Please find attached herewith Annual Report 2025-26

August 25, 2026 To, To, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited P.J. Towers, Dalal Street, Fort, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Mumbai – 400 001. Bandra Kurla Complex, Bandra (E), Mumbai – 400 050. Scrip Code: 543614 Symbol: TIPSFILMS Subject: Annual Report for the Financial Year 2025-26. Dear Sir/Madam, This is to inform you that the 17th Annual General Meeting (“AGM”) of the Company will be held on Thursday, September 17, 2026, at 12:00 PM (IST) through Video Conferencing (“VC”) / Other Audio – Visual Means (“OAVM”). Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, please find enclosed herewith the Annual Report of the Company along with the Notice of the 17th AGM for the Financial Year 2025-26, which is being sent through electronic mode to the members of the Company. In addition, pursuant to Regulation 36(1)(b) of the Listing Regulations, a copy of the letter containing the web-link and QR code for accessing the Notice of the AGM and the Annual Report 2025-26 is being sent to all the members who have not registered their email address with Company/ Registrar and Share Transfer Agent/ their Depository Participants. The Annual Report, along with the 17th AGM Notice for the Financial Year 2025-2026, can also be accessed/downloaded on the Company’s website at www.tipsfilms.in. You are requested to kindly take the same on record. Thanking you, For Tips Films Limited Supriya Gupta Company Secretary & Compliance Officer TIPS FILMS LIMITED ANNUAL REPORT 2025 - 26 CONTENTS 2 40 Chairman’s Message Report on Corporate Governance 4 60 Corporate Information Management Discussion and Analysis Report 5 Notice of the 17th Annual 68 Independent Auditor’s Report General Meeting 25 78 Director’s Report Financial Statements ANNUAL REPORT 2025-26 TIPS FILMS LIMITED CHAIRMAN’S MESSAGE Kumar Taurani Ramesh Taurani ANNUAL REPORT 2025-26 CORPORATE OVERVIEW Statutory Reports Financial Statements Dear Fellow Shareholders, Financial Year 2026 saw us releasing Maalik, and Sarbala Ji. Both films performed below our expectations for different reasons. We have used these opportunities to introspect and improve our craft. We continue to focus on identifying high quality and economically viable film scripts. Artist compensation is the key factor making film projects unviable. Currently 3 films are on the floor and we are exploring one joint production with a leading production house. Our third-party theatrical distribution services division is gradually scaling up. We have distributed Sikandar, Housefull 5 and handled the entire distribution of our film Hai Jawani Toh Ishq Hona Hai inhouse. This activity will scale up further. Jai Hind Kumar Taurani Chairman, Tips Films Limited. ANNUAL REPORT 2025-26 TIPS FILMS LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS STATUTORY AUDITORS REGISTRAR & SHARE TRANSFER AGENT Mr. Kumar S. Taurani M/s. Maheshwari & Co. MUFG Intime India Pvt Ltd Chairman & Executive Director Chartered Accountants (Formerly known as Link Intime India Pvt. Ltd.) Mumbai. C-101, 247 Park, LBS Marg, Vikhroli (W), Mumbai – 400083. Mr. Ramesh S. Taurani Contact: +91 81081 16767 Managing Director SECRETARIAL AUDITORS E-mail ID: investor.helpdesk@in.mpms.mufg.com N L Bhatia & Associates Website: www.in.mpms.mufg.com Practicing Company Secretaries Ms. Jaya R. Taurani Mumbai. Executive Director Ms. Radhika M. Dudhat INTERNAL AUDITORS REGISTERED OFFICE Independent Director Grant Thornton Bharat LLP 501, Durga Chambers. Linking Road, Mumbai. Khar (West), Mumbai – 400 052. Contact: +91 22 6643 1188 Mr. Vinode Thomas M/s. Mathur & Co. E-mail ID: info@tipsfilms.in / cs@tipsfilms.in Independent Director Chartered Accountants Website: www.tipsfilms.in Mumbai CIN: L74940MH2009PLC193028 Mr. Rahul B. Mehta Independent Director CHIEF FINANCIAL OFFICER BANKERS Mr. Haresh N. Sedhani Yes Bank Limited Standard Chartered Bank SENIOR MANAGEMENT Mrs. Varsha Taurani Vice President - Administration COMPANY SECRETARY & COMPLIANCE OFFICER Mr. Dharmesh Navdhare (Resigned w.e.f March 06, 2026) Ms. Supriya Gupta (Appointed w.e.f May 08, 2026) ANNUAL REPORT 2025-26 Corporate Overview STATUTORY REPORTS Financial Statements NOTICE OF THE 17TH ANNUAL GENERAL MEETING NOTICE is hereby given that the 17th (Seventeenth) Annual General to such approval(s), consent(s), permission(s) and sanction(s) as may Meeting (“AGM”) of the Members of Tips Films Limited (“the be necessary from time to time, consent of the Members of the Company”) will be held on Thursday, September 17, 2026, at 12:00 Company be and is hereby accorded to the Company to continue with P.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual the existing contracts / arrangements / transactions and/ or to enter Means (“OAVM”) to transact the following business. The Registered into and/or to execute new contracts / arrangements / transactions Office of the Company situated at 501, 5th Floor, Durga Chambers, as fresh and independent transaction(s) or otherwise (whether by Linking Road, Khar West, Mumbai 400052, Maharashtra shall be the way of an individual transaction or transactions taken together or deemed venue for the meeting. series of transactions or otherwise), with Tips Music Limited, Group Company, a ‘Related Party’ as defined under Section 2(76) of the Act ORDINARY BUSINESS: and in terms of Regulation 2(1)(zb) of the SEBI Listing Regulations, for a period commencing from the Seventeenth Annual General 1. Adoption of Audited Standalone Financial Statements of the Meeting upto the date of the Eighteenth Annual General Meeting Company for the financial year ended March 31, 2026. of the Company to be held in the financial year 2027-28, as detailed To receive, consider and adopt the Audited Standalone Financial in the explanatory statement annexed to the Notice convening this Statements of the Company for the financial year ended March 31, meeting, on such terms and conditions as may be mutually agreed by 2026, together with the Reports of the Board of Directors and and between the Company and Tips Music Limited, for an aggregate Auditor’s thereon. value not exceeding INR 60 Crores, provided that the said contracts/ arrangements/ transactions shall be carried out at an arm’s length 2. Re-appointment of Ms. Jaya Taurani (DIN: 08209186), as a basis and in the ordinary course of business of the Company. Director, liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the To appoint a Director in place of Ms. Jaya Taurani (DIN: 08209186), Company (hereinafter referred to as the “Board”, which term shall who retires by rotation and being eligible, offers herself for be deemed to include the Audit Committee of the Company and re-appointment. any duly constituted or to be constituted committee of directors thereof to exercise the powers conferred under this resolution) SPECIAL BUSINESS: be and is hereby authorised to do all such acts, deeds, matters, 3. Approval of Material Related Party Transactions of the and things as it may, in its absolute discretion, deem necessary, Company with Tips Music Ltd, Group Company. desirable, or expedient, and to take all such steps as may be required in this connection, including but not limited to finalizing To consider and, if thought fit, to pass the following resolution as and executing necessary contracts, arrangements, transactions an Ordinary Resolution: and such other documents as may be required, seeking all necessary approvals, and giving effect to this resolution; and to “RESOLVED THAT pursuant to the provisions of Section 188 and settle all questions, difficulties, or doubts that may arise in this other applicable provisions, if any, of the Companies Act, 2013 (“the regard, without being required to seek any further consent or Act”) read with rules made thereunder (including any statutory approval of [Showing first 8,000 characters — download PDF for full document]