiring out studios for the purpose of shooting, dubbing, recording or editing of films in all formats and to give all other facilities apparent thereto and for these purposes construct and/or acquire studios, theatres, sound and recording equipments and all other machinery required for the purpose of business.”

c. The Resulting Company has not changed its name, registered office, and objects during the last five years.

d. The share capital of the Company as on 30 September, 2021 is set out below

th The share capital of the Company as on 30 September, 2021 is set out below
Particulars	Amount (in Rs.)
Authorised Share Capital
50,000 Equity Shares of Rs. 10/- each	5,00,000
Total	5,00,000
Issued, Subscribed and Paid-up Capital
50,000 Equity Shares of Rs. 10/- each fully paid up	5,00,000
Total	5,00,000
There has been no change in the Authorized, Issued, Subscribed and Paid-Up Share Capital of the Resulting Company as on date.

e. The details of Directors and Promoters of the Resulting Company (as on the date of the Notice) along with their addresses are mentioned herein below:

i) Directors

Sr. No.	Name	Category	Address
1	Mr. Ramesh Taurani	Director	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
2	Mr. Kumar Taurani	Director	901-1001,Vivendi Bldg, C.T.S. NO.-576, Sarojini Road, Santacruz (West), Mumbai 400052
3	Ms. Jaya Taurani	Director	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052

TIPS INDUSTRIES LIMITED

ii) Promoters and Promoter group

Sr. No.	Name	Category	Address
1	Mr. Ramesh Taurani	Promoter	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
2	Mr. Kumar Taurani	Promoter	901-1001,Vivendi Bldg, C.T.S. NO.-576, Sarojini Road, Santacruz (West), Mumbai 400052
3	Mrs. Varsha Taurani	Promoter Group	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
4	Ms. Jaya Taurani	Promoter Group	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
5	Ms. Sneha Taurani	Promoter Group	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
6	Ms. Raveena Taurani	Promoter Group	th th th 12 and 13 Floor, XVI Avenue, 16 Road, Opp. Anand Ashram, Khar (West), Mumbai 400052
7	Mr. Jay Shewakramani	Promoter Group	th th 501 5 Floor 9 Road, Kakad Enclave, Near Khar Telephone Exchange, Khar (West), Mumbai 400052
8	Mr. Shyam Lakhani	Promoter Group	th 501, Plot No-227, 5 Floor, Shree Niwas Building, th 12 Road, Khar (West), Mumbai 400052

f. Amounts due to secured and unsecured creditors as on 15 July, 2021: Nil

VI. Relationship subsisting between Parties to the Scheme

There is no relationship between the companies.

VII. Details of the Board meeting at which the Scheme was approved by the Board of Directors of the Applicant Companies including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution

The Board of Directors of Demerged Company at its Board Meeting held on 10 May, 2021 has unanimously approved the Scheme, as detailed below:

Name of Directors	Voted in favour / against / did not participate or vote
Mr. Kumar Taurani	In Favour
Mr. Ramesh Taurani	In Favour
Ms. Radhika Dudhat	In Favour
Mr. Amitabh Mundhra	In Favour
Mr. Venkitaraman Iyer	In Favour
Mr. Girish Taurani	In Favour

The Board of Directors of Resulting Company at its Board Meeting held on 10 May, 2021 has unanimously approved the Scheme, as detailed below:

Name of Directors	Voted in favour / against / did not participate or vote
Mr. Kumar Taurani	In Favour
Mr. Ramesh Taurani	In Favour
Ms. Jaya Taurani	In Favour

TIL primarily operates in two business segments through separate business divisions: (i) Music Division and (ii) Film Division. This Scheme for the demerger and vesting of the Demerged Undertaking (as defined hereinafter) of TIL to TFL, results in the following benefits:

The Demerged Undertaking and the Remaining Business have both achieved scale and experience to sustain business on the basis of their own strengths. Additionally, both businesses deal with different sets of industry dynamics in the form of nature of risks, competition, challenges, opportunities and business methods. Hence, segregation of the two undertakings would enable focused managements to explore the potential business opportunities more effectively and efficiently.
Demerger will enable both TIL & TFL to enhance business operations by streamlining operations, cutting costs, more efficient management control and outlining independent growth strategies.
Each 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 will have its own set of likeminded investors, thereby providing the necessary funding impetus to the long-term growth strategies of each business;
Demerger will enhance efficiencies and will have different business interest into separate corporate entity, resulting in operational synergies, simplification, focused management, streamlining and optimization of the group structure and efficient administration.
Pursuant to the Scheme, the equity shares issued by the Resulting Company would be listed on BSE and NSE and will unlock the value of the Music Division and Film Division for the shareholders of the Demerged Company. Further the existing shareholders of the Demerged Company would hold the shares of two listed entities after the Scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.
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 minority shareholders, employees, and creditors.

IX. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme, inter alia, are as stated below. The capitalized terms used herein shall have the same meaning as described in Clause 1 of the Scheme:

(a) Demerger of the Demerged Undertaking of Demerged Company and vesting the same with and into the Resulting Company, on a going concern basis;
- st
(b) The Appointed Date means the opening of business hours on 1 April, 2021 or such other date as may be
approved by the National Company Law Tribunal, Mumbai bench (" NCLT ");
(c) In consideration of the proposed Scheme, the Resulting Company will issue and allot equity shares, to each shareholder of the Demerged Company, whose names appear in the register of members of Demerged Company on the record date as may be fixed for the purpose by the Board of Resulting Company in consultation with the Demerged Company (hereinafter referred to as " the Record Date "), in the following manner:

TIPS INDUSTRIES LIMITED

“Issue and allot equity shares at par on a proportionate basis to each member of Tips Industries Limited whose name is recorded in the register of member of Tips Industries Limited as holding shares on the Record Date, in the ratio of 1 (one) equity shares of Rs. 10/- each fully paid up of Tips Films Limited for every 3 (three) equity shares of Rs. 10/- each fully paid up held in Tips Industries Limited.”

(d) The equity shares proposed to be allotted by the Resulting Company will be listed on BSE Limited and National Stock Exchange of India Limited, recognized stock exchanges having nationwide trading platform.
(e) The Demerged Company and the Resulting Company shall follow the method of accounting as per the applicable accounting principles as prescribed under the Companies (Indian Accounting standards) Rules, 2015 (Ind AS) as notified under Section 133 of the Act, as may be amended from time to time and relevant clarifications issued by Institute of Chartered Accountants of India.
(f) This Scheme is and shall be conditional upon and subject to:
a. The requisite consents, no-objections and approvals of the Stock Exchanges and SEBI to the Scheme in terms of the SEBI Circular, on terms acceptable to TIL and TFL.
b. The approval of the Scheme by the respective requisite majorities in number and value of the shareholders of the Companies in accordance with section 230 to 232 of the Act;
c. TIL & TFL, as the case may be, complying with other provisions of the SEBI Circular, including seeking approval of the shareholders of the Demerged Company through e-voting. The Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders, of the Demerged Company against it as required under the SEBI Circular. The term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;
d. The Scheme being sanctioned by the Tribunal in terms of sections 230 to 232 and other relevant provisions of the Act and the requisite orders of the Tribunal and
e. Certified copies of the orders of the Tribunal sanctioning this Scheme being filed with the relevant Registrar of Companies by TIL and TFL as per the provisions of the Act.

Note: The above are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

X. Appointed Date and Effective date of the Scheme

(a) Appointed Date shall mean 1 April, 2021, or such other date as may be fixed by the Hon’ble NCLT, while sanctioning the Scheme.
(b) Effective date means the later of the dates on which certified true copy of the order of the Hon’ble NCLT sanctioning the Scheme are filed with the Registrar of Companies, Mumbai by the Demerged Company and the Resulting Company.

XI. Consideration

Upon the coming into effect of this Scheme and in consideration of the demerger of the Demerged Undertaking in the Resulting Company pursuant to this Scheme, the Resulting Company shall, without any further act or deed and without any further payment, issue and allot equity shares (hereinafter also referred to as the “New Equity

TIPS INDUSTRIES LIMITED

Shares”) at par on a proportionate basis to each member of TIL, whose name is recorded in the register of members of TIL as holding shares on the Record Date, in the ratio of:

1 (one) fully paid up equity shares of Rs. 10/- each of Tips Films Limited (“TFL”) for every 3 (three) fully paid up equity share of Rs. 10/- each held in Tips Industries Limited (“TIL”).

Cancellation of shares of the Resulting Company:

Simultaneous with the issuance and allotment of the equity shares by the Resulting Company in accordance with the Clause 13.1 of the Scheme, the initial issued and paid up equity share capital of the Resulting Company, comprising of 50,000 equity shares of Rs. 10/- each, aggregating to Rs. 5,00,000/- shall be cancelled.

The equity shares of the Resulting Company shall be issued in such a manner that the percentage of shareholding of the equity shareholders of the Demerged Company in the Resulting Company, after giving effect to cancellation of equity shares of the Resulting Company, is exactly same or mirror image in the Demerged Company.

Further, the Resulting Company shall apply to the BSE and NSE for listing and admission to trading, of all the equity shares issued under this Scheme, in terms of the provisions of SEBI master circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020.

XII. ACCOUNTING TREATMENT

Accounting Treatment in the books of Tips Industries Limited (TIL)
(a) Upon this scheme becoming effective, the book value of assets and liabilities of the Demerged Undertaking as appearing in the books of account of TIL and transferred to TFL shall be reduced from the book value of assets and liabilities of TIL as on the close of business on the day immediately preceding the Appointed Date.
(b) The difference between the book value of assets and liabilities of the Demerged Undertaking, shall be adjusted off/set-off first against the amount lying to the credit of the Capital Reserve Account, second against the amount lying to the credit of the Securities Premium Account and thereafter against the amount lying to the credit of the Retained Earnings Account.
(c) Notwithstanding the above, the Board of Directors of TIL, in consultation with its statutory auditors, is authorised to account any of the balances in any other manner, if such accounting treatment is considered more appropriate and is authorised by the Accounting Standards applicable to the Company and/or Generally accepted Accounting Principles.
Accounting treatment in the books of Tips Films Limited (TFL)
(a) Upon coming into effect of this Scheme, TFL shall record the assets and liabilities transferred to and vested in it pursuant to the Scheme, at the same book values as appearing in the books of TIL as on the close of business on the day immediately prior to the Appointed Date.
(b) TFL shall credit its Share Capital Account in its books of account with the aggregate face value of the New Equity Shares issued to the shareholders of TIL by it in terms of Clause 13.1 of the scheme and reduce its Share Capital Account which are reduced and cancelled in terms of Clause 13.2 of the scheme.
(c) The surplus or deficit, if any, of the value of the assets over the value of the liabilities of the Demerged

TIPS INDUSTRIES LIMITED

Undertaking acquired pursuant to this Scheme by TFL, shall, after adjusting for the value of the New Equity Shares issued by TFL to the Shareholders of TIL, pursuant to this Scheme, shall be credited to the Capital Reserve Account in the books of TFL.

Notwithstanding the above, the Board of Directors of TIL and/or TFL, in consultation with its respective statutory auditor(s), is authorised to account any of the balances in any other manner, if such accounting treatment is considered more appropriate and in accordance with the Accounting Standards applicable to TIL and TFL.

XIII. Share Entitlement Report and Fairness Opinion

Share Entitlement Report of the shares of the Applicant Companies based on which the share entitlement ratio has been arrived at, after careful consideration and after taking into account all relevant facts, has been carried out and approved by Mr. Pawan Shivkumar Poddar - Chartered Accountant and a registered valuer having registration No. IBBI Registration No. IBBI/RV/06/2019/12475. The following share entitlement ration has been approved vide the aforesaid report:

1 (one) fully paid up equity shares of Rs 10 each of Tips Films Limited (“TFL”) for every 3 (three) fully paid up equity share of Rs 10 each held in Tips Industries Limited (“TIL”).

Inter alia, the said report states that:

“Therefore, in our view, the above Share Entitlement Ratio is fair and equitable, considering that all the shareholders of TIL, will, upon the proposed demerger, have their inter-se economic interests, rights, obligations in TFL post-demerger in the same proportion as their existing economic interest, rights and obligation in TIL pre-demerger.”

A copy of the Share Entitlement Report is appended herewith to the Notice as Annexure 3 .

Further, Inga Ventures Private Limited, a SEBI Registered Category-I Merchant Banker, in its fairness opinion dated 10th May, 2021, have provided an opinion that the aforesaid share entitlement ratio is fair and reasonable to the equity shareholders of the Demerged Company. The said fairness opinion inter alia states that:

“As understood, upon the Proposed Scheme being effective, all the eligible shareholders of TIL would also become the shareholders of TFL and their shareholding in TFL would mirror their existing shareholding in TIL prior to the demerger and outstanding issued and paid up share capital of TFL (Pre Demerger Equity Share Capital) will get cancelled by way of a capital reduction (without payment of consideration).

Based on our examination of the Share Entitlement Ratio/Valuation Report, such other information / undertakings/representations provided to us by the Management and our independent analysis and evaluation of such information and subject to the scope limitations as mentioned hereinabove and to the best of our knowledge and belief, we are of the opinion that the recommendation made by the Valuer of the Share Entitlement Ratio is fair and reasonable which is as under:

The fair equity share entitlement ratio for the proposed demerger of Demerged Undertaking of TIL into TFL is as under:

1 (one) fully paid up equity shares of Rs 10 each of Tips Films Limited (“TFL”) for every 3 (three) fully paid up equity share of Rs 10 each held in Tips Industries Limited (“TIL”).”

A copy of the fairness opinion is appended herewith to the Notice as Annexure 4 .

TIPS INDUSTRIES LIMITED

XIV. Capital / Debt Restructuring

The Scheme does not envisage any debt restructuring. The pre-scheme and expected post-scheme shareholding pattern of the Demerged Company and the Resulting Company are provided hereunder:

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A. Pre-scheme shareholding pattern of Demerged Company as on 30 September, 2021

Sr. No.	Category of shareholder	No. of shares held	Percentage of shares held as percentage of total capital (%)
(A)	Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	97,23,352	74.98
(b)	Body Corporate	-	-
	Sub-Total (A)(1)	97,23,352	74.98
2	Foreign	-	-
	Sub-Total (A)(2)	-	-
	Total Shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2)	97,23,352	74.98
(B)	Public Shareholding
1	Institutions
	Foreign Portfolio Investor	1,11,961	0.86
	Sub-Total (B)(1)	1,11,961	0.86
2	Non-Institutions
(a)	Bodies Corporate	5,36,313	4.14
(b)	Individuals
	i) Individual shareholders holding nominal share capital up to INR 2 lakh	14,46,256	11.15
	ii) Individual shareholders holding nominal share capital in excess of INR 2 lakh	7,54,226	5.82
(c)	Any other (specify)
	i) Clearing members	6,957	0.05
	ii) Non-resident Indians	64,795	0.50
	iii) Hindu Undivided Family	2,21,529	1.71
	iv) IEPF A/c	15,865	0.12
	v) Body Corp-Ltd Liability Partnership	87,405	0.67
	Sub-Total (B)(2)	31,33,346	24.16
	Total Public Shareholding (B) = (B)(1)+(B)(2)	32,45,307	25.02
	TOTAL (A) + (B)	1,29,68,659	100.00
(c)	Shares held by custodians against which DRs are issued	-	-
	TOTAL (A) + (B) + (C)	1,29,68,659	100.00

TIPS INDUSTRIES LIMITED

B. Expected post-scheme shareholding pattern of Demerged Company

The shareholding pattern of the Demerged Company would not change as a consequence of the implementation of the Scheme and would remain identical as the pre-scheme shareholding pattern.

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C. Pre-scheme shareholding pattern of Resulting Company as on 30 September, 2021

Sr. No.	Category of shareholder	No. of shares held	Percentage of shares held as percentage of total capital (%)
(A)	Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	50,000	100.00
(b)	Body Corporate	-	-
	Sub-Total (A)(1)	50,000	100.00
2	Foreign	-	-
	Sub-Total (A)(2)	-	-
	Total Shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2)	-	-
(B)	Public Shareholding
1	Institutions
	Foreign Portfolio Investor	-	-
	Sub-Total (B)(1)	-	-
2	Non-Institutions
(a)	Bodies Corporate	-	-
(b)	Individuals
	i) Individual shareholders holding nominal share capital up to INR 2 lakh	-	-
	ii) Individual shareholders holding nominal share capital in excess of INR 2 lakh	-	-
(c)	Any other (specify)
	i) Clearing members	-	-
	ii) Non-resident Indians	-	-
	iii) Hindu Undivided Family	-	-
	iv) IEPF A/c	-	-
	v) Body Corp-Ltd Liability Partnership	-	-
	Sub-Total (B)(2)	-	-
	(B) = (B)(1)+(B)(2) Total Public Shareholding	-	-
	TOTAL (A) + (B)	50,000	100.00
(c)	Shares held by custodians against which DRs are issued	-	-
	TOTAL (A) + (B) + (C)	50,000	100.00

TIPS INDUSTRIES LIMITED

D. Expected post-scheme shareholding pattern of Resulting Company

Sr. No.	Category of shareholder	No. of shares held	Percentage of shares held as percentage of total capital (%)
(A)	Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	32,41,117	74.98
(b)	Body Corporate	-	-
	Sub-Total (A)(1)	32,41,117	74.98
2	Foreign	-	-
	Sub-Total (A)(2)	-	-
	(A) = (A)(1)+(A)(2) Total Shareholding of Promoter and Promoter Group	32,41,117	74.98
(B)	Public Shareholding
1	Institutions
	Foreign Portfolio Investor	37,320	0.86
	Sub-Total (B)(1)	37,320	0.86
2	Non-Institutions
(a)	Bodies Corporate	1,78,771	4.14
(b)	Individuals
	i) Individual shareholders holding nominal share capital up to INR 2 lakh	4,82,085	11.15
	ii) Individual shareholders holding nominal share capital in excess of INR 2 lakh	2,51,409	5.82
(c)	Any other (specify)
	i) Clearing members	2,319	0.05
	ii) Non-resident Indians	21,598	0.50
	iii) Hindu Undivided Family	73,843	1.71
	iv) IEPF A/c	5,289	0.12
	v) Body Corp-Ltd Liability Partnership	29,135	0.67
	Sub-Total (B)(2)	10,44,449	24.16
	Total Public Shareholding (B) = (B)(1)+(B)(2)	10,81,769	25.02
	TOTAL (A) + (B)	43,22,886	100.00
(c)	Shares held by custodians against which DRs are issued	-	-
	TOTAL (A) + (B) + (C)	43,22,886	100.00

TIPS INDUSTRIES LIMITED

XV. Effect of the Scheme of Arrangement and Demerger

a. On directors, key managerial personnel (“ KMP ”), and their relatives

Ø For the Demerged Company

The Directors and KMPs of the Demerged Company, and their relatives, do not have any concern or interest, financially or otherwise, in the Scheme except as shareholders in general. Therefore, the Scheme will have no effect on them, except to the extent of their respective shareholding and effect thereon as explained in point (b) below.

Ø For the Resulting Company

The Resulting Company does not have any KMPs (other than Directors) as on present date. Further, the Resulting Company would be changing / would be appointing new KMP’s / Directors in pursuance of the Scheme becoming effective in order to comply with the requirements of the relevant provisions of various applicable acts, rules, regulations, and guidelines, applicable for listed companies.

b. On promoter and non-promoter members

Ø For the Demerged Company

There is only one class of shareholders, i.e., equity shareholders, which includes the promoter as well as non-promoter shareholders of the Demerged Company.
On demerger, the Resulting Company will issue and allot equity shares to each member of the Demerged Company, whose name is recorded in the register of members on the Record Date, as per the share entitlement ratio mentioned in the Scheme.
The equity shares so issued and allotted as provided above shall be subject to the provisions of the Memorandum and Articles of Association of the Resulting Company and shall rank pari-passu in all respects with the equity shares of the Demerged Company after the Effective Date (as defined in the Scheme) including in respect of dividend, if any, that may be declared by the Demerged Company on or
There would be no dilution or increase in the shareholding of the promoter or non-promoter shareholders of the Demerged Company.
In terms of the Scheme, consequent upon demerger, on the Record Date, the set of shareholders and their holding proportion being proposed in the Resulting Company, is identical to that of the Demerged Company, and thus, the overall economic interest of equity shareholders of the Demerged Company shall remain the same.
The equity shares of TFL shall be listed on the stock exchanges i.e. BSE Limited and National Stock Exchange of India (" Stock Exchanges ") in accordance with the SEBI Circular No. CED/DIL3/ CIR/2017/21 dated March 10, 2017, as amended from time to time, and therefore shareholders of TIL (as of the Record Date) shall, upon the Scheme becoming effective, hold equity shares of 2 (two) listed entities, TIL and TFL.

Ø For the Resulting Company

There is only one class of shareholders. i.e. equity shareholders of the Resulting Company.
Upon the Scheme becoming effective, the equity shares of the Resulting Company shall stand cancelled as provided in the Scheme. Accordingly, the existing shareholders would no longer hold any shares in Company.

TIPS INDUSTRIES LIMITED

On demerger, the Resulting Company will issue and allot equity shares to each member of the Demerged Company, whose name is recorded in the register of members of the Demerged Company on the Record Date, as per the share entitlement ratio mentioned in the Scheme.
In terms of the Scheme, consequent upon demerger, on the Record Date, the set of shareholders and their holding proportion being proposed in the Resulting Company, is identical to that of the Demerged Company, and thus, the overall economic interest of equity shareholders of the Demerged Company shall remain the same.
The equity shares of the company shall be listed on the stock exchanges i.e. BSE Limited and National Stock Exchange of India (" Stock Exchanges ") in accordance with the SEBI Circular No. CED/DIL3/ CIR/2017/21 dated March 10, 2017, as amended from time to time, and therefore shareholders of TIL (as of the Record Date) shall, upon the Scheme becoming effective, hold equity shares of 2 (two) listed entities, TIL and TFL.
c. On creditors

Ø For the Demerged Company

Under the Scheme, there is no arrangement or compromise offered to the creditors (secured and unsecured) of the Demerged Company. Liabilities of any of the creditors of the Demerged Company would neither be reduced nor be extinguished in pursuance of the Scheme.

Ø For the Resulting Company

The Resulting Company does not have any creditors (secured and unsecured).
d. On employees

All staff and employees of the Demerged Undertaking shall be deemed to have become staff and employees of TFL without any break in their service and on the basis of continuity of service and the terms and conditions of their employment with TFL shall not be less favourable than those applicable to them with reference to TIL on

All funds and benefits accumulated in respect of the above staff and employees shall also be transferred to the Resulting Company.

e. The Demerged Company and the Resulting Company have not accepted any deposits and have not issued any debentures.

Further, the report adopted by their respective Board of Directors of the of the Demerged Company and the Resulting Company, explaining the impact on various stakeholders as mentioned above is annexed hereto with the Notice as Annexure 10 and Annexure 11 respectively.

XVI . No investigation proceedings have been instituted or are pending in relation to the Applicant Companies under the Companies Act, 2013 or Companies Act, 1956.

XVII. Details of approvals, sanctions, or no-objection(s) from regulatory or any other governmental authorities required, received, or pending

The Demerged Company being a listed company, has received observation letters from BSE on 29th July, 2021 and from NSE on 29th July, 2021, stating that SEBI and the stock exchanges do not have any adverse observations with regard to the Scheme. Copy of the aforesaid observation letters are appended herewith to the Notice as Annexure 12 and 13 .

TIPS INDUSTRIES LIMITED

In compliance with the requirement of Section 230(5) and Section 232 of the Act, read with Rule 8 of the CAA Rules, notice in the prescribed form together with requisite documents and disclosures shall be served on the relevant regulators, as directed by the Hon’ble NCLT, and seeking their approvals or any representations (if any) on the Scheme.

XVIII. No winding up proceedings are pending against the Demerged Company and the Resulting Company as on date.

XIX. Disclosures pertaining to unlisted entity involved in the Scheme

Disclosure document comprising of applicable information pertaining to the Resulting Company, in the format prescribed for 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, is appended herewith to the Notice as Annexure 14 .

XX. Inspection of Documents

In addition, electronic copy of the following documents will be available for inspection in the “Investor Relations” section of the website of the Demerged Company - www.tips.in:

a) Copy of the order of Hon’ble Tribunal in pursuance of which the meeting is to be convened;
b) Copy of the Scheme of Arrangement and Demerger;
c) Copies of the Memorandum of Association and Articles of Association of the Demerged Company and the Resulting Company;
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d) Copy of Supplementary Unaudited Financial Results of Tips Industries Limited as on 30 June, 2021;
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e) Copy of Audited Financial Statements of Tips Industries Limited as on 31 March, 2021;
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f) Copy of Supplementary Audited Financial Statements of Tips Films Limited as on 30 September, 2021;
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g) Copy of Audited Financial Statement of Tips Films Limited as on 31 March, 2021;
h) Copy of the certificate dated 10th May, 2021, issued by the Auditor of the Demerged Company and Resulting Company to the effect that the accounting treatment in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
i) Copy of Share entitlement report of registered valuer determining the Share Entitlement Ratio;
j) Copy of Fairness Opinion of merchant banker on reasonableness on share entitlement ratio;
k) Report on complaints indicating ‘NIL’ complaints received on the Scheme;
l) Copy of the Observation Letters dated 29th July, 2021 from the National Stock Exchange of India Limited and BSE Limited respectively;
m) Report under Section 232(2)(c) of the Companies Act, 2013 adopted by the Board of Directors of Demerged Company;
n) Report under Section 232(2)(c) of the Companies Act, 2013 adopted by the Board of Directors of Resulting Company.
o) Certificate issued by Inga Ventures Private Limited, SEBI Regstered Merchant Banker, certifying the accuracy and adequacy of disclosure made in Annexure 14.

TIPS INDUSTRIES LIMITED

The aforesaid documents will be open for inspection by the Equity Shareholders and also for obtaining extracts from, or for making of / obtaining copies of, at the Registered Office of the Demerged Company between 10:00 a.m. to 5:00 p.m. on all working days (except Saturday, Sundays and Public Holidays) upto 1 (one) day prior to the date of the Meeting of the Equity Shareholders, and shall also be available on the website of the Company.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Demerged Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the shareholders.

The Directors, KMPs of the Company and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as shareholders in general.

Mumbai, 23rd October, 2021

Sd/Kumar Taurani DIN: 00555831 Chairperson appointed by Tribunal for the Meeting

Registered Office:

601, Durga Chambers, 6 Floor, 278/E, Linking Road, Khar (West), Mumbai - 400052 MH IN Website: www.tips.in E-mail: [email protected] Tel.: +91 22 66431188 Fax: +91 22 66431189

Annexure 1

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Annexure 2

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Annexure 3

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