To

The Members

Eros International Media Limited

Your Board of Directors are pleased to present 30th 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 2024.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March 2024 is summarized below:

Rs. In Lakhs

2. FINANCIAL PERFORMANCE

On a consolidated basis, the Company has recorded revenues of Rs. 18,941 Lakh which was Decreased by 74.96% as compared to previous year of Rs. 75,651 Lakh. The loss before tax amounted to Rs. 40,525 Lakh as against previous year loss of Rs. 11,968 Lakh. The loss after tax attributable to equity shareholders was Rs. -41,603 Lakh as compared to previous yearRs. s loss of Rs. 11,978 Lakh. Diluted EPS decreased to Rs. (43.37) as compared to previous year Rs. (12.48).

On a standalone basis, the Company has recorded lower revenues of Rs. 19,142 Lakh which was lower by 57.59% as compared to previous year of Rs. 45,142 Lakh. However, for current financial year, the loss before tax amounted to Rs. 47,094 Lakh as against loss in the previous year of Rs. 11,331 Lakh. The loss after tax stood at Rs. 47,973 Lakh as compared to previous year profit of Rs. 11,331 Lakh. Diluted EPS decreased to Rs. 50.02 as compared to previous year Rs. 11.81.

3. OPERATIONAL PERFORMANCE

We continue as a global company in the Indian film entertainment industry that co-produces, acquires and distributes Indian language films in multiple formats worldwide. We have a multi platform business model and derive revenues from multiple distribution channels.

Our content strategy leverages on multi-verse unique IP development, high concept, new talent films, franchises and multi language co-productions. The Indian audience's propensity to consume content in local language has been increasing, and in recent times regional films are breaking language barriers as they cross over with dubbed versions to other markets especially the Hindi market. The regional industry also has strong releases in the next year and the market is only expected to expand further.

Our 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, Gujarati, Bengali, Malayalam and Punjabi. We have strong operational focus in syndication and monetization of these film and Music Rights as part of our business development and operations.

Key highlights of above transaction are as follows:

• Strong near-term revenue growth and significant reduction in net debt.

• Market Opportunities with large Content library and two main verticals: Studio, Digital and Music.

Financial Results have been delayed for F.Y 2023-24 as we were facing some unprecedented technical difficulties with our financial accounting system. As a result of the same, our staff and statutory auditors are incapacitated and unable to generate the requisite information for finalization of accounts within the stipulated timelines. This resulted in suspension of trading w.e.f. 13th December 2024.

4. DIVIDEND

In view of losses, your Directors do not recommend any dividend to it's members for the financial year 2023-24.

The Dividend Distribution policy adopted by the Company in terms of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations"). This Policy is uploaded on the website of the Company at www.erosmediaworld.com.

5. RESERVES

The Company has not transferred any amount to the general reserve during the current financial year.

6. EMPLOYEES' STOCK OPTION SCHEME

During the year under review, there have been no grants made by the Company to any of the eligible employees of the Company.

During the year under consideration no ESOP's were granted to any of the employees.

The statutory disclosures as mandated under the Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SBEB&SE Regulations and shareholder's resolution have been hosted on the website of the Company at www.erosmediaworld.com.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 March 2024, the Company has 9 subsidiaries. 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, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries and joint venture, its performance and financial position is provided in the prescribed Form AOC-1 attached to this Report as Annexure A.

None of the subsidiary companies except Copsale Limited (a British Virgin Island Company) and Colour Yellow Productions Private Limited are material subsidiary in terms of Regulation 16(c) of the SEBI Listing Regulations (as amended) and in accordance with Company's policy on "Determination of material subsidiaries", which is uploaded on the website of the Company at www.erosmediaworld.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 Registered 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. up to the date of the AGM of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered 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.erosmediaworld.com.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As reported in the previous year, Mrs. Urvashi Saxena (DIN: 02021303)) was appointed as an Non-Executive Independent Director for a term of Five (5) consecutive years from the conclusion of 29th AGM till the conclusion of 34nd AGM of the Company to be held in the calendar year 2028. Mr. Sagar Sadhwani (DIN: 03559502) was appointed as Non- Executive Non-Independent Director of the Company on the Board w.e.f 11 August 2023, liable to retire by rotation. Their appointment was approved by the Members at the 29th AGM held on 26th September 2023.

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Pradeep Dwivedi, Executive Director (DIN: 07780146) retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

As on the date of this report, apart from aforementioned appointment/ re-appointment of Directors, Mr. Dhirendra Swarup (DIN: 02878434) ceased to be the Independent Director of the Company w.e.f 27th September, 2024. The Board placed on record its gratitude for his valuable contributions during his tenure as a Director of the Company.

Mr. Sunil Lulla (DIN: 00243191) ceased to be the Vice Chairman and Managing Director of the Company w.e.f 31 July, 2024. The Board placed on record its gratitude for his valuable contributions during his tenure as a Director of the Company.

The Board of Directors on recommendation of the NRC appointed Mr. Arun Pawar (DIN: 03628719) as an Additional Non Executive Independent Director on the Board w.e.f. 05th December 2024, subject to approval of Members at this AGM. He shall hold office as Additional Director up to the date of this AGM and is eligible for appointment as a Director.

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 Managing Director, are liable to retire by rotation at the AGM of the Company.

The brief details of the Directors proposed to be appointed/ 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 AGM 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.

As on the date of this Report, Mr. Pradeep Dwivedi, Executive Director & CEO, Mr. Vijay Thaker, Executive Director and Chief Finance Officer (CFO), Mr. Akshay Atkulwar VP-Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51), read with Section 203 of the Act. Mr. Sunil Lulla resigned on 31st July 2024.

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

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1) (b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Board Meetings conducted during the year

The Board met Five (5) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Report.

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.erosmediaworld.com and are stated in brief in the Corporate Governance Report attached to and forming part of this Report.

SEBI Show Cause Matter

In June 2023, the company received an Interim Ex Parte Order from SEBI raising certain allegations and imposing certain restrictions on the company and some of its Directors, followed by a Confirmatory Order in October 2023. The Confirmatory Order stipulated that the investigation by SEBI shall be completed within a period of 6 months from the date of the Order.

In November 2023, the company filed an appeal with SAT seeking stay of the implementation and enforcement of the confirmatory order passed by SEBI seeking directions against SEBI from taking any coercive steps against the company. In June 2024, SAT order directed SEBI to issues show cause notices on merits, and conclude the matter. SEBI issued Show Cause Notice in July 2024 on which the company sought several clarifications and incremental information which are being provided in parts and the exchange of responses regarding the SCN is underway.

Presently, the company continues to comply with all stipulations of Ex-Parte/ Interim and Confirmatory orders, as on date, while seeking legal advisory and procedural recourse to submit responses and resolve the matter with the regulator expeditiously.

Annual Evaluation of Board, its Committees and Individual Directors

The Company has devised a Policy for performance evaluation of the Board, its 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 evaluation of the performance of the Board, its Committees and Individual Directors and Chairman. 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

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.erosmediaworld.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 to this Report as Annexure B hereto and forms part of this Report.

9. AUDITORS & AUDITORS' REPORT

Statutory Auditors

At the 28th Annual General Meeting of the Company, the Members approved the appointment of M/s. Haribhakti & Co. LLP Chartered Accountants (Firm Registration No. 103523W/ W100048) as the Statutory Auditors of the Company, to hold office for a period of 5 (five) years from the 28th Annual General Meeting of the Company till the conclusion of the 33rd Annual General Meeting of the Company, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Auditors' Report

The report given by Haribhakti & Co. LLP Chartered Accountants, Statutory Auditors on financial statements of the Company for FY24 is part of the Annual Report. The Statutory Auditors have qualified the Standalone and Consolidated Financials of the Company in their Statutory Audit Report. The explanations or comments by the Board on the Statutory Audit qualifications pursuant to Section 134(3)(f) of the Act and SEBI Listing Regulations are as follows:

On Standalone Financials:

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed C R Bhagwat & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31 March 2024 in the prescribed Form MR - 3 is attached to this Report as Annexure C, which is self-explanatory.

Internal Auditor

The Company has appointed M/s. Patni Mandhana & Associates as the Internal Auditor of the Company.

Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances of fraud committed against the Company by its officers or employees.

10. 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 attached to this Report as Annexure D.

11. LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made or guarantees given or security provided 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.

12. 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.erosmedia- world.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 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 2023-24 in terms of Section 188(1) of the Act and applicable Rules made thereunder, in the prescribed Form AOC-2 is attached to this Report as Annexure E.

All other contracts/arrangements/transactions with related parties, are in the usual 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.

13. WHISTLE BLOWER /VIGIL MECHANISM

Your 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.erosmediaworld.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.

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

Your Company has in place a formal policy for prevention of sexual harassment of its employees at workplace and the Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company conduct, from time to time, the awareness sessions on prevention of sexual harassment at workplace for its employees.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Furthermore, there was no pending compliant/ case at the beginning as well as ending of financial year.

15. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available on www.erosmediaworld.com.

16. INSURANCE

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

17. DEPOSITS

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).

18. DIRECTORS' RESPONSIBILITY STATEMENT

According to Section 134(5) of the Act, the Board to the best of their knowledge and based on the information and explanations received from your Company, confirms that:

a. the applicable Accounting Standards had been followed in the preparation of the annual accounts along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this 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. the proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

f. the system to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Your Company is into the business of 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.

The particulars of foreign currency earnings and outgo are as ^under:

(Rs. in lakhs)

20. INTERNAL FINANCIAL CONTROLS

Your Company maintains adequate and effective internal control systems which 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 Internal Auditors 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.

21. CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the SEBI Listing Regulations together with a Certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

23. CORPORATE SOCIAL RESPONSIBILTY

The disclosures on Corporate Social Responsibility activities, as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are reported in Annexure F forming part of this Report and is also available on the website of the Company at www.erosmediaworld.com.

24. RISK MANAGEMENT

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.

25. 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.

26. 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.

27. OTHER DISCLOSURES

• As on 31st March, 2024 There were no matters filed and/or pending against the Company under the Insolvency and Bankruptcy Code, 2016. During the year, four matters were disposed off, as settled and/or withdrawn. One other matter has also been settled between the parties, and a petition for withdrawal is to be filed soon. After the end of year and till the date of this report there were four matters filed and / or pending against the company under the insolvency and Bankruptcy code, 2016. The Company is either contesting and/or taking steps to settle the pending matters, as per legal advice.

• Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

• Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

28. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express their sincere appreciation for support and co-operation from the Banks, Financial Institutions, Members, 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.