To,

The Members

Eros International Media Limited Mumbai

The Board of Directors are pleased to present 24^th Annual Report of Eros International Media Limited (hereinafter referred to as “the Company”) covering the business, operations and Audited Financial Statements of the Company for the financial year ended 31 March 2018.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March 2018 is summarized below:

Rs. in Lakhs

2. FINANCIAL PERFORMANCE

On a consolidated basis, the Company has recorded the revenues of Rs. 101,001 Lakhs which was lower by 30.12% as compared to previous year of Rs. 1,44,528 Lakhs. The profit before tax decreased by 10.82% to Rs. 28,735 Lakhs as compared to previous year of Rs. 32,223 Lakhs. The Profit After Tax attributable to equity shareholders was Rs. 22,934 Lakhs decreased by 10.92% as compared to previous year of Rs. 25,745 Lakhs. Diluted EPS decreased by 11.41 % to Rs. 23.92 as compared to previous year of Rs. 27.00.’

On a standalone basis, the Company has recorded the revenues of Rs. 72,857 Lakhs which was lower by 37.44% as compared to previous year of Rs. 1,16,466 Lakhs. The profit before tax decreased by 33.45% to Rs. 14,043 Lakhs as compared to previous year of Rs. 21,100 Lakhs. The Profit After Tax at Rs. 7,701 Lakhs was lower by 40.94% as compared to previous year of Rs. 13,039 Lakhs. Diluted EPS decreased by 41.30% to Rs. 8.03 as compared to previous year of Rs. 13.68.

3. OPERATIONAL PERFORMANCE

During the Financial Year 2017-18, your Company released a total of 24 Films, of which 1 was high budget, 4 medium budget and 19 low budget Films as compared to 44 Films released in corresponding period last year, of which 5 were high budget, 10 medium budget and 29 low budget Films. Amongst the 24 Films released during the financial year 2017-18, 14 were Hindi Films, 1 was Tamil/Telugu Film and 9 were other regional language Films.

Major releases for FY 2017-18 included: Sarkar 3 (Hindi), Munna Michael (Hindi), Sniff (Hindi), Shubh Mangal Savdhaan (Hindi), Newton (Hindi), Mukkabaaz (Hindi), Oru Kidayin Karunai Manu (Tamil), Viswa Vikhyatharaya Payyanmar (Malayalam), Tujha Tu Majha Mi (Marathi), Aamhi Doghi (Marathi), Aake (Kannada), Posto (Bengali) and others.

In the Financial Year 2018-19, we continue to be focused on ramping up our own productions and co-productions through key partnerships. These partnerships include our partnership with talented producer-director, Aanand L Rai (Colour Yellow Production) and our partnership with Reliance to equally invest up to Rs. 1,000 Crores to produce and acquire Indian films and digital originals across all languages. This investment will dramatically scale Eros’ capabilities in content production, marketing, and distribution.

Your Company’s key asset is a film library of over 2,000 films. In an effort to reach a wide range of audiences, we maintain rights to a diverse portfolio of films spanning various genres, generations and languages. These include rights to films in Hindi and several regional languages, Tamil, Telugu, Kannada, Marathi, Bengali, Malayalam and Punjabi.

4. DIVIDEND

With a view to conserve resources and to strengthen the financial position of the Company, your Directors did not recommend any dividend to its shareholders for the financial year 2017-18.

The Dividend Distribution policy adopted by the Company in terms of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is uploaded on the website of the Company at www.erosintl.com.

5. RESERVES

No percentage of profits was transferred to General Reserve as dividend was not recommended for the financial year 2017-18.

6. EMPLOYEES’ STOCK OPTION SCHEME & CHANGES IN SHARE CAPITAL

During the year under review and in pursuance of the authority granted by shareholders at the Annual General Meeting of the Company held on 28 September 2017, your Board had approved the Eros International Media Limited - Employee Stock Option Scheme 2017 (“EROS ESOP 2017”), which was prepared in accordance with Companies Act, 2013 (the “Act”) and SEBI (Share Based Employee Benefits) Regulations, 2014 read with necessary circulars/notifications issued thereto for the issue and allotment of grant of stock options to the employees of the Company as well as to the employees of its holding and subsidiary companies. During the financial year 2017-18, the Board of Directors of the Company, on the recommendations of Nomination and Remuneration Committee had granted an additional 8,64,014 stock options to the employees of the Company and its subsidiary companies under EROS ESOP 2017.

During the year under review, the Nomination and Remuneration Committee of the Board had issued and allotted 11,13,160 Equity Shares of the Company to employees of the Company and its subsidiaries against exercise of equal number of stock options pursuant to Eros Employee Stock Option Scheme 2009 (“EROS ESOP 2009”). This resulted in increase in the Company’s Paid up Share Capital to Rs. 94,97,18,770 as on 31 March 2018 as against Rs. 93,85,87,170 in the previous year.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015, is attached as Annexure A hereto and is also available on website of the Company at www.erosintl.com. A certificate from the Statutory Auditors certifying that both the schemes viz. EROS ESOP 2009 and EROS ESOP 2017 has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution(s) passed by the shareholders would be placed at the Annual General Meeting of the Company for inspection by the Members.

7. SUBSIDIARY COMPANIES

On 1 October 2017, Copsale Limited (“Copsale”), a company incorporated under the laws of British Virgin Island and the wholly-owned subsidiary of the Company had disinvested its 51% stake in Ayngaran International Limited, an Isle of Man company. With the aforesaid disinvestment, following step down subsidiary companies ceased to be the subsidiary of the Company:

a. Ayngaran International Limited (Isle of Man),

b. Ayngaran International (UK) Limited, United Kingdom

c. Ayngaran International Mauritius Limited, Mauritius

d. Ayngaran International Media Private Limited, India

e. Ayngaran Anak Media Private Limited, India

As on 31 March 2018, the Company has Ten (10) subsidiaries. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the Company and its subsidiaries. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries, their performance and financial position in the prescribed Form AOC-1 is annexed to this Report as Annexure B.

None of the subsidiary companies except Copsale Limited (a British Virgin Island Company) are material subsidiary in terms of Regulation 16(c) of the SEBI Listing Regulations and in accordance with Company’s policy on “Determination of Material Subsidiaries”, which is uploaded on the website of the Company at www.erosintl.com.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Corporate Office of the Company during business hours on all days except Saturdays, Sundays and public holidays between 11.00 a.m. to 1.00 p.m. upto the date of the Annual General Meeting of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company at www.erosintl.com.

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board had re-designated Mr. Dhirendra Swarup as Chairman and Non-Executive Independent Director of Company w.e.f. 11 August 2017 due to sudden demise of Mr. Naresh Chandra, the Chairman and Non-Executive Independent Director of the Company on 9 July 2017. The Company deeply mourn the irreparable loss due to sudden demise of Late Mr. Naresh Chandra and places on record its appreciation for the valuable contributions made by him during his tenure as Director of the Company.

Mr. Subramaniam Lakshminarayanan was appointed as NonExecutive Additional Independent Director on the Board of the Company with effect from 14 November 2017 to hold office up to the date of the ensuing Annual General Meeting of the Company. The proposed resolution for appointment of Mr. Subramaniam Lakshminarayanan as Non-Executive Independent Director forms part of the Notice convening Annual General Meeting. Your Board recommends his appointment.

Mr. Sunil Srivastav was appointed as Non-Executive Additional Independent Director on the Board of the Company with effect from 23 May 2018 to hold office up to the date of the ensuing Annual General Meeting of the Company. The proposed resolution for appointment of Mr. Sunil Srivastav as Non-Executive Independent Director forms part of the Notice convening Annual General Meeting. Your Board recommends his appointment.

As per the provisions of the Act, Independent Directors have been appointed for a period of Five (5) years and shall not be liable to retire by rotation. All other Directors, except the Managing Director, are liable to retire by rotation at the Annual General Meeting of the Company.

Mr. Kishore Arjan Lulla was re-appointed as an Executive Director, liable to retire by rotation for a period of Five (5) years commencing from 1 November 2017 to 31 October 2022 at the last Annual General Meeting held on 28 September 2017.

In accordance with the provisions of Section 1 52 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, ¹Mrs. Jyoti Deshpande, Non-Executive Non Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. Your Board recommends her appointment.

The brief details of the Directors proposed to be reappointed as required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

In compliance of Section 203 of the Act, Mr. Abhishekh Kanoi was appointed as Vice President -Company Secretary and Compliance Officer and Whole Time Key Managerial Personnel of the Company w.e.f. 15 December 2017 in place of Mrs. Dimple Mehta who has resigned at the close of business hours on 14 December 2017.

Further, Mr. Farokh P. Gandhi was appointed as a Chief Financial Officer and Whole Time Key Managerial Personnel of the Company w.e.f. 9 March 2018 in place of Mr. Dinesh Modi who has resigned at the close of business hours on 8 March 2018.

The Board places on record its appreciation for the valuable contribution made by Mrs. Dimple Mehta and Mr. Dinesh Modi during their tenure with the Company.

Declaration of Independence by Independent Directors & adherence to the Company’s Code of Conduct for Independent Directors

All the Independent Directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Act. Further, all the Independent Directors have affirmed that they have adhered and complied with the Company’s Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

Meetings conducted during the Year

The Board met Four (4) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Report. The intervening gap between any Two (2) meetings of the Board was not more than One Hundred and Twenty (120) days as stipulated under the Act and SEBI Listing Regulations.

Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Management Committee

Details of each of the Committees stating their respective composition, terms of reference and others are uploaded on our website at www.erosintl.com and are stated in brief in the Corporate Governance Report attached to and forming part of this Report.

Annual Evaluation of Board, Committees and Individual Directors

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, its Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this Report and the details of the same have also been disclosed on the website of the Company at www.erosintl.com.

Policy on appointment and remuneration and other details of directors

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Company’s policy on directors’ appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

A detailed statement of disclosure required to be made in accordance with the Nomination and Remuneration Policy of the Company, disclosures as per the Act and applicable Rules thereto is attached as Annexure C hereto and forms part of this Report.

9. AUDITORS & AUDITORS’ REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013) Statutory Auditors of the Company retired at the conclusion of the Annual General Meeting held on 28 September 2017 as per the provision of Section 139 of the Act and M/s. Chaturvedi & Shah, (Firm Registration No. 101720W) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 28 September 2017 for the term of Five (5) years till the conclusion of 28^th Annual General Meeting, to be held in the year 2022.

Auditors’ Report

There are no qualifications, adverse remarks reservations or disclaimer made by M/s. Chaturvedi & Shah, Statutory Auditors, in their report for the financial year ended 31 March 2018. The notes to the Accounts referred to in the Auditor’s Report are self-explanatory and therefore do not call for any further explanation and comments.

Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have not reported any incidence of fraud to the Audit Committee during the year under review.

10. SECRETARIAL AUDITORS’ AND ITS REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31 March 2018 in the prescribed Form MR-3 is annexed herewith as Annexure D to this Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

11. CREDIT RATING

During the year review, the ratings for various facilities/instruments were revised/reaffirmed by CARE Ratings Limited as under:

12. PARTICULARS OF EMPLOYEES

The requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of employees drawing remuneration in excess of the limits prescribed under the said Rules is annexed to this Report as Annexure E.

13. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act and the SEBI Listing Regulations are contained in Notes to the Standalone Financial Statements of the Company forming part of this Annual Report.

14. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated policy on Related Party Transactions duly approved by the Board, which is also available on the Company’s website at www.erosintl.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval had been obtained for the transaction which are of a foreseeable and repetitive in nature and such transactions are reported on a quarterly basis for review by the Audit Committee as well as the Board.

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/ arrangements/transactions entered into with related parties during the financial year 2017-18 in terms of Section 188(1) of the Act and applicable Rules made thereunder, is attached to this Report in the prescribed Form AOC-2 as Annexure F.

All other contracts/arrangements/transactions with related parties, are in the ordinary course of business and at arm’s length basis and stated in Notes to Accounts to the Financial Statements of the Company forming part of this Annual Report.

15. VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) and Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from employees, directors and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud.

The Policy is appropriately communicated within the Company across all levels and has been displayed on the Company’s intranet for its employees and website at www.erosintl.com for stakeholders.

Protected disclosures are made by a whistle blower in writing to the Ombudsman on Email-ID at whistleblower@erosintl.com and under the said mechanism, no person has been denied direct access to the Chairperson of the Audit Committee. The Audit Committee and Stakeholders Relationship Committee periodically reviews the functioning of this Mechanism.

16. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted Sexual Harassment Policy of Women at workplace, which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. Further, the Company has constituted an Internal Complaints Committee, where employees can register their complaints against sexual harassment.

During the year under review, the Company has not received any complaints on sexual harassment.

17. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in the prescribed Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed as Annexure G to this Report.

18. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.

19. DEPOSITS, LOANS AND ADVANCES

Your Company has not accepted any public deposit under Chapter V of the Act. The details of loans and advances, which are required to be disclosed in the Company’s audited annual accounts, pursuant to Schedule IV of SEBI Listing Regulations, are mentioned in Notes to Accounts, forming a part of this Annual Report.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors confirms that:

a. in the preparation of the annual accounts for the financial year ended 31 March 2018, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2018 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern’ basis;

e. internal financial controls were followed by the Company and such internal financial controls are adequate and are operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Your Company is into the business of production, co-production, acquisitions, marketing and distributions of cinematograph films. Since this business does not involve any manufacturing activity, the information required to be provided under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are not applicable to the Company. However, the Company has been continuously and extensively using technology in its business operations.

22. INTERNAL FINANCIAL CONTROLS

The Company maintains adequate and effective internal control systems which are commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the business. The internal control systems of the Company are routinely tested and verified by our Internal Auditor, M/s. KPMG, Chartered Accountants and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control requirement and monitors the implementation of audit recommendations.

23. CORPORATE GOVERNANCE

In order to maximize shareholder value on a sustained basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of the SEBI Listing Regulations and applicable provisions of the Act.

In terms of Schedule V of SEBI Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Secretarial Auditor of the Company is attached and forms an integral part of this Annual Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) and Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report is presented in separate sections forming part of this Annual Report.

25. CORPORATE SOCIAL RESPONSIBILTY

The disclosures on Corporate Social Responsibility activities, as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 201 4, are reported in Annexure H forming part of this Report and is also available on the website of the Company at www.erosintl.com.

26. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Company has included in its Annual Report, a Business Responsibility Report describing initiatives taken by the Company from an environmental, social and governance perspective. Accordingly, the Business Responsibility Report is attached herewith as Annexure I.

27. RISK MANAGEMENT

The Company has in place a Risk Management Policy to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks will be mitigated. The Audit Committee of the Board has been vested with powers and functions relating to Risk Management, which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization.

The objective of the risk management framework is to enable and support achievement of business objectives through risk intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business. Further details on the Company’s risk management framework is provided in the Management Discussion and Analysis Report.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

29. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

30. OTHER DISCLOSURES

- During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

- The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings;

- The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

31. ACKNOWLEDGMENTS

The Board of Directors take this opportunity to express their sincere appreciation for support and co-operation from the Banks, Financial Institutions, Shareholders, Vendors, Customers and all other business associates.

Your Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by the employees at all levels. Your Directors also wish to place on record their gratitude to all the stakeholders for their continued support and confidence.

For and on behalf of the Board of Directors

Eros International Media Limited

Sd/- Sd/-

Sunil Arjan Lulla Sunil Srivastav

DIN: 00243191 DIN: 00237561

Executive Vice Chairman & Non-Executive Independent

Managing Director Director

Date: 23 May 2018

Place: Mumbai