UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549






FORM 20-F/A

Amendment No. 1






(Mark One)

|☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended March 31,
2015

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



|☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Commission file number: 001-36176






EROS INTERNATIONAL PLC

(Exact Name of Registrant as Specified in its
Charter)








Not Applicable

(Translation of Registrant’s name into
English)

Isle of Man

(Jurisdiction of Incorporation or Organization)






550 County Avenue

Secaucus, New Jersey 07094Tel: (201) 558 9001

(Address of Principal Executive Office)



Richard Vanderplank

Fort Anne, South Quay

Douglas, Isle of Man

Tel: (44) 1624 638 300

Email: law@cains.com

(Name, Telephone, E-mail/and/or Facsimile Number
and Address of Company Contact Person)

Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|                                               |  |                                                  
|---------------------------------------------- |  | -------------------------------------------------
|Title of
        each class                    |  | Name of each
        exchange on which registered
|A ordinary share, par value GBP 0.30 per share |  | The New York Stock Exchange                      

Securities registered or to be registered
pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)






Indicate the number of outstanding shares of each of the
issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

At March 31, 2015, 31,982,488 ‘A’ ordinary shares
and 25,555,220 ‘B’ ordinary shares, each at par value GBP 0.30 per share, were issued and outstanding.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes  ☑ No

If this report is an annual or transition report, indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. ☐ Yes  ☑ No

Note — Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.

Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☑ Yes  ☐ No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). ☑ Yes  ☐ No






Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act (check one):



| |  | Large accelerated filer ☐ |  | Accelerated filer ☑ |  | Non-accelerated filer ☐ |  | 
| |  | ------------------------- |  | ------------------- |  | ----------------------- |  | 

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:



| |  | U.S. GAAP ☐ |  | International Financial Reporting Standards as issued by the International Accounting Standards Board ☑ |  | Other ☐ |  | 
| |  | ----------- |  | ------------------------------------------------------------------------------------------------------- |  | ------- |  | 

If “Other” has been checked in response to the
previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item
17  ☐ Item 18

If this is an Annual Report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes  ☑ No












EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 20-F of
Eros International Plc (the “Company”) for the fiscal year ended March 31, 2015 (the “2015 Form 20-F”),
which was originally filed with the Securities and Exchange Commission on July 8, 2015, is being filed for the sole purpose of
amending Item 19 to include the certifications specified within instruction B(e) under “General Rules and Regulations That
Apply to this Form” and instructions 12 and 13 under “Instructions as to Exhibits” to Form 20-F. Amendment No.
1 speaks as of the filing date of the 2015 Form 20-F on July 8, 2015. Other than as expressly set forth above, this Amendment No.
1 does not, and does not purport to, amend, update or restate the information in any other item of the 2015 Form 20-F, or reflect
any events that have occurred after the 2015 Form 20-F was originally filed.











TABLE OF CONTENTS



EROS INTERNATIONAL PLC





|                                                                    |                                                                                  |     | Page
|------------------------------------------------------------------- | -------------------------------------------------------------------------------- | --- | ----
|PART I                                                              |                                                                                  |     |     
|ITEM
    1.                                                         | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
    AND ADVISERS                        |     | 1   
|ITEM
    2.                                                         | OFFER STATISTICS AND EXPECTED TIMETABLE                                          |     | 1   
|ITEM
    3.                                                         | KEY INFORMATION                                                                  |     | 1   
|ITEM
    4.                                                         | INFORMATION ON THE COMPANY                                                       |     | 24  
|ITEM
    4A.                                                        | UNRESOLVED STAFF COMMENTS                                                        |     | 53  
|ITEM
    5.                                                         | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                     |     | 53  
|ITEM
    6.                                                         | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                       |     | 67  
|ITEM
    7.                                                         | MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS                            |     | 79  
|ITEM
    8.                                                         | FINANCIAL INFORMATION                                                            |     | 82  
|ITEM
    9.                                                         | THE OFFER AND LISTING                                                            |     | 83  
|ITEM
    10.                                                        | ADDITIONAL INFORMATION                                                           |     | 84  
|ITEM
    11.                                                        | QUANTITATIVE AND QUALITATIVE DISCLOSURES
    ABOUT MARKET RISK                   |     | 92  
|ITEM
    12.                                                        | DESCRIPTION OF SECURITIES OTHER THAN
    EQUITY SECURITIES                       |     | 93  
|PART II                                                             |                                                                                  |     |     
|ITEM
    13.                                                        | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                  |     | 94  
|ITEM
    14.                                                        | MATERIAL MODIFICATIONS TO THE RIGHTS
    OF SECURITY HOLDERS AND USE OF PROCEEDS |     | 94  
|ITEM
    15.                                                        | CONTROLS AND PROCEDURES                                                          |     | 94  
|ITEM
    16A.                                                       | AUDIT COMMITTEE FINANCIAL EXPERT                                                 |     | 95  
|ITEM
    16B.                                                       | CODE OF ETHICS                                                                   |     | 95  
|ITEM
    16C.                                                       | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                           |     | 95  
|ITEM
    16D.                                                       | EXEMPTIONS FROM THE LISTING STANDARDS
    FOR AUDIT COMMITTEES                   |     | 95  
|ITEM
    16E.                                                       | PURCHASES OF EQUITY SECURITIES BY THE
    ISSUER AND AFFILIATED PURCHASERS       |     | 95  
|ITEM
    16F.                                                       | CHANGE IN REGISTRANT’S CERTIFYING
    ACCOUNTANT                                 |     | 95  
|ITEM
    16G.                                                       | CORPORATE GOVERNANCE                                                             |     | 96  
|ITEM
    16H.                                                       | MINE SAFETY DISCLOSURE                                                           |     | 96  
|PART III                                                            |                                                                                  |     |     
|ITEM
    17.                                                        | FINANCIAL STATEMENTS                                                             |     | 97  
|ITEM
    18.                                                        | FINANCIAL STATEMENTS                                                             |     | 97  
|ITEM
    19.                                                        | EXHIBITS                                                                         |     | 98  
|SIGNATURES                                                          |                                                                                  |     | 100 
|INDEX TO EROS INTERNATIONAL’S
    CONSOLIDATED FINANCIAL STATEMENTS |                                                                                  | F-1





iii







CONVENTIONS USED IN THIS ANNUAL REPORT



Unless otherwise indicated or required by the context, as used
in this annual report, the terms “Eros,” “we,” “us,” “our” and the “Company”
refer to Eros International Plc and all its subsidiaries that are consolidated under International Financial Reporting Standards,
or IFRS, as issued by the International Accounting Standards Board. Our fiscal year ends on March 31 of each year. When we
refer to a fiscal year, such as fiscal 2015 or FY 2015, we are referring to the fiscal year ended on March 31 of that year.
The “Founders Group” refers to Beech Investments Limited, Olympus Foundation, Arjan Lulla, Kishore Lulla and Vijay
Ahuja. “$” and “dollar” refer to U.S. dollars.



“High budget” films refer
to Hindi films with direct production costs in excess of $8.5 million and Tamil as well as Telugu films with direct production
costs in excess of $7.0 million, in each case translated at the historical average exchange rate for the applicable fiscal year.
“Low budget” films refer to both Hindi, Tamil and Telugu films with less than $1.0 million in direct production
costs, in each case translated at the historical average exchange rate for the applicable fiscal year. “Medium budget”
films refer to Hindi, Tamil and Telugu films within the remaining range of direct production costs. With respect to low budget
films, references to “film releases” refer to theatrical releases or, for films that we did not theatrically release,
to our initial DVD, digital or other non-theatrical exhibition.



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS



This annual report contains “forward-looking statements”
that are based on our current expectations, assumptions, estimates and projections about our company and our industry. The forward-looking
statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the
use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “will,” “project,” “seek,” “should” and similar expressions.
Those statements include, among other things, the discussions of our business strategy and expectations concerning our market
position, future operations, margins, profitability, liquidity and capital resources, tax assessment orders and future capital
expenditures. We caution you that reliance on any forward-looking statement inherently involves risks and uncertainties, and that
although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions
could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be materially
incorrect. These risks and uncertainties include but are not limited to:

| | · | our ability to successfully and cost-effectively source film content;
| | - | ---------------------------------------------------------------------

| | · | delays, cost overruns, cancellation or abandonment of the completion or release of our films;
| | - | ---------------------------------------------------------------------------------------------

| | · | our ability to predict the popularity of our films, or changing consumer tastes;
| | - | --------------------------------------------------------------------------------

| | · | our dependence on our relationships with theater operators and other industry participants to exploit our film content;
| | - | -----------------------------------------------------------------------------------------------------------------------

| | · | our ability to maintain existing rights, and to acquire new rights, to film content;
| | - | ------------------------------------------------------------------------------------

| | · | our dependence on the Indian box office success of our Hindi and high budget Tamil and Telugu films;
| | - | ----------------------------------------------------------------------------------------------------

| | · | our ability to recoup the full amount of box office revenues to which we are entitled due to underreporting of box office receipts
by theater operators;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | fluctuation in the value of the Indian Rupee against foreign currencies;
| | - | ------------------------------------------------------------------------

| | · | the monetary and fiscal policies of India and globally, inflation, deflation, unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | anonymous letters to regulators or business associates making allegations regarding our business practices, accounting practices
and/or officers and directors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | our ability to compete in the Indian film industry;
| | - | ---------------------------------------------------

| | · | the impact of a new amendment to accounting standards for revenue-based amortization
                                                                                                           methods and the recognition of revenue from contracts with customers;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | our ability to protect our intellectual property;
| | - | -------------------------------------------------

| | · | our ability to successfully respond to technological changes;
| | - | -------------------------------------------------------------

| | · | contingent liabilities that may materialize, including our exposure to liabilities on account of unfavorable judgments/decisions
in relation to legal proceedings involving us or our subsidiaries and certain of our directors and officers; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | regulatory changes in the Indian film industry and our ability to respond to them.
| | - | ----------------------------------------------------------------------------------



These and other factors are more fully discussed in “Part
I — Item 3. Key Information — D. Risk Factors,” “Part I — Item 5. Operating and Financial
Review and Prospects” and elsewhere in this annual report. In light of these and other uncertainties, you should not conclude
that we will necessarily achieve any plans, objectives or projected financial results referred to in any of the forward-looking
statements. Except as required by law, we do not undertake to release revisions of any of these forward-looking statements to
reflect future events or circumstances.



iv





PART I



ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS



Not applicable.



ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE



Not applicable.



ITEM 3. KEY INFORMATION



A. Selected Financial Data



The table set forth below presents our selected historical consolidated
financial data for the periods and at the dates indicated. The selected historical consolidated statement of income data for each
of the three years ended March 31, 2015 and the selected statement of financial position data as of March 31, 2015 and 2014 have
been derived from and should be read in conjunction with “Part I — Item 5. Operating and Financial Review and Prospects”
and our consolidated financial statements included elsewhere in this Annual Report on Form 20-F. The selected historical consolidated
statement of income data for each of the two years ended March 31, 2012 and 2011 and the selected historical statement of financial
position data as of March 31, 2013, 2012 and 2011 have been derived from audited consolidated financial statements not included
in this Annual Report on Form 20-F.



|                                           |  | Year ended March 31,                                                                          
|------------------------------------------ |  | ----------------------------------------------------------------------------------------------
|                                           |  | 2015                                                                                          
|                                           |  | (in thousands, except net income per share
    and weighted average number of ordinary shares)
|Selected Statement of Income Data          |  |                                                                                               
|Revenue                                    |  | $                                                                                             
|Cost of sales                              |  |                                                                                               
|Gross profit                               |  |                                                                                               
|Administrative costs                       |  |                                                                                               
|Operating profit                           |  |                                                                                               
|Net finance costs                          |  |                                                                                               
|Other losses                               |  |                                                                                               
|Profit before tax                          |  |                                                                                               
|Income tax expense                         |  |                                                                                               
|Net income (1)                             |  | $                                                                                             
|                                           |  |                                                                                               
|Net income per share                       |  |                                                                                               
|Basic                                      |  | $                                                                                             
|Diluted                                    |  | $                                                                                             
|                                           |  |                                                                                               
|Weighted average number of ordinary shares |  |                                                                                               
|Basic                                      |  |                                                                                               
|Diluted                                    |  |                                                                                               
|                                           |  |                                                                                               
|Other non-GAAP measures                    |  |                                                                                               
|EBITDA (2)                                 |  | $                                                                                             
|Adjusted EBITDA (2)                        |  | $                                                                                             



1







|                                                 |  | Year ended March 31,
|------------------------------------------------ |  | --------------------
|                                                 |  | 2015                
|                                                 |  | (in thousands)      
|Selected Statement of Financial Position Data:   |  |                     
|Cash and cash equivalents                        |  | $                   
|Goodwill                                         |  |                     
|Total assets                                     |  |                     
|                                                 |  |                     
|Debt:                                            |  |                     
|Current portion                                  |  |                     
|Long-term portion                                |  |                     
|Total liabilities                                |  |                     
|                                                 |  |                     
|Equity attributable to Eros International Plc    |  |                     
|Equity attributable to non-controlling interests |  |                     
|Total equity                                     |  | $                   



_______________

|(1) | References to “net income” in this document correspond to “profit for the period” or “profit for the year” line items in our consolidated financial statement appearing elsewhere in this document.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | We use EBITDA and Adjusted EBITDA as supplemental financial measures. EBITDA is defined by us as net income before interest expense, income tax expense and depreciation and amortization (excluding amortization of capitalized film content and debt issuance costs). Adjusted EBITDA is defined as EBITDA adjusted for impairments of available-for-sale financial assets, profit/loss on held for trading liabilities (including profit/loss on derivatives), transactions costs relating to equity transactions, and share based payments. EBITDA, as used and defined by us, may not be comparable to similarly-titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. EBITDA and Adjusted EBITDA provide no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures and working capital movement or tax position.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets forth the reconciliation of our net income to EBITDA and Adjusted EBITDA:



|                                                          |  | Year ended March 31,
|--------------------------------------------------------- |  | --------------------
|                                                          |  | 2015                
|                                                          |  | (in thousands)      
|Net income                                                |  | $                   
|Income tax expense                                        |  |                     
|Net finance costs                                         |  |                     
|Depreciation                                              |  |                     
|Amortization(a)                                           |  |                     
|EBITDA                                                    |  |                     
|Impairment of available-for-sale financial assets         |  |                     
|Transaction costs relating to equity transactions         |  |                     
|Net loss/(gain) on held for trading financial liabilities |  |                     
|Share based payments                                      |  |                     
|Adjusted EBITDA(b)                                        |  | $                   



_______________

|(a) |  | Includes only amortization of intangible assets other than intangible content assets.
|--- |  | -------------------------------------------------------------------------------------

|(b) |  | Consists of compensation costs, recognized with respect to all outstanding plans and all other equity settled instruments.
|--- |  | --------------------------------------------------------------------------------------------------------------------------



2







Our management team believes that EBITDA and Adjusted EBITDA
are useful to an investor in evaluating our results of operations because these measures:

| | · | are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation
of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets,
capital structure and the method by which assets were acquired, among other factors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital
structure from our operating structure; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | are used by our management team for various other purposes in presentations to our Board of Directors as a basis for strategic
planning and forecasting.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



However, there are significant limitations to using EBITDA
and Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring
items that materially affect our net income or loss, the lack of comparability of results of operations of different companies
and the different methods of calculating EBITDA and Adjusted EBITDA reported by different companies.



Exchange Rate Information



Our reporting currency is the U.S. dollar. Transactions in foreign
currencies are translated at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated into U.S. dollars at the exchange rates at the date of the applicable statement of financial position.
For the purposes of consolidation, all income and expenses are translated at the average rate of exchange during the period covered
by the applicable statement of income and assets and liabilities are translated at the exchange rate prevailing on the date of
the applicable statement of financial position. When the U.S. dollar strengthens against a foreign currency, the value of our sales
and expenses in that currency converted to U.S. dollars decreases. When the U.S. dollar weakens, the value of our sales and expenses
in that currency converted to U.S. dollars increases. Recently, there have been periods of higher volatility in the Indian Rupee
and U.S. dollar exchange rate. This volatility is illustrated in the table below for the periods indicated:



|            |                | Period End |  | Average(1) |       | High |  | Low
|----------- | -------------- | ---------- |  | ---------- | ----- | ---- |  | ---
|Fiscal Year |                |            |  |            |       |      |  |    
|            | 2011           |            |  |            | 44.54 |      |  |    
|            | 2012           |            |  |            | 50.89 |      |  |    
|            | 2013           |            |  |            | 54.52 |      |  |    
|            | 2014           |            |  |            | 60.35 |      |  |    
|            | 2015           |            |  |            | 62.58 |      |  |    
|            | Months         |            |  |            |       |      |  |    
|            | April 2014     |            |  |            | 60.34 |      |  |    
|            | May 2014       |            |  |            | 59.10 |      |  |    
|            | June 2014      |            |  |            | 60.15 |      |  |    
|            | July 2014      |            |  |            | 60.52 |      |  |    
|            | August 2014    |            |  |            | 60.68 |      |  |    
|            | September 2014 |            |  |            | 61.76 |      |  |    
|            | October 2014   |            |  |            | 61.40 |      |  |    
|            | November 2014  |            |  |            | 62.06 |      |  |    
|            | December 2014  |            |  |            | 63.12 |      |  |    
|            | January 2015   |            |  |            | 61.94 |      |  |    
|            | February 2015  |            |  |            | 61.81 |      |  |    
|            | March 2015     |            |  |            | 62.58 |      |  |    
|            | April 2015     |            |  |            | 63.52 |      |  |    
|            | May 2015       |            |  |            | 63.83 |      |  |    



|(1) | Represents the average of the U.S. dollar to Indian Rupee exchange
    rates on the last day of each month during the period for all fiscal years presented, and the average of the noon buying rate
    for all days during the period for all months presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



B. Capitalization and Indebtedness



Not Applicable.



C. Reason for the Offer and the Use of Proceeds



Not Applicable.



3





D. Risk Factors



This annual report contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements
as a result of a number of factors, including those described in the following risk factors and elsewhere in this annual report.
If any of the following risks actually occur, our business, financial condition and results of operations could suffer and the
trading price of our A ordinary shares could decline.



Risks Related to Our Business



We may fail to source adequate film content on favorable terms
or at all through acquisitions or co-productions, which could have a material and adverse impact on our business.



We generate revenues by exploiting Indian film content that we primarily
co-produce or acquire from third parties, and then distribute through various channels. Our ability to successfully enter into
co-productions and to acquire content depends on our ability to maintain existing relationships, and form new ones, with talent
and other industry participants.



The pool of quality talent in India is limited and as a result,
there is significant competition to secure the services of certain actors, directors, composers and producers, among others. Competition
can increase the cost of such talent, and hence the cost of film content. These costs may continue to increase, making it more
difficult for us to access content cost-effectively and reducing our ability to sustain our margins and maximize revenues from
distribution and exploitation. Further, we may be unable to successfully maintain our long-standing relationships with certain
industry participants and continue to have access to content and/or creative talent and may be unable to establish similar relationships
with new leading creative talent. If any such relationships are adversely affected, or we are unable to form new relationships
or our access to quality Indian film content otherwise deteriorates, or if any party fails to perform under its agreements or
arrangements with us, our business, prospects, financial condition and results of operations could be materially adversely affected.



Delays, cost overruns, cancellation or abandonment of the
completion or release of films may have an adverse effect on our business.



There are substantial financial risks relating to film production,
completion and release. Actual film costs may exceed their budgets and factors such as labor disputes, unavailability of a star
performer, equipment shortages, disputes with production teams or adverse weather conditions may cause cost overruns and delay
or hamper film completion. When a film we have contracted to acquire from a third party experiences delays or fails to be completed,
we may not recover advance monies paid for the proposed acquisition. When we enter into co-productions, we are typically responsible
for paying all production costs in accordance with an agreed upon budget and while we typically cap budgets in our contracts with
our co-producer, given the importance of ongoing relationships in our industry, longer-term commercial considerations may in certain
circumstances override strict contractual rights and we may feel obliged to fund cost over-runs where there is no contractual
obligation requiring us to do so. To date, we have completed one sole production, however it is expected that this will
increase in the coming years.



Production delays, failure to complete projects or cost overruns
could result in us not recovering our costs and could have a material adverse effect on our business, prospects, financial condition
and results of operations.



The popularity and commercial success of our films are subject
to numerous factors, over which we may have limited or no control.



The popularity and commercial success of our films depends on many
factors including, but not limited to, the key talent involved, the timing of release, the promotion and marketing of the film,
the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability
of alternative forms of entertainment, general economic conditions, the genre and specific subject matter of the film, its critical
acclaim and the breadth, timing and format of its initial release. We cannot predict the impact of such factors on any film, and
many are factors that are beyond our control. As a result of these factors and many others, our films may not be as successful
as we anticipate, and as a result, our results of operations may suffer.



We depend on our relationships with theater operators and
other industry participants to exploit our film content. Any disputes with multiplex operators in India could have a material adverse
effect on our ability or willingness to release our films as scheduled.



We generate revenues from the exploitation of Indian film content
in various distribution channels through agreements with commercial theater operators, in particular multiplex operators, and with
retailers, television operators, telecommunications companies and others. Our failure to maintain these relationships, or to establish
and capitalize on new relationships, could harm our business or prevent our business from growing, which could have a material
adverse effect on our business, prospects, financial condition and results of operations.

4







We have had disputes with multiplex operators in India that required
us to delay our film releases and disrupted our marketing schedule for future films. These disputes were subsequently settled pursuant
to settlement agreements that expired in June 2011. We now enter into agreements on a film-by-film and exhibitor-by-exhibitor basis
instead of entering into long-term agreements. To date, our film-by-film agreements have been on commercial terms that are no less
favorable than the terms of the prior settlement agreements; however, we cannot guarantee such terms can always be obtained. Accordingly,
without a long-term commitment from multiplex operators, we may be at risk of losing a substantial portion of our revenues derived
from our theatrical business. We may also have similar future disruptions in our relationship with multiplex operators, the operators
of single-screen theaters or other industry participants, which could have a material adverse effect on our business, prospects,
financial condition and results of operations. Further, the theater industry in India is rapidly growing and evolving and we cannot
assure you that we will be able to establish relationships with new commercial theater operators.



The success of our business depends on our ability to consistently
create and distribute filmed entertainment that meets the changing preferences of the broad consumer market both within India and
internationally.



Changing consumer tastes affect our ability to predict which films
will be popular with audiences in India and internationally. As we invest in a portfolio of films across a wide variety of genres,
stars and directors, it is highly likely that at least some of the films in which we invest will not appeal to Indian or international
audiences. Further, where we sell rights prior to release of a film, any failure to accurately predict the likely commercial success
of a film may cause us to underestimate the value of such rights. If we are unable to co-produce and acquire rights to films that
appeal to Indian and international film audiences or to accurately judge audience acceptance of our film content, the costs of
such films could exceed revenues generated and anticipated profits may not be realized. Our failure to realize anticipated profits
could have a material adverse effect on our business, prospects, financial condition and results of operations.



The popularity and commercial success of our films are subject
to numerous factors, over which we may have limited or no control.



The popularity and commercial success of our films depends on many
factors including, but not limited to, the key talent involved, the timing of release, the promotion and marketing of the film,
the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability
of alternative forms of entertainment, general economic conditions, the genre and specific subject matter of the film, its critical
acclaim and the breadth, timing and format of its initial release. We cannot predict the impact of such factors on any film, and
many are factors that are beyond our control. As a result of these factors and many others, our films may not be as successful
as we anticipate, and as a result, our results of operations may suffer.



Our ability to exploit our content is limited to the rights
that we acquire from third parties or otherwise own.



We have acquired over 90% of our film content through contracts
with third parties, which are primarily fixed-term contracts that may be subject to expiration or early termination. Upon expiration
or termination of these arrangements, content may be unavailable to us on acceptable terms or at all, including with respect to
technical matters such as encryption, territorial limitation and copy protection. In addition, if any of our competitors offer
better terms, we will be required to spend more money or grant better terms, or both, to acquire or extend the rights we previously
held. If we are unable to renew the rights to our film library on commercially favorable terms and to continue exploiting the existing
films in our library or other content, it could have a material adverse effect on our business, prospects, financial condition
and results of operations.



Based on our agreements in effect as of March 31, 2015, if we do
not otherwise extend or renew our existing rights, we anticipate the rights we currently license in Hindi and regional languages,
excluding our Kannada digital rights library for which we have perpetual rights subject to applicable copyright law, will expire as summarized in the table below.



|Term Expiration Dates   |  | HindiFilm Rights                                                                     |    | RegionalFilm Rights(1)
|----------------------- |  | ------------------------------------------------------------------------------------ | -- | ----------------------
|                        |  | (approximate percentage of films whoselicensed rights expire in theperiod indicated)
|Prior to March 31, 2020 |  |                                                                                      | 25 | %                     
|2021-2025               |  |                                                                                      | 50 |                       
|2026-2030               |  |                                                                                      | 9  |                       
|2031-2045               |  |                                                                                      | 3  |                       
|Perpetual(2)            |  |                                                                                      | 13 |                       



|(1) | Excludes the Kannada digital rights library.                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Subject to limitations imposed by Indian copyright law, which restricts the term to 60 years from the beginning of the calendar year following the year in which the film is released.



5







In addition, we typically only own certain rights for the exploitation
of content, which limits our ability to exploit content in certain media formats. In particular, we do not own the audio music
rights to the majority of the films in our library and to certain new releases. See “Part I—Item 4. Information on
the Company—Our Film Library” for detail regarding our rights. To the extent we do not own the music or other media
rights in respect of a particular film, we may only exploit content through those channels to which we do own rights, which could
have an adverse effect on our ability to generate revenue from a film and recover our costs from acquiring or producing content.



We depend on the Indian box office success of our Hindi and
high budget Tamil and Telugu films from which we derive a significant portion of our revenues.



In India, a relatively high percentage of a film’s overall
revenues are derived from theater box office sales and, in particular, from such sales in the first week of a film’s release.
Indian domestic box office receipts are also an indicator of a film’s expected success in other Indian and international
distribution channels. As such, poor box office receipts in India for our films, even for those films for which we obtain only
international distribution rights, could have a significant adverse impact on our results of operations in both the year of release
of the relevant films and in the future for revenues expected to be earned through other distribution channels. In particular,
we depend on the Indian box office success of our Hindi films and high budget Tamil and Telugu films.



We may not be paid the full amount of box office revenues
to which we are entitled.



We derive revenues from theatrical exhibition of our films by collecting
a specified percentage of box office receipts from multiplex and single screen theater operators. The Indian film industry continues
to lack full exhibitor transparency. There is limited independent monitoring of such data in India or the Middle East, unlike the
monitoring services provided by Rentrak in the United Kingdom and the United States. We therefore rely on theater operators and
our sub-distributors to report relevant information to us in an accurate and timely manner.



While some multiplex and single-screen operators have moved to a
digital distribution model that provides greater clarity on the number of screenings given to our films, other multiplex operators
and single-screen operators retain the traditional print model. We expect that our films will continue to be exhibited primarily
on screens that either do not have computerized tracking systems for box office receipts or screening information, or in relation
to which we do not have access to audit compliance data.



Because we do not have a reliable system to determine if our box
office receipts are underreported, box office receipts and sub-distribution revenues may be inadvertently or purposefully misreported
or delayed, which could prevent us from being compensated appropriately for exhibition of our films. If we are not properly compensated,
our business, prospects, financial condition and results of operations could be negatively impacted.



We incur significant costs to protect electronically
stored data and if our data is compromised despite this protection, we may incur additional costs, business interruption, lost
opportunities and damage to our reputation.



We collect and maintain information and data necessary for
conducting our business operations, which information includes proprietary and confidential data and personal information of our
customers and employees. Such information is often maintained electronically, which includes risks of intrusion, tampering, manipulation
and misappropriation. We implement and maintain systems to protect our digital data, but obtaining and maintaining these systems
is costly and usually requires continuous monitoring and updating for technological advances and change. Additionally, we sometimes
provide confidential, proprietary and personal information to third parties when required in connection with certain business
and commercial transactions. For instance, we have entered into an agreement with a third party vendor to assist in processing
employee payroll, and they receive and maintain confidential personal information regarding our employees. We take precautions
to try to ensure that such third parties will protect this information, but there remains a risk that the confidentiality of any
data held by third parties may be compromised. If our data systems, or those of our third party vendors and partners, are compromised,
there may be negative effects on our business including a loss of business opportunities or disclosure of trade secrets. If the
personal information we maintain is tampered with or misappropriated, our reputation and relationships with our partners and customers
may be adversely affected, and we may incur significant costs to remediate the problem and prevent future occurrences.



6







A downturn in the Indian and international economies or instability
in financial markets, including a decreased growth rate and increased Indian price inflation, could materially and adversely affect
our results of operations and financial condition.



Global economic conditions may negatively impact consumer spending.
Prolonged negative trends in the global or local economies can adversely affect consumer spending and demand for our films and
may shift consumer demand away from the entertainment we offer. According to the International Monetary Fund’s “Asia:
Stabilising and Outperforming other Regions,” published on May 6, 2015, the GDP growth rate of India is projected to
pick up from 7.2% in 2014-2015 to 7.5% in 2015-2016 and 2016-2017. The Central Statistics Office has estimated that the growth
rate in GDP in the 12 month period ended March 31, 2015 was 7.3% over the corresponding period of the previous year (Source:
Press release dated May 29, 2015 on “Provisional Estimates of Annual National Income, 2014-15 and Quarterly Estimates of
Gross Domestic Product, 2014-15” released by the Ministry of Statistics and Programme Implementation, Government of India).



A decline in attendance at theaters may reduce the revenues we generate
from this channel, from which a significant proportion of our revenues are derived. If the general economic downturn continues
to affect the countries in which we distribute our films, discretionary consumer spending may be adversely affected, which would
have an adverse impact on demand for our theater, television and digital distribution channels. Economic instability and the continuing
weak economy in India may negatively impact the Indian box office success of our Hindi and Tamil films, on which we depend for
a significant portion of our revenues.



Further, a sustained decline in economic conditions could result
in closure or downsizing by, or otherwise adversely impact, industry participants on whom we rely for content sourcing and distribution.
Any decline in demand for our content could have a material adverse effect on our business, prospects, financial condition and
results of operations. In addition, global financial uncertainty has negatively affected the Indian financial markets.



Continued financial disruptions may limit our ability to obtain
financing for our films. For example, any adverse revisions to India’s credit ratings for domestic and international debt
by domestic or international rating agencies may adversely impact our ability to raise additional financing and the interest rates
and other commercial terms at which such additional financing is available. Any such event could have a material adverse effect
on our business, prospects, financial condition and results of operations. India has recently experienced fluctuating wholesale
price inflation compared to historical levels. An increase in inflation in India could cause a rise in the price of wages, particularly
for Indian film talent, or any other expenses that we incur. If this trend continues, we may be unable to accurately estimate or
control our costs of production. Because it is unlikely we would be able to pass all of our increased costs on to our customers,
this could have a material adverse effect on our business, prospects, financial condition and results of operations.



Fluctuation in the value of the Indian Rupee against foreign
currencies could materially and adversely affect our results of operations, financial condition and ability to service our debt.



While a significant portion of our revenues are denominated in Indian
Rupees, certain contracts for our film content are or may be denominated in foreign currencies. Additionally, we report our financial
results in U.S. dollars and most of our debt is denominated in U.S. dollars. We expect that the continued volatility in the value
of the Indian Rupee against foreign currency will continue to have an impact on our business. The Indian Rupee experienced an approximately
10.7% drop in value as compared to the U.S. dollar in fiscal 2014. In fiscal 2015 the drop was 3.7%. In November 2014, the Indian
Rupee had dropped as much as 5.6% relative to the U.S. dollar from the beginning of fiscal 2015. Since the end of fiscal 2015 to
the end of May 2015 the Indian Rupee has experienced a 2.0% decline. Changes in the growth of the Indian economy and the continued
volatility of the Indian Rupee, may adversely affect our business.



Further, at the end of fiscal 2015, $173.2 million, or 55.0%
of our debt, was denominated in U.S. dollars, and we may not generate sufficient revenue in U.S. dollars to service all of our
U.S. dollar-denominated debt. Consequently, we may be required to use revenues generated in Indian Rupees to service our U.S.
dollar-denominated debt. Any devaluation or depreciation in the value of the Indian Rupee, compared to the U.S. dollar, could
adversely affect our ability to service our debt. See “Item 3. Key Information — C. Selected Financial Data —
Exchange Rates” for historical exchange rates between Indian Rupees and U.S. dollars.



7







Although we have not historically done so, we may, from time to
time, seek to reduce the effect of exchange rate fluctuations on our operating results by purchasing derivative instruments such
as foreign exchange forward contracts to cover our intercompany indebtedness or outstanding receivables. However, we may not be
able to purchase contracts to insulate ourselves adequately from foreign currency exchange risks. In addition, any such contracts
may not perform effectively as a hedging mechanism. See “Item 5. Operating and Financial Review and Prospects — Exchange
Rates” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Risk.”



We face increasing competition with other films for movie
screens, and our inability to obtain sufficient distribution of our films could have a material adverse effect on our business.



A substantial majority of the theater screens in India are typically
committed at any one time to a limited number of films, and we compete directly against other producers and distributors of Indian
films in each of our distribution channels. If the number of films released in the market as a whole increases it could create
excess supply in the market, in particular at peak theater release times such as school and national holidays and during festivals,
which would make it more difficult for our films to succeed.



Where we are unable to ensure a wide release for our films, or where
we are unable to provide theater operators with sufficient prints of our films to allow them to maximize screenings in the first
week of a film’s release, it may have an adverse impact on our revenues. Further, failure to release during peak periods,
or the inability to book sufficient screens, could cause us to miss potentially higher gross box-office receipts and/or affect
subsequent revenue streams, which could have a material adverse effect on our business, prospects, financial condition and results
of operations.



We face increasing competition from other forms of entertainment,
which could have a material adverse effect on our business.



We also compete with all other sources of entertainment and information
delivery, including television, the internet and sporting events such as the Indian Premier League, for cricket.



Technological advancements such as VOD, mobile and internet streaming
and downloading have increased the number of entertainment and information delivery choices available to consumers and have intensified
the challenges posed by audience fragmentation. The increasing number of choices available to audiences could negatively impact
consumer demand for our films, and there can be no assurance that occupancy rates at theaters or demand for our other distribution
channels will not fall.



Competition within the Indian film industry is growing rapidly,
and certain of our competitors are larger, have greater financial resources and are more diversified.



The Indian film industry’s rapid growth is changing the competitive landscape, increasing competition
for content, talent and release dates. Growth in the Indian film industry has attracted foreign industry participants and competitors,
such as Sony Pictures, Viacom Inc., The Walt Disney Company and 21st Century Fox, many of which are substantially larger and have
greater financial resources, including competitors that own their own theaters and/or television networks. These larger competitors
may have the ability to spend additional funds on production of new films, which may require us to increase our production budgets
beyond what we originally anticipated in order to compete effectively. In addition, these competitors may use their financial resources
to gain increased access to movie screens and enter into exclusive content arrangements with key talent in the Indian film industry.
Unlike some of these major competitors that are part of larger diversified corporate groups, we derive substantially all of our
revenue from our film entertainment business. If our films fail to perform to our expectations we are likely to face a greater
adverse impact than would a more diversified competitor. In addition, other larger entertainment distribution companies may have
larger budgets to exploit growing technological trends. If we are unable to compete with these companies effectively, our business
prospects, results of operations and financial condition could suffer. With generally increasing budgets of Hindi, Tamil and Telugu
films, we may not have the resources to distribute the same level of films as competitors with greater financial strength.



Piracy of our content, including digital and internet piracy,
may adversely impact our revenues and business.



Our business depends in part on the adequacy, enforceability and
maintenance of intellectual property rights in the entertainment products and services we create. Motion picture piracy is extensive
in many parts of the world and is made easier by technological advances and the conversion of motion pictures into digital formats.
This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures in theatrical
release on DVDs, CDs and Blu-ray discs, from pay-per-view through set top boxes and other devices and through unlicensed broadcasts
on free television and the internet.



8







Although DVD and CD sales represent a relatively small portion
of Indian film and music industry revenues, the proliferation of unauthorized copies of these products results in lost revenue
and significantly reduced pricing power, which could have a material adverse effect on our business, prospects, financial condition
and results of operations. In particular, unauthorized copying and piracy are prevalent in countries outside of the United States,
Canada and Western Europe, including India, whose legal systems may make it difficult for us to enforce our intellectual property
rights and in which consumer awareness of the individual and industry consequences of piracy is lower. With broadband connectivity
improving, 3G internet penetration increasing and the advent of 4G in India, digital piracy of our content is an increasing
risk.



In addition, the prevalence of third-party hosting sites and a large
number of links to potentially pirated content make it difficult to effectively monitor and prevent digital piracy of our content.
Existing copyright and trademark laws in India afford only limited practical protection and the lack of internet-specific legislation
relating to trademark and copyright protection creates a further challenge for us to protect our content delivered through such
media. According to FICCI Report 2013, it is estimated that the Indian film industry loses as much as $1.1 billion annually due
to piracy. Additionally, we may seek to implement elaborate and costly security and anti-piracy measures, which could result in
significant expenses and revenue losses. Even the highest levels of security and anti-piracy measures may fail to prevent piracy.



We may be unable to adequately protect or continue to use
our intellectual property. Failure to protect such intellectual property may negatively impact our business.



We rely on a combination of copyrights, trademarks, service marks
and similar intellectual property rights to protect our name and branded products. The success of our business, in part, depends
on our continued ability to use this intellectual property in order to increase awareness of the Eros name. We attempt to protect
these intellectual property rights through available copyright and trademark laws. Despite these precautions, existing copyright
and trademark laws afford only limited practical protection in certain countries, and the actions taken by us may be inadequate
to prevent imitation by others of the Eros name and other Eros intellectual property. In addition, if the applicable laws in these
countries are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed,
our ability to generate revenue from our intellectual property may decrease, or the cost of obtaining and maintaining rights may
increase.



Further, many existing laws governing property ownership, copyright
and other intellectual property issues were adopted before the advent of the internet and do not address the unique issues associated
with the internet, personal entertainment devices and related technologies, and new interpretations of these laws in response to
emerging digital platforms may increase our digital distribution costs, require us to change business practices relating to digital
distribution or otherwise harm our business. We also distribute our branded products in some countries in which there is no copyright
or trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our branded products
or certain portions or applications of our branded products, which could have a material adverse effect on our business, prospects,
results of operations and financial condition. If we fail to register the appropriate copyrights, trademarks or our other efforts
to protect relevant intellectual property prove to be inadequate, the value of the Eros name could be harmed, which could adversely
affect our business and results of operations.



We may be unable to continue to use the domain names that
we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to or otherwise
decrease the value of our brand or our trademarks or service marks.



We have registered several domain names for websites
that we use in our business, such as erosplc.com and erosentertainment.com, and although our Indian subsidiaries
currently own over 55 registered trademarks, we have not obtained a registered trademark for any of our domain names. If
we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration or any
other cause, we may be forced to market our products under a new domain name, which could cause us to lose users of our websites,
or to incur significant expense in order to purchase rights to such a domain name. In addition, our competitors and others could
attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered
in the United States, India and elsewhere.



We may be unable to prevent third parties from acquiring
and using domain names that infringe on, are similar to or otherwise decrease the value of our brand, trademarks or service marks.
Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion
of management’s attention.



9







Litigation may be necessary to enforce our intellectual property
rights or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or
invalidity. Regardless of the validity or the success of the assertion of any claims, we could incur significant costs and diversion
of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse
effect on our business and results of operations. Our services and products could infringe upon the intellectual property rights
of third parties.



Other parties, including our competitors, may hold or obtain patents,
trademarks, copyright protection or other proprietary rights with respect to their previously developed films, characters, stories,
themes and concepts or other entertainment, technology and software or other intellectual property of which we are unaware. In
addition, the creative talent that we hire or use in our productions may not own all or any of the intellectual property that they
represent they do, which may instead be held by third parties. Consequently, the film content that we produce and distribute or
the software and technology we use may infringe the intellectual property rights of third parties, and we frequently have infringement
claims asserted against us. Any claims or litigation, justified or not, could be time-consuming and costly, harm our reputation,
require us to enter into royalty or licensing arrangements that may not be available on acceptable terms or at all or require us
to undertake creative changes to our film content or source alternative content, software or technology. Where it is not possible
to do so, claims may prevent us from producing and/or distributing certain film content and/or using certain technology or software
in our operations. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and
results of operations.



Our ability to remain competitive may be adversely affected
by rapid technological changes and by an inability to access such technology.



The Indian film entertainment industry continues to undergo significant
technological developments, including the ongoing transition from film to digital media. We may be unsuccessful in adopting new
digital distribution methods or may lose market share to our competitors if the methods that we adopt are not as technologically
sound, user-friendly, widely accessible or appealing to consumers as those adopted by our competitors. For example, our on-demand
entertainment portal accessible via internet-enabled devices, Eros Now, may not achieve the desired growth rate.



Further, advances in technologies or alternative methods of product
delivery or storage, or changes in consumer behavior driven by these or other technologies, could have a negative effect on our
home entertainment market in India. If we fail to successfully exploit digital and other emerging technologies, it could have a
material adverse effect on our business, prospects, financial condition and results of operations.



We are currently migrating to an SAP ERP system, which could
substantially disrupt our business, and our failure to successfully integrate our IT systems across our international operations
could result in substantial costs and diversion of resources and management attention.



We are currently in the process of migrating to an SAP ERP system
to replace several of our existing IT systems. We have completed this accounting migration in India, but the process is ongoing
in the rest of the world and the implementation has been delayed.



Also we have not yet integrated supporting modules into the SAP
ERP system, such as a module to manage our film library. This integration and migration may lead to unforeseen complications and
expenses, and our failure to efficiently integrate and migrate our IT systems could substantially disrupt our business. We will
implement further modules within SAP ERP once the initial worldwide integration has been completed. The SAP ERP system will be
implemented globally in our different office locations and will need to accommodate our multilingual operations, resulting in further
difficulties in such implementation. Our failure to successfully integrate our IT systems across our international operations could
result in substantial costs and diversion of resources and management attention, which could harm our business and competitive
position.



The music industry is highly competitive and many of our competitors
in the music industry focus more exclusively on music distribution and have greater resources than we have.



The music industry, including the market for music licensing and
related services in the film and broadcast industry, is intensely competitive. Many companies focus exclusively on music distribution
and have greater resources and a larger depth and breadth of library, distribution capabilities and current repertoire than we
do. We expect competition to persist and to intensify as the markets for Indian music continue to develop and as additional competitors
enter the Indian music industry. To remain competitive, we may be forced to reduce our prices and increase costs which may
have a negative impact on our financial condition and results of operations.



Our business and activities
are regulated by the Competition Act.



The Competition Act, 2002, or the Competition Act, prohibits practices
that could have an appreciable adverse effect on competition in India. Under the Competition Act, any arrangement, understanding
or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India
is void and may result in substantial penalties and compensation to be paid to persons shown to have suffered losses. Any agreement
among competitors which directly or indirectly determines purchase or sale prices, results in bid rigging or collusive bidding,
limits or controls production, supply, markets, technical development, investment or the provision of services, or shares the market
or source of production or provision of services in any manner, including by way of allocation of geographical area or types of
goods or services or number of customers in the market, is presumed to have an appreciable adverse effect on competition. Further,
the Competition Act prohibits the abuse of a dominant position by any enterprise either directly or indirectly, including by way
of unfair or discriminatory pricing or conditions in the sale of goods or services, using a dominant position in one relevant market
to enter into, or protect, another relevant market, and denial of market access, and such practices are subject to substantial
penalties and may also be subject to compensation for losses and orders to divide the enterprise.



10







If we or any member of our group, including Eros International
Media Limited (“Eros India”), are further affected, directly or indirectly, by the application or interpretation of
any provision of the Competition Act, or any enforcement proceedings initiated by, or claims made to the Competition Commission
of India or any other similar authority, our business, results of operations and reputation may be materially and adversely affected.



Acquisitions, mergers and amalgamations which exceed certain revenue
and asset thresholds require prior approval by the Competition Commission of India. Any such acquisitions, mergers or amalgamations
which have an appreciable adverse effect on competition in India are prohibited and void. There can be no assurance that we will
be able to obtain approval for such future transactions on satisfactory terms, or at all.



Our financial condition and results of operations fluctuate
from period to period due to film release schedules and other factors and may not be indicative of results for future periods.



Our financial condition and results of operations for any period
fluctuate due to film release schedules in that period, none of which we can predict with reasonable certainty. Theater attendance
in India has traditionally been highest during school holidays, national holidays and during festivals, and we typically aim to
release big-budget films at these times. This timing of releases also takes account of competitor film releases, Indian Premier
League cricket matches and the timing dictated by the film production process. As a result, our quarterly results can vary from
one year to the next, and the results of one quarter are not necessarily indicative of results for the next or any future quarter.
Additionally, the distribution window for the theatrical release of films, and the window between the theatrical release and distribution
in other channels, have each been compressing in recent years and may continue to change. Further shortening of these periods could
adversely impact our revenues if consumers opt to view a film on one distribution platform over another, resulting in the cannibalizing
of revenues across distribution platforms. Additionally, because our revenue and operating results are seasonal in nature due to
the impact of the timing of new releases, our revenue and operating results may fluctuate from period to period, and which could
have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.



Our accounting practices and management judgments may accentuate
fluctuations in our annual and quarterly operating results and may not be comparable to other film entertainment companies.



For first release film content, we use a stepped method of amortization
and a first 12 months amortization rate based on management’s judgment taking into account historic and expected
performance, typically amortizing 50% of the capitalized cost together with print and advertising costs for high budget films
released during or after fiscal 2015, and 40% of the capitalized cost together with print and advertising costs for all other
films, in the first 12 months of their initial commercial exploitation, and then the balance evenly over the lesser of the term
of the rights held by us and nine years. Management determined to adjust the first-year amortization rate for high budget films
because of the high contribution of theatrical revenue. Similar management judgment taking into account historic and expected
performance is used to apply a stepped method of amortization on a quarterly basis within the first 12 months, within the overall
parameters of the annual amortization.



Typically 25% of capitalized cost together with print and advertising
costs for high budget films released during or after fiscal 2015, and 20% of capitalized cost together with print and advertising
costs for all other films, is amortized in the initial quarter of their commercial exploitation. In fiscal 2009 and fiscal years
prior to 2009, the balance of capitalized film content costs were amortized evenly over a maximum of four years rather than nine.
Because management exercises its judgment regarding amortization amounts, our amortization practices may not be comparable to other
film entertainment companies. In the case of film content that we acquire after its initial exploitation, commonly referred to
as library, amortization is spread evenly over the lesser of ten years after our acquisition or our license period. At least annually,
we review film and content rights for indications of impairment in accordance with IAS 36: Impairment of Assets, an International
Accounting Standard, or IAS.



The
pattern and amount by which we report amortization of our film content may be significantly impacted by a new amendment to accounting
standards for revenue-based amortization methods.



In May 2014, the IASB published
an amendment to IAS 38 Intangible Assets (“IAS 38”), which establishes the principle for the basis of amortization
of intangible assets as being the expected pattern of consumption of the future economic benefits of an asset.  The IASB clarified
that the use of revenue-based methods to calculate the amortization of an asset is not generally considered appropriate because
revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the
economic benefits embodied in the asset.  The IASB also clarified that revenue is generally presumed to be an inappropriate
basis for measuring the consumption of the economic benefits embodied in an intangible asset, but the presumption can be rebutted
in certain limited circumstances.  The amendment to IAS 38 will be effective for our fiscal 2017.



Because the amendment to IAS 38 has not yet been implemented widely, we cannot predict how it will impact our amortization policy for our films and the timing
and amounts in which we will recognize our amortization expense under the new standard.  The amendment to IAS 38 affects
all IFRS reporting companies that currently amortize their intangible assets based on expectations for revenue over the income
generating life of the asset, and we are not aware of any such media companies that have yet determined the impact of the amendment
on their results of operations.  The amendment to IAS 38 may also require us to gather additional information from third
party sources, which we do not presently do, to implement an appropriate policy and monitor amortization. When the amendment becomes
effective, it may have a significant impact on our consolidated financial statements and results of operations.



11







The amount of revenue which we report may be impacted
by a new accounting standard dealing with revenue from customers.



In May 2014, the IASB issued IFRS 15 Revenue from Contracts with
Customers (“IFRS 15”). This standard provides a single, principle-based five-step model to be applied to all contracts
with customers. Guidance is provided on topics such as the point at which revenue is recognized, accounting for variable consideration,
costs of fulfilling and obtaining a contract and various other related matters. IFRS 15 also introduced new disclosure requirements
with respect to revenue. The five steps in the model under IFRS 15 are:



| | (i) | identify the contract with the customer;
| | --- | ----------------------------------------

| | (ii) | identify the performance obligations in the contract;
| | ---- | -----------------------------------------------------

| | (iii) | determine the transaction price;
| | ----- | --------------------------------

| | (iv) | allocate the transaction price to the performance obligations in the contracts; and
| | ---- | -----------------------------------------------------------------------------------

| | (v) | recognize revenue when (or as) the entity satisfies a performance obligation.
| | --- | -----------------------------------------------------------------------------



IFRS 15 is effective for
fiscal years beginning on or after January 1, 2017.



Because the amendment to IFRS 15 has only recently been published
and not yet implemented widely, we cannot yet predict how it will impact our revenues under the
new standard.  The amendment to IFRS 15 affects all IFRS reporting companies. When the amendment becomes effective, it may
have an impact on our consolidated financial statements and results of operations.



If we fail to achieve or maintain an effective system of internal
control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely
affected.



When we cease to qualify as an “emerging growth company”
under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we will become subject to additional requirements under
the Sarbanes-Oxley Act (“SOX Act”), including Section 404(b) of the SOX Act which will require our independent registered
public accounting firm attest to and report on management’s assessment of the effectiveness of our internal control over
financial reporting. However, because we qualify as an “emerging growth company” under the JOBS Act, these attestation
requirements do not apply to us for up to five years after November 18, 2013, the date of our initial public offering in the U.S.,
unless we cease to qualify as an “emerging growth company.” Our management began providing a report on the effectiveness
of our internal control over financial reporting with this Annual Report on Form 20-F. Our management may conclude in future
years, that our internal controls are not effective. Moreover, even if our management concludes that our internal control over
financial reporting is effective, our independent registered public accounting firm may disagree and may decline to attest to
our management’s assessment or may issue an adverse opinion. If we identify additional control deficiencies as a result
of the assessment process in the future, we may be unable to conclude that we have effective internal controls over financial
reporting, which are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result,
our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor
confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the market
price of our A ordinary shares. In preparing the consolidated financial statements for our fiscal 2014 Annual Report, a significant
deficiency in our internal control over financial control was identified regarding the accuracy of checks received pending deposit
with banks. We have since remedied such significant deficiency.



Our revenue is subject to significant variation based on the
timing of certain licenses and contracts we enter into that may account for a large portion of our revenue in the period in which
it is completed, which could adversely affect our operating results.



From time to time, we license film content rights to a group of
films pursuant to a single license that constitutes a large portion of our revenue for the fiscal year in which the revenue from
the license is recognized. The timing and size of similar licenses subjects our revenue to uncertainties and variability from period
to period, which could adversely affect our operating results. We expect that we will continue to enter into licenses with customers
that may represent a significant concentration of our revenues for the applicable period and we cannot guarantee that these revenues
will recur.



We intend to premier some of our high budget Hindi
films on Eros Now, which may reduce the revenue we receive from television pre-sales on those films, which may reduce the amount
of our production cost we recoup prior to a film’s release.



Television pre-sales in India are an important factor in
enhancing revenue predictability for our business and are part of our diversification strategy to mitigate risks of cash flow
generation.  In fiscal 2014, we recouped 43% to 73% of our production cost of high budget Hindi films and over 100% of
our production cost of high budget Tamil and Telugu films through pre-sales contractual commitments.  In 2015, we
recouped 100% of our direct production cost of the one Telugu film released through contractual commitments prior to the
film’s release, and we recouped 91% and 95% of our direct production cost of each of the two Tamil films released
through contractual commitments prior to the films’ releases.  In the case of one Hindi film we recouped 63% of
the direct production cost through pre-sales. In the case of the remaining two Hindi high budget films released in the third
and fourth quarter of fiscal 2015, we did not pre-sell our television rights in order to be able to premiere the films on
Eros Now in July 2015 to coincide with the marketing launch of Eros Now prior to the television window. We currently expect
to resume television pre-sales of our high budget Hindi films like in past years, even though   some of these films will
continue to premiere on Eros Now prior to airing on television.



Because we intend to premier some of our high-budget Hindi
films on Eros Now, we may receive less revenue from our television pre-sales of those films, which could reduce the amount of
the production costs we can recoup prior to a film’s release.



We have entered into certain related party transactions and
may continue to rely on our founders for certain key development and support activities.



We have entered, and may continue to enter, into transactions with
related parties. We also rely on the Founders Group, which consists of Beech Investments, Arjan Lulla, Kishore Lulla and Vijay
Ahuja and associates and enterprises controlled by certain of our directors and key management personnel for certain key development
and support activities. While we believe that the Founders Group’s interests are aligned with our own, such transactions
may not have been entered into on an arm’s-length basis, and we may have achieved more favorable terms had such transactions
been entered into with unrelated parties. If future transactions with related parties are not entered into on an arm’s-length
basis, our business may be materially harmed.

12







Further, because certain members of the Founders Group are controlling
shareholders of, or have significant influence on, both us and our related parties, conflicts of interest may arise in relation
to dealings between us and our related parties and may not be resolved in our favor. For further information, see “Part I
— Item 7. Major Shareholders and Related Party Transactions.”



We may encounter operational and other problems relating to
the operations of our subsidiaries, including as a result of restrictions in our current shareholder agreements.



We operate several of our businesses through subsidiaries. Our
financial condition and results of operations significantly depend on the performance of our subsidiaries and the income we
receive from them. Our business may be adversely affected if our ability to exercise effective control over our non-wholly
owned subsidiaries is diminished in any way. Although we control these subsidiaries through direct or indirect ownership of a
majority equity interest or the ability to appoint the majority of the directors on the boards of such companies, unanimous
board approval is required for major decisions relating to certain of these subsidiaries. To the extent there are
disagreements between us and our various minority shareholders regarding the business and operations of our non-wholly owned
subsidiaries, we may be unable to resolve them in a manner that will be satisfactory to us. Our minority shareholders
may:

| | · | be unable or unwilling to fulfill their obligations, whether of a financial nature or otherwise;
| | - | ------------------------------------------------------------------------------------------------

| | · | have economic or business interests or goals that are inconsistent with ours;
| | - | -----------------------------------------------------------------------------

| | · | take actions contrary to our instructions, policies or objectives;
| | - | ------------------------------------------------------------------

| | · | take actions that are not acceptable to regulatory authorities;
| | - | ---------------------------------------------------------------

| | · | have financial difficulties; or
| | - | -------------------------------

| | · | have disputes with us.
| | - | ----------------------



Any of these actions could have a material adverse effect on our
business, prospects, financial condition and results of operations.



Additionally, we have entered into shareholder agreements with
third party shareholders of two of our non-wholly-owned subsidiaries, Big Screen Entertainment, and Ayngaran International
Limited (“Ayngaran”), and have signed a term sheet to enter into a shareholder’s agreement with Colour Yellow
Productions, and may enter into similar agreements. These agreements contain various restrictions on our rights in relation
to these entities, including restrictions in relation to the transfer of shares, rights of first refusal, reserved board matters
and non-solicitation of employees by us. We may also face operational limitations due to restrictive covenants in such shareholder
agreements. In addition, under the terms of our shareholder agreement in relation to Big Screen Entertainment, disputes between
partners are required to be submitted to arbitration in Mumbai, India. These restrictions in our current shareholder agreements,
and any restrictions of a similar or more onerous nature in any new or amended agreements into which we may enter, may limit our
control of the relevant subsidiary or our ability to achieve our business objectives, as well as limiting our ability to realize
value from our equity interests, any of which could have a material adverse effect on our business, prospects, financial condition
and results of operations.



Some of the parties to the shareholder agreements and with whom
we have signed term sheets are companies that have duties to their own shareholders, and the interests of these shareholders
with respect to the operation of Big Screen Entertainment, Colour Yellow Productions and Ayngaran may not be aligned with your
interests. As a result, although we own a majority of the ownership interest in each of Big Screen Entertainment, Ayngaran and
50% of the shareholding of Colour Yellow Productions, taking actions that require approval of the minority shareholders (or
their representative directors), such as entering into related party transactions, selling material assets and entering into material
contracts, may be more difficult to accomplish.



We depend on the services of senior management.



We have, over time, built a strong team of experienced professionals
on whom we depend to oversee the operations and growth of our businesses. We believe that our success substantially depends on
the experience and expertise of, and the longstanding relationships with key talent and other industry participants built by, our
senior management. Any loss of our senior management, any conflict of interest that may arise for such management or the inability
to recruit further senior managers could impede our growth by impairing our day-to-day operations and hindering development of
our business and our ability to develop, maintain and expand relationships, which would have a material adverse effect on our business,
prospects, financial condition and results of operations.



In recent years, we have experienced additions to our senior management
team, and our success depends in part on our ability to successfully integrate these new employees into our organization. Since
2012, we have hired several members of senior management and have added new directors. In May 2015 we announced the departure
of Andrew Heffernan, who was our Group Chief Financial Officer since 2006, from the Company and the joining of Prem Parameswaran
as Group Chief Financial Officer and President North America operations. We anticipate the need to hire additional members in
senior management in connection with the expansion of our digital business. While some members of our senior management
have entered into employment agreements that contain non-competition and non-solicitation provisions, these agreements may not
be enforceable in the Isle of Man, India or the United Kingdom, whose laws govern these agreements or where our members of senior
management reside. Even if enforceable, these non-competition and non-solicitation provisions are for limited time periods.

13







Some viewers or civil society organizations may find our film
content objectionable.



Some viewers or civil society organizations
in India or other countries may object to film content produced or distributed by us based on religious, political, ideological
or any other positions held by such viewers. This applies in particular, to content that is graphic in nature, including violent
or romantic scenes and films that are politically oriented or targeted at a segment of the film audience. Viewers or civil society
organizations, including interest groups, political parties, religious or other organizations may assert legal claims, seek to
ban the exhibition of our films, protest against us or our films or object in a variety of other ways. For instance, in relation
to the film Goliyon Ki Rasleela - Ram-Leela, certain civil and criminal proceedings had been initiated in various local
courts in India in and around 2013,including arrest
warrants against Mr. Kishore Lulla and others involved in the making of this film, alleging that this film disrespected religious
sensibilities. Any of the foregoing could harm our reputation and could have a material adverse effect on our business, prospects,
financial condition and results of operations. The film content that we produce and distribute could result in claims being asserted,
prosecuted or threatened against us based on a variety of grounds, including defamation, offending religious sentiments, invasion
of privacy, negligence, obscenity or facilitating illegal activities, any of which could have a material adverse effect on our
business, prospects, financial condition or results of operations.



Our films are required to be
certified in India by the Central Board of Film Certification.



Pursuant to the Indian Cinematograph Act, 1952, or the Cinematograph
Act, films must be certified for adult viewing or general viewing in India by the Central Board of Film Certification, or CBFC,
which looks at factors such as the interest of sovereignty, integrity and security of the relevant country, friendly relations
with foreign states, public order and morality. There may be similar requirements in the United Kingdom, Canada and Australia,
among other jurisdictions. We may be unable to obtain the desired certification for each of our films and we may have to modify
the title, content, characters, storylines, themes or concepts of a given film in order to obtain any certification or a desired
certification for broadcast release that will facilitate distribution and exploitation of the film. Any modification or receipt
of an undesirable certification could reduce the appeal of any affected film to our target audience and reduce our revenues from
that film, which could have a material adverse effect on our business, prospects, financial condition and results of operations.



Litigation and negative claims about us or the Indian film
entertainment industry generally could have a material adverse impact on our reputation, our relationship with distributors and
co-producers and our business operations.



We and certain of our directors and officers are subject to various
legal proceedings in India. We are also subject to certain tax proceedings in India, including service tax claims aggregating
to approximately $31 million and value added tax claims aggregating to approximately $3.0 million. In addition, there have
been certain public allegations made against the Indian film entertainment industry generally, as well as against certain of the
entities and individuals currently active in the industry about purported links to organized crime and other negative associations.
As our success in the Indian film industry partially depends on our ability to maintain our brand image and corporate reputation,
in particular in relation to our dealings with creative talent, co-producers, distributors and exhibitors, any such proceedings
or allegations, public or private, whether or not routine or justified, could tarnish our reputation and cause creative talent,
co-producers, distributors and exhibitors not to work with us.



In addition, the nature of our business and our reliance on intellectual
property and other proprietary rights subjects us to the risk of significant litigation. Litigation, or even the threat of litigation,
can be expensive, lengthy and disruptive to normal business operations, and the results of litigation are inherently uncertain
and may result in adverse rulings or decisions. We may enter into settlements or be subject to judgments that may, individually
or in the aggregate, have a material adverse effect on our business, prospects, financial condition or results of operations.



Anonymous letters to regulators or business associates making
allegations regarding our business practices, accounting practices and/or officers and directors could have a resultant material
adverse effect on our business, financial condition and results of operation and could negatively impact the market price for our
A ordinary shares.



In the past, when we have publicly filed a report relating to a
proposed transaction in either the United Kingdom, India or the United States, we have received anonymous letters sent
either to us, a banker, and/or the regulator, making allegations about our business practices and/or officers and directors. Every
time we have received such a letter we have undertaken what we believe to be a reasonably prudent review, such as extensive due
diligence to investigate the allegations, and where necessary our board of directors has engaged third party professional firms
to report to them directly and cleared the matter from a corporate governance point of view. Having conducted these investigations,
in each instance we found the allegations were without merit.



However, if we receive similar letters, it could result in a diversion
of management resources, time and energy, potential costs to defend ourselves, a decline in the market price for our A ordinary
shares, increased share price volatility, an increased directors and officers liability insurance premiums and could have a material
adverse effect upon our business, financial condition and results of operations, and ability to access the capital markets.



14







Our performance in India is linked to the stability of its
policies, including taxation policy, and the political situation.



The role of Indian central and state
governments in the Indian economy has been and remains significant. Since 1991, India’s government has pursued policies of
economic liberalization, including significantly relaxing restrictions on the private sector. The rate of economic liberalization
could change, and specific laws and policies affecting companies in the media and entertainment sector, foreign investment, currency
exchange rates and other matters affecting investment in our securities could change as well. A new government was elected in India
in May 2014 and a significant change in India’s economic liberalization and deregulation policies, and in particular, policies
in relation to the film industry, could disrupt business and economic conditions in India and thereby affect our business.



Taxes generally are levied on a state-by-state basis for the Indian
film industry. Recently, there has been interest in rationalizing the industry’s taxes by instituting a uniform set of entertainment
taxes administered by the Indian government. Such changes may increase our tax rate, which could adversely affect our financial
condition and results of operations. Furthermore, in certain states, theater multiplexes have enjoyed entertainment tax benefits
that may be disrupted or discontinued if India moves to a uniform entertainment tax system. This could slow the construction of
new multiplexes, and may impact single screen theaters in tier 2 and tier 3 cities coverting their 1,000
seater theatres into multiplexes with 2 or 3 screens with seating capacity of 300 seats or less, which we believe is a key driver
for domestic theatrical revenue growth. Separately, there are certain deductions available
to film producers for expenditures on production of feature films released during a given year. These tax benefits may be discontinued
and impact current and deferred tax liabilities. In addition, the government of India has issued and may continue to issue tariff
orders setting ceiling prices for distribution of content on cable television service charges in India.



Other proposed changes in the Indian law and policy environment
include the following:



The Government of India has proposed three major reforms in Indian
tax laws, namely the goods and services tax (“GST), the direct taxes code (“DTC”), and the General
Anti Avoidance Rules (“GAAR”). The Government of India has notified April 1, 2016 for the implementation of
the GST in the country. As regards DTC which sought to replace the Income Tax Act, 1961, the new government has
proposed to abandon the DTC, as most of its provisions were incorporated in the present Income tax Act. However, news reports
indicated that the parliamentary Standing Committee on finance has recently recommended retention of certain parts of DTC
and its implementation along with implementation of the GST regime.



The GST would replace the indirect taxes on goods and services,
such as central excise duty, service tax, customs duty, central sales tax, state value added tax, surcharge and excise, currently
being collected by the central and state governments in India. The GAAR provisions were introduced through the Finance Act, 2012, were to come into effect from
April 1, 2016.



The government recently announced it will defer the implementation
of GAAR by two years and has proposed to implement it prospectively from April 1, 2017. The GAAR provisions are intended
to restrict “impermissible avoidance arrangements,” which would be any arrangement, the main purpose or
one of the main purposes of which is to obtain a tax benefit and which satisfy at least one of the following tests: (i) creates
rights, or obligations, not ordinarily created between persons dealing at arm’s-length; (ii) results, directly or
indirectly, in misuse or abuse of provisions of the Income Tax Act, 1961; (iii) lacks, or is deemed to lack, commercial substance,
in whole or in part; or (iv) is entered into or carried out by means, or in a manner, not ordinarily employed for bona fide purposes.
If GAAR provisions are invoked, Indian tax authorities would have wide powers, including denial of tax benefit or a benefit under
a tax treaty. As the taxation system is intended to undergo significant overhaul, its consequent effects on us cannot be determined
at present and there can be no assurance that such effects would not adversely affect our business and future financial performance.



In the Union Budget, 2015, an increase in the rate of Service Tax
from 12% to 14% was proposed and subsequently enacted with effect from June 1, 2015, pursuant to the Finance Act, 2015
(the “Act”) notified on May 14, 2015. The Act also has a provision levying Education Cess and Secondary and Higher
Education Cess would also cease to have effect from same date (i.e.: June 1, 2015), as the same would be subsumed in the service
tax rate of 14%. Certain other changes have also been notified to take effect from June 1, 2015. However, the date of giving effect
to the provision relating to imposition of a Swachh Bharat cess on all or any taxable service will be done in due course. Swachh
Bharat cess will be 2% or less. The Government will identify services and it will be applicable from the date of notification.
Increase in service tax effective June 1, 2015 will have an impact on the business of the Company. Moreover, the Swachh Bharat
cess, if applicable will have further impact of up to 2%.



Our business and financial performance could be adversely affected
by unfavorable changes in or applications or interpretations of existing, or the promulgation of new, laws, rules and regulations
applicable to us and our business. Such unfavorable changes could decrease demand for our products, increase costs and/or subject
us to additional liabilities.

15







In addition, tax increases could place pricing pressures
on cable television service providers and broadcasters, which may, among other things, restrict the ability and willingness of
cable television broadcasters in India to pay for content acquisition, including for our films. Any of the foregoing could have
a material adverse effect on our business, prospects, financial condition and results of operations.



Natural disasters, epidemics, terrorist attacks and other
acts of violence or war could adversely affect the financial markets, result in a loss of business confidence and adversely affect
our business, prospects, financial condition and results of operations.



Numerous countries, including India, have recently experienced community
disturbances, strikes, terrorist attacks, riots, epidemics and natural disasters. These acts and occurrences may result in a loss
of business confidence and could cause a temporary suspension of our operations if, for example, local authorities closed theaters
and could have an adverse effect on the financial markets and economies of India and other countries. Such closures have previously
and could in the future impact our ability to exhibit our films and have a material adverse effect on our business, prospects,
financial condition and results of operations. In addition, travel restrictions as a result of such events may interrupt our marketing
and distribution efforts and have an adverse impact on our ability to operate effectively.



Our insurance coverage may be inadequate to satisfy future
claims against us.



While we believe that we have adequately insured our operations
and property in a way that we believe is customary in the Indian film entertainment industry and in amounts that we believe to
be commercially appropriate, we may become subject to liabilities against which we are not adequately insured or against which
we cannot be insured, including losses suffered that are not easily quantifiable and cause severe damage to our reputation. Film
bonding, which is a customary practice for U.S. film companies, is rarely used in India. Even if a claim is made under an existing
insurance policy, due to exclusions and limitations on coverage, we may not be able to successfully assert our claim for any liability
or loss under such insurance policy. In addition, in the future, we may not be able to maintain insurance of the types or in the
amounts that we deem necessary or adequate or at premiums that we consider appropriate. The occurrence of an event for which we
are not adequately or sufficiently insured, the successful assertion of one or more large claims against us that exceed available
insurance coverage, the successful assertion of claims against our co-producers, or changes in our insurance policies could have
a material adverse effect on our business, prospects, financial condition and results of operations.



Our Indian subsidiary, Eros India, from which we derive a
substantial portion of our revenues, is publicly listed and we may lose our ability to control its activities.



Our Indian subsidiary, Eros India,
from which we derive a substantial portion of our revenues, is publicly listed on the Indian stock exchanges. As such, under Indian
law, minority stockholders have certain rights and protections against oppression and mismanagement. Further, we own approximately
74.4% of this entity. Over time, we may lose control over its activities and, consequently, lose our ability to consolidate its
revenues.



Eros India is subject to the
provisions of the Indian Companies Act, 2013 which has significantly changed the Indian company law framework. Also, the
Securities and Exchange Board of India (the “SEBI”), the securities market regulator in India, introduced changes
to the listing agreement that may subject us to enhanced compliance requirements and increase our compliance costs.



A majority of the provisions and rules under the Indian Companies
Act, 2013 (the “New Companies Act”) have come into effect, resulting in the corresponding provisions of the
Indian Companies Act, 1956 ceasing to have effect. The New Companies Act and the rules thereunder have brought into effect significant
changes to the Indian company law framework, such as in the provisions related to issue of capital (including provisions in relation
to issue of securities on a private placement basis), disclosures in offer documents, corporate governance norms, accounting policies
and audit matters, related party transactions, introduction of a provision allowing the initiation of class action suits in India
against companies by shareholders (pending notification by the Ministry of Corporate Affairs of India) or depositors, a restriction
on investment by an Indian company through more than two layers of subsidiary investment companies (subject to certain permitted
exceptions), prohibitions on loans to directors, insider trading and restrictions on directors and key managerial personnel from
engaging in forward dealing.



Eros India needs to spend, in each financial year, at least 2%
of the average net profits during the three immediately preceding financial years towards corporate social responsibility activities
and disclose its corporate social responsibility policies and activities on its website. Further, the New Companies Act imposes
greater monetary and other liability on Eros India and its subsidiaries and the directors of
Eros India for any non-compliance. To ensure compliance with the requirements of the New Companies Act, Eros India may need to
allocate additional resources, which may increase our regulatory compliance costs and divert management attention.



16







The New Companies Act has introduced certain additional requirements
which do not have corresponding equivalents under the Companies Act, 1956. Accordingly, Eros India may face challenges in interpreting
and complying with such provisions due to limited jurisprudence on them. In the event, our interpretation of such provisions of
the New Companies Act differs from, or contradicts with, any judicial pronouncements or clarifications issued by the Government
in the future, Eros India may face regulatory actions or we may be required to undertake remedial steps. Additionally, some of
the provisions of the New Companies Act overlap with other existing laws and regulations (such as the corporate governance norms
and insider trading regulations issued by the SEBI). Recently, the SEBI issued revised corporate governance guidelines which came
into effect from October 1, 2014.



Pursuant to the revised guidelines, Eros India will be required
to, inter alia, maintain at least one female director on its board, establish a vigilance mechanism for directors and employees
and reconstitute certain committees in accordance with the revised guidelines. Eros India may face difficulties in complying with
any such requirements. Further, the impact of provisions of the New Companies Act or the revised SEBI corporate governance
norms has lead to an increase in compliance requirements or in compliance costs which may have an adverse effect on our business
and results of operations.



Dividend distributions by our subsidiaries are subject to
certain limitations under local laws, including Indian and Dubai law and other contractual restrictions.



As a holding company, we rely on funds from our subsidiaries to
satisfy our obligations. Dividend payments by our subsidiaries, including Eros India and Eros Worldwide FZ-LLC, or Eros Worldwide,
are subject to certain limitations under local laws. For example, under Indian law, dividends other than in cash are not permitted
and cash dividends are only permitted to be paid out of distributable profits. Dubai law imposes similar limitations on dividend
payments. An Indian company paying dividends is also liable to pay dividend distribution tax at an effective rate of 20.4%,
including cess (additional Indian education tax) and surcharges. In addition, the Shareholders Agreement of Ayngaran, limits the
ability of that entity to pay dividends without shareholder approval.



The Relationship Agreement with our subsidiaries may not reflect
market standard terms that would have resulted from arm’s length negotiations among unaffiliated third parties and may include
terms that may not be obtained from future negotiations with unaffiliated third parties.



The 2009 Relationship Agreement between Eros India and
Eros Worldwide FZ LLC (“Eros Worldwide”) and other Eros entities (the “Relationship
Agreement”), exclusively assigns to Eros Worldwide certain intellectual property rights and all distribution rights
for Indian films (other than Tamil films) held by Eros India or any of its subsidiaries other than Ayngaran and its
subsidiaries, or the Eros India Group, in all territories other than India, Nepal, and Bhutan, the rights for which are
retained by Eros India and its subsidiaries. In return, Eros Worldwide provides a lump sum minimum guarantee fee for each
assigned film to the Eros India Group plus certain additional contingent amounts.



The Relationship Agreement may not reflect terms that would have
resulted from arm’s length negotiations among unaffiliated third parties, and the Eros’s future operating results may be
negatively affected if it does not receive terms as favorable in future negotiations with unaffiliated third parties. Further,
as Eros does not own 100% of Eros India, it may lose control over its activities and, consequently, its ability to ensure
its continued performance under the Relationship Agreement.



The transfer pricing arrangements in the Relationship Agreement
are not binding on the applicable taxing authorities, and may be subject to scrutiny by such taxing authorities. Accordingly,
there may be material and adverse tax consequences if the applicable taxing authorities challenge these arrangements, and they
may adjust our income and expenses for tax purposes for both present and prior tax years, and assess interest on the adjusted
but unpaid taxes.



Our indebtedness could adversely affect our operations, including
our ability to perform our obligations, fund working capital and pay dividends.



As of March 31, 2015, we had $314.7 million of borrowings
outstanding. We may also be able to incur substantial additional indebtedness. Our indebtedness could have important consequences
to you, including the following:

| | · | we could have difficulty satisfying our debt obligations, and if we fail to comply with these requirements, an event of default
could result;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

| | · | we may be required to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness,
thereby reducing the cash flow available to fund working capital, capital expenditures and other general corporate activities or
to pay dividends;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | covenants relating to our indebtedness may restrict our ability to make distributions to our shareholders;
| | - | ----------------------------------------------------------------------------------------------------------

| | · | covenants relating to our indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures
and other general corporate activities, which may limit our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | lenders are able
                                         to require us to repay certain secured loans to each of Eros India and Eros International
                                         Limited prior to their maturity, which as of March 31, 2015, represented $78.0
                                         million of the outstanding indebtedness of Eros India and $15.9 million of the
                                         outstanding indebtedness of Eros International Limited;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17







| | · | certain
                                         Eros India loan agreements are currently being considered for their annual renewal, and
                                         until these renewals are obtained, the lenders under these loan agreements may at any
                                         time require repayment of amounts outstanding, which as of March 31, 2015, totaled $9.2
                                         million of the $78.0 million outstanding under the aforementioned Eros India indebtedness;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | we may be more vulnerable to general adverse economic and industry conditions;
| | - | ------------------------------------------------------------------------------

| | · | we may be placed at a competitive disadvantage compared to our competitors with less debt; and
| | - | ----------------------------------------------------------------------------------------------

| | · | we may have difficulty
                                         repaying or refinancing our obligations under our senior credit facilities on their respective
                                         maturity dates.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If any of these consequences occur, our financial condition, results
of operations and ability to pay dividends could be adversely affected. This, in turn, could negatively affect the market price
of our ordinary shares, and we may need to undertake alternative financing plans, such as refinancing or restructuring our debt,
selling assets, reducing or delaying capital investments or seeking to raise additional capital.



We cannot assure you that any refinancing would be possible, that
any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales,
or that additional financing could be obtained on acceptable terms, if at all.



Our ability to incur debt and the use of our funds could be limited
by the restrictive covenants in the loan agreement for our revolving credit facility as well as our GBP denominated London Stock
Exchange listed bond (“UK Retail Bond”).



The loan agreement for our revolving credit facility and the UK Retail
Bond contains restrictive covenants, as well as requirements to comply with certain leverage and other financial maintenance
tests. These covenants and requirements could limit our ability to take various actions, including incurring additional debt,
guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets.
These covenants could place us at a disadvantage compared to some of our competitors, who may have fewer restrictive covenants
and may not be required to operate under these restrictions. Further, these covenants could have an adverse effect on our business
by limiting our ability to take advantage of financing, mergers and acquisitions or other opportunities.



We may not be able to generate sufficient cash to service
all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness that may
not be successful.



Based on interest rates as of March 31, 2015, and assuming no additional
borrowings or principal payments on our revolving credit facilities and the UK Retail Bond until their maturities, we would
need approximately $96.4 million over the next year, and $141.5 million over the next five years, to meet our principal
and interest payments under our debt agreements.  Our ability to satisfy our debt obligations will depend upon, among other
things:

| | · | our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business,
regulatory and other factors, many of which are beyond our control;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | our ability to refinance our debt as it becomes due, which will be affected by the cost and availability of credit; and
| | - | -----------------------------------------------------------------------------------------------------------------------

| | · | our future ability to borrow under our revolving credit facilities, the availability of which depends on, among other things,
our compliance with the covenants in our revolving credit facilities.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There can be no assurance that our business will generate sufficient
cash flow from operations, or that we will be able to refinance debt as it comes due or draw under our revolving credit facilities
in an amount sufficient to fund our liquidity needs. If our cash flows and capital resources are insufficient to service our indebtedness,
we may be forced to reduce or delay capital expenditures, sell assets, or seek additional capital. These alternative measures may
not be successful and may not permit us to meet our scheduled debt service obligations. In addition, the terms of existing or future
debt agreements may restrict us from adopting some of these alternatives. Our ability to restructure or refinance our debt will
depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at
higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
If we are unable to generate sufficient cash flow, refinance our debt on favorable terms or sell additional debt or equity securities
or our assets, it could have a material adverse effect on our financial condition and on our ability to make payments on our indebtedness.



18







We face risks relating to the international distribution of
our films and related products.



We derive a significant percentage of our net revenues from customers
located outside of India. We derived 61.5% of our fiscal 2015 net revenue from the exploitation of our films in territories outside
of India. We do not track revenues by geographical region other than based on where the customer who entered into a contract with
us is based and not necessarily the country where the rights have been exploited or licensed. As a result, revenue by customer
location may not be reflective of the potential of any given market. As a result of changes in the location of our customers,
our revenues by customer location may vary year to year.



Our business is subject to risks inherent in international trade,
many of which are beyond our control. These risks include:

| | · | fluctuating foreign exchange rates;
| | - | -----------------------------------

| | · | laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds
and withholding taxes and changes in these laws;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | differing cultural tastes and attitudes, including varied censorship laws;
| | - | --------------------------------------------------------------------------

| | · | differing degrees of protection for intellectual property;
| | - | ----------------------------------------------------------

| | · | financial instability and increased market concentration of buyers in other markets;
| | - | ------------------------------------------------------------------------------------

| | · | the increased difficulty of collecting trade receivables across multiple jurisdictions;
| | - | ---------------------------------------------------------------------------------------

| | · | the instability of other economies and governments; and
| | - | -------------------------------------------------------

| | · | war and acts of terrorism.
| | - | --------------------------



Events or developments related to these and other risks associated
with international trade could adversely affect our revenues from non-Indian sources, which could have a material adverse effect
on our business, prospects, financial condition and results of operations.



We may pursue acquisition opportunities, which could subject
us to considerable business and financial risk.



We evaluate potential acquisitions of complementary
businesses on an ongoing basis and may from time to time pursue acquisition opportunities, such as our February 2015 execution
of a share purchase agreement to acquire Universal Power Systems Private Limited (doing business as Techzone). However, this acquisition
is subject to receipt of applicable regulatory approvals and fulfillment of other closing conditions listed in the share purchase
agreement. We may not be successful in identifying acquisition opportunities, assessing the value, strengths and weaknesses of
these opportunities or consummating acquisitions on acceptable terms. Future acquisitions may result in near term dilution to earnings,
including potentially dilutive issuances of equity securities or issuances of debt. Acquisitions may expose us to particular business
and financial risks that include, but are not limited to:

| | · | diverting of financial and management resources from existing operations;
| | - | -------------------------------------------------------------------------

| | · | incurring indebtedness and assuming additional liabilities, known and unknown, including liabilities relating to the use of
intellectual property we acquire;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | incurring significant additional capital expenditures, transaction and operating expenses and non-recurring acquisition-related
charges;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| | · | experiencing an adverse impact on our earnings from the amortization or impairment of acquired goodwill and other intangible
assets;
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| | · | failing to successfully integrate the operations and personnel of the acquired businesses;
| | - | ------------------------------------------------------------------------------------------

| | · | entering new markets or marketing new products with which we are not entirely familiar; and
| | - | -------------------------------------------------------------------------------------------

| | · | failing to retain key personnel of, vendors to and clients of the acquired businesses.
| | - | --------------------------------------------------------------------------------------



If we are unable to address the risks associated with acquisitions,
or if we encounter expenses, difficulties, complications or delays frequently encountered in connection with the integration of
acquired entities and the expansion of operations, we may fail to achieve acquisition synergies and may be required to focus resources
on integration of operations rather than on our primary business activities. In addition, future acquisitions could result in potentially
dilutive issuances of our A ordinary shares, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs
of goodwill, any of which could harm our financial condition.



19







Risks Related to our A Ordinary Shares



Our A ordinary share price may be highly volatile and, as
a result, shareholders could lose a significant portion or all of their investment or we could become subject to securities class
action litigation.



Prior to November 12, 2013, our ordinary
shares had been admitted on the Alternative Investment Market of the London Stock Exchange (“AIM”) since 2006
and our ‘A’ ordinary shares have been traded on the New York Stock Exchange (“NYSE”) since our initial
public offering. The trading price of our ordinary shares on AIM and the NYSE has been highly volatile. For example,
the highest price that our ordinary shares traded in the period beginning November 12, 2012 and ending November 12, 2013 was $4.48
and the lowest price was $2.96, prior to giving effect to the one-for-three reverse stock split effectuated on November 12, 2013.
Since the listing of our A ordinary shares on the NYSE, the highest closing price of the A ordinary shares, in the period beginning
November 12, 2013 and ending May 31, 2015, was $22.44 and the lowest price was $8.60. The market price of the A ordinary
shares on the NYSE may fluctuate as a result of several factors, including the following:

| | · | variations in our quarterly operating results;
| | - | ----------------------------------------------

| | · | volatility in our industry, the industries of our customers and the global securities markets;
| | - | ----------------------------------------------------------------------------------------------

| | · | risks relating to our business and industry, including those discussed above;
| | - | -----------------------------------------------------------------------------

| | · | strategic actions by us or our competitors;
| | - | -------------------------------------------

| | · | adverse judgments or settlements obligating us to pay damages;
| | - | --------------------------------------------------------------

| | · | actual or expected changes in our growth rates or our competitors’ growth rates;
| | - | --------------------------------------------------------------------------------

| | · | investor perception of us, the industry in which we operate, the investment opportunity associated with the A ordinary shares
and our future performance;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | adverse media reports about us or our directors and officers;
| | - | -------------------------------------------------------------

| | · | addition or departure of our executive officers;
| | - | ------------------------------------------------

| | · | changes in financial estimates or publication of research reports by analysts regarding our A ordinary shares, other comparable
companies or our industry generally;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | trading volume of our A ordinary shares;
| | - | ----------------------------------------

| | · | sales of our ordinary shares by us or our shareholders;
| | - | -------------------------------------------------------

| | · | domestic and international economic, legal and regulatory factors unrelated to our performance; or
| | - | --------------------------------------------------------------------------------------------------

| | · | the release or expiration of lock-up or other transfer restrictions on our outstanding A ordinary shares.
| | - | ---------------------------------------------------------------------------------------------------------



Furthermore, the stock markets recently have experienced significant
price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market
and industry fluctuations, as well as general economic, political and market conditions such as recessions or interest rate changes
may cause the market price of ordinary shares to decline.



In addition, some companies that have experienced volatility
in the market price of their stock have been subject to securities class action litigation. We may become the target of this type
of litigation. Securities litigation against us could result in substantial costs and divert our management’s attention
from other business concerns, which could seriously harm our business.



Additional equity issuances will dilute your holdings, and
sales by the Founders Group could adversely affect the market price of our A ordinary shares.



Sales of a large number of our ordinary shares by the Founders Group,
as defined in “Part I — Item 4. Information on the Company — C. Organizational Structure” could adversely
affect the market price of our A ordinary shares. Similarly, the perception that any such primary or secondary sale may occur could
adversely affect the market price of our A ordinary shares. Any future issuance of our A ordinary shares by us may dilute the holdings
of our existing shareholders, causing the market price of our A ordinary shares to decline. In addition, any perception by potential
investors that such issuances or sales might occur could also affect the trading price of our A ordinary shares.



20







The Founders Group, which includes our Chairman, Kishore
Lulla, holds a substantial interest in and, through the voting rights afforded to our B ordinary shares and held by the
Founders Group, will continue to have the ability to exercise a controlling influence over our business, which will limit your
ability to influence corporate matters.



Our B ordinary shares have ten votes per share and our A ordinary
shares, which are trading on the NYSE, have one vote per share. As of March 31, 2015, the Founders Group collectively owns 46.68%
of our issued share capital in the form of 1,305,505 A ordinary shares, representing 0.45% of the voting power
of our outstanding ordinary shares, and 25,555,200 B ordinary shares, representing all of our B ordinary shares and 88.8%
of the voting power of our outstanding ordinary shares.



Due to the disparate voting powers attached to our two classes
of ordinary shares, the Founders Group continues to have significant influence over management and affairs and over all
matters requiring shareholder approval, including our management and policies and the election of our directors and senior management,
the approval of lending and investment policies, revenue budgets, capital expenditure, dividend policy, significant corporate
transactions, such as a merger or other sale of our company or its assets and strategic acquisitions, for the foreseeable future.
In addition, because of this dual class structure, the Founders Group will continue to be able to control all matters submitted
to our shareholders for approval until they come to own less than 10% of the outstanding ordinary shares, when all B ordinary
shares held by the Founders Group will automatically convert into A ordinary shares on a one-for-one basis.



This concentrated control could delay, defer or prevent a change
in control of our company, impede a merger, consolidation, takeover or other business combination involving our company, or discourage
a potential acquirer from making a tender offer, initiating a potential merger or takeover or otherwise attempting to obtain control
of the Company even though other holders of A ordinary shares may view a change in control as beneficial. Many of our directors
and senior management also serve as directors of, or are employed by, our affiliated companies, and we cannot guarantee that any
conflicts of interest will be resolved in our favor. As a result of these factors, members of the Founders Group may influence
our material policies in a manner that could conflict with the interests of our shareholders. As a result, the market price of
our A ordinary shares could be adversely affected.



We will continue to incur increased costs as a result of being
a U.S. public company.



We became a U.S. public company in November
2013. As a U.S. public company, we incur significant legal, accounting and other expenses and these expenses
will likely increase after we no longer qualify as an “emerging growth company.” Being a U.S. public company
increased our legal and financial compliance costs and make some activities more time-consuming and costly. In addition it has made it more difficult and more expensive for us to obtain director and officer liability insurance, and we
may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same
or similar coverage in the future. As a result, it may be more difficult for us to attract and retain qualified individuals
to serve on our board of directors or as executive officers.



As a foreign private issuer, we are subject to different U.S.
securities laws and NYSE governance standards than domestic U.S. issuers. This may afford less protection to holders of our A ordinary
shares, and you may not receive corporate and company information and disclosure that you are accustomed to receiving or in a manner
in which you are accustomed to receiving it.



As a foreign private issuer, the rules governing the information
that we disclose differ from those governing U.S. corporations pursuant to the Securities Exchange Act of 1934, as amended, or
the Exchange Act. Although we intend to report quarterly financial results and report certain material events, we are not required
to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of
their occurrence and our quarterly or current reports may contain less information than required under U.S. filings. In addition,
we are exempt from the Section 14 proxy rules, and proxy statements that we distribute will not be subject to review by the SEC.
Our exemption from Section 16 rules regarding sales of ordinary shares by insiders means that you will have less data in this
regard than shareholders of U.S. companies that are subject to the Securities Exchange Act. As a result, you may not have all
the data that you are accustomed to having when making investment decisions. For example, our officers, directors and principal
shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange
Act and the rules thereunder with respect to their purchases and sales of our A ordinary shares.



The periodic disclosure required
of foreign private issuers is more limited than that required of domestic U.S. issuers and there may therefore be less publicly
available information about us than is regularly published by or about U.S. public companies. See “Part I — Item 10.
Additional Information — H. Documents on Display.”



As a foreign private issuer, we are exempt from complying with
certain corporate governance requirements of the NYSE applicable to a U.S. issuer, including the requirement that a majority of
our board of directors consist of independent directors. Although we are in compliance with the current NYSE corporate governance
requirements imposed on U.S. issuers, with the exception of our Audit Committee currently having two rather than three
members, our charter does not require that we meet these requirements.

21







As the corporate governance standards applicable to us are different
than those applicable to domestic U.S. issuers, you may not have the same protections afforded under U.S. law and the NYSE rules
as shareholders of companies that do not have such exemptions. It is also possible that the significant ownership interest of the
Founders Group could adversely affect investor perception of our corporate governance.



We are an “emerging growth company” and if we
decide to comply only with reduced disclosure requirements applicable to emerging growth companies, our A ordinary shares could
be less attractive to investors and our share price may be more volatile.



We are an “emerging growth company,” as defined in
the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage
of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the SOX
Act. We will cease to be an “emerging growth company” upon the earliest of (1) the first fiscal year following
the fifth anniversary of our initial public offering, November 12, 2013, (2) the first fiscal year after our annual gross revenue
is $1 billion or more, (3) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible
debt securities or (4) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds
$700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our A ordinary
shares less attractive if we choose to rely on these exemptions. If some investors find our A ordinary shares less attractive
as a result of any choices to reduce future disclosure, there may be a less active trading market for our A ordinary shares and
our share price may be more volatile.



You may be subject to Indian taxes on income arising through
the sale of our A ordinary shares.



The Indian Income Tax Act, 1961 has been amended to provide that
income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside
of India, will be subject to tax in India, if such shares derive, directly or indirectly, their value substantially from
assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or
any other presence in India, if, on the specified date, the value of such assets (i) represents 20% of the fair market value of
all assets owned by the company or entity, or (ii) exceeds the specified amount.



Further, the amendment does not deal with the interplay between
this provision of Indian tax law and the existing double tax avoidance treaties that India has entered into with countries such
as the United States, United Kingdom and Canada. If the Indian tax authorities determine that our A ordinary shares derive their
value substantially from assets located in India and the provisions of any relevant double tax avoidance treaty are deemed to be
inapplicable in this context, you may be subject to Indian income taxes on the income arising, directly or indirectly, through
the sale of our A ordinary shares. For additional information, see “Part I—Item 10. Additional Information—E.
Taxation.”



We are an Isle of Man company and, because judicial precedent
regarding the rights of shareholders is more limited under Isle of Man law than under U.S. law, you may have less protection of
your shareholder rights than you would under U.S. law.



Our constitution is set out in our memorandum and articles of association,
and we are subject to the Isle of Man Companies Act 2006, as amended, — see “Part II — Item 4. Information on
the Company — Government Regulations” and Isle of Man common law. The rights of shareholders to take action against
the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Isle of Man law
are to an extent governed by the common law of the Isle of Man. The common law of the Isle of Man is derived in part from comparatively
limited judicial precedent in the Isle of Man as well as from English common law, which has persuasive, but not binding, authority
on a court in the Isle of Man. The rights of our shareholders and the fiduciary responsibilities of our directors under Isle of
Man law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United
States. In particular, the Isle of Man has a less developed body of securities laws than the United States. In addition, some U.S.
states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Isle of Man. Furthermore,
shareholders of Isle of Man companies may not have standing to initiate a shareholder derivative action in a federal court of the
United States. As a result, shareholders may have more difficulties in protecting their interests in the face of actions taken
by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. company.



Our board of directors may determine that a shareholder meets
the criteria of a “prohibited person” and subject such shareholder’s shares to forced divestiture.



Our articles of association permit our board of directors to determine
that any person owning shares (directly or beneficially) constitutes a “prohibited person” and is not qualified to
own shares if such person is in breach of any law or requirement of any country and, as determined solely by our board of directors,
such ownership would cause a pecuniary or tax disadvantage to us, another shareholder or holders of our other securities. If our
board of directors determines that a shareholder meets the above criteria of a “prohibited person,” they may direct
such shareholder to transfer all A ordinary shares such shareholder owns to another person. Under the provisions of our articles
of association, such a determination by our board of directors would be conclusive and binding on such shareholder.

22







If our board of directors directs such shareholder to transfer all
A ordinary shares such shareholder owns, such shareholder may recognize taxable gain or loss on the transfer. See “Part I
— Item 10. Additional Information — E. Taxation” for a more detailed description of the tax consequences of a
sale or exchange or other taxable disposition of such shareholders A ordinary shares.



Judgments obtained against us by our shareholders may not
be enforceable.



We are an Isle of Man company and substantially all of our
assets are located outside of the United States. A substantial part of our current operations are conducted in India. In addition,
substantially all of our directors and executive officers are nationals and residents of countries other than the United States
and we believe that a substantial portion of the assets of these persons may be located outside the United States. As a result,
it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult
for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal
securities laws against us and our officers and directors. Moreover, there is uncertainty as to whether the courts of the Isle
of Man or India would recognize or enforce judgments of United States courts against us or such persons predicated upon the civil
liability provisions of the securities laws of the United States or any state. In addition, there is uncertainty as to whether
such Isle of Man or Indian courts would be competent to hear original actions brought in the Isle of Man or in India against us
or such persons predicated upon the securities laws of the United States or any state.



If securities or industry analysts do not publish research
or publish unfavorable or inaccurate research about our business, our share price and trading volume could decline.



The trading market for our ordinary shares depends, in part, on
the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage
by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain
coverage of our company, or if these securities or industry analysts are not widely respected within the general investment community,
the trading price for our ordinary shares would be negatively impacted. In the event we obtain securities or industry analyst coverage,
if one or more of the analysts who cover us downgrade our ordinary shares or publish inaccurate or unfavorable research about our
business, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish
reports on us regularly, demand for our ordinary shares could decrease, which might cause our share price and trading volume to
decline.



We do not currently intend to pay dividends on our ordinary
shares. Our ability to pay dividends in the future will depend upon satisfaction of the Isle of Man 2006 Companies Act
solvency test, future earnings, financial condition, cash flows, working capital requirements and capital expenditures.



We currently intend to retain any future earnings and do not expect
to pay dividends on our ordinary shares. The amount of our future dividend payments, if any, will depend upon our satisfaction
of the solvency test contained in the 2006 Companies Act, our future earnings, financial condition, cash flows, working capital
requirements and capital expenditures. The 2006 Companies Act provides that a company satisfies the solvency test if: (i) it is
able to pay its debts as they become due in the normal course of the company’s business: and (ii) the value of the company’s
assets exceeds the value of its liabilities. There can be no assurance that we will be able to pay dividends. Additionally, we
are restricted by the terms of certain of our current debt financing facilities and may be restricted by the terms of any future
debt financings in relation to the payment of dividends.



We may be classified as a passive foreign investment company,
or PFIC, under United States tax law, which could result in adverse United States federal income tax consequences to U.S. investors.



Based upon the past and projected composition of our income and
valuation of our assets, we do not believe we will be a PFIC for our taxable year ending December 31, 2015, and we do not expect
to become one in the future, although there can be no assurance in this regard. The determination of whether or not we are a PFIC
for any taxable year is made on an annual basis and will depend on the composition of our income and assets from time to time.
Specifically, we will be classified as a PFIC for United States federal income tax purposes if either:

| | · | 75% or more of our gross income in a taxable year is passive income, or
| | - | -----------------------------------------------------------------------

| | · | 50% or more of the average quarterly value of our gross assets in a taxable year is attributable to assets that produce passive
income or are held for the production of passive income.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The calculation of the value of our assets will be based, in part,
on the then market value of our A ordinary shares, which is subject to change. We cannot assure you that we were not a PFIC for
the 2013 and 2014 taxable years or that we will not be a PFIC for this or any future taxable year. Moreover, the determination
of our PFIC status is based on an annual determination that cannot be made until the close of a taxable year and involves extensive
factual investigation. This investigation includes ascertaining the fair market value of all of our assets on a quarterly basis
and the character of each item of income we earn, which cannot be completed until the close of a taxable year, and, therefore,
our U.S. counsel expresses no opinion with respect to our PFIC status.



23







If we were to be or become classified as a PFIC, a U.S. Holder (as
defined in “Part I — Item 10. Additional Information — E. Taxation”) may be subject to burdensome reporting
requirements and may incur significantly increased United States income tax on gain recognized on the sale or other disposition
of the shares and on the receipt of distributions on the shares to the extent such gain or distribution is treated as an “excess
distribution” under the United States federal income tax rules. Further, if we were a PFIC for any year during which a U.S.
Holder held our shares, we would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our
shares. Each U.S. Holder is urged to consult its tax advisors concerning the United States federal income tax consequences of acquiring,
holding and disposing of shares if we are or become classified as a PFIC. See “Part I — Item 10. Additional Information
— E. Taxation” for a more detailed description of the PFIC rules.



ITEM 4. INFORMATION ON THE COMPANY



A. History and Development of our Company



Eros International Plc was incorporated in the Isle of Man as of
March 31, 2006 under the Companies Act 1931 commonly known as the 1931 Act — see “Part II — Item 4. Information
on the Company — Government Regulations,” as a public company limited by shares. Effective as of September 29, 2011, the
Company was de-registered under the 1931 Act and re-registered as a company limited by shares under the 2006 Act. We maintain
our registered office at Fort Anne, Douglas, Isle of Man IM15PD; our principal executive office in the U.S. is at 550 County Avenue,
Secaucus, New Jersey 07094; and our telephone number is +1(201) 558-9021. We maintain a website at www.erosplc.com. Information
contained in our website is not a part of, and is not incorporated by reference into, this annual report.



Our capital expenditures
in fiscal 2015, 2014 and 2013 were $276.2 million, $163.2million and $186.7million,
respectively. Our principal capital expenditures were incurred for the purposes of purchasing intangible film rights and related
content. We expect our capital expenditure needs in fiscal 2016 to be approximately $225 million, a significant amount of which
we expect to be used for the acquisition of further intangible film rights and related content.



B. Business Overview



Eros International Plc is a leading global company in the Indian
film entertainment industry, which co-produces, acquires and distributes Indian language films in multiple formats worldwide. Our
success is built on the relationships we have cultivated over the past 30 years with leading talent, production companies, exhibitors
and other key participants in our industry. Leveraging these relationships, we have aggregated rights to over 2,300 films in our
library, plus approximately 700 additional films for which we hold digital rights only, including recent and classic titles that
span different genres, budgets and languages, and we have distributed a portfolio of over 210 new films over the last three completed
fiscal years. New film distribution across theatrical, television and digital channels along with library monetization provide
us with diversified revenue streams.



Our goal is to co-produce, acquire and distribute Indian films
that have a wide audience appeal. We have released internationally or globally Hindi language films which were among the top grossing
films in India in 2013 and 2014. In the fiscal years ending in 2015, 2014 and 2013, we released 30, 23 and 16 Hindi language
films globally, respectively. These Hindi films form the core of our annual film slate and constitute a significant portion of
our revenues and associated content costs. The balance of our typical annual slate for these years of over 60 other films was
comprised of Tamil and other regional language films.



Our distribution capabilities enable us to target a majority of
the 1.2 billion people in India, our primary market for Hindi language films, where, according to bollywoodhungama.com, we released
four of the top ten grossing Hindi films in India in 2013 and two of the top ten grossing Hindi language films in India in 2012.
Further, according to BoxOfficeIndia.com, we released four out of the top ten grossing Hindi language films in India in 2011.
Our distribution capabilities further enable us to target consumers in over 50 countries internationally, including markets with
large South Asian populations, such as the United States and the United Kingdom, where Rentrak reported our market share (as an
average over the preceding four calendar years to 2014) as 35% of all theatrically released Indian language films in the
United Kingdom, based on gross collections — including releases by Ayngaran, our majority-owned subsidiary, and 32% in the
United States on the same basis. Other international markets that exhibit significant demand for subtitled or dubbed Indian-themed
entertainment include Europe and Southeast Asia. Depending on the film, the distribution rights we acquire may be global, international
or India only. Recently, as demand for regional film and other media has increased in India, our brand recognition in Hindi films
has helped us to grow our non-Hindi film business by targeting regional audiences in India and beyond. With our distribution network
for Hindi and Tamil films and additional distribution support through our majority owned subsidiary, Ayngaran, we believe we are
well positioned to expand our offering of non-Hindi content.



We distribute our film content globally across the following distribution
channels: theatrical, which includes multiplex chains and stand-alone theaters; television syndication, which includes
satellite television broadcasting, cable television and terrestrial television; and digital, which includes primarily internet
protocol television, or IPTV, video on demand, or VOD, and internet channels. Eros Now, our on-demand entertainment portal accessible
via internet-enabled devices, was soft launched in 2012 and now has a selection of over 1,000 movies, over 6,500 music videos,
over 6,000 TV episodes available and over 80,000 audio tracks. We expect that Eros Now eventually will include our full film
library, as well as further third party content.

24







Our total revenues for fiscal 2015 increased to $284.2 million from $235.5 million for fiscal 2014, EBITDA
increased to $70.1 million for fiscal 2015 from $58.9 million for fiscal 2014, and our net income increased to $49.3 million for
fiscal 2015 from $37.1 million for fiscal 2014.



The tables below set forth, for the periods indicated, revenue by
primary geographic area based on customer location, and the percentage share of total revenue.



|                  |  | Year ended March 31,
|----------------- |  | --------------------
|                  |  | 2015                
|                  |  | (in thousands)      
|India             |  | $                   
|Europe            |  |                     
|North America     |  |                     
|Rest of the world |  |                     
|Total revenues    |  | $                   



|                  |  | Year
    ended March 31,
|----------------- |  | ------------------------
|                  |  | 2015                    
|India             |  |                         
|Europe            |  |                         
|North America     |  |                         
|Rest of the world |  |                         
|Total revenues    |  |                         



Our Competitive Strengths



We believe the following competitive strengths position us as a
leading global company in the Indian film entertainment industry.



Leading co-producer and acquirer of new Indian film content,
with an extensive film library.



As one of the leading participants in the Indian film entertainment
industry we believe our size, scale and market position will continue contributing to our growth in India and internationally.
We have established our size and scale by aggregating a film library of over 2,300 films plus over 700 additional films
for which we hold digital rights only, and releasing over 210 new films over the last three years. We have demonstrated our leading
market position by releasing, internationally or globally, Hindi language films which were among the top grossing films in India
in 2014, 2013 and 2012. We believe that we have strong relationships with the Indian creative community and a reputation for quality
productions.



We believe that these factors, along with our worldwide distribution
platform, will enable us to continue to attract talent and film projects of a quality that we believe is one of the best in our
industry, and build what we believe is a strong film slate for fiscal 2016 with some of the leading actors and production houses
with whom we have previously delivered our biggest hits. We believe that the combined strength of our new releases and our extensive
film library positions us well to build new strategic relationships.



Established, worldwide, multi-channel distribution network.



We distribute our films to the Indian population in India, the South
Asian diaspora worldwide and to non-Indian consumers who view Indian films that are subtitled or dubbed in local languages. Internationally,
our distribution network extends to over 50 countries, such as the United States, the United Kingdom and throughout the Middle
East, where we distribute films to Indian expatriate populations, and to Germany, Poland, Russia, Romania, Indonesia, Malaysia,
Taiwan, Japan, South Korea, China and Arabic speaking countries, where we release Indian films that are subtitled or dubbed in
local languages. Through this global distribution network, we distribute Indian entertainment content over the following primary
distribution channels — theatrical, television syndication and digital platforms. Our primarily internal distribution network
allows us greater control, transparency and flexibility over the regions in which we distribute our films which we believe will
result in higher profit margins as a result of the direct exploitation of our films without the payment of significant commissions
to sub-distributors.



Diversified revenue streams and pre-sale strategies mitigate
risk and promote cash flow generation.



Our business is driven by three major revenue streams:

| | · | theatrical distribution;
| | - | ------------------------

| | · | television syndication; and
| | - | ---------------------------

| | · | digital distribution and ancillary products and services.
| | - | ---------------------------------------------------------

25







In fiscal 2015, theatrical distribution accounted for nearly 43.3%
of revenues, and television syndication and digital distribution and ancillary products and services accounted for 35.6% and 21.1%,
respectively, reflecting our diversified revenue base that reduces our dependence on any single distribution channel. We bundle
library titles with new releases to maximize cash flows and we also utilize a pre-sale strategy to mitigate new production project
risks by obtaining contractual commitments to recover a portion of our capitalized film costs through the licensing of television,
music and other distribution rights prior to a film’s completion.



Television pre-sales in India are an important factor in enhancing
revenue predictability for our business and are part of our diversification strategy to mitigate risks of cash flow generation.
 In fiscal 2014, we recouped 43% to 73% of our production cost of high budget Hindi films and over 100% of our production
cost of high budget Tamil and Telugu films through pre-sales contractual commitments.  In 2015, we recouped 100% of our direct
production cost of the one Telugu film released through contractual commitments prior to the film’s release, and we recouped
91% and 95% of our direct production cost of each of the two Tamil films released through contractual commitments prior to the
films’ releases.  In the case of one Hindi film we recouped 63% of the direct production cost through pre-sales. In
the case of the remaining two Hindi high budget films released in the third and fourth quarter of fiscal 2015, we did not pre-sell
our television rights in order to be able to premiere the films on Eros Now in July 2015 to coincide with the marketing launch
of Eros Now prior to the television window. We currently expect to resume television pre-sales of our high budget Hindi films
like in past years, even though some of these films will continue to premiere on Eros Now prior to airing on television.



In addition, we further seek to reduce risk to our business by building
a diverse film slate, with a mix of films by budget, region and genre that reduces our reliance on “hit films.” This
broad-based approach also enables us to bundle old and new titles for our television and digital distribution channels to generate
additional revenues long after a film’s theatrical release period is completed. We believe our multi-pronged approach to
exploiting content through theatrical, television syndication and digital distribution channels, our pre-sale strategies and our
portfolio approach to content sourcing and exploitation mitigates our dependence on any one revenue stream and promotes cash flow
generation.



Strong and experienced management team.

Our management team has substantial industry knowledge and
expertise, with a majority of our executive officers and executive directors having been involved in the film, media and entertainment
industries for 20 or more years, and has served as a key driver of our strength in content sourcing. In particular, several members
of our management team have established personal relationships with leading talent, production companies, exhibitors and other
key participants in the Indian film industry, which have been critical to our success. Through their relationships and expertise,
our management team has also built our global distribution network, which has allowed us to effectively exploit our content globally.



Our Strategy



Our strategy is driven by the scale and variety of our content and
the global exploitation of that content through diversified channels. Specifically, we intend to pursue the following strategies:



Co-produce, acquire and distribute high quality content to
augment our library.

We will continue to leverage the longstanding relationships
with creative talent, production houses and other key industry participants that we have built since our founding to source a wide
variety of content. Our focus will be on investing in future slates comprised of a diverse portfolio mix ranging from high budget
global theatrical releases to lower budget movies with targeted audiences. We intend to maintain our focus on high and medium budget
films and augment our library with quality content for exploitation through our distribution channels and explore new bundling
strategies to monetize existing content.



Capitalize on positive industry
trends in the Indian market.

Propelled by the economic expansion within India and the corresponding
increase in consumer discretionary spending, the FICCI Report 2015 projects that the dynamic Indian media and entertainment industry
will grow at a 13.9% compound annual growth rate, or CAGR, from $16.5 billion in 2014 to $31.5 billion by 2019, and that the Indian
film industry will grow from $2.0 billion in 2014 to $3.2 billion in 2019. India is one of the largest film markets in the world.
According to FICCI Report 2014, average ticket prices at leading multiplexes increased by 12%-17% from 2011-2013. The average ticket
price at high-end multiplexes was $4.00, $2.20 at multiplexes overall and $1.60 at single screens in 2013.



The Indian television market is one of the largest in the world,
reaching an estimated 168 million television, or TV households in 2014, of which over 149 million were subscribing cable and satellite
households. FICCI Report 2015 projects that the Indian television industry will grow from $7.6 billion in 2014 to $15.6 billion
in 2019. The growing size of the TV industry has led television satellite networks to provide an increasing number of channels,
resulting in competition for quality feature films for home viewing in order to attract increased advertising and subscription
revenues.



Broadband and mobile platforms present growing digital avenues to
exploit content. According to FICCI Report 2014, the number of internet users in India reached 281 million in 2014 and is projected
to reach 640 million by 2019. Smartphone usage is projected to rapidly increase from 116 million active internet enabled smart
phones in 2014 to 435 million in 2019. The $160 million Indian music industry, is projected to grow to $303 million by 2019, although
music publishing activities accounted for less than 1% of our fiscal 2015 net revenues. While these projections generally align
with management’s expectations for industry growth, there is no guarantee that such future growth will occur.

26







We
will take advantage of the opportunities presented by these trends within India to monetize our library and distribute new films
through existing and emerging platforms, including by exploring new content options for expanding our digital strategy such as
filming exclusive short form content for consumption through emerging channels such as mobile and internet streaming devices.



Further extend the distribution of our content outside of
India to new audiences.



We currently distribute our content to consumers in more than 50
countries, including in markets where this significant demand for subtitled and dubbed Indian themed entertainment, such as Europe
and South East Asia, as well as to markets where there is significant concentration of South Asian expatriates, such as the Middle
East, the United States and the United Kingdom.



Our growth from non-Diaspora international markets shows a growing
appetite for Bollywood content in many new markets. One of our strongest potential markets, China, with a market size of $4.8
billion and over 23,600 screens, is projected to soon surpass Hollywood as the largest film market in the world. We believe our
memorandum of understanding to collaborate with China Film Corp., Shanghai Film Group Co. Ltd. and Fudan University
Press Co. Ltd. to co-produce and distribute Sino-Indian films will be important steps in maximizing our opportunity in
China. We intend to promote and distribute our films in additional countries, and further expand in countries where we already
distribute, when we believe that demand for Indian filmed entertainment exists or the potential for such demand exists. We have
also entered into arrangements with local distributors in Taiwan, Japan, South Korea, and China to distribute dubbed or subtitled
Eros films through theatrical release, television broadcast or DVD release. Additionally, we believe that the general population
growth in India experienced over recent years will eventually lead to increasing migration of Indians to other regions, resulting
in increased demand for our films internationally.



Increase our distribution of
content through digital platforms globally.



We intend to continue to distribute our content on existing and
emerging digital platforms, which includes primarily internet protocol television, or IPTV, video on demand, or VOD, and internet
channels.



Our pre-launch phase of Eros Now (soft-launched in August 2012)
has over 19 million registered users globally. This increase occurred without an official marketing campaign, which is expected
to launch on July 16, 2015 with the latest exclusive movie premieres (pre-television, post-theatrical window), as well as our
original shows. Eros Now offers films, music videos, television catch-up shows and original programming either on a free (ad
monetized), transactional or premium subscription basis worldwide. Eros Now is currently available over an increasing
number of platforms across India, as we recently signed contracts with Asianet Broadband, GTPL and RailTel. The Eros Now platform
has also continued to enhance its content offering with catch-up shows now available from Sony and SAB TV, Colours, Zee TV, Hum
TV and several other leading television channels. We believe the combination of being an early mover, our unique studio assets,
and the high market share of our extensive library positions us to be a leading player in the Indian digital entertainment industry.



We also have an ad-supported YouTube portal site on Google that
hosts an extensive collection of clips of our content and has generated 2.8 billion aggregate views and more than 3.8
million free subscribers as of July 2015. In North America, we have an agreement with International Networks, a subsidiary
of Comcast, to provide a subscription video on demand, or SVOD, service called “Bollywood Hits On Demand” that is
currently carried on Comcast, Cox Communications, Rogers Communication, Cablevision and Time Warner Cable.



Expand our regional Indian content offerings.



We will utilize our resources, international reputation and distribution
network to continue expanding our non-Hindi content offerings to reach the substantial Indian population whose main language is
not Hindi. While Hindi films retain a broad appeal across India, the diversity of languages within India allows us to treat regional
language markets as distinct markets where particular regional language films have a strong following. In fiscal 2015, our Tamil
and Telugu global releases were six films as compared to eight such films in fiscal 2014.



In addition to Tamil and Telugu, we plan to expand our content
for selected regional languages such as Marathi and Bengali. We intend to use our existing distribution network across
India to distribute regional language films to specific territories. Where opportunities are available and where we have the rights,
we also intend to exploit re-make rights to some of our popular Hindi movies into non-Hindi language content targeted towards
these regional audiences.



Slate Profile



The success of our film distribution business lies in our ability
to acquire content. Each year, we focus on the acquisition and distribution of a diverse portfolio of Indian language and themed
films that we believe will have a wide audience appeal. In each of the past three fiscal years, we have released between 65
to 77 films per year, and for fiscal 2015, our releases included 45 new Hindi films, of which three were high budget
films, and 19 Tamil and Telugu language films, of which three were high budget films. In addition, we currently have six
high budget films scheduled for release for fiscal 2016.



27







Our typical annual slate of new releases consists of both Hindi
language films as well as films produced specifically for audiences whose main language is not Hindi, primarily Tamil, and to
a lesser extent other regional Indian languages. Our most expensive films are generally the high and medium budget films
(mainly Hindi and a few Tamil and Telugu films) that we release globally each year. Of these Hindi, Tamil and Telugu films, we
generally have four to six high budget films. The remainder of the films (mainly Hindi but also Tamil and/or Telugu) included
in each annual release slate is built around these high budget films to create a slate that will attract varying segments of the
audience, and typically includes five to thirteen medium budget films. The remainder of the slate consists of Hindi, Tamil, Telugu
and other language films of a lower budget.



We have maintained our focus on high and medium budget Hindi films
because these films typically have better production values and more recognizable stars that typically attract larger theatrical
audiences. These high and medium budget films also typically drive higher revenues from television syndication in India. We seek
to mitigate the risks associated with these higher budget films through the use of our extensive pre-sale strategies. We have
increased our focus on high and medium budget Tamil and Telugu films for similar reasons. In addition, we can release a Tamil
and Hindi film on the same date as they cater to different audiences, which allow us to effectively schedule releases for our
film portfolio and to take a greater combined share of the box office on those release dates. Our slate contained six high budget
Hindi films in fiscal 2013, four high budget films in fiscal 2014 of which three were Hindi and one was Telugu, and six high budget
films in fiscal 2015, of which three were Hindi, two Tamil and one was Telugu. Rentrak reports our market share (as an average
over the preceding four calendar years to 2014) as 35% of all theatrically released Indian language films in the United
Kingdom based on gross collections, including releases by Ayngaran, our majority-owned subsidiary, and 32% in the United States
on the same basis, and from 1980 to 2012, we had the highest market share of all theatrically released Indian language films in
the United Kingdom based on gross collections.



Hindi Film Content. Our typical annual slate of films is
comprised of high or medium budget films in the popular comedy and romance genres, supported by lower budget films.



Selected Hindi Releases in Fiscal Year 2015 (a)



|Film            |  | Cast/(Director)                                           |  | Production/Co-production/Acquisition |  | Genre  |  | Actual Monthof Release | 
|--------------- |  | --------------------------------------------------------- |  | ------------------------------------ |  | ------ |  | ---------------------- | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Main Tera Hero  |  | Varun Dhawan, Ileana D’Cruz 
(David Dhawan)               |  | Acquisition(International only)      |  | Action |  | April-14               | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Ek Villain      |  | Siddharth Malhotra, Sharaddha Kapoor(Mohit Suri)          |  | Acquisition(International only)      |  | Action |  | June-14                | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Singham Returns |  | Ajay Devgn, Kareena Kapoor(Rohit Shetty)                  |  | Acquisition(International only)      |  | Action |  | August-14              | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Mary Kom        |  | Priyanka Chopra(Omung Kumar)                              |  | Acquisition(International only)      |  | Action |  | September-14           | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Action Jackson  |  | Ajay Devgn, Sonakshi Sinha 
(Prabhu Dheva)                |  | Acquisition                          |  | Action |  | December-14            | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Shamitabh       |  | Dhanush, Amitabh Bachchan (R. Balki)                      |  | Co-production                        |  | Comedy |  | February-15            | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Badlapur        |  | Varun Dhawan, Nawazuddin Siddiqui 
(Sriram Raghavan)      |  | Co-production                        |  | Action |  | February-15            | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|Tevar           |  | Arjun Kapoor, Sonakshi Sinha, Manoj Bajpayee(Amit Sharma) |  | Acquisition                          |  | Action |  | January-15             | 
|                |  |                                                           |  |                                      |  |        |  |                        | 
|NH10            |  | Anushka Sharma  (Navdeep Singh)                           |  | Co-production                        |  | Drama  |  | March-15               | 



(a) The list of films set forth in the table above is not a
complete list of all the films released in the period by us and only covers selected Hindi film releases. We released a total of
65 films in fiscal 2015.



28







Tamil, Telugu and Other Regional Film Content.In order
to respond to consumer demand for regional films, we have a slate of films produced in languages other than Hindi, such as Tamil,
Telugu, Marathi, Kannada and Punjabi.



Selected Tamil and Telugu Releases in Fiscal Year 2015 (a)



|Film                  |  | Cast/(Director)                                              |  | Production/Co-production/Acquisition |  | Genre             |  | Actual Monthof Release | 
|--------------------- |  | ------------------------------------------------------------ |  | ------------------------------------ |  | ----------------- |  | ---------------------- | 
|                      |  |                                                              |  |                                      |  |                   |  |                        | 
|Kochadaiiyaan (Tamil) |  | Rajinikanth, Deepika Padukone
(K. S. Ravikumar)              |  | Co-production                        |  | Animation/ action |  | May-14                 | 
|                      |  |                                                              |  |                                      |  |                   |  |                        | 
|Aagadu (Telugu)       |  | Mahesh Babu, Tamannaah (Srinu Vatila)                        |  | Co-production                        |  | Action            |  | September-14           | 
|                      |  |                                                              |  |                                      |  |                   |  |                        | 
|Kaththi (Tamil)       |  | Vijay, Samantha Ruth Prabhu (A.R. Murugadoss)                |  | Acquisition                          |  | Action            |  | October-14             | 
|                      |  |                                                              |  |                                      |  |                   |  |                        | 
|Lingaa (Tamil)        |  | Rajinikanth, Anushka Shetty, Sonakshi Sinha (K.S. Ravikumar) |  | Acquisition                          |  | Action            |  | December-14            | 



(a) The list of films set forth in the table above
is not a complete list of all the films released in the period by us and only covers selected Tamil and Telugu film releases.
We released a total of 65 films in fiscal 2015.



Our typical annual slate includes between 19 to 30 Tamil films,
of which six were global Tamil and Telugu releases in fiscal 2015 compared to eight in fiscal 2014. Tamil films are predominantly
star-driven action or comedy films, which appeal to audiences distinct from audiences for more romance-focused Hindi films. Our
Tamil language production, acquisition and distribution activities used to be primarily conducted through our majority owned subsidiary,
Ayngaran. We have begun to source, distribute and exploit Tamil and Telugu films directly and we hope to scale our presence in
the Telugu film market further like we have done in the Tamil film market. We believe that a Tamil or Telugu film and a Hindi
film can be released simultaneously on the same date without adversely affecting business for either film as each caters to a
different audience. For example, we successfully released Son of Sardaar in Hindi and Thuppakkiin Tamil on the
same festive date of Diwali, November 13, 2012.



We believe we can capitalize on the demand for regional films and
replicate our success with Tamil and Telugu films for other distinct regional language films, including Marathi, Malayalam and
Punjabi. We have begun to source, distribute and exploit Malayalam films with Life of Josuttydirected
by Jithu Joseph set for release in fiscal 2016. In addition, the key Indian release dates for films, during school and other holidays,
vary by region and therefore the ability to release films on different holidays in various regions, in addition to being able to
release films in different regional languages simultaneously, expands the likely periods in which films can be successfully released.
We intend to build up our portfolio of films targeting other regional language markets gradually.



29







Selected Major Releases in Fiscal Year 2016(a)

|Film                    |  | Cast/(Director)                                         |  | Co-Production/Acquisition |  | Genre   |  | Actual/
AnticipatedQuarter of Release
|----------------------- |  | ------------------------------------------------------- |  | ------------------------- |  | ------- |  | -------------------------------------
|                        |  |                                                         |  |                           |  |         |  |                                      
|Uttama Villain          |  | Kamal Haasan (Ramesh Aravind)                           |  | Acquisition               |  | Drama   |  | Released Q1 FY 2016                  
|                        |  |                                                         |  |                           |  |         |  |                                      
|Tanu Weds Manu Returns  |  | Kangana Ranaut, R. Madhvan (Anand L. Rai)               |  | Co-production             |  | Comedy  |  | Released Q1 FY 2016                  
|                        |  |                                                         |  |                           |  |         |  |                                      
|Masss (Tamil)           |  | Suriya, Nayantara, Amy Jackson (Venkat Prabhu)          |  | Acquisition               |  | Action  |  | Released Q1 FY 2016                  
|                        |  |                                                         |  |                           |  |         |  |                                      
|Bajrangi Bhaijaan       |  | Salman Khan, Kareena Kapoor (Kabir Khan)                |  | Acquisition               |  | Drama   |  | Q2 FY 2016                           
|                        |  |                                                         |  |                           |  |         |  |                                      
|Rajini Murugan (Tamil)  |  | Sivakarthikeyan (Ponram)                                |  | Acquisition               |  | Action  |  | Q2 FY 2016                           
|                        |  |                                                         |  |                           |  |         |  |                                      
|Welcome Back            |  | Anil Kapoor, John Abraham (Anees Bazmee)                |  | Acquisition               |  | Comedy  |  | Q2 FY 2016                           
|                        |  |                                                         |  |                           |  |         |  |                                      
|Hero                    |  | Sooraj Pancholi, Athiya Shetty (Nikhil Advani)          |  | Acquisition               |  | Romance |  | Q2 FY 2016                           
|                        |  |                                                         |  |                           |  |         |  |                                      
|Bajirao Mastani         |  | Ranveer Singh, Deepika Padukone (Sanjay Leela Bhansali) |  | Co-production             |  | Romance |  | Q3 FY 2016                           
|                        |  |                                                         |  |                           |  |         |  |                                      
|Gabbar Singh 2 (Telugu) |  | Pawan Kalyan (K. S. Ravindra)                           |  | Co-production             |  | Action  |  | Q4 FY 2016                           
|                        |  |                                                         |  |                           |  |         |  |                                      
|24 (Tamil)              |  | Suriya (Vikram Kumar)                                   |  | Acquisition               |  | Drama   |  | Q4 FY 2016                           

_______________

| | (a) | The list of films set forth in the table above is for illustrative purposes only, is not complete and only includes released and anticipated future releases. Due to the uncertainties involved in the development and production of films, the date of their completion can be significantly delayed, planned talent can change and, in certain circumstances, films can be cancelled or not approved by the Indian Central Board of Film Certification. See “Part I — Item 3. Key Information — D. Risk Factors — Risks Relating to Our Business — Our films are required to be certified in India by the Central Board of Film Certification.”
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Seasonality



Theater attendance in India has traditionally been highest during
school holidays, national holidays and during festivals, and we typically aim to release big-budget films at these times. This
timing of releases also takes account of competitor film releases, Indian Premier League cricket matches and the timing dictated
by the film production process and as a result, our quarterly results can vary from one year to the next.



Content Development and Sourcing



We currently acquire films using
two principal methods — by acquiring rights for films produced by others, generally through a license agreement, and by
co-producing films with a production house, typically referred to as a banner, that is usually owned by a top Indian actor, director
or writer, on a project by project basis. We regularly co-produce and acquire film content from some of the leading banners in
India, including Bhansali Productions Pvt. Limited, Illuminati Films, Nadiadwala Grandson Entertainment Pvt. Limited, Excel
Entertainment, Salman Khan Ventures Pvt. Limited and Alumbra Entertainment Media Pvt. Limited. Regardless of the
acquisition method, over the past five years, we have typically obtained exclusive global distribution rights in all media for
a minimum period of five to 20 years from the Indian initial theatrical release date, although the term can vary for certain films
for which we may only obtain international or only Indian distribution rights, and occasionally soundtrack or other rights are
excluded from the rights acquired. On co-produced films, we typically have exclusive distribution rights for at least 20 years,
co-own the copyright in such film in perpetuity and, after the exclusive distribution right period, share control over the further
exploitation of the film.



We believe producers bring proposed films to us not only because
of established relationships, but also because they want to leverage our proven distribution and marketing capabilities. Our in-house
creative team also directly develops film ideas and contracts with writers and directors for development purposes. When we originate
a film concept internally, we then approach appropriate banners for co-production. Our in-house creative team also participates
in the selection of our slate with other members of our management through our analysis focused on the likelihood of the financial
success of each project. Our management is extensively involved in the selection of our high budget films in particular.

30







Regardless of whether a film will be acquired or co-produced, we
determine the likely value to us of the rights to be acquired for each film based on a variety of factors, including the stars
cast, director, composer, script, estimated budget, genre, track record of the production house, our relationship with the talent
and historical results from comparable films. Our primary focus is on sourcing a diversified portfolio of films expected
to generate commercial success. We generally co-produce our high budget films and acquire rights to more medium and low budget
films. Our model of acquiring or co-producing films rather than investing in significant in-house production capability allows
us to work on more than one production with key talent simultaneously, since the producer or co-producer takes the lead on the
time intensive process of production, allowing us to scale our film slate more effectively. The following table summarizes typical
terms included in our acquisition and co-production contracts.



|                     |  | Acquisition                                                                                                                                                                      |  | Co-production                                                                                                                                                                                            
|-------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Film Cost            |  | Negotiated “market value”                                                                                                                                                        |  | Actual cost of production or capped budget and 10-15% production fee                                                                                                                                     
|                     |  |                                                                                                                                                                                  |  |                                                                                                                                                                                                          
|Rights               |  | 6 months-20 years                                                                                                                                                                |  | Exclusive distribution rights for at least 20 years after which Eros shares control over the further exploitation of the film, and co-owned copyright in perpetuity, subject to applicable copyright laws
|                     |  |                                                                                                                                                                                  |  |                                                                                                                                                                                                          
|Payment Terms        |  | 10-30% upon signatureBalance upon delivery or in installments between signing and delivery                                                                                       |  | In accordance with film budget and production schedule                                                                                                                                                   
|                     |  |                                                                                                                                                                                  |  |                                                                                                                                                                                                          
|Recoupment Waterfall |  | “Gross” revenuesLess 10-20% Eros distribution fee (% of cost or gross revenues)Less print, advertising costs (actuals)Less cost of the filmNet revenues generally shared equally |  | Generally same as Acquisition except sometimes Eros also charges interest and/or a production or financing fee for the cost of capital and overhead recharges                                            



Where we acquire film rights, we pay a negotiated fee based on our
assessment of the expected value to us of the completed film. Although the timing of our payment of the negotiated fee for an acquired
film to its producer varies, typically we pay the producer between 10% and 30% of a film’s negotiated acquisition cost upon
signing the acquisition agreement, and the remainder upon delivery of the completed film or in installments paid between signing
and delivery. In addition to the negotiated fee, the producer usually receives a share of the film’s revenue stream after
we recoup a distribution fee on all revenues, the entire negotiated fee and distribution costs, including prints and ads. After
we sign an acquisition agreement, we do not exercise any control over the production process, although we do retain complete control
over the distribution rights we acquire.



For films that we co-produce, in exchange for our commitment to
finance typically 100% of the agreed-upon production budget for the film and agreed budget adjustments, we typically share ownership
of the intellectual property rights in perpetuity and secure exclusive global distribution rights for all media for at least 20
years. After we recoup our expenses, we and the co-producers share in the proceeds of the exploitation of the intellectual property
rights. Pending determination of the actual production cost of the film, we also agree to a pre-determined production fee to compensate
the co-producer for his services, which typically ranges from 10%-15% of the total budget. We typically also provide a share of
net revenues to our co-producers. Net revenues generally means gross revenues less our distribution fee, distribution cost and
the entire amount we have paid as committed financing for production of the film. Our distribution fee varies from co-produced
film to co-produced film, but is generally either a continuing 10% to 20% fee on all revenues, or a capped amount that is calculated
as a percentage of the committed financing amount for production of the film. In some cases, net revenues also deduct an overhead
charge and an amount representing an interest charge on some or all of the committed financing amount. Typically, once we agree
with the co-producer on the script, cast and main crew including the director, the budget and expected cash flow through a detailed
shooting schedule, the co-producer takes the lead in production and execution. We normally have our executive producer on the film
to oversee the project.



We reduce financing risk for both acquired and co-produced films
by capping our obligation to pay or advance funds at an agreed-upon amount or budgeted amount. We also frequently reduce financial
risk on a film to which we have committed funds by pre-selling rights in that film.



Pre-sales give us advance information about likely cash flows from
that particular film product, and accelerate cash flow realizable from that product. Our most common pre-sale transactions are
the following:

| | · | pre-selling theatrical rights for certain geographic areas, such as theaters outside the main theater circuits in India or
certain non-Indian territories, for which we generally get nonrefundable minimum guarantees plus a share of revenues above a specified
threshold;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31







| | · | pre-selling television rights in India, generally by bundling releases in a package that is licensed to satellite television
operators for a specified run; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | pre-selling certain music rights, including for movie soundtracks and ringtones.
| | - | --------------------------------------------------------------------------------



From time to time we also acquire specific rights to films that
have already been released theatrically. We typically do not acquire global all-media rights to such films, but instead license
limited rights to distribution channels, like television, audio and home entertainment only, or rights within a certain geographic
area. As additional rights to these films become available, we frequently seek to license them as well, and our package of distribution
rights in a particular film may therefore vary over time. We work with producers not only to acquire or co-produce new films, but
also to license from them other rights they hold that would supplement rights we hold or have previously held related to older
films in our library. In certain cases, we may not hold full sequel or re-make rights or may share these rights with our co-producers.



Our Film Library



We currently own or license rights to films currently comprising
over 3,000 titles. Of these titles, over 700 films comprise a library of Kannada films for which we have only digital rights.
Our film library has been built up over more than 30 years and includes hits from across that time period, including Devdas,
Hum Dil De Chuke Sanam, Lage Raho Munna Bhai, Om Shanti Om, Viki Donor, English Vinglish, Goliyon
Ki Raasleela: Ram-Leela and Tanu Weds Manu Returns. We have acquired most of our film content through fixed term contracts
with third parties, which may be subject to expiration or early termination. We own the rights to the rest of our film content
as co-producers or, with respect to one film, sole producer of those films. Through such acquisition and co-production arrangements,
we seek to acquire rights to 60-70 additional films each year. While we typically hold rights to exploit our content through various
distribution channels, including theatrical, television and new media formats, we may not acquire rights to all distribution channels
for our films. In particular, we do not own or license the music rights to a majority of the films in our library. We expect to
maintain more than half of the rights we presently own through at least March 31, 2020.



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. More than half of our library is comprised
of films first released ten or more years ago, including films released as early as the 1940s. We own or license rights to films
produced in several regional languages, including Tamil, Telugu, Kannada, Marathi and Punjabi.



We treat our new releases as part of our film library one year from
the date of their initial theatrical release. We believe our extensive film library provides us with unique opportunities for content
exploitation, such as our dedicated Eros content channel carried by various cable companies outside India. Our extensive film library
provides us with a reliable source of recurring cash flow after the theatrical release period for a film has ended. In addition,
because our film library is large and diversified, we believe that we can more effectively leverage our library in many circumstances
by licensing not just single films but multiple films.



32







A summary of certain key features of our film library rights as
of March 31, 2015 follows below.



|                                                                                                                                                                 |  | Hindi Films                                                                                                                        |  | Regional Language Films(excluding Kannada films)                                                                                  |  | Kannada Films                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Approximate percentage of total library                                                                                                                          |  | 36%                                                                                                                                |  | 45%                                                                                                                               |  | 19%                                                                    
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Approximate percentage of co-production films                                                                                                                    |  | 1%                                                                                                                                 |  | Less than 1%                                                                                                                      |  | Not applicable                                                         
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Minimum remaining term of exclusive distribution rights for total films (approximate
    percentage of rights expiring at the earliest in the periods indicated) |  | 2020 or earlier: 25%2021-2025: 50%2026-2030: 9%2031-2045: 3%Perpetual rights, subject to applicable copyright law limitations: 13% |  | 2020 or earlier: 4%2021-2025: 28%2026-2030: 0%2031-2045: 3%Perpetual rights, subject to applicable copyright law limitations: 66% |  | Not applicable                                                         
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Remaining term of exclusive distribution rights for co-production (approximate percentage
    of rights expiring earliest in the periods indicated)              |  | 2020 or earlier: 6%2021-2025: 0%2026-2030: 0%2031-2045: 4%Perpetual rights, subject to applicable copyright law limitations: 89%   |  | Perpetual rights, subject to applicable copyright law limitations: 100%                                                           |  | Perpetual rights, subject to applicable copyright law limitations: 100%
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Date of first release (by Eros or prior rights owner)                                                                                                            |  | 1943-2015                                                                                                                          |  | 1958-2015                                                                                                                         |  | *                                                                      
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Rights in major distribution channels                                                                                                                            |  | Theatrical: 34%Television syndication: 34%Digital: 76%                                                                             |  | Theatrical: 47%Television syndication: 66%Digital: 65%                                                                            |  | Digital: 100%                                                          
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Music Rights (approximate percentage of films)                                                                                                                   |  | 23%                                                                                                                                |  | 26%                                                                                                                               |  | 0%                                                                     
|                                                                                                                                                                 |  |                                                                                                                                    |  |                                                                                                                                   |  |                                                                        
|Production Years (approximate percentage of films produced in the periods indicated)                                                                             |  | 1943-1965: 3%1966-1990: 15%1991-2015: 81%                                                                                          |  | 1943-1965: 0%1966-1990: 2%1991-2015: 98%                                                                                          |  | *                                                                      



| | (*) | Our Kannada digital rights library was acquired in September 2010, subsequent to the production and date of first release for these films, and consequently this information is not in our records.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



“High budget” films refer to Hindi films with direct
production costs in excess of $8.5 million and Tamil and Telugu films with direct production costs in excess of $7.0 million, in
each case translated at the historical average exchange rate for the applicable fiscal year. “Low budget” films refer
to both Hindi, Tamil and Telugu films with less than $1.0 million in direct production costs, in each case translated at the historical
average exchange rate for the applicable fiscal year. “Medium budget” films refer to Hindi, Tamil and Telugu films
within the remaining range of direct production costs.



Distribution Network and Channels



We distribute film content primarily through the following distribution
channels:

| | · | theatrical, which includes multiplex chains and stand-alone theaters;
| | - | ---------------------------------------------------------------------

| | · | television syndication, which includes satellite television broadcasting, cable television and terrestrial television;
and
| | - | --------------------------------------------------------------------------------------------------------------------------

| | · | digital, which primarily includes IPTV, VOD and internet channels.
| | - | ------------------------------------------------------------------



We generally monetize each new film we release through an initial
twelve month revenue cycle commencing after the film’s theatrical release date. Thereafter, the film becomes part of our
film library where we seek to continue to monetize the content through various platforms. The diagram below illustrates a typical
distribution timeline through the first twelve months following theatrical release of one of our films.

33







Film release
first cycle timeline







We currently acquire films both for global distribution, which includes
the Indian domestic market as well as international markets and for international distribution only.



Certain information regarding our initial distribution rights to
films initially released in the three fiscal years ended March 31, 2015, 2014 and 2013 is set forth below:



|                                       |  | Year ended March  31,
|-------------------------------------- |  | ---------------------
|                                       |  | 2015                 
|Global (India and International)       |  |                      
|Hindi films                            |  |                      
|Regional films (excluding Tamil films) |  |                      
|Tamil films                            |  |                      
|International Only                     |  |                      
|Hindi films                            |  |                      
|Regional films (excluding Tamil films) |  |                      
|Tamil films                            |  |                      
|India Only                             |  |                      
|Hindi films                            |  |                      
|Regional films (excluding Tamil films) |  |                      
|Tamil films                            |  |                      
|Total                                  |  |                      



We distribute content in over 50
countries through our own offices located in key strategic locations across the globe, including separate offices maintained by
Ayngaran for distribution of Tamil films that we do not distribute directly, and through our distribution partners. In response
to Indian cinemas’ continued growth in popularity across the world, especially in non-English speaking markets, including
Germany, Poland, Russia, Southeast Asia and Arabic speaking countries, we offer dubbed and/or subtitled content in over 25 different
languages. We have recently entered into co-production deals with three Chinese film companies. In addition to our internal
distribution resources, our global distribution network includes relationships with distribution partners, sub-distributors, producers,
directors and prominent figures within the Indian film industry and distribution arena.



Theatrical Distribution and Marketing



Indian Theatrical Distribution. The Indian theatrical market
is comprised of both multiplex and single screen theaters that utilize both prints and in some cases, digital formats and is divided
into six circuits. We distribute our content in all of the circuits through our internal distribution offices in Mumbai, Delhi
and Punjab or through sub-distributors in other circuits. Our primarily internal distribution network allows us greater control,
transparency and flexibility over the core regions in which we distribute our films, and allows us to retain a greater portion
of revenues per picture as a result of direct exploitation instead of using sub-distributors, which requires the payment of additional
fees or commissions.



34







The largest number of screens in India
that we book for a particular film will be booked for the first week of theatrical release, because a substantial portion of box
office revenues are collected in the first week of a film’s theatrical exhibition. We entered into agreements with certain
key multiplex operators to share net box office collections for our theatrical releases with the exhibitor for a predetermined
fee of 50% of net box office collections for the first week, after which the split decreases over time. These agreements expired
in June 2011, and we now enter into agreements on a film-by-film and exhibitor-by-exhibitor basis instead of entering into long-term
agreements.To date, our film-by-film agreements
have been on terms that are no less favorable than the terms of the prior settlement agreements; however, we cannot guarantee such
terms can always be obtained.



For highly anticipated new releases, we typically also receive an
advance payment from multiplex operators which is credited against the predetermined fee, and we typically obtain non-refundable
minimum guarantees from single screen exhibitors and agree to a revenue sharing arrangements above the minimum guarantee.



The broad theatrical distribution during the first week after initial
release of a film requires that a significant number of prints be made available at the outset of the theatrical run.



As the Indian film industry is moving towards digital film distribution,
we are increasing our focus on this opportunity which we anticipate will continue to reduce our distribution and print production
costs. In India, the cost of distributing a digital film print is lower than the cost of distributing a digital film print in the
United States. The cost of producing a digital film print is lower than the cost of producing a physical film print. Utilization
of digital film media also provides additional protection against unauthorized copying, which enables us to capture incremental
revenue that we believe are at risk of loss through content piracy.



Pursuant to the Cinematograph Act, Indian films must be certified
for adult viewing or general viewing by the Central Board of Film Certification, or CBFC, which looks at factors such as the interest
of sovereignty, integrity and security of India, friendly relations with foreign states, public order and morality. Obtaining a
desired certification may require us to modify the title, content, characters, storylines, themes or concepts of a given film.



Theatrical Distribution Outside India. Outside India, we
distribute our films theatrically through our offices in Dubai, Singapore, the U.S., the United Kingdom, Australia and Fiji and
through sub-distributors. In our international markets, instead of focusing on wide releases, we select a smaller number of theaters
that play films targeted at the expatriate South Asian population or the growing international audiences for Indian films. We generally
theatrically release subtitled versions of our films internationally on the release date in India, and dubbed versions of films
in countries outside India 12-24 weeks after their initial theatrical release in India.



Marketing.
The pre-release marketing of a film is an integral part of our theatrical distribution strategy. Our marketing team creates marketing
campaigns tailored to market and movie, utilizing print, brand tie-ups, music pre-releases, outdoor advertising, social media
marketing on Facebook and Twitter and online advertising to generate momentum for the release of a film. We generally begin print
media public relations as soon as a film commences shooting, with full marketing efforts commencing two to three months in advance
of a film’s release date, starting with a theatrical trailer for the film promoted as part of another film currently playing
in theaters. In addition, usually between six to eight weeks before the initial Indian theatrical release date, we separately
release clips from the films featuring musical numbers. Those clips and the accompanying music tracks are separately available
for purchase and add to consumer awareness and anticipation of the upcoming film release. We also maintain a Facebook page, which
supplies background detail, chat opportunities and photos of upcoming films as well as links to our YouTube content.



We also use promotional agreements and integrated television marketing
to subsidize marketing costs and expand our marketing reach. We partner with leading consumer companies in India which support
our marketing campaigns in exchange for including their brands in promotional billboards, print ads and other marketing materials
for our new film releases. Our marketing teams also work with our film stars to coordinate promotional appearances on popular television
programming, timed to coincide with the marketing period for upcoming theatrical releases.



Our marketing efforts are primarily managed by employees located
in offices across India or in one of our international offices in Dubai, Singapore, the United States, the United Kingdom, Australia
and Fiji. Occasionally, sub-distributors manage marketing efforts in regions that do not have a dedicated Eros or Ayngaran marketing
team, using the creative aspects developed by us for our marketing campaigns. Managing marketing locally permits us to more easily
identify appropriate local advertising channels and results in more effective and efficient marketing.



Television Distribution



India Distribution. We believe that the increasing television
audience in India creates new opportunities for us to license our film content, and expands audience recognition of the Eros name
and film products. We license Indian film content (usually a combination of new releases and existing films in our library), to
satellite television broadcasters operating in India under agreements that generally allow them to telecast a film over a stated
period of time in exchange for a specified license fee. We have, directly or indirectly, licensed content for major Indian television
channels such as Colours, Sony, the Star Network and Zee TV.

35







There are several models for satellite television syndication in
India. In the “syndication model,” a group of channels share the broadcast of a specified set of films between them
in a certain order and pay us separate license fees. In the alternative “licensing model,” which is currently the predominant
model in India, we grant an exclusive license in favor of one particular channel for broadcast on its channels for a specified
period of time. In fiscal 2012, we negotiated terms with Sahara One Media and Entertainment Limited for broadcast on their general
entertainment channel that entitle us to additional license fees based on box office performance, over and above the minimum guarantee
license fee. Regardless of the model, following the first cycle license period, we seek to continue to license the content for
the subsequent cycles.



Television pre-sales in India are an important factor in enhancing
revenue predictability for our business. Where we do pre-sales, we negotiate a set license fee which is payable over time with
the last payment due on delivery of the film. We released six high budget films in fiscal 2015 out of which three were Hindi,
two were Tamil and one was Telugu. In the case of the Telugu film, we recouped 100% of our direct production cost through contractual
commitments prior to the film’s release and in the case of the two Tamil films we recouped 91% and 95% respectively. In
the case of one Hindi film we recouped 63% of the direct production cost through pre-sales. In the case of the remaining two Hindi
high budget films released in the third and fourth quarter of fiscal 2015, we did not pre-sell our television rights in order
to be able to premiere the films on Eros Now in July 2015 to coincide with the marketing launch of Eros Now prior to the television
window. We currently expect to resume television pre-sales of our high budget Hindi films like in past years, even though some
of these films will continue to premiere on Eros Now prior to airing on television. In fiscal 2014, we recouped 43% to 73%
of our production cost of high budget Hindi films and over a 100% of our production cost of high budget Tamil and Telugu films
through pre-sales contractual commitments.



From time to time, we also sell television syndication rights indirectly through companies that aggregate television
rights for resale. While a large part of our revenues came from such licensing of television rights through aggregators in fiscal
2013, in 2014 and 2015 we moved away from using aggregators and entered into direct licensing agreements with Viacom 18
Media Private Limited (Colors), and Multiscreen Media Private Limited (Sony) that covered a number of new, forthcoming and library
titles.



Our content is typically released on satellite television three to six months after the initial theatrical
release. In India there are currently six direct to home, or DTH, providers. We have offered some of our films through DTH service
providers, but we have also licensed these rights with the satellite TV rights to satellite channel providers. As the number of
DTH subscribers increase in India, we anticipate that we will have an opportunity to license directly for DTH exploitation. We
have also provided content to regional cable operators. Although DTH distribution is still relatively small in India, with Indian
telecom networks and DTH platforms expanding their services, we are beginning to see an increased interest for video on demand
in India. We also sub-license some of our films for broadcast on Doordarshan, the sole terrestrial television broadcast network,
which is government owned. The Indian cable system is currently highly fragmented and predominantly an analog platform, although
there are companies that are leading the cable digitization and consolidation such as DEN and Hathway. While local cable operators
are unwilling and unable to pay standard licensing rates for our content, and cable television licensing has not been a material
source of revenue for us, we are beginning to see early signs of growth in cable television licensing. We believe that as the cable
industry migrates towards digital technology and moves toward consolidation, cable television licensing will represent a more significant
revenue stream for our business.



International Distribution. Outside of India, we license
Indian film content for broadcasting on major channels and platforms around the world, such as Channel 4 and SBS Australia. We
also license dubbed content to Europe, Arabic-speaking countries and in Southeast Asia and other parts of the world. Often such
licenses include not just new releases, but films grouped around the same star, director or genre. International pre-sales of television,
music and other distribution rights are a significant component of our overall pre-sale strategy. We believe that our international
distribution capabilities and large library of content enable us to generate a larger portion of our revenue through international
distribution than the film entertainment industry average of 7% in India as reported by the FICCI Report 2015.



Digital Distribution



In addition to our theatrical and television distribution networks,
we have a global network for the digital distribution of our content, which consists of full length films, music, music videos,
clips and other video content. Through our digital distribution channel we distribute content primarily in IPTV, VOD (including
SVOD and DTH) and online internet channels. Our film content is distributed in original language, subtitled into local languages
or dubbed, in each case as driven by consumer or regional market preferences. With our large library of content and slate of new
releases, we have sought to capitalize on changes in consumer demand through early adoption of new formats and services, which
we believe enables us to generate a larger portion of our revenue through digital distribution than the film entertainment industry
average in India.



With a significant portion of the Indian and international population
rapidly moving toward digital technology, we are increasing our focus on providing on demand services, although the platforms
and strategies differ by region. Under current Indian law, the Indian cable providers are required to transfer from analog
to digital formats by December 31, 2015. Outside of India, there is a proliferation of cable, satellite and internet services
that we supply. In addition, with the proliferation of internet users, we are increasing our online distribution presence as well.
These platforms enable us to continue to monetize a film in our library long after its theatrical release period has ended. In
addition, the speed, ease of availability and prices of digital film distribution diminish incentives for unauthorized copying
and content piracy.

36







In order to capitalize on emerging trends like growing Internet
usage, increased broadband internet penetration and availability of faster 3G/4G mobile networks, in August 2012, we soft-launched
Eros Now, our on-demand entertainment portal accessible via internet-enabled devices, with a limited number of movies and music
videos. Our pre-launch phase of Eros Now has continued through June 2015, and has registered 19 million users globally. This increase
occurred without an official marketing campaign, which is expected to launch on July 16, 2015 with the latest exclusive movie
premieres (pre-television, post-theatrical window), as well as our original shows. Eros Now offers films, music videos, television
catch-up shows and original programming either on a free (ad monetized), transactional or premium subscription basis
worldwide. We expect that Eros Now, which is already accessible via tablets such as the iPad and Android devices, will eventually
include our full film library. Eros Now is currently available over an increasing number of platforms across India, as we recently
signed contracts with Asianet Broadband, GTPL and RailTel. The Eros Now platform has also continued to enhance its content offering
with catch-up shows now available from Sony and SAB TV, Colours, Zee TV, Hum TV and several other leading television channels.



The premium service will allow subscribers greater access to ad-free
media content from multiple devices in addition to playback options. We believe that Eros Now will serve as a platform to further
exploit our extensive library content, as well as increase the depth and penetration of our user base. In the future, we believe
the combination of this digital distribution platform, coupled with our film library, will offer a comprehensive and attractive
outlet for advertisers. We believe the combination of being an early mover, our unique studio assets, and the high market share
of our extensive library positions us to be a leading player in the Indian digital entertainment industry.



In February 2015 we
executed a definitive agreement to acquire a controlling stake in Techzone, a Mobile Value Added Services (“MVAS”)
provider for telecom operators based in India, for an undisclosed sum. This acquisition is subject to certain conditions precedent
apart from customary legal, regulatory and financial requirements.



Techzone is an aggregator, developer and distributor of entertainment
content via mobile platforms in India. Techzone is particularly focused on the Bollywood films and music markets and has significant
region-specific content in Tamil and Telugu. The company has relationships and billing integration with major telecom networks
in India to distribute its content and also has its own “Mobile Shortcode” 56060. Techzone makes its content available
to end-users via various methods such as caller ring-back tones (CRBT), mobile radio, short message service (SMS), wireless application
protocol (WAP) and interactive voice response (IVR).



Techzone has completed an average of 25 million SMS, WAP or IVR
transactions per month over the past three years across 12 major telecom operators in India for which it bills the customers directly
through its billing platform. This excludes CRBT transactions which are also marketed and distributed by Techzone but billed by
the telecom operators directly. In a given month, a single customer may engage in multiple transactions.



With 944 million mobile subscribers (including over 60 million internet
enabled smart phones) in India in 2014, we believe that Techzone will be a strong addition to our Eros Now strategy to increase
distribution of content through digital platforms.



In North America, we have an agreement with International Networks,
a subsidiary of Comcast, to provide a SVOD service called “Bollywood Hits On Demand.” The service is now carried
on Comcast, Cox Communications, Rogers Communication, Cablevision and Time Warner Cable. We provide all programming for this film
and music channel, and we share revenues with the cable provider. We also provide content to other VOD service providers, including
Pan Universe International and Efacet Enterprises Limited.



We currently supply internet streaming ad-supported sites such as our Eros channel on YouTube with
short form film and audio visual content and our own www.erosentertainment.comwebsite (information contained on our
website is not a part of, and is not incorporated by reference into, this annual report). On YouTube, where we have exceeded 2.8
billion views to date since our launch in 2007 and have over 3.8 million free subscribers as of July 2015, we sell banner
and pre-roll advertisements, and share these advertising revenues with Google.



Physical and Other Distribution



We also distribute globally our film content through physical formats
(DVDs and Video Compact Discs, or VCDs), in hotels and on airlines, and for use on mobile networks. We distribute and license content
on physical media throughout the world, including on Blu-ray and DVDs, and in India on VCD and DVD. In India, and to service South
Asian consumers internationally, we distribute to major retail chains (such as Planet-M) and internet platforms such as Amazon,
as well as supplying local wholesalers and retailers. We also license content to third party distributors internationally to provide
content dubbed into local languages for consumption by non-South Asian audiences. We also have direct sales to corporate customers,
primarily in India, who bundle our DVDs or VCDs with their own products for promotional purposes. This aspect of our business works
on a volume basis, with the low margins being offset by large confirmed orders. We have provided content for various mobile platforms
such as Singtel and Shotformats Digital Productions.



Music



Music is integral to our films, and when we obtain global, all-media
rights in our acquired or co-produced films music rights typically are included. Film music rights are often marketed and monetized
separate from the underlying film, both before and after the release of the related films. In addition, we act as a music publisher
for third party owned music rights within India. Through our internal resources and network of licensees, we are able to provide
our consumers with music content directly, through third party platforms or through licensing deals. The content is primarily taken
from our film content and the revenues are derived from mobile rights, MP3 tracks, sold via third party platforms such as iTunes
and Rhapsody as well as streaming services such as Spotify and Rdio, digital streaming, physical CDs and publishing/master rights
licensing.

37







We also exploit the music publishing and master rights we own, which
involves directly licensing songs to radio and television channels in India, synchronizing of music content to film, television
and advertisers globally, as well as receiving royalties from public performance of these songs when they are played at public
events. Ancillary revenues from public performances in India are collected and paid over to us through Phonographic Performance
Limited and The Indian Performing Rights Society, which monitor, collect and distribute royalties to their members.



B4U



As of March 31, 2015, we owned approximately 24% of LMB Holdings
Limited (“B4U”). We have no board representation, no involvement in policy decision making, we do not provide
input in respect to technical know-how and have no material contract with B4U. As a result we do not exercise significant influence
over it. B4U is a global television network that provides Indian programming across two digital television channels, B4U Music
and B4U Movies. B4U is available in many countries around the world including India, the United States, United Kingdom, Canada
and countries in the Middle East and Africa.



Valuable Technologies Limited



As of March 31, 2015, we owned 7.21% of Valuable Technologies Limited,
or Valuable. Valuable manages and operates a number of companies in the media and entertainment, technology and infrastructure
industries, including UFO Moviez, a digital cinema network in India; Boxtech, a division that provides technology backed service
support for digital movie rentals; and ImPACT, a settlement platform for computerized theatrical ticketing and sales data. In
May 2015, UFO Moviez completed its initial public offering in India on BSE Limited and National Stock Exchange of India
Limited.



Intellectual Property



As our revenue is primarily generated from commercial exploitation
of our films and related content, our intellectual property rights are a critical component of our business. Unauthorized use
of intellectual property, particularly piracy of DVDs and CDs, as well as on-line piracy through unauthorized downloads,
is widespread in India and other countries, and the mechanisms for protecting intellectual property rights in India and such other
countries are not as effective as those of the United States and certain other countries. We participate directly and through
industry organizations in actions against persons who have illegally pirated our content, and we also deal with piracy by promoting
a film to ensure maximum revenues early in its release and shortening the period between the theatrical release of a film and
its legitimate availability on DVD and VCD. This is supported by the trend in the Indian market for a significant percentage of
a film’s box office receipts to be generated in the first few weeks after release. Rapid transition of consumer preference
from physical to digital modes of consumption of film and related content via on-line, mobile and digital platforms has enabled
our Eros Now business to grow, but this business faces competition from sites offering unauthorized pirated content.



The Indian Copyright Act, 1957, or the Copyright Act, provides for
registration of copyrights, transfer of ownership and licensing of copyrights and infringement of copyrights and remedies available
in that respect. The Copyright Act affords copyright protection to cinematographic films and sound recordings. For cinematographic
films, copyright is granted for a certain period of time, usually for a period of 60 years from the beginning of the calendar year
following the year in which such film is published, subsequent to which the work falls in the public domain and any act of reproduction
of the work by any person other than the author would not amount to infringement.



Following the issuance of the International Copyright Order, 1999,
subject to certain conditions and exceptions, certain provisions of the Copyright Act apply to nationals of all member states of
the World Trade Organization, the Berne Convention and the Universal Copyright Convention.



The Copyright Act was amended in 2012 to allow authors of literary
and musical works (which may be included as part of a cinematograph film) to retain the right to receive royalty for the utilization
of such work (other than as part of the cinematograph film).



Although the state governments in India serve as the enforcing authorities
of the Copyright Act, the Indian government serves an advisory role in assisting with enforcement of anti-piracy measures. In December 2009,
the Union Information & Broadcasting Ministry established a task force to recommend measures to combat film, video and
cable piracy, which submitted recommendations in September 2010, including:

| | · | as a condition to licenses being granted to theaters and multiplexes by district authorities, theater and multiplex operators
should be required to prohibit viewers from carrying a cam-cording device inside the theater;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | encouraging state governments to enact legislation providing for preventive detention of video and audio pirates and bring
video pirates under the Goonda Act; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | undertaking measures to ensure high fidelity in genuine DVDs to discourage the public from buying pirated versions.
| | - | -------------------------------------------------------------------------------------------------------------------

38







However, these are recommendations of the task force, and there
can be no assurance that any of these recommendations will be accepted and become binding law or regulation in a timely manner,
or at all.



While copyright registration is not a prerequisite for acquiring
or enforcing such rights, registration creates a presumption favoring the ownership of the right by the registered owner. Registration
may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Neither we nor our Indian subsidiaries
currently have any registered copyrights in India. The registration of certain types of trademark is prohibited, including where
the property sought to be registered is not distinctive.



We use a number of trademarks in our business, all of which are
owned by our subsidiaries. Our Indian subsidiaries currently own over 50 Indian registered trademarks and domain names, which are
used in their business, including the registered trademark “Eros,” “Eros International,” “Eros Music,”
and “B on Demand.” However, we have not yet received Indian trademark registration for certain of our trademarks used
in India. A majority of these registrations, and certain applications for registrations, are in the name of our subsidiaries Eros
India, Eros Films or Eros Digital Private Limited, with whom we have an informal arrangement with respect to the use of such trademarks.
The registration of any trademark in India is a time-consuming process, and there can be no assurance that any such registration
will be granted.



The Indian Trade Marks Act, 1999, or the Trademarks Act, governs
the registration, acquisition, transfer and infringement of trademarks and remedies available to a registered proprietor or user
of a trademark. The registration of a trademark is valid for a period of ten years but can be renewed in accordance with the specified
procedure.



Until recently, to obtain registration of a trademark in multiple
countries, an applicant was required to make separate applications in different languages and disburse different fees in the respective
countries. However, the Madrid Protocol enables nationals of member countries, including India, to secure protection of trademarks
by filing a single application with one fee and in one language in their country of origin. The Trademarks Act was amended by the
Trade Marks (Amendment) Act 2010, or the Trademarks Amendment Act. The Trademarks Amendment Act empowers the Registrar of Trade
Marks to deal with international applications originating from India as well as those received from the International Bureau and
to maintain a record of international registrations. This amendment also removes the discretion of the registrar to extend the
time for filing a notice of opposition of published applications and provides for a uniform time limit of four months in all cases.
Further, it simplifies the law relating to transfer of ownership of trademarks by assignment or transmission and brings the law
generally in line with international practice. Pursuant to the Madrid Protocol and the Trademarks Act, we have obtained trademarks
in Egypt, the European Community, United Arab Emirates, Australia and the United States.



The remedies available in the event of infringement under the Copyright
Act and the Trademarks Act include civil proceedings for damages, account of profits, injunction and the delivery of the infringing
materials to the owner of the right, as well as criminal remedies including imprisonment of the accused and the imposition of fines
and seizure of infringing materials.



Competition



The Indian film industry’s rapid growth is changing the competitive
landscape. We believe we were one of the first companies in India to create an integrated business of sourcing new Indian film
content through co-productions and acquisitions while building a valuable library of rights in existing content and also distributing
Indian film content globally across formats.



Some of our direct competitors, such as The Walt Disney Company
(“Disney”), 20th Century Fox Pictures and Viacom Studio 18, have moved toward similar models in addition to their
other business lines within the Indian entertainment industry. We also face competition from the direct or indirect presence in
India of significant global media companies, including the major Hollywood studios. Disney has acquired 100% of UTV and Viacom
has ownership interests in Viacom Studio 18, while other Hollywood studios, such as News Corporation and Sony, have established
local operations in India for film distribution, and have released a limited number of Indian films. Our primary competitors for
Indian film content in the markets outside of India are UTV, Fox, Viacom and Yash Raj Films. We believe our experience and understanding
of the Indian film market positions us well to compete with new and existing entrants to the Indian media and entertainment sector.
Rentrak reported our market share (as an average over the preceding four calendar years to 2014) as 35% of all theatrically
released Indian language films in the United Kingdom, based on gross collections — including releases by Ayngaran, our majority-owned
subsidiary, and 32% in the United States on the same basis, and from 1980 to 2012 we had the highest market share of all theatrically
released Indian language films in the United Kingdom based on gross collections. Competition within the industry is based on relationships,
distribution capabilities, reputation for quality and brand recognition.



Our Film Library



We currently own or license rights to films currently comprising
over 3,000 titles. Of these titles, over 700 films comprise a library of Kannada films for which we have only digital rights.
Our film library has been built up over more than 30 years and includes hits from across that time period, including Devdas,
Hum Dil De Chuke Sanam, Lage Raho Munna Bhai, Om Shanti Om and Goliyon
Ki Raasleela: Ram-Leela. We have acquired most of our film content through fixed term contracts with third parties,
which may be subject to expiration or early termination.

39







We own the rights to the rest of our film content as co-producers
or, with respect to one film, sole producer of those films. Through such acquisition and co-production arrangements, we seek to
acquire rights to at least 70 additional films each year. While we typically hold rights to exploit our content through various
distribution channels, including theatrical, television and new media formats, we may not acquire rights to all distribution channels
for our films. In particular, we do not own or license the music rights to a majority of the films in our library. We expect to
maintain more than half of the rights we presently own through at least March 31, 2020.



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. More than half of our library is comprised
of films first released ten or more years ago, including films released as early as the 1940s. We own or license rights to films
produced in several regional languages, including Tamil, Kannada, Marathi, Telugu and Punjabi.



We treat our new releases as part of our film library one year from
the date of their initial theatrical release. We believe our extensive film library provides us with unique opportunities for content
exploitation, such as our dedicated Eros content channel carried by various cable companies outside India. Our extensive film library
provides us with a reliable source of recurring cash flow after the theatrical release period for a film has ended. In addition,
because our film library is large and diversified, we believe that we can more effectively leverage our library in many circumstances
by licensing not just single films but multiple films.



Litigation



From time to time, we and our subsidiaries are involved in various
lawsuits and legal proceedings that arise in the ordinary course of business. The following discussion summarizes examples of such
matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final
outcome of these matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have
an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.



Eros India and its subsidiaries are involved in ordinary course
government tax audits and assessments, which typically include assessment orders for previous tax years including on account of
disallowance of certain claimed deductions.



During the year ended March 2015, Eros received two notices
from the Commissioner of Service Tax (India) to show cause why an amount aggregating to $31 million for the period April 1, 2009
to March 31, 2014 should not be levied on and paid on account of service tax arising on temporary transfer of copyright services
and certain other related matters. Eros has filed its objections against the notice with the authorities. Subsequently in June
2015, Eros received assessment orders from the Commissioner of Service Tax (India) levying tax as stated above and ordering Eros
to pay an additional amount of $31 million as interest and penalties in connection with the aforesaid matters. Considering the
facts and nature of levies and the ad-interim protection for service tax levy for a certain period granted by the Honorable High
Court of Mumbai, the Group expects that the final outcome of this matter will be favorable. Accordingly, based on the assessment
made after taking appropriate legal advice, no additional liability has been recorded in Group’s consolidated financial
statements.



During the year ended March 2015, Eros also
received several assessment orders and demand notices from value added tax and sales tax authorities in India for the payment
of amounts aggregating to $3 million (including interest and penalties) for certain fiscal years between April 1, 2005 and March
31, 2011. Eros has appealed against each of these orders, and such appeals are pending before relevant tax authorities. Though
there uncertainties are inherent in the final outcome of these matters, the Company believes, based on assessment made after taking
legal advice, that the final outcome of the matters will be favorable. Accordingly, no additional liability has been recorded
in Group’s consolidated financial statements.



Eros is also named in various lawsuits challenging its ownership
of some of its intellectual property or its ability to distribute these films in India. A number of these lawsuits seek injunctive
relief restraining Eros from releasing or otherwise exploiting various films, including Om Shanti Om, Anjaana Anjaani, Kochadaiiyaan,
Bhoot ReturnsandGoliyon Ki Rasleela-Ram-leela.While the lawsuits continue, the films have all been released.



40





Unlike in the United States, in India, private citizens are permitted
to initiate criminal complaints against companies and other individuals. Eros and certain executives have been named in certain
criminal complaints from time to time.



If, as a result of such complaints, criminal proceedings are initiated
by the relevant authorities in India and the Company or any of its executives are found guilty in such criminal proceedings, our
executives could be subject to imprisonment as well as monetary penalties. We believe the claims brought to date are without merit
and we intend to defend them vigorously.



For instance, in relation to the film Goliyon Ki Rasleela-Ram-leela,certain civil and criminal proceedings had been initiated in various local courts in India in and around November 2013, including
arrest warrants against Mr. Kishore Lulla and others involved in the making of this film, alleging that this film disrespected
religious sensibilities and seeking to restrain its release or seeking directions for a review of its film certification. We have
contested such claims in the local courts as well as by way of petitions filed by us before the Supreme Court of India. While hearings
or investigations continue in some of these proceedings, we have obtained interim orders in our favor from the Supreme Court of
India as well as certain of the local courts where such proceedings are being heard, including stays on all criminal proceedings
against Eros India, Mr. Kishore Lulla and other persons involved in the making of the film. This film was released in November
2013.





Government Regulations



The following description is a summary of various sector-specific
laws and regulations applicable to Eros.



Material Isle of Man Regulations



Companies Regime. The Isle of Man is an internally
self-governing dependent territory of the British Crown. It is politically and constitutionally separate from the United Kingdom
and has its own legal system and jurisprudence based on English common law principles.



Isle of Man company law is largely based on that of England and
Wales. There are two separate codes of company law, embodied in the Companies Acts of 1931-2004 (commonly referred to as the 1931
Act as the principal Act is the Companies Act 1931) and the Companies Act 2006 (commonly referred to as the 2006 Act), respectively.
Our company was incorporated on March 31, 2006 under the 1931 Act. Effective September 29, 2011, it re-registered as a company
incorporated under the 2006 Act.



The 2006 Act updates and modernizes Isle of Man company law by introducing
a new simplified corporate vehicle into Isle of Man law. The new corporate vehicle follows the international business company model
available in a number of other jurisdictions. Companies incorporated or re-registered under the 2006 Act are governed solely by
its provisions and, except in relation to liquidation and receivership, are not subject to the provisions of the 1931 Act.



The following are some of the key characteristics of companies incorporated
under the 2006 Act:



Share Capital.Under the 2006 Act, there is no longer
the concept of authorized capital. Therefore, shares may be issued with or without par value.



Dividends, Redemptions and Buy-Backs.Subject to compliance
with the memorandum and articles of association, the 2006 Act allows a company to declare and pay dividends, and to purchase, redeem
or otherwise acquire its own shares subject only to meeting a solvency test set out in the 2006 Act. A company satisfies the solvency
test if: (i) it is able to pay its debts as they become due in the normal course of business: and (ii) the value of the company’s
assets exceeds the value of its liabilities.



Capacity and Powers.Companies incorporated under
the 2006 Act have separate legal personality and perpetual existence. In addition, such companies have unlimited capacity to carry
on or undertake any business or activity; this is so regardless of corporate benefit and regardless of whether or not it is in
the best interests of the company to do so.



The 2006 Act specifically states that no corporate act is beyond
the capacity of a company incorporated under the 2006 Act by reason only of the fact that the relevant company has purported to
restrict its capacity in any way in its memorandum or articles or otherwise. A person who deals in good faith with a company incorporated
under the 2006 Act is entitled to assume that the directors of the company are acting without limitation.



Miscellaneous.In addition to the foregoing, the following
other points should be noted in relation to companies incorporated under the 2006 Act:



| | (a) | there are no prohibitions in relation to the company providing financial assistance for the purchase of its own shares;
| | --- | -----------------------------------------------------------------------------------------------------------------------



| | (b) | there is no differentiation between public and private companies, but a company may adopt a name ending in the words “Public Limited Company” or “public limited company” or the abbreviation “PLC” or “plc”;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | there are simple share offering/annual report requirements;
| | --- | -----------------------------------------------------------



| | (d) | there are reduced compulsory registry filings;
| | --- | ----------------------------------------------



41







| | (e) | the statutory accounting requirements are simplified; and
| | --- | ---------------------------------------------------------



| | (f) | the 2006 Act allows a company to indemnify and purchase indemnity insurance for its directors.
| | --- | ----------------------------------------------------------------------------------------------



Shareholders should note that the above list is not exhaustive.



Exchange Controls



No foreign exchange control regulations are in existence in the
Isle of Man in relation to the exchange or remittance of sterling or any other currency from the Isle of Man and no authorizations,
approvals or consents will be required from any authority in the Isle of Man in relation to the exchange and remittance of sterling
and any other currency whether awarded by reason of a judgment or otherwise falling due and having been paid in the Isle of Man.



Material Indian Regulations



We are subject to other Indian and international regulations which
may impact our business. In particular, the following regulations have a significant impact on our business.



Notification of Industry Status. The Indian
film industry was conferred industry status by a press release issued by the MIB on May 10, 1998.



Film
Certification. The Cinematograph Act authorizes the CBFC, in accordance with the Cinematograph (Certification) Rules,
1983, or the Certification Rules, for sanctioning films for public exhibition in India. Under the Certification Rules, the
producer of a film is required to apply in the specified formatfor certification of such film, with the prescribed fee. The film is examined by an examining committee, which determines
whether the film:

| | · | is suitable for unrestricted public exhibition;
| | - | -----------------------------------------------

| | · | is suitable for unrestricted public exhibition, with a caution that the question as to whether any child below the age of 12
years may be allowed to see the film should be considered by the parents or guardian of such child;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | is suitable for public exhibition restricted to adults;
| | - | -------------------------------------------------------

| | · | is suitable for public exhibition restricted to members of any profession or any class of persons having regard to the nature,
content and theme of the film;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | is suitable for certification in terms of the above if a specified portion or portions be excised or modified therefrom; or
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | that the film is not suitable for unrestricted or restricted public exhibitions, or that the film be refused a certificate.
| | - | ---------------------------------------------------------------------------------------------------------------------------



A film will not be certified for public exhibition if, in the opinion
of the CBFC, the film or any part of it is against the interests of the sovereignty, integrity or security of India, friendly relations
with foreign states, public order, decency or morality, or involves defamation or contempt of court or is likely to incite the
commission of any offence. Any applicant, if aggrieved by any order of the CBFC either refusing to grant a certificate or granting
a certificate that restricts exhibition to certain persons only, may appeal to the Film Certification Appellate Tribunal constituted
by the Central Government in India under the Cinematograph Act.



A certificate granted or an order refusing to grant a certificate
in respect of any film is published in the Official Gazette of India and is valid throughout India for ten years from the date
of grant. Films certified for public exhibition may be re-examined by the CBFC if any complaint is received. Pursuant to grant
of a certificate, film advertisements must indicate that the film has been certified for such public exhibition.



The Central Government in India may issue directions to licensees
of cinemas generally or to any licensee in particular for the purpose of regulating the exhibition of films, so that scientific
films, films intended for educational purposes, films dealing with news and current events, documentary films or indigenous films
secure an adequate opportunity of being exhibited. The Central Government in India, acting through local authorities, may order
suspension of exhibition of a film, if it is of the opinion that any film being publicly exhibited is likely to cause a breach
of peace. Failure to comply with the Cinematograph Act may attract imprisonment and/or monetary fines.



Separately, the Cable Television Networks Rules, 1994 require that
no film or film song, promotional material, trailer or film music video, album or their promotional materials, whether produced
in India or abroad, shall be carried through cable services unless it has been certified by the CBFC as suitable for unrestricted
public exhibition in India.



A draft Cinematograph Bill, 2013 has been prepared by the Ministry
of Information and Broadcasting and is awaiting approval.

42







Financing. In October 2000, the Ministry of Finance,
GOI notified the film industry as an industrial concern in terms of the Industrial Development Bank of India Act, 1964, pursuant
to which loans and advances to industrial concerns became available to the film industry.



The Reserve Bank of India, or the RBI, by circular dated May 14,
2001, permitted commercial banks to finance up to 50.0% of total production cost of a film. Further, by an RBI circular dated
June 8, 2002, bank financing is now available even where total film production cost exceeds approximately $1.6 million.
Banks which finance film productions customarily require borrowers to assign the film’s intellectual property or music audio/video/CDs/DVDs/internet,
satellite, channel, export/international rights as part of the security for the loan, such that the banks would have a right in
negotiation of valuation of such intellectual property rights.



Labor Laws. Depending on the nature of work and
number of workers employed at any workplace, various labor related legislations may apply. Certain significant provisions of
such labor related laws are provided below.



The Employees (Provident Fund and Miscellaneous Provisions) Act,
1952, or the EPF Act, applies to factories employing 20 or more employees and such other establishments as notified by the Government
from time to time. It requires all such establishments to be registered with the relevant Provident Fund Commissioner. Also, such
employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic wages and certain
cash benefits payable to employees. Employees are also required to make equal contributions to the fund. A monthly return is required
to be submitted to the relevant Provident Fund Commissioner in addition to the maintenance of registers by employers.



Competition Act. The Competition Act, 2002, or the
Competition Act, prohibits practices that could have an appreciable adverse effect on competition in India. Under the Competition
Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse
effect on competition in India is void. Any agreement among competitors which directly or indirectly determines purchase or sale
prices, results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment
or the provision of services, or shares the market or source of production or provision of services in any manner, including by
way of allocation of geographical area or types of goods or services or number of customers in the market, is presumed to have
an appreciable adverse effect on competition. Further, the Competition Act prohibits the abuse of a dominant position by any enterprise
either directly or indirectly, including by way of unfair or discriminatory pricing or conditions in the sale of goods or services,
using a dominant position in one relevant market to enter into, or protect, another relevant market, and denial of market access.
Further, acquisitions, mergers and amalgamations which exceed certain revenue and asset thresholds require prior approval by the
Competition Commission of India.



Under the Competition Act, the Competition Commission has powers
to pass directions/impose penalties in cases of anti-competitive agreements, abuse of dominant position and combinations. In the
event of failure to comply with the orders or directions of the Competition Commission, without reasonable cause, such person
is punishable with a fine extending to approximately $1,604 for each day of such non-compliance, subject to a maximum of
approximately $1.6 million.



If there is a continuing non-compliance the person may be punishable
with imprisonment for a term extending up to three years or with a fine which may extend up to approximately $4.0 million
or with both as the Chief Metropolitan Magistrate, Delhi may deem fit. In case of offences committed by companies, the persons
responsible to the company for the conduct of the business of the company will be liable under the Competition Act, except when
the offense was committed without their knowledge or when they had exercised due diligence to prevent it. Where the contravention
committed by the company took place with the consent or connivance of, or is attributable to any neglect on the part of, any director,
manager, secretary or other officer of the company, such person is liable to be punished.



The Competition Act also provides that the Competition Commission
has the jurisdiction to inquire into and pass orders in relation to an anti-competitive agreement, abuse of dominant position or
a combination, which even though entered into, arising or taking place outside India or signed between one or more non-Indian parties,
but causes or is likely to cause an appreciable adverse effect in the relevant market in India. Recently, the Competition Act was
amended, and cases which were pending before the Monopolies and Restrictive Trade Practice Commission were transferred to the Competition
Commission of India.



Indian Takeover Regulations. The Takeover Regulations
came into effect on October 22, 2011, superseding the earlier takeover regulations. The Takeover Regulations provide the process,
timing and disclosure requirements for a public announcement of an open offer in India and the applicable pricing norms.

43







Pursuant to the Takeover Regulations, a requirement to make a mandatory
open offer by an “acquirer” (together with persons acting in concert with it) for at least 26% of the total shares
of the Indian listed company, to all shareholders of such company (excluding the acquirer, persons acting in concert with it and
the parties to any underlying agreement including persons deemed to be acting in concert) is triggered, subject to certain exemptions
including transfers between promoters, if an acquirer acquires shares or voting rights in the Indian listed company, which together
with its existing holdings and those of any persons acting in concert with him entitle the acquirer and persons acting in concert
to exercise 25% or more of the voting rights in the Indian listed company; or an acquirer that holds between 25% and the maximum
permissible non-public shareholding of an Indian listed company, acquires additional voting rights of more than 5% during a financial
year; or an acquirer acquires, directly or indirectly, control over an Indian listed company, irrespective of acquisition of shares
or voting rights in the Indian listed company.



An acquisition of shares or voting rights in, or control over, any
company that would enable a person to exercise or direct the exercise of such percentage of voting rights in, or control over,
an Indian listed company, the acquisition of which would otherwise attract the obligation to make an open offer under the Takeover
Regulations will also trigger a mandatory open offer under the Takeover Regulations. Where the primary target of the acquisition
is an overseas parent of an Indian listed company and the Indian listed company represents over 80% of a specified materiality
parameter (including asset value, revenue or market capitalization) of the overseas parent company, such acquisition would be treated
as a “direct acquisition” of the Indian listed company.



Indian Companies Act. A majority of the provisions
of the Companies Act, 2013 are now in effect, bringing into effect significant changes to the Indian company law framework,
such as in the provisions related to issue of capital, disclosures, corporate governance norms, audit matters, and related party
transactions. The Companies Act, 2013 has also introduced additional requirements which do not have equivalents under the Companies
Act, 1956, including the introduction of a provision allowing the initiation of class action suits in India against companies
by shareholders (pending notification by the Ministry of Corporate Affairs of India) or depositors, a restriction on investment
by an Indian company through more than two layers of subsidiary investment companies (subject to certain permitted exceptions),
and prohibitions on advances to directors. Indian companies with net worth, turnover or net profits of INR 5,000 million or higher
during any financial year are also required to spend 2.0% of their average net profits during the three immediately preceding
financial years on activities pertaining to corporate social responsibility. Further, the Companies Act, 2013 imposes greater
monetary and other liability on Indian companies, their directors and officers in default, for any non-compliance.



44







Differences
in Corporate Law



The following chart summarizes certain material differences between
the rights of holders of our A ordinary shares and the rights of holders of the common stock of a typical corporation incorporated
under the laws of the State of Delaware that result from differences in governing documents and the laws of Isle of Man and Delaware.



|                                         |  | Isle of Man Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|General Meetings                         |  | The 2006 Act does not require a company to hold an annual general
        meeting of its shareholders. Subject to anything contrary in the company’s memorandum and articles of association, a meeting
        of shareholders can be held at such time and in such place, within or outside the Isle of Man, as the convener of the meeting considers
        appropriate. Under the 2006 Act, the directors of a company (or any other person permitted by the company’s memorandum and
        articles of association) may convene a meeting of the shareholders of a company. Further, the directors of a company must call
        a meeting to consider a resolution requested in writing by shareholders holding at least 10% of the company’s voting rights.
        The Isle of Man Court may order a meeting of members to be held and to be conducted in such manner as the Court orders, among other
        things, if it is of the opinion that it is in the interests of the shareholders of the company that a meeting of shareholders is
        held.
        
        Our articles require our Board of Directors to convene annually
        a general meeting of the shareholders at such time and place, and to consider such business, as the Board of Directors may determine. |  | Shareholders of a Delaware corporation generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or bylaws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Quorum Requirements for General Meetings |  | The 2006 Act provides that a quorum at a general meeting of shareholders may be fixed by the articles. Our articles provide a quorum required for any general meeting consists of shareholders holding at least 30% of the issued share capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | A Delaware corporation’s certificate of incorporation or bylaws can specify the number of shares that constitute the quorum required to conduct business at a meeting, provided that in no event will a quorum consist of less than one-third of the shares entitled to vote at a meeting.                                                                                                                                                                                                                                 
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Board of Directors                       |  | Our articles provide that unless and until otherwise determined by our Board of Directors, the number of directors will not be less than three or more than 12, with the exact number to be set from time to time by the Board of Directors. While there is no concept of dividing a board of directors into classes under Isle of Man law, there is nothing to prohibit a company from doing so. Consequently, under our articles, our Board of Directors is divided into three classes, each as nearly equal in number as possible and at each annual general meeting, each of the directors of the relevant class the term of which shall then expire shall be eligible for re-election to the Board of Directors for a period of three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into up to three classes.                                                                                                                                                                                                                            
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



45







|                                 |  | Isle of Man Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Removal of Directors             |  | Under Isle of Man law, notwithstanding anything in the memorandum
        or articles or in any agreement between a company and its directors, a director may be removed from office by way of shareholder
        resolution. Such resolution may only be passed (a) at a meeting of the shareholders called for such purposes including the
        removal of the director or (b) by a written resolution consented to by a shareholder or shareholders holding at least 75%
        of the voting rights.
        
        The 2006 Act provides that a director may be removed from office
        by a resolution of the directors if the directors are expressly given such authority in the memorandum or articles, but our articles
        do not provide this authority.   |  | A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred stock, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).                                                                                                                                                                                                                                         
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Vacancy of Directors             |  | Subject to any contrary provisions in a company’s memorandum
        or articles of association, a person may be appointed as a director (either to fill a vacancy or as an additional director) by
        a resolution of the directors or by a resolution of the shareholders.
        
        Our articles provide that any vacancy resulting from, among other
        things, removal, resignation, conviction and disqualification, may be filled by another person willing to act as a director by
        way of shareholder resolution or resolution of our Board of Directors. Any director appointed by the Board of Directors will hold
        office only until the next annual general meeting of the Company, when he will be subject to retirement or re-election. |  | A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred stock, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of shareholders at which the term of the class of directors to which the newly elected director has been elected expires.                                                                                                                                                                                    
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Interested Director Transactions |  | Under Isle of Man law, as soon as a director becomes aware of the fact that he is interested in a transaction entered into or to be entered into by the company, he must disclose this interest to the board of directors. Our articles provide that no director may participate in approval of a transaction in which he or she is interested.                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Under Delaware law, some contracts or transactions in which one or more of a Delaware corporation’s directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. For an interested director transaction not to be voided, either the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board or committee approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum.
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



46







|                                     |  | Isle of Man Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Cumulative Voting                    |  | There is no concept of cumulative voting under Isle of Man law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Delaware law does not require that a Delaware corporation provide for cumulative voting. However, the certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Shareholder Action Without a Meeting |  | A written resolution will be passed if it is consented to in writing by shareholders holding in excess of 50% of the rights to vote on such resolution. The consent may be in the form of counterparts, and our articles provide that, in such circumstances, the resolution takes effect on the earliest date upon which shareholders holding a sufficient number of votes to constitute a resolution of shareholders have consented to the resolution in writing. Any holder of B ordinary shares consenting to a resolution in writing is first required to certify that it is a permitted holder as defined in our articles. If any written resolution of the shareholders of the company is adopted otherwise than by unanimous written consent, a copy of such resolution must be sent to all shareholders not consenting to such resolution upon it taking effect. |  | Unless otherwise specified in a Delaware corporation’s certificate of incorporation, any action required or permitted to be taken by shareholders at an annual or special meeting may be taken by shareholders without a meeting, without notice and without a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted. All consents must be dated. No consent is effective unless, within 60 days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of holders to take the action are delivered to the corporation.                                                                                                    
|                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Business Combinations                |  | Under Isle of Man law, a merger or consolidation must be approved by, among other things, the directors of the company and by shareholders holding at least 75% of the voting rights. A scheme of arrangement (which includes, among other things, a sale or transfer of the assets of the company) must be approved by, among other things, the directors of the company, a 75% shareholder majority and also requires the sanction of the court.                                                                                                                                                                                                                                                                                                                                                                                                                        |  | With certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a Delaware corporation must be approved by the board of directors and a majority (unless the certificate of incorporation requires a higher percentage) of the outstanding shares entitled to vote thereon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Interested Shareholders              |  | There are no equivalent provisions under Isle of Man law relating to interested shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales and loans) with an “interested shareholder” for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an “interested shareholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.



47







|                                               |  | Isle of Man Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 through a provision in either its original certificate of incorporation or its bylaws, or an amendment to its original certificate or bylaws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Limitations on Personal Liability of Directors |  | Under Isle of Man law, a director who vacates office remains liable under any provisions of the 2006 Act that impose liabilities on a director in respect of any acts or omissions or decisions made while that person was a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, shares repurchases or shares barring redemptions, or any transaction from which a director derived an improper personal benefit. A typical certificate of incorporation would also provide that if Delaware law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by Delaware law as so amended. However, these provisions would not be likely to bar claims arising under U.S. federal securities laws.
|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Indemnification of Directors and Officers      |  | A company may indemnify against all expenses, any person who is
        or was a party, or is threatened to be made a party to any civil, criminal, administrative or investigative proceedings (threatened,
        pending or completed), by reason of the fact that the person is or was a director of the company, or who is or was, at the request
        of the company, serving as a director or acting for another company.
        
        Any indemnity given will be void and of no effect unless such person
        acted honestly and in good faith and in what such person believed to be in the best interests of the company and, in the case of
        criminal proceedings, had no reasonable cause to believe that the conduct of such person was unlawful. |  | Under Delaware law, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in its name, a corporation may indemnify any person who is made a party to any third party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of directors who were not parties to the suit or proceeding (even though less than a quorum), if the person:                                                                                                                                                                                         
|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



48







|                 |  | Isle of Man Law                                                |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------------- |  | -------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |  |                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                 |  |                                                                |  | ·   acted
        in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or,
        in some circumstances, at least not opposed to its best interests; and
        
        ·   in
        a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
        
        Delaware law permits indemnification by a corporation under similar
        circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with
        the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue
        or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court
        in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity
        for the expenses which the court deems to be proper.
        
        To the extent a director, officer, employee or agent is successful
        in the defense of such an action, suit or proceeding, the corporation is required by Delaware law to indemnify such person for
        reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action,
        suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
        by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.
|                 |  |                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Appraisal Rights |  | There is no concept of appraisal rights under Isle of Man law. |  | A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



49







|                                |  | Isle of Man Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Shareholder Suits               |  | The Isle of Man Court may, on application of a shareholder, permit
        that shareholder to bring proceedings in the name and on behalf of the company (including intervening in proceedings to which the
        company is a party). In determining whether or not leave is to be granted, the Isle of Man Court will take into account such things
        as whether the shareholder is acting in good faith and whether the Isle of Man Court itself is satisfied that it is in the interests
        of the company that the conduct of the proceedings should not be left to the directors or to the determination of the shareholders
        as a whole.
        
        Under Isle of Man law, a shareholder may bring an action against
        the company for a breach of a duty owed by the company to such shareholder in that capacity. |  | Under Delaware law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation, including for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated shareholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if such person was a shareholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under established Delaware case law, the plaintiff generally must be a shareholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile. In such derivative and class actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Inspection of Books and Records |  | Upon giving written notice, a shareholder is entitled to inspect
        and to make copies of (or obtain extracts of) the memorandum and articles and any of the registers of shareholders, directors and
        charges. A shareholder may only inspect the accounting records (and make copies or take extracts thereof) in certain circumstances.
        
        Our articles provide that no shareholder has any right to inspect
        any accounting record or other document of the company unless he is authorized to do so by statute, by order of the Isle of Man
        Court, by our Board of Directors or by shareholder resolution.                                                                                                                                                                                                    |  | All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



50







|                                 |  | Isle of Man Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Delaware Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Amendment of Governing Documents |  | Under Isle of Man law, the shareholders of a company may, by resolution, amend the memorandum and articles of the company. The memorandum and articles of a company may authorize the directors to amend the memorandum and articles, but our memorandum and articles do not contain any such power. Our memorandum of association provides that our memorandum of association and articles of association may be amended by a special resolution of shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Under Delaware law, amendments to a corporation’s certificate of incorporation require the approval of shareholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by Delaware law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of Delaware law. Under Delaware law, the board of directors may amend bylaws if so authorized in the certificate of incorporation. The shareholders of a Delaware corporation also have the power to amend bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Dividends and Repurchases        |  | The 2006 Act contains a statutory solvency test. A company satisfies
        the solvency test if it is able to pay its debts as they become due in the normal course of its business and where the value of
        the company’s assets exceeds the value of its liabilities.
        
        Subject to the satisfaction of the solvency test and any contrary
        provision contained in a company’s articles, a company may, by a resolution of the directors, declare and pay dividends.
        Our articles provide that where the solvency test has been satisfied, our Board of Directors may declare and pay dividends (including
        interim dividends) out of our profits to shareholders according to their respective rights and interests in the profits of the
        company.
        
        Under Isle of Man law, a company may purchase, redeem or otherwise
        acquire its own shares for any consideration, subject to, among other things, satisfaction of the solvency test. |  | Delaware law permits a corporation to declare and pay dividends
        out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or
        for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the
        dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having
        a preference upon the distribution of assets.
        
        Under Delaware law, any corporation may purchase or redeem its
        own shares, except that generally it may not purchase or redeem those shares if the capital of the corporation is impaired at the
        time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem capital shares that
        are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to
        be retired and the capital reduced.



Changes in Capital



The conditions in our articles of association governing changes
in capital are not more stringent than as required under the 2006 Act. Our articles of association provide that our directors may,
by resolution, alter our share capital. The 2006 Act subjects any reduction of share capital to the statutory solvency test. The
2006 Act provides that a company satisfies the solvency test if it is able to pay its debts as they become due in the normal course
of the company’s business and where the value of the company’s assets exceeds the value of its liabilities.



C. Organizational Structure



We conduct our global operations through our Indian and international
subsidiaries, including our majority-owned subsidiary Eros International Media Limited, or Eros India, a public company incorporated
in India and listed on the BSE Limited and National Stock Exchange of India Limited, or the Indian Stock Exchanges. Our agent for
service of process in the United States is Ken Naz, located at 550 County Avenue, Secaucus, New Jersey.



The Founders Group holds approximately 47.0% of our issued share
capital, which comprise all of our B ordinary shares and certain A ordinary shares. Beech Investments, a company incorporated
in the Isle of Man, is owned by discretionary trusts that include Eros founder Arjan Lulla and Eros directors Kishore Lulla and
Vijay Ahuja as potential beneficiaries.

51







The following diagram summarizes the corporate structure of our
consolidated group of companies as of March 31, 2015:



Eros Organizational Chart (as of March
2015)







| | (a) | Eros India holds at least 99% of each of its Indian
    subsidiaries other than Big Screen Entertainment Private Limited (India) and Colour Yellow Productions Private Limited
    (India).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Eros Digital Private Limited (India) holds the remaining 0.35% of Eros India’s Indian subsidiary Eros International Films Private Limited.                                                 
| | (c) | Ayngaran International Limited (Isle of Man) holds 51% of
    Ayngaran Anak Media Private Limited (India) and 100% of each of its other subsidiaries.                                      



52







D. Property, Plant and Equipment



Our properties consist primarily
of studios, office facilities, warehouses and distribution offices, most of which are located in Mumbai, India. We own our corporate
and registered offices in Mumbai and rent our remaining properties in India. Five of these leased properties are owned by members
of the Lulla family. The leases with the Lulla family were entered into at what we believe were market rates. See “Part
I. — Item 7. Major Shareholders and Related Party Transactions” and “Part I — Item 3. Key Information
— D. Risk Factors. We have entered into certain related party transactions and may continue to rely on our founders for
certain key development and support activities.” We also own or lease four properties in the United Kingdom, the United
States and Dubai in connection with our international operations outside of India. Property, plant and equipment with a net carrying
amount of approximately $9.2 million (2014: $10.1 million) have been pledged to secure borrowings, and we currently do
not have any significant plans to construct new properties or expand or improve our existing properties.



The following table provides detail regarding our properties in
India and globally.





|Location                        |  | Size           |  | Primary Use              |  | Leased / Owned
|------------------------------- |  | -------------- |  | ------------------------ |  | --------------
|Mumbai, India                   |  | 13,992 sq. ft. |  | Corporate Office         |  | Owned         
|Mumbai, India                   |  | 2,750 sq. ft.  |  | Studio Premises          |  | Leased(1)     
|Mumbai, India                   |  | 8,094 sq. ft.  |  | Executive Accommodation  |  | Leased(1)     
|Mumbai, India                   |  | 165 sq. ft.    |  | Film Prints Warehouse    |  | Leased        
|Mumbai, India                   |  | 5,000 sq. ft.  |  | Digital team             |  | Leased        
|Mumbai, India                   |  | 17,120 sq. ft. |  | Corporate Office         |  | Leased(1)     
|Bangalore, India                |  | 5,100 sq. ft.  |  | Digital team             |  | Leased        
|Chennai, India                  |  | 5,163 sq. ft.  |  | Film Distribution Office |  | Leased        
|Delhi, India                    |  | 1,800 sq. ft.  |  | Digital team             |  | Leased        
|Mumbai, India                   |  | 2,750 sq. ft.  |  | Corporate                |  | Owned         
|Delhi, India                    |  | 2,200 sq. ft.  |  | Film Distribution Office |  | Leased        
|Punjab, India                   |  | 438 sq. ft.    |  | Film Distribution Office |  | Leased        
|Mumbai, India                   |  | 2,926 sq. ft.  |  | DVD warehouse            |  | Leased        
|Dubai, United Arab Emirates     |  | 536 sq. ft.    |  | Corporate Office         |  | Leased        
|Secaucus, New Jersey, U.S.      |  | 10,000 sq. ft. |  | Corporate Office         |  | Leased(1)     
|London, England                 |  | 7,549 sq. ft.  |  | DVD Warehouse            |  | Owned         
|London, England                 |  | 4,506 sq. ft.  |  | Corporate Office         |  | Leased(1)     
|Fujairah, United Arab Emirates  |  | 1,353 sq. ft.  |  | Corporate Office         |  | Leased        
|Fujairah, United Arab Emirates  |  | 1,353 sq. ft.  |  | Corporate Office         |  | Leased        
|Los Angeles, California, U.S.   |  | 1,000 sq. ft.  |  | Corporate Office         |  | Leased        
|San Francisco, California, U.S. |  | 2,315 sq. ft.  |  | Digital team             |  | Leased        



|(1) | Leased directly or indirectly from a member of the Lulla family.
|--- | ----------------------------------------------------------------



ITEM 4A. UNRESOLVED STAFF COMMENTS



Not applicable.



ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS



A. Operating Results



You should read the information contained in the table below in
conjunction with our audited consolidated financial statements and the related notes included elsewhere in this annual report.
The tables set forth below with our results of operations and period over period comparisons are not adjusted for the fluctuations
in exchange rates described in “Part I — Item 3. Key Information — A. Selected Financial Data.”



53







Outlook



Our primary revenue streams are derived from three channels: theatrical,
television syndication and digital and ancillary. For the fiscal year ended March 31, 2015, the aggregate revenues from
theatrical, television syndication and digital and ancillary were $123.1 million, $101.2 million and $59.9 million respectively,
compared to $107.5 million, $80.3 million and $47.7 million, respectively, for the fiscal year ended March 31, 2014. In
fiscal 2013, the aggregate revenue from theatrical, television syndication and digital and ancillary was $101.0 million, $74.4
million and $40.0 million, respectively.



The contribution from these three
distribution channels can fluctuate year over year based on, among other things, our mix of films and budget levels, the size of
our television syndication deals and our ability to license music in any particular year.



The largest component of our revenue is attributable to the theatrical
distribution of our films in India. We anticipate that as additional multiplex theaters are built in India, there will be increased
opportunities to exploit our film content theatrically. We expect that this multiplex theater growth coupled with the rise in ticket
prices and the anticipated increase in the number of high budget Hindi and Tamil films in our slate will result in increased revenue.
We expect this increase in revenue to be partially offset by increased distribution costs associated with broader distribution
of film content, including increased print costs. In addition, in India, we cannot predict the share of theatrical revenue we will
receive, as we currently negotiate film-by-film and exhibitor-by-exhibitor.



Increasing the number of Tamil global releases in our film mix allows
us to release multiple films simultaneously to the Hindi and Tamil market taking a greater combined share of the box office for
that week. In November 2012 (Diwali), we released Son of Sardaar, a high budget Hindi film, as well as Thuppakki,
a high budget Tamil film targeting different audiences in the same market. As we expand into other regional languages such as Telugu,
we may see the composition of our film mix changing over time in order to allow us to successfully scale our business around Hindi
as well as regional language content. At the same time, the distribution window for the theatrical release of films, and the window
between the theatrical release and distribution in other channels, have each been compressing in recent years and may continue
to change. Further shortening of these periods could adversely impact our revenues if consumers opt to view a film on one channel
over another, resulting in channels cannibalizing revenue from each other.



We expect that the continued volatility in the value of the Indian
Rupee against foreign currency will continue to have an impact on our business. The Indian Rupee experienced an approximately
10.7% drop in value as compared to the U.S. dollar in fiscal 2014. In fiscal 2015 the drop was 3.7%. In November 2014, the Indian
Rupee had dropped as much as 5.6% relative to the U.S. dollar from the beginning of fiscal 2014. Since the end of fiscal 2015
to the end of May 2015, the Indian Rupee has experienced a 2.0% decline. Changes in the growth of the Indian economy
and the combined volatility of the Indian Rupee may adversely affect our business.



A substantial portion of our revenue is also derived from television
syndication. Because of increased demand for Indian film content on television in India as the number of direct to home, or DTH,
subscribers increases and the cable industry migrates toward digital technology, we expect a significant increase in demand
for premium content such as movies and sports and a resultant increase in licensing fees payable to us by satellite and cable
television operators. However, as competitors with compelling products, including international content providers, expand their
content offerings in India, we expect competition for television syndication revenues to increase, and license fees for such content
could decrease.



Currently, the remainder of our revenue is derived from digital
distribution and ancillary products and services. With a significant portion of the Indian and international population moving
toward adoption of digital technology, we are increasing our focus on providing on-demand services. We have expanded our digital
presence with the launch of our on-demand entertainment portal Eros Now, which leverages our film and music libraries by providing
ad-supported and subscription-based streaming of film and music content via internet-enabled devices. We also have an ad-supported
YouTube portal site on Google that hosts an extensive collection of clips of our content. Accordingly, we anticipate that our revenue
and costs associated with digital distribution are likely to increase over time.



We anticipate that our costs associated with the co-production
and acquisition of film content are likely to increase over time as we continue to focus more on investing in high budget Hindi
films as well as high budget Tamil films. In addition, increased competition in the Indian film entertainment industry, including
from international film entertainment providers such as Disney, Twentieth Century Fox and Viacom, is likely to cause the
cost of film production and acquisition to increase. In fiscal 2015, we invested approximately $276.2 million in film content,
and in fiscal 2016, we expect to invest approximately $225.0 million in film content.



We anticipate our administrative costs will increase as we expand
our management team, especially to support the expansion of our digital businesses. In addition, our administrative costs will
increase due to the costs associated with being a U.S.-listed public company. Although aggregate
spending will increase, we do not anticipate that this will result in a material change in aggregate administrative costs as a
percentage of revenue.



54







Critical Accounting Policies



Our consolidated financial statements are prepared in accordance
with IFRS as issued by the IASB, which requires management to make estimates, judgments and assumptions that affect the amounts
reported in the Consolidated Financial Statements and accompanying notes. Management considers the following accounting policies
to be critical because they are important to our financial condition and results of operations and require significant judgment
and estimates on the part of management in their application. The development and selection of these critical accounting policies
have been determined by our management and the related disclosures have been reviewed with the Audit Committee of our board of
directors. For a summary of all our accounting policies, see Note 3 to our audited Consolidated Financial Statements appearing
elsewhere in this Annual Report.



Use of estimates



Estimates and judgments are evaluated on a regular basis and are
based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under
the present circumstances. We make estimates and assumptions concerning the future, and these estimates, by definition, may differ
materially from actual results.



Revenue



Revenue is measured by reference to the fair value of consideration
received or receivable from customers. Revenue arising from the distribution or other exploitation of films and other content produced
by third parties or by us, is recognized, net of sales taxes, when persuasive evidence of an arrangement exists, the fees are fixed
or determinable, the product or service is available for delivery and collectability is reasonably assured. Cash received and amounts
invoiced in connection with contractual arrangements for which revenue is not yet recognizable pursuant to these criteria, such
as pre-sale amounts, is classified as deferred revenue. We consider the terms of each specific arrangement to determine the appropriate
accounting treatment for revenue recognition. The following additional criteria apply to certain of our specific revenue streams:

| | · | Theatrical: We recognize revenue based on our share of third party reported box office receipts for the measurement
period. In instances where we have a minimum guarantee, we recognize that amount if due on or prior to the measurement date, but
never prior to delivery or on the release date.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Television: Revenues are recognized when the content is available for delivery. Royalty and other revenues from
premium pay television are recognized based on reporting to us by the counterparty such as a television operator for providing
programming services on mutually negotiated contractual terms.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Digital and ancillary: Where we distribute through a sub-distributor, we recognize DVD, CD and video minimum
guarantee revenues on the contract date and we recognize additional revenues as reported by third party licensees. Provision is
made for returns where applicable. Digital and ancillary revenues are recognized at the earlier of when the content is accessed
or reported by the contractual counterparty. Visual effects, production and other fees for services rendered by us and overhead
recharges are recognized in the period in which they are earned, and the stage of production is used to determine the proportion
recognized in the period.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Intangible assets



We are required to identify and assess the income generating life
of each intangible asset. Judgment is required in making these determinations and setting an amortization rate for such assets.
We test annually whether there are any indications of impairment of our intangible assets in accordance with IAS 36: Impairment
of Assets. Management also regularly reviews and revises its estimates when necessary, which may result in a change in the rate
of amortization and/or a write down of the asset to fair value.



Accounting for film content under IFRS requires management’s
judgment regarding total revenues to be received on such film content and costs to be incurred throughout the income generating
life of such film or its license period, whichever is the shorter. Where we make an advance to secure film content or the services
of talent associated with a film product, we also consider the recoverability of such advance, or the likelihood that such advance
will result in a saleable asset. Judgments are also used to determine the amortization of capitalized film content costs where
management seeks to write down the capitalized cost of content in line with the expected revenues arising from the content. For
first release film content, we use a stepped method of amortization based on management’s judgment taking into account historic
and expected performance, writing off a significant portion of the capitalized cost for such films in the first 12 months of their
initial commercial exploitation, and then the balance over the lesser of the term of the rights held by us and nine years. Similar
management judgment taking into account historic and expected performance is used to apply a stepped method of amortization on
a quarterly basis within the first 12 months, writing off a significant portion of the capitalized cost in the quarter of theatrical
release and the subsequent quarter. In fiscal 2009 and prior fiscal years, the balance of capitalized film content costs were amortized
over a maximum of four years rather than nine. In the case of film content that we acquire after its initial exploitation, commonly
referred to as library, amortization is spread evenly over the lesser of ten years after our acquisition or our license period.

55







Management applies this method by using its judgment to write down
the capitalized cost of film content during its first 12 months of commercial exploitation and in line with the expected revenues
arising from the content over its estimated useful life. Each of these calculations requires judgments and estimates to be made,
and, as with goodwill, an unforeseen event could cause us to revise these judgments and assumptions affecting the value of the
intangible assets. There may be instances where the useful life of an asset is shortened to reflect the uncertainty of its estimated
income generating life. This is particularly the case when acquiring assets in markets that we have not previously exploited.
Impairment losses on content advances are recognized when film production does not seem viable and refund of the advance is not probable.



Valuation of available-for-sale financial assets.



We follow the guidance of IAS 39: Financial Instruments: Recognition
and Measurement, or IAS 39, to determine, where possible, the fair value of its available-for-sale financial assets. This determination
requires significant judgment. In making this judgment, we evaluate, among other factors, the duration and extent to which the
fair value of an investment is less than its cost and the financial health of and near-term business outlook for the investee,
including factors such as industry and sector performance, changes in technology and operational and financing cash flow.



Derivative financial instruments



We use derivative financial instruments to reduce its exposure to
interest rate movements.



Derivatives are initially recognized at fair value at the date the
derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period.
The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging
instrument, in which event the timing of the recognition in the profit or loss depends on the nature of the hedge relationship.



Income taxes and deferred taxation



We are subject to income taxes in various jurisdictions. Judgment
is required in determining the worldwide provision for income taxes, taking into account management’s analysis of future
taxable income, reversing temporary differences and preparing ongoing tax planning strategies. During the normal course of business,
there are many transactions and calculations for which the ultimate tax determination is uncertain. Judgment is also used when
determining whether we should recognize a deferred tax asset and tax credit, based on whether management considers that there is
sufficient certainty in future earnings to justify the carry forward of assets created by tax losses and tax credit.



Where the ultimate outcome of a transaction is different than was
initially recorded, there may be an impact on the income tax and deferred tax provisions.



Share-based payments



The Group is required to evaluate the terms to determine whether
share based payment is equity settled or cash settled. Judgment is required to do this evaluation. Further, the Group is required
to measure the fair value of equity settled transactions with employees at the grant date of the equity instruments. The fair
value is determined principally by using the Black Scholes model and/or Monte Carlo Simulation Models which require assumptions
regarding interest free rates, share price volatility, the expected life of an employee equity instrument and other variables.
For further discussion of the basis and assumptions used to determine fair value, see Note 25 to our audited consolidated financial
statements appearing elsewhere in this Annual Report.



Goodwill and trade name



Our management tests annually whether goodwill and our trade name
has suffered impairment, in accordance with our accounting policies and practices. In respect of goodwill, in accordance with IFRS
rules, the recoverable amount of cash-generating units has been determined based on value in use calculations. These calculations
require estimates to be made which are based on management assumptions. However, if there is an unforeseen event which materially
affects these assumptions, such event could lead to a write down of goodwill.



While assessing any impairment of goodwill as at March 31,
2015, the value in use was determined using a discounted cash flow method. Estimated cash flows based on internal four year forecasts
were developed and a pre-tax discount rate of 12.0% and a terminal growth rate of 4.0% were applied. The assessment of impairment
of the trade name was based on a value in use measurement using the relief from royalty method and by then applying a pre-tax discount
rate of 14.0% and a terminal growth rate of 4.0%.



Basis of consolidation



We evaluate arrangements with special purpose vehicles in accordance
with IFRS 10: Consolidated Financial Statements, or IFRS 10, to establish how transactions with such entities should be accounted
for. This requires judgment over control and the balance of the risks and rewards attached to the arrangements.

56







Year Ended March 31, 2015 Compared to Year Ended March 31,
2014



|                     |  | Year ended March 31, |          |   |      |   |          | As a % of revenue | 
|-------------------- |  | -------------------- | -------- | - | ---- | - | -------- | ----------------- | 
|                     |  | 2015                 |          |   | 2014 |   |          | Change            | 
|                     |  | (in thousands)       |          |   |      |   |          |                   | 
|Revenue              |  | $                    | 284,175  |   |      | $ | 235,470  |                   | 
|Cost of sales        |  |                      | (155,777 | ) |      |   | (132,933 | )                 | 
|Gross profit         |  |                      | 128,398  |   |      |   | 102,537  |                   | 
|Administrative costs |  |                      | (49,546  | ) |      |   | (42,680  | )                 | 
|Operating profit     |  |                      | 78,852   |   |      |   | 59,857   |                   | 
|Net finance costs    |  |                      | (5,861   | ) |      |   | (7,517   | )                 | 
|Other losses         |  |                      | (10,483  | ) |      |   | (2,353   | )                 | 
|Profit before tax    |  |                      | 62,508   |   |      |   | 49,987   |                   | 
|Income tax expense   |  |                      | (13,178  | ) |      |   | (12,843  | )                 | 
|Net income           |  | $                    | 49,330   |   |      | $ | 37,144   |                   | 



The following table sets forth, for the period
indicated, the revenue by geographic area by customer location.



|                  |  | Year ended March 31, |         |  |      |  
|----------------- |  | -------------------- | ------- |  | ---- | -
|                  |  | 2015                 |         |  | 2014 |  
|                  |  | (in thousands)       |         |  |      |  
|India             |  | $                    | 109,513 |  |      | $
|Europe            |  |                      | 27,146  |  |      |  
|North America     |  |                      | 19,052  |  |      |  
|Rest of the world |  |                      | 128,464 |  |      |  
|Total revenues    |  | $                    | 284,175 |  |      | $



Revenue. Revenue increased by 20.7% to $284.2 million, compared
to $235.5 million in fiscal 2014 (excluding the impact of foreign currency fluctuations, revenue increased 22.4%, or $52.0
million). Our revenue growth was driven by increases in our theatrical, television syndication and digital and ancillary revenues
in fiscal 2015. The growth in our theatrical revenue reflected the increased number of high budget films and the performance of
our globally released Tamil and Telugu films, Lingaa, Kochadaiiyaan, Aagadu and Action Jackson a Hindi
film release. Television syndication revenue grew in fiscal 2015, with our high and medium budget films helping us syndicate attractive
bundles of new and library films. Digital and ancillary revenue growth reflected new release and catalog performance together
with contributions from production services. We released six high budget films in fiscal 2015 compared to four high budget films
in fiscal 2014. In fiscal 2015 we released 12 medium budget films as compared to 21 medium budget films in fiscal 2014. In fiscal
2015 we released six high budget films of which three were Hindi and two were Tamil and one was Telugu, as compared to
fiscal 2014, in which out of four high budget films, three were Hindi, and one was Telugu, and none were Tamil.



We derived approximately 61.5%
of our fiscal 2015 revenues from customers located outside of India. This percentage is calculated (as required under International
Financial Reporting Standards) based on where the customer who entered into a contract with us is located and not necessarily on
the geography of the rights being exploited or licensed. To that extent, this net revenue by customer location may not be reflective
of the potential of any given market. As a result of changes in the location of our customers, our revenue by customer location
may vary year to year.



Revenue by customer location in India decreased 6.9% to $109.5
million in fiscal 2015, compared to $117.6 million in fiscal 2014, attributable to a reduction in revenue as a result of the translation
impact due to exchange rate movement, together with the impact of changes in customer location for revenue related to the India
market but accounted for as derived outside of India. Revenue from Europe increased 22.0% to $27.1 million in fiscal 2015, compared
to $22.2 million in fiscal 2014. Revenue from North America increased 35.9% to $19.1 million in fiscal 2015, compared to
$14.0 million in fiscal 2014 due to increased syndication revenues. In fiscal 2015, revenues from the rest of the world increased
57.5% to $128.5 million, compared to $81.6 million in fiscal 2014 due to increased syndication revenues and digital and ancillary
revenues.



57







Cost of sales. Cost of sales increased by 17.2% or $22.8
million in fiscal 2015 to $155.8 million, compared to $132.9 million in fiscal 2014. The increase was primarily due to an increase
in film amortization costs of $17.6 million driven by a higher investment in our new release slate as compared to fiscal
2014, along with the cumulative impact of amortization costs associated with our larger film library. Other costs of sales, which
principally consist of advertising, overages and print costs, increased by $4.9 million in fiscal 2015, reflecting increased advertising
costs associated with the increase in high budget film releases in fiscal 2015 compared to fiscal 2014, offset by reduced print
and associated distribution costs due to increased usage of digital distribution methods.



Gross profit. Gross profit increased by 25.2% or $25.9 million
in fiscal 2015 to $128.4 million, compared to $102.5 million in fiscal 2014 primarily due to our improved margins reflecting
the higher than proportionate increase in revenues, relative to the lower cost of the mix of new film releases. As a percentage
of revenues, our gross profit margin increased to 45.2% in fiscal 2015 from 43.5% in fiscal 2014.



Administrative costs. Administrative costs increased by
16.1% or $6.8 million in fiscal 2015 to $49.5 million, which was attributable to an increase of $3.5 million in share based payment
charges compared to fiscal 2014, along with $3.3 million of additional overhead in fiscal 2015, which includes an increase
in personnel cost of $0.3 million. Additional trade receivables provisions contributed to $1.8 million of the increase in additional
overhead as compared to fiscal 2014.



Net finance costs. Net finance costs, excluding the impact
of foreign currency fluctuations, decreased by 22.0% or $1.6 million due to an overall increase in interest income resulting
from higher cash levels across the group, which was due to proceeds from the follow-on offering on the NYSE and our
Retail Bond offering on the London Stock Exchange.



Other losses. Other losses increased by 345.5% or $8.1 million
in fiscal 2015 to $10.5 million, compared to $2.4 million in fiscal 2014, due to a derivative loss as a result of changes in
USD interest rate expectations of $7.8 million recognized in fiscal 2015, compared to a $5.2 million derivative gain in fiscal
2014.



Income tax expense. Income tax expense increased by 2.6%
or $0.4 million in fiscal 2015 to $13.2 million compared to $12.8 million in fiscal 2014, and our effective tax rate was 21.1%
in fiscal 2015, compared to 25.6% in fiscal 2014. Derivative gains and transaction costs relating to equity transactions are not
chargeable or deductible for income tax purposes. Our income tax expense in fiscal 2015 included $7.5 million of estimated
current tax expense and $5.7 million of estimated deferred tax expense. The change in effective rate principally reflects
a change in the pattern of the profits subject to income tax amongst our subsidiaries as compared to fiscal 2014.



Year Ended March 31, 2014 Compared to Year Ended March 31,
2013



|                     |  | Year ended March 31, |          |   |      |   |          | As a % of revenue | 
|-------------------- |  | -------------------- | -------- | - | ---- | - | -------- | ----------------- | 
|                     |  | 2014                 |          |   | 2013 |   |          | Change            | 
|                     |  | (in thousands)       |          |   |      |   |          |                   | 
|Revenue              |  | $                    | 235,470  |   |      | $ | 215,346  |                   | 
|Cost of sales        |  |                      | (132,933 | ) |      |   | (134,002 | )                 | 
|Gross profit         |  |                      | 102,537  |   |      |   | 81,344   |                   | 
|Administrative costs |  |                      | (42,680  | ) |      |   | (26,308  | )                 | 
|Operating profit     |  |                      | 59,857   |   |      |   | 55,036   |                   | 
|Net finance costs    |  |                      | (7,517   | ) |      |   | (1,469   | )                 | 
|Other losses         |  |                      | (2,353   | ) |      |   | (7,989   | )                 | 
|Profit before tax    |  |                      | 49,987   |   |      |   | 45,578   |                   | 
|Income tax expense   |  |                      | (12,843  | ) |      |   | (11,913  | )                 | 
|Net income           |  | $                    | 37,144   |   |      | $ | 33,665   |                   | 



The following table sets forth, for the period
indicated, the revenue by geographic area by customer location.



|                  |  | Year ended March 31, |         |  |      |  
|----------------- |  | -------------------- | ------- |  | ---- | -
|                  |  | 2014                 |         |  | 2013 |  
|                  |  | (in thousands)       |         |  |      |  
|India             |  | $                    | 117,647 |  |      | $
|Europe            |  |                      | 22,245  |  |      |  
|North America     |  |                      | 14,017  |  |      |  
|Rest of the world |  |                      | 81,561  |  |      |  
|Total revenues    |  | $                    | 235,470 |  |      | $



Revenue.Revenue increased by 9.4% to $235.5 million,
compared to $215.3 million in fiscal 2013 (excluding the impact of foreign currency fluctuations, revenue increased 15.8%,
or $32.2 million). Our revenue growth was driven partly by an increase in theatrical revenue in fiscal 2014. The growth in
our theatrical revenue reflected in particular the success of our globally released Hindi films, Raanjhanaa, Grand Masti, Singh
Saab the Great, Goliyon Ki Rasleela-Ram-leela, R... Rajkumar, and Jai Ho, as well as our first Telugu global release
One Nennokodine. Television syndication revenue remained strong in fiscal 2014, with our high and medium budget films helping
us syndicate attractive bundles of new and library films.

58







While we released four high budget films in fiscal 2014 compared
to six high budget films in fiscal 2013, in fiscal 2014 we increased our number of medium budget films to 21 as compared to 13
medium budget films in fiscal 2013. In fiscal 2014 our four high budget films of which three were Hindi and one was Telugu, while
none were Tamil, as compared to fiscal 2013, in which out of six high budget films, four were Hindi and two were Tamil.



We derived approximately 50.0% of our fiscal 2014 revenues from
customers located outside of India. This percentage is calculated (as required under International Financial Reporting Standards)
based on where the customer who entered into a contract with us is located and not necessarily on the geography of the rights being
exploited or licensed. To that extent, this net revenue by customer location may not be reflective of the potential of any given
market. As a result of changes in the location of our customers, our revenue by customer location may vary year to year.



Underlying revenues from India as a market continued to grow. Revenue
by customer location from India decreased by 13.0% or $17.6 million in fiscal 2014 attributable to a $8.8 million reduction in
revenue as a result of the translation impact due to exchange rate movement, together with impact of customer location variations.
For example, while more revenue may be attributable to customers located outside of India, we believe some of the content was still
exploited and licensed in India by these customers. Revenue by customer location from Europe decreased by 36.7% or $12.9 million
in fiscal March 31, 2014 due to a decline in production services revenue in fiscal 2014, partially offset by increased contributions
from television sales. Revenue by customer location from North America increased 10.6% or $1.3 million in fiscal March 31, 2014
due to increased digital and syndication revenues. Revenue from the rest of the world increased 153.1% or $49.3 million in fiscal
March 31, 2014 due to an increase in catalogue syndication sales with respect to television as well as digital and ancillary rights,
along a wider release of some of the theatrical films.



Cost of sales. Cost of sales decreased by 0.8% or $1.1 million.
The decrease was primarily due to a decrease in film amortization costs of $2.3 million in fiscal 2014 driven by lower investment
in our new release slate as compared to fiscal 2013 partially offset by the cumulative impact of amortization costs associated
with our larger film library. Other costs of sales, which principally consist of advertising and print costs, increased by $1.2
million, reflecting an increase in advertising costs of $3.6 million which reflects reflecting the wider release pattern of films
in the year as compared to fiscal 2013, offset by a reduction in other costs, including content advance and other impairments,
of $2.3 million.



Gross profit. Gross profit increased by 26.1% or $21.2 million,
primarily due to the improved margins reflecting the higher than proportionate increase in revenues, relative to the lower cost
of the mix of new film releases and the resulting lower amortization charge. As a percentage of revenues our gross profit margin
increased to 43.5% in fiscal 2014 from 37.8% in fiscal 2013.



Administrative costs. Administrative costs increased by 62.2%
or $16.4 million, which was attributable to a increase of $16.5 million in share based payment charges compared to fiscal 2013,
and partially offset by $1.7 million of additional overhead in fiscal 2013 which includes an increase of personnel costs of $1.6
million. The share based payment charges in fiscal 2014 principally arose from various directors, including our chief executive
officer and chairman, and staff share grants associated with the listing on the New York Stock Exchange.



Net finance costs. Net finance costs, excluding the impact
of foreign currency fluctuations, increased by 411.7% or $6.0 million due to an overall increase in net debt levels and an increase
in high cost short-term borrowings within India and a corresponding decrease in interest income from cash deposits within India.



Other losses. Other losses decreased by 70.5% or $5.6 million.
Other losses in fiscal 2014 were principally comprised of a $8.2 million of costs associated with our New York Stock Exchange listing,
other than the cost of employee share and option grants, which principally comprised of legal, accounting, printing and other travel
costs; a $5.2 million interest rate derivative gain; and a net foreign exchange gain of $0.7 million. The derivative gain reflected
the movement in long term expectations in respect of U.S. dollar interest rates. The foreign exchange gain in fiscal 2014 was mainly
caused by the overall fluctuations in the Indian Rupee and British pound Sterling as compared to the U.S. dollar, which impacted
U.S. dollar denominated loans in our Indian subsidiary and British pound Sterling deposits.



Income tax expense. Income tax expense increased by 7.8%
or $0.9 million and our effective tax rate was 25.7% in fiscal 2014, compared to 26.1% in fiscal 2013. The decrease in our effective
rate principally reflects changes to the profits chargeable to taxation in India offset by an increase in tax rates in India during
fiscal 2014. Derivative gains and transaction costs relating to equity transactions are not chargeable or deductible for income
tax purposes. Our income tax expense in fiscal 2014 included $6.5 million of estimated current tax expense and $6.4 million of
estimated deferred tax expense.



59







Exchange Rates



Our reporting currency is the U.S. dollar. Transactions in foreign
currencies are translated at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated into U.S. dollars at the exchange rates at the date of the applicable statement of financial position.
For the purposes of consolidation, all income and expenses are translated at the average rate of exchange during the period covered
by the applicable statement of income and assets and liabilities are translated at the exchange rate prevailing on the date of
the applicable statement of financial position. When the U.S. dollar strengthens against a foreign currency, the value of our sales
and expenses in that currency converted to U.S. dollars decreases. When the U.S. dollar weakens, the value of our sales and expenses
in that currency converted to U.S. dollars increases.



Recently, there have been periods of higher volatility in the Indian
Rupee and U.S. dollar exchange rate. This volatility is illustrated in the table below for the periods indicated:



|               |  | Period End |       | Average(1) |  | High |       | Low
|-------------- |  | ---------- | ----- | ---------- |  | ---- | ----- | ---
|Fiscal Year    |  |            |       |            |  |      |       |    
|2011           |  |            | 44.54 |            |  |      | 45.46 |    
|2012           |  |            | 50.89 |            |  |      | 48.01 |    
|2013           |  |            | 54.52 |            |  |      | 54.36 |    
|2014           |  |            | 60.35 |            |  |      | 60.35 |    
|2015           |  |            | 62.58 |            |  |      | 61.15 |    
|Months         |  |            |       |            |  |      |       |    
|April 2014     |  |            | 60.34 |            |  |      | 60.36 |    
|May 2014       |  |            | 59.10 |            |  |      | 59.32 |    
|June 2014      |  |            | 60.15 |            |  |      | 59.74 |    
|July 2014      |  |            | 60.52 |            |  |      | 60.08 |    
|August 2014    |  |            | 60.68 |            |  |      | 60.87 |    
|September 2014 |  |            | 61.76 |            |  |      | 60.86 |    
|October 2014   |  |            | 61.40 |            |  |      | 61.39 |    
|November 2014  |  |            | 62.06 |            |  |      | 61.71 |    
|December 2014  |  |            | 63.12 |            |  |      | 62.78 |    
|January 2015   |  |            | 61.94 |            |  |      | 62.23 |    
|February 2015  |  |            | 61.81 |            |  |      | 62.04 |    
|March 2015     |  |            | 62.58 |            |  |      | 62.47 |    
|April 2015     |  |            | 63.52 |            |  |      | 62.72 |    
|May 2015       |  |            | 63.83 |            |  |      | 63.73 |    



|(1) | Represents the average of the U.S. dollar to Indian Rupee exchange
    rates on the last day of each month during the period for all fiscal years presented, and the average of the noon buying rate
    for all days during the period for all months presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This volatility in the Indian Rupee as compared to the U.S. dollar
and the increasing exchange rate has impacted our results of operations as shown in the table below comparing the reported results
against constant currency comparables based upon the average rate of exchange for the year ended March 31, 2015, of INR 61.23 to
$1.00. In addition to the impact on gross profit, the volatility during the year ended March 31, 2015 also led to a non-cash foreign
exchange loss of $0.9 million principally on our Indian subsidiaries’ foreign currency loans in the year ended March 31,
2015 compared to $0.6 million gain in the year ended March 31, 2014.



|              |  | Year ended March 31, |         
|------------- |  | -------------------- | --------
|              |  | 2015                 |         
|              |  | (in thousands)       |         
|              |  | Reported             |         
|Revenue       |  | $                    | 284,175 
|Cost of sales |  |                      | (155,777
|Gross Profit  |  | $                    | 128,398 



60





The percentage change for the data comparing the constant currency
amounts against the reported results referenced in the table above:



|              |  | Year ended March 31, |  
|------------- |  | -------------------- | -
|              |  | 2015                 |  
|Revenue       |  |                      | —
|Cost of sales |  |                      | —
|Gross profit  |  |                      | —



The Indian Rupee experienced an approximately 3.7% drop in value
as compared to the U.S. dollar in fiscal 2015, in fiscal 2014 the drop was 10.7%. Since the end of fiscal 2015 to the end of May
2015 the Indian Rupee has experienced a 2.0% decline. Changes in the growth of the Indian economy and the combined volatility
of the Indian Rupee, may adversely affect our business.



B. Liquidity and Capital Resources



Our operations and strategic objectives require continuing capital
investment, and our resources include cash on hand and cash provided by operations, as well as access to capital from bank borrowings
and access to capital markets. Management believes that cash generated by or available to us should be sufficient to fund our capital
and liquidity needs for at least the next 12 months.



Our future financial and operating performance, ability to service
or refinance debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future
economic conditions, the financial health of our customers and suppliers and to financial, business and other factors, many of
which are beyond our control. Furthermore, management believes that working capital is sufficient for our present requirements.



|                    |  | Year ended March 31,
|------------------- |  | --------------------
|                    |  | 2015                
|                    |  | (in thousands)      
|Current assets      |  | $                   
|Current liabilities |  |                     
|Working capital     |  | $                   



The significant increase in working capital as at March 31,
2015 as compared to March 31, 2014, principally reflects the net proceeds of the follow-on offering and an increase in long term
debt financing in fiscal 2015.



Indebtedness



As of March 31, 2015, we had aggregate outstanding indebtedness
of $314.7 million, and cash and cash equivalents of $153.7 million. At March 31, 2015, the total available facilities were comprised
of (i) revolving credit facilities, secured term loans and vehicle loans of $200.4 million at Eros India
and Eros Worldwide, (ii) a committed $15.9 million secured overdraft facility at Eros International Limited. In addition, at March
31, 2015, $25.7 million of unsecured commercial paper had been issued by Eros India, and Eros International plc has debt of $72.6
million in relation to a retail bond offering for £50 million in October 2014. As at March 31, 2015, there were undrawn
amounts under our facilities of $0.8 million.



|                                    |  | As ofMarch 31, 2015
|----------------------------------- |  | -------------------
|                                    |  | (in thousands)     
|Eros India                          |  |                    
|Secured revolving credit facilities |  | $                  
|Secured term loans                  |  |                    
|Unsecured commercial paper          |  |                    
|Vehicle loans                       |  |                    
|Total                               |  | $                  
|Eros International plc              |  |                    
|Retail Bond                         |  | $                  
|Eros International Limited          |  |                    
|Secured overdraft                   |  | $                  
|Eros International USA Inc.         |  |                    
|Vehicle loans                       |  | $                  
|Eros Worldwide                      |  |                    
|Revolving credit facility(1)        |  | $                  
|Interest swap financing facility    |  |                    
|Total                               |  | $                  
|Total                               |  | $                  



| | (1) | Borrowers under the revolving credit facility are Eros International Plc, Eros Worldwide, and Eros International USA Inc.
| | --- | -------------------------------------------------------------------------------------------------------------------------



61







Certain of our borrowings and loan agreements, including our new
credit facility, contain customary covenants, including covenants that restrict our ability to incur additional indebtedness, create
or permit liens on our assets or engage in mergers and acquisitions. Such agreements also contain various customary events of default
with respect to the borrowings, including the failure to pay interest or principal when due and cross default provisions, and,
under certain circumstances, lenders may be able to require repayment of loans to Eros India or Eros Films prior to their maturity.
If an event of default occurs and is continuing, the principal amounts outstanding, together with all accrued unpaid interest and
other amounts owed may be declared immediately due and payable by the lenders. If such an event were to occur, we would need to
pursue new financing that may not be on as favorable terms as our current borrowings. We are currently in full compliance with
all of our agreements governing indebtedness.



Borrowings under our revolving credit facility maturing in 2017
bear interest at LIBOR, or in the case of future borrowings in Euros, EURIBOR, floating rates with margins between 1.9% and 2.9%
plus mandatory cost. Borrowings under our term loan facilities, overdraft facility and revolving credit facilities at Eros India
and Eros Films mature between 2015 and 2018 and bear interest at fluctuating interest rates pursuant to the relevant sanction
letter governing such loans. As of March 31, 2015, our unsecured commercial paper issued by Eros India bore discount rates between
10.7% and 13.0% and has maturity dates ranging from one month to six months of the
date of issuance thereof.



In October 2014, Eros completed an offering of 6.50% Retail Bonds
(due 2021), raising GBP 50,000,000 ($77,930,000) in total proceeds net of transaction cost of approximately GBP 1 million
(USD $1,791,000). Interest on these bonds is payable biannually on April 15 and October 15 each year.



We expect to renew, replace or extend our borrowings as they reach
maturity. As at March 31, 2015, Eros had net undrawn amounts of $800,000 (2014: $19,757,000) available.



Sources and Uses of Cash



|                                      |  | Year Ended March 31,
|------------------------------------- |  | --------------------
|                                      |  | 2015                
|                                      |  | (in thousands)      
|Net cash from operating activities    |  | $                   
|Net cash used in investing activities |  | $                   
|Net cash from financing activities    |  | $                   



Year ended March 31, 2015 Compared to Year Ended March 31,
2014



Net cash from operating activities in fiscal 2015 was $118.0
million, compared to $132.5 million in fiscal 2014, a decrease of $14.5 million, or 10.9%, which included a
decrease in interest paid of $2.7 million and an increase in income taxes paid of $5.3 million, from fiscal 2014. There
was an increase in working capital of $92.5 million in fiscal 2015 primarily due to an increase in trade receivables of $94.0
million and an increase of $1.4 million in trade payables compared to a $34.2 million increase in trade receivables and a
$0.9 million increase in trade payables in fiscal 2014.



Net cash used in investing activities in fiscal 2015 was $279.2
million, compared to $161.0 million in fiscal 2014, an increase of $118.2 million, or 73.4%, reflecting the change in the
number and mix of films released in fiscal 2014 and our investment in film content in future years. Our investment in film content
in fiscal 2015 was $276.2 million, compared to $163.2 million in fiscal 2014, an increase of $113.0 million, or 69.2%.



Net cash from financing activities in fiscal 2015 was $177.6 million,
compared to $69.4 million in fiscal 2014, an increase of $108.2 million, or 155.9%, primarily attributable to net share
capital proceeds of $92.3 million from our follow on equity offering, net proceeds of short-term borrowings of $1.5 million and
proceeds of net long-term borrowings of $63.6 million principally from our Retail Bond.



Year ended March 31, 2014 Compared to Year Ended March 31,
2013



Net cash from operating activities in fiscal 2014 was $132.5 million,
compared to $137.4 million in fiscal 2013, a decrease of $4.9 million, or 3.6%, which included a decrease in income taxes paid
of $5.6 million and an increase in interest paid of $5.0 million, from fiscal 2013. In addition, there was an increase in working
capital of $30.9 million in fiscal 2014 primarily due to an increase in trade receivables of $34.2 million and an increase
of $0.9 million in trade payables compared to a $13.6 million increase in trade payables and an increase in trade receivables
of $21.7 million in fiscal 2013.



Net cash used in investing activities in fiscal 2014 was $161.0
million, compared to $182.3 million in fiscal 2013, a decrease of $21.3 million, or 11.7%, reflecting the change in the number
and mix of films released in fiscal 2014 and our investment in film content in future years. Our investment in film content in
fiscal 2014 was $163.2 million, compared to $186.7 million in fiscal 2013, a decrease of $23.6 million, or 12.6%.



Net cash from financing activities in fiscal 2014 was $69.4 million,
compared to $11.5 million in fiscal 2013, an increase of $57.9 million, or 503.5%, attributable to net share capital proceeds
of $50.7 million from our NYSE listing, net proceeds of short-term borrowings of $10.4 million and proceeds of net long-term borrowings
of $8.1 million.



62







Capital Expenditures



In fiscal 2015, we invested $276.2 million in film content,
and in fiscal 2016 we expect to invest approximately $225 million in film content.



C. Research and development



Not applicable



D. Trend information



New accounting pronouncements
issued but not yet effective



Certain
new standards, interpretations and amendments to existing standards have been published that are mandatory for our accounting
periods beginning on or after April 1, 2015 or later periods. Those which are considered to be relevant to our operations
are set out below.



IFRS 15 Revenue from
Contracts with Customers



In May 2014, the IASB issued IFRS 15 Revenue
    from Contracts with Customers (“IFRS 15”).  This standard provides a single, principle-based five-step model
    to be applied to all contracts with customers. Guidance is provided on topics such as the point at which revenue is recognized,
    accounting for variable consideration, costs of fulfilling and obtaining a contract and various other related matters. IFRS
    15 also introduced new disclosure requirements with respect to revenue.



The five steps in the
model under IFRS 15 are : (i) identify the contract with the customer; (ii) identify the performance obligations in
the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations
in the contracts; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.



IFRS
15 replaces the following standards and interpretations:



| | · | IAS 11 Construction Contracts
| | - | -----------------------------



| | · | IAS
    18 Revenue
| | - | ------------------



| | · | IFRIC 13 Customer Loyalty Programmes
| | - | ------------------------------------



| | · | IFRIC 15 Agreements for the Construction of Real Estate
| | - | -------------------------------------------------------



| | · | IFRIC 18 Transfers of Assets from Customers
| | - | -------------------------------------------



| | · | SIC-31 Revenue - Barter Transactions Involving Advertising Services
| | - | -------------------------------------------------------------------



When
first applying IFRS 15, it should be applied in full for the current period, including retrospective application to all contracts
that were not yet complete at the beginning of that period. In respect of prior periods, the transition guidance allows an option
to either:



| | · | apply IFRS 15 in full to prior periods (with certain limited practical expedients being
    available); or
| | - | ----------------------------------------------------------------------------------------------------------



| | · | retain prior period figures as reported under the previous standards, recognizing the cumulative
    effect of applying IFRS 15 as an adjustment to the opening balance of equity as at the date of initial application (beginning
    of current reporting period).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



IFRS
15 is effective for fiscal years beginning on or after January 1, 2017. Earlier application is permitted. The Company is
currently evaluating the impact that this new standard will have on its consolidated financial statements.



IAS 16 Property Plant
and Equipment and IAS 38 Intangible Assets



In May 2014, the IASB issued two amendments with respect to IAS 16 Property, Plant
    and Equipment (“IAS 16”) and IAS 38 Intangible Assets (“IAS 38”) dealing with
    acceptable methods of depreciation and amortization.



The amended IAS 16 prohibits
entities from using a revenue based depreciation method for items of property, plant and equipment. Further the amendment under
IAS 38 introduces a rebuttable presumption that revenue is not an appropriate basis for amortization of an intangible assets.
However this presumption can only be rebutted in two limited circumstances;



63







| | · | the intangible is expressed as a measure of revenue i.e. when the predominant limiting factor inherent in an intangible asset is the achievement of a contractually specified revenue threshold; or
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | it can be demonstrated that revenue and the consumption of economic benefits of the intangible assets are highly correlated. In these circumstances, revenue expected to be generated from the intangible assets can be an appropriate basis for amortization of the intangible asset.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The amendments apply prospectively and are effective
for annual periods beginning on or after January 1, 2016, with earlier application permitted. The Company is currently evaluating
the impact that this amendment to IAS 16 and IAS38 will have on its consolidated financial statements.



IFRS 9 Financial Instruments



In July 2014, the IASB finalized and issued IFRS 9 – Financial Instruments. IFRS 9 replaces IAS 39 “Financial instruments: recognition and measurement, the previous Standard which dealt with the recognition and measurement of financial instruments in its entirety upon the former’s effective date.



The Key requirements of IFRS 9:



| | · | Replaces IAS 39’s measurement categories with the following three categories:
| | - | -----------------------------------------------------------------------------



|• |  | fair value through profit or loss
|- |  | ---------------------------------



|• |  | fair value through other comprehensive income
|- |  | ---------------------------------------------



|• |  | amortized cost
|- |  | --------------



| | · | Eliminates the requirement for separation of embedded derivatives from hybrid financial assets, the classification requirements to be applied to the hybrid financial asset in its entirety.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Requires an entity to present the amount of change in fair value due to change in entity’s own credit risk in other comprehensive income.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | Introduces new impairment model, under which the “expected” credit loss are required to be recognized as compared to the existing “incurred” credit loss model of IAS 39.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Fundamental changes in hedge accounting by introduction of new general hedge accounting model which:
| | - | ----------------------------------------------------------------------------------------------------



|• |  | Increases the eligibility of hedged item and hedging instruments;
|- |  | -----------------------------------------------------------------



|• |  | Introduces a more principles–based approach to assess hedge effectiveness.
|- |  | --------------------------------------------------------------------------



IFRS 9 is effective for annual
periods beginning on or after January 1, 2018.



Earlier application is permitted
provided that all the requirements in the Standard are applied at the same time with two exceptions:



| | · | The requirement to present changes in the fair value of a liability due to changes in own credit risk may be applied early in isolation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | · | Entity may choose as its accounting policy choice to continue to apply hedge accounting requirements of IAS 39 instead of new general hedge accounting model as provided in IFRS 9.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company is currently
evaluating the impact of this new standard on its consolidated financial statements.



64







Quarterly Financial Information



The table below presents our selected unaudited quarterly results
of operations for the four quarters in the fiscal year ended March 31, 2015. This information should be read together with our
consolidated financial statements and related notes included elsewhere in this annual report.We have prepared the unaudited financial
data for the quarters presented on the same basis as our audited consolidated financial statements. The historical quarterly results
presented below are not necessarily indicative of the results that may be expected for any future quarters or periods.



|                                         |  | Three Months Ended     |        
|---------------------------------------- |  | ---------------------- | -------
|                                         |  | June 30, 2014          |        
|                                         |  | (dollars in thousands) |        
|Selected Quarterly Results of Operations |  |                        |        
|Revenue                                  |  | $                      | 45,362 
|Cost of sales                            |  |                        | (33,224
|Gross profit                             |  |                        | 12,138 
|Administrative costs                     |  |                        | (9,966 
|Operating profit                         |  |                        | 2,172  
|Net finance costs                        |  |                        | (1,620 
|Other losses                             |  |                        | (1,599 
|(Loss)/profit before tax                 |  |                        | (1,047 
|Income tax expense                       |  |                        | (1,541 
|Net (loss)/income                        |  | $                      | (2,588 
|                                         |  |                        |        
|OTHER NON-GAAP MEASURES                  |  |                        |        
|EBITDA(1)                                |  | $                      | 881    
|Adjusted EBITDA (1)                      |  | $                      | 8,068  
|                                         |  |                        |        
|OPERATING DATA                           |  |                        |        
|High budget film releases(2)             |  |                        | 1      
|Medium budget film releases(2)           |  |                        | 3      
|Low budget film releases(2)              |  |                        | 5      
|Total new film releases(2)               |  |                        | 9      



|(1) | We use EBITDA and Adjusted EBITDA as supplemental financial measures. EBITDA is defined by us as net income before interest expense, income tax expense and depreciation and amortization (excluding amortization of capitalized film content and debt issuance costs).  Adjusted EBITDA is defined as EBITDA adjusted for impairments of available-for-sale financial assets, profit/loss on held for trading liabilities (including profit/loss on derivatives), transaction costs relating to equity transactions and share based payments.  EBITDA, as used and defined by us, may not be comparable to similarly-titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.  EBITDA and Adjusted EBITDA provide no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures and working capital movement or tax position.  However, our management team believes that EBITDA and Adjusted EBITDA are useful to an investor in evaluating our results of operations because these measures:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation
of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets,
capital structure and the method by which assets were acquired, among other factors;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital
structure from our operating structure; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | are used by our management team for various other purposes in presentations to our board of directors as a basis for strategic
planning and forecasting.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



There are significant limitations to using EBITDA and Adjusted EBITDA
as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially
affect our net income or loss, the lack of comparability of results of operations of different companies and the different methods
of calculating EBITDA and Adjusted EBITDA reported by different companies.

65







The following table sets forth the reconciliation of our net income
to EBITDA and Adjusted EBITDA:



|                                                          |  | Three Months Ended |       
|--------------------------------------------------------- |  | ------------------ | ------
|                                                          |  | June 30, 2014      |       
|                                                          |  | (in thousands)     |       
|Net (loss)/income                                         |  | $                  | (2,588
|Income tax expense                                        |  |                    | 1,541 
|Net finance costs                                         |  |                    | 1,620 
|Depreciation                                              |  |                    | 242   
|Amortization(a)                                           |  |                    | 66    
|EBITDA                                                    |  |                    | 881   
|Impairment of available-for-sale financial assets         |  |                    | —     
|Share based payments(b)                                   |  |                    | 4,782 
|Net loss/(gain) on held for trading financial liabilities |  |                    | 2,405 
|Transaction costs relating to equity transactions         |  |                    | —     
|Adjusted EBITDA                                           |  | $                  | 8,068 

| | a) | Includes only amortization of intangible assets other than intangible content assets.
| | -- | -------------------------------------------------------------------------------------

| | b) | Consists of compensation costs recognized with respect to all outstanding plans and all other equity settled instruments.
| | -- | -------------------------------------------------------------------------------------------------------------------------

|2) | Includes films that were released by us directly and licensed by us for release.
|-- | --------------------------------------------------------------------------------



Our revenues and operating results are significantly affected by
the timing, number and breadth of our theatrical releases and their budgets, the timing of television syndication agreements, and
our amortization policy for the first 12 months of commercial exploitation for a film. The timing of releases is determined based
on several factors. A significant portion of the films we distribute are delivered to Indian theaters at times when theater attendance
has traditionally been highest, including school holidays, national holidays and the festivals. This timing of releases also takes
into account competitor film release dates, major cricket events in India and film production schedules. Significant holidays and
festivals, such as Diwali, Eid and Christmas, occur during July to December each year, and the Indian Premier League cricket season
generally occurs during April and May of each year. The Tamil New Year, called Pongal, falls in January each year making the quarter
ending March an important one for Tamil releases.



In the four quarters ended March 31, 2015, revenue fluctuations
primarily reflected the timing of major theatrical releases, with our highest quarterly revenues of $100.4 million in the
three months ended December 31, 2014 as a result of the high budget theatrical releases such as Lingaa, Action Jackson, Happy
Ending, and Kaththi. The quarterly release schedule of new films led to the lowest quarterly revenues of $45.4 million in
the three months ended June 30, 2014. The fluctuations in other losses reflect the changes in mark to market values of our interest
derivative liabilities.



Although our revenues are typically highest in the third quarter
of our fiscal year (i.e., the quarter ended December 31), quarterly results can vary from one year to the next, and the results
of one quarter are not necessarily indicative of results for the next or any future quarter. Our revenue and operating results
are therefore seasonal in nature due to the impact on income of the timing of new releases.



E. Off-Balance Sheet Arrangements



From time to time, to satisfy our filmed content purchase contracts,
we obtain guarantees or other contractual arrangements, such as letters of credit, as support for our payment obligations.



As of March 31, 2015, the Group has provided certain stand-by letters
of credit amounting to $96.2 million (2014: $99.3 million) which are in the nature of performance guarantees issued while entering
into film co-production contracts and are valid until funding obligations under these contracts are met. These guarantees, issued
in connection with the aforementioned content commitments, have varying maturity dates.



In addition, the Group issued financial guarantees amounting to
$3.0 million (2014: $8.2 million) in the ordinary course of business, having varying maturity dates normally up to the next 24
months. The Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations.



The Group did not earn any fee to provide such guarantees. It
does not anticipate any liability on these guarantees as it expects that most of these will expire unused.



66







F. Contractual Obligations



We have commitments under certain firm contractual arrangements,
or firm commitments, to make future payments. These firm commitments secure future rights to various assets and services to be
used in the normal course of our operations. The following table summarizes our firm commitments as of March 31, 2015.



|                                               |  | As of March 31, 2015 |        
|---------------------------------------------- |  | -------------------- | -------
|                                               |  | Total                |        
|                                               |  | (in thousands)       |        
|Recorded Contractual Obligations               |  |                      |        
|Debt                                           |  | $                    | 314,670
|                                               |  |                      |        
|Unrecorded Contractual Obligations             |  |                      |        
|Operating leases                               |  |                      | 1,649  
|Film entertainment rights purchase obligations |  |                      | 260,573
|Interest
    payments on debt (1)              |  |                      | 41,908 
|Total                                          |  |                      | 304,130



(1) The amounts shown in the table include future interest payments
on variable and fixed rate debt at current interest rates ranging from 0.75% to 16%.



G. Safe Harbor



See “Special Note Regarding Forward-Looking Statements”
at the beginning of this Annual Report on Form 20-F.



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A. Directors and Executive Officers



Our Board of Directors consists of nine directors.



The following table sets forth the name, age (as at June 30,
2015) and position of each of our directors and executive officers as at the date hereof.



|Name                       |  | Age |  | Position/s                                                           
|-------------------------- |  | --- |  | ---------------------------------------------------------------------
|Directors                  |  |     |  |                                                                      
|Kishore Lulla              |  | 53  |  | Director, Executive Chairman                                         
|Jyoti Deshpande            |  | 44  |  | Director, Group Chief Executive Officer, Managing Director           
|Vijay Ahuja                |  | 58  |  | Director, Vice Chairman                                              
|Sunil Lulla                |  | 51  |  | Director, Executive Vice Chairman                                    
|Naresh Chandra(1)(2)(3)(4) |  | 80  |  | Director, Chairman of Remuneration Committee and Nomination Committee
|Dilip Thakkar(1)(2)(3)(4)  |  | 78  |  | Director, Chairman of Audit Committee                                
|David Maisel(1)            |  | 53  |  | Director                                                             
|Rishika Lulla              |  | 28  |  | Director                                                             
|Rajeev Misra(1)            |  | 53  |  | Director                                                             
|Senior Management          |  |     |  |                                                                      
|Prem Parameswaran          |  | 46  |  | President of US Operations and Chief Financial Officer(5)            
|Mark Carbeck               |  | 43  |  | Chief Corporate & Strategy Officer                                   
|Pranab Kapadia             |  | 43  |  | President of Europe and Africa Operations                            
|Surender Sadhwani          |  | 59  |  | President of Middle East Operations                                  
|Ken Naz                    |  | 56  |  | President of US – Film Distributions                                 



|(1) | Independent director                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Member of the Audit Committee                                                                                                                                                                                                  
|(3) | Member of the Remuneration Committee                                                                                                                                                                                           
|(4) | Member of the Nomination Committee                                                                                                                                                                                             
|(5) | Andrew Heffernan is Group Chief Financial Officer of the Company at the time of filing of this document, however he
    has served notice to resign from this position in June 2015 and will be succeeded by Prem Parameswaran.



67







Summarized below is relevant biographical information covering at
least the past five years for each of our directors and executive officers.



Directors



Mr. Kishore Lulla is a director and our Chairman. Mr. Lulla
received a bachelor’s degree in Arts from Mumbai University. He has over 30 years of experience in the media and
film industry. He is a member of the British Academy of Film and Television Arts and Young Presidents’ Organization and
also a board member for the School of Film at the University of California, Los Angeles. He has been honored at the Asian Business
Awards 2007 and the Indian Film Academy Awards 2007 for his contribution in taking Indian cinema global. As our Chairman, he has
been instrumental in expanding our presence in the United Kingdom, the U.S., Dubai, Australia, Fiji and other international markets.
He served as our Chief Executive Officer from June 2011 until May 2012 and has served as a director since 2005. Mr. Kishore Lulla
is the father of Mrs. Lulla Singh, the brother of Mr. Sunil Lulla and a cousin of Mr. Ahuja and Mr. Sadhwani.



Ms. Jyoti Deshpande is a director and our Group Chief Executive
Officer and Managing Director. She had worked with us from 2001 until May 2011 when she resigned from our Board and served as
a Consultant to the Company until November 2011 in connection with our initial public offering in the U.S. She rejoined the Company
in her former Group CEO/MD position on June 22, 2012. With a degree in Commerce and Economics and an MBA from Mumbai University,
Ms. Deshpande has over 22 years of experience in Indian media and entertainment across advertising, media consulting, television
and film. Ms. Deshpande has been a key member of the Eros leadership team since 2001 and was instrumental in our initial public
offering on AIM in 2006, Eros India’s listing on the Indian Stock Exchanges in 2010 and our initial public offering
on the NYSE in November 2013.



Mr. Vijay Ahuja is a director and our Vice Chairman. Mr.
Ahuja received a bachelor’s degree in commerce from Mumbai University. Mr. Ahuja co-founded our United Kingdom business
in 1988 and has since played an important role in implementing our key international strategies, helping expand our business to
its present scale by making a significant contribution to our development in the South East Asian markets, such as Singapore,
Malaysia, Indonesia and Hong Kong. Mr. Ahuja has served as a director since April 2005. Mr. Ahuja is a cousin of Mr. Kishore Lulla
and Mr. Sunil Lulla.



Mr. Sunil Lulla is a director and is Executive Vice Chairman
and Managing Director of Eros India. He received a bachelor’s degree in commerce from Mumbai University. Mr. Lulla has over
20 years of experience in the media industry. Mr. Lulla has valuable relationships with talent in the Indian film industry and
has been instrumental in our expansion into distribution in India as well as home entertainment and music. He has served as a
director since 2005 and led our growth within India for many years before being appointed Executive Vice Chairman and Managing
Director of Eros India in February 2010. Mr. Sunil Lulla is the brother of Mr. Kishore Lulla, uncle of Mrs. Lulla Singh and
the and cousin of Mr. Ahuja and Mr. Sadhwani.



Mr. Naresh Chandrais a director. Mr. Chandra received a master’s degree in Science from Allahabad University. A former civil servant,
he joined the Indian Administrative Services in 1956 and has served as Chief Secretary in the State of Rajasthan, Commonwealth
Secretariat Advisor on Export Industrialization and Policy in Colombo (Sri Lanka), Advisor to the Governor of Jammu and Kashmir
and Secretary to the Ministries of Water Resources, Defense, Home and Justice in the Government of India. In December 1990, he
became Cabinet Secretary, the highest post in the Indian civil service. In 1992, he was appointed Senior Advisor to the Prime
Minister of India. He served as the Governor of the state of Gujarat in 1995-1996 and Ambassador of India to the United States
of America in 1996-2001. In 2007, he chaired the Government of India’s Committee on Corporate Audit and Governance, the
Committee on Private Companies and Limited Liability Partnerships and the Committee on Civil Aviation Policy, and he was honored
with the Padma Vibhushan, a high civilian award. Mr. Chandra serves as director of seven other Indian companies and one foreign
company. He has served as a director since July 2007.



Mr. Dilip Thakkaris a director. Mr. Thakkar received a
degree in Commerce and Law from Mumbai University. A practicing chartered accountant since 1961, Mr. Thakkar has significant financial
experience. He is a senior partner of Jayantilal Thakkar & Co. Chartered Accountants and a member of the Institute
of Chartered Accountants in India. In 1986 he was appointed by the Reserve Bank of India as a member of the Indian Advisory Board
for HSBC Bank and the British Bank of the Middle East for a period of eight years. He is the former President of the Bombay Chartered
Accountants’ Society and was then Chairman of its International Taxation Committee. Mr. Thakkar serves as a non-executive
director of seven other listed public limited companies in India and seven foreign companies. He has served as a director since
April 2006.



Mr. David Maisel is a director. Mr. Maisel has been an Advisor
to Rovio, the owners of Angry Birds, since 2011, and is the Executive Producer of the Angry Birds feature film to be released
in 2016. Prior to this he served in senior executive positions with Marvel Entertainment from 2003 until 2010, where he
conceived and spearheaded the creation of Marvel Studios, the launch of the “Iron Man” franchise, and Marvel’s
2010 sale to The Walt Disney Company. At Marvel, he was Chairman of Marvel Studios and also in the Office of the Chief Executive
for its parent company, Marvel Entertainment. He was also the Executive Producer of “Iron Man,” “The
Incredible Hulk,” “Iron Man 2,” “Thor,” and “Captain America: The First Avenger.”
Prior to Marvel, Mr. Maisel served in senior executive positions at Endeavor Talent Agency, The Walt Disney Company, Creative
Artists Agency, Chello Broadband, and The Boston Consulting Group. He is a graduate of Harvard Business School and Duke University.
He has served as a director since November 2014.

68







Mrs. Rishika Lulla Singh is a director and the CEO of Eros
Digital, which covers all of the digital initiatives for Eros including Eros Now. Mrs. Lulla Singh has been instrumental in spearheading
the growth and development of Eros Now within India and internationally. She holds a BA in South Asian Studies and Management
from the School Of Oriental and African Studies and has completed postgraduate studies at the UCLA School of Theatre, Film and
Television. She has done several placements at prestigious global financial firms including Citi, Grant Thornton and RBS. Mrs.
Lulla Singh is the daughter of Mr. Kishore Lulla and the niece of Mr. Sunil Lulla. She has served as director since November 2014.



Mr. Rajeev Misra is a director. Mr. Misra was recently appointed
head of Strategic Finance for SoftBank group. Prior to this appointment, Mr. Misra was a Senior Managing Director at Fortress
Investment Group where he was the head of European investments. Previously, he served as Group Managing Director for UBS in London
and was responsible for leverage finance, global credit, commercial real estate and emerging markets. Mr. Misra also spent 17
years in various senior leadership roles at Deutsche Bank and Merrill Lynch. Mr. Misra holds an MBA from the Sloan School of Management
at Massachusetts Institute of Technology and a Master’s degree in Computer Science and Bachelor’s degree
in Mechanical Engineering from the University of Pennsylvania. He has served as a director since December 2014.



Senior Management



Mr. Prem Parameswaranis our Group Chief Financial
Officer and President of Eros International’s U.S. operations and succeeds Mr. Andrew Heffernan as our Group Chief Financial
Officer. Mr. Parameswaran joins Eros with over 23 years of experience in investment banking, advising clients in the global telecommunications,
media and technology sector, including on mergers and acquisitions and public, private equity and debt financings. Mr. Parameswaran
most recently served as the Global Head of Media and Telecommunications Investment Banking at Jefferies LLC. Prior to Jefferies,
he was the Americas Head of Media & Telecom at Deutsche Bank and also previously worked at both Goldman Sachs and Salomon
Brothers. Mr. Parameswaran graduated from Columbia University and received an MBA from Columbia Business School. Mr. Parameswaran
joined us in June 2015.



Mr. Mark Carbeck is our Chief Corporate &
Strategy Officer, with management responsibility for Investor Relations, Group M&A and Corporate Finance.  Mr. Carbeck
was formerly a Director in Citigroup’s Investment Banking Division in London, having joined the firm in New York in 1997.
 Most recently Mr. Carbeck led the European Media investment banking coverage efforts at Citigroup and has deep media industry
knowledge and strong relationships with major United Kingdom and international media companies. Mr. Carbeck graduated from the
University of Chicago in 1994 with a Bachelor’s degree in History. Mr. Carbeck joined us in April 2014.



Mr. Pranab Kapadia is our President of United
Kingdom, Europe and Africa Operations. Mr. Kapadia received a Master’s degree in Management Studies from Bombay University
(India) majoring in Finance. Mr. Kapadia’s experience as Head of Operations & Programming for Zee Network in Europe
for eight years and Business Head of Adlabs Films (U.K.) Limited for one year has given him significant insight into developing
technical solutions with minimum costs in order to keep entry barriers low for price sensitive Asian customer and a strong understanding
of the entertainment needs of South Asians internationally. He joined us in 2007.



Mr. Surender Sadhwani is our President of Middle
East Operations. Mr. Sadhwani received a post graduate degree in commerce from University of Madras in 1980. He has 22 years of
experience in the banking industry through his work with Andhra Bank in Chennai. In addition, Mr. Sadhwani spent several years
in finance and account management for Hartmann Electronics in their Dubai office. He joined our Middle East operations in April
2004 and was promoted to President of Middle East Operations in April 2006. Mr. Sadhwani is a cousin of Mr. Kishore Lulla and
Mr. Sunil Lulla.



Mr. Ken Naz is our President of U.S. –
Film Distributions. Mr. Naz has over 30 years of experience in media and entertainment. In the early 1970s, Mr. Naz worked in
the Indian film distribution and exhibition business in Canada. He obtained his business education at a Toronto University before
joining Cineplex Odeon Cinemas in the business development department and later serving as head of operations of “A Theater
Near You.” Mr. Naz joined us in 1997 and was instrumental in setting up our U.S. office to service markets in the United
States, Canada and other parts of North and South America.



B. Compensation



Compensation of senior executive directors officers and directors
is determined by the Remuneration Committee of our Board of Directors. The Remuneration Committee reviews the performance of our
directors and each of our executive officers and sets the scale and structure of their compensation. Where required, the Remuneration
Committee engages the services of external companies for the purposes of benchmarking of executive remuneration or such other
remuneration related matter. As part of its role of overseeing the scale and structure of the compensation paid to our executive
officers, the Remuneration Committee approves their service agreements with our subsidiaries and any bonus paid by our subsidiaries
to such officers. The current members of the Remuneration Committee are two of our non-executive directors, Naresh Chandra and Dilip Thakkar.

69







In determining the scale and structure of the compensation for executive
directors and senior executives, the Remuneration Committee takes into account the need to offer a competitive compensation structure
to attract and maintain a skilled and experienced management team. The Remuneration Committee creates competitive compensation
programs by reviewing market data and setting compensation at levels comparable to those at our competitors. We believe that a
compensation program with a strong performance based element is a prerequisite to obtaining our performance and growth objectives.



The main components of the compensation for our executive officers
are a base salary, share awards, annual bonus and stock options.



The Remuneration Committee reviews these three compensation components
in light of individual performance of the executive officers, external market data and reports provided by outside experts or advisors.
For information about service contracts entered into by us, or our subsidiaries, and certain of our executives, see “Part
I — Item 6. Directors, Senior Management and Employees — C. Board Practices.”



The compensation of our non-executive directors is set by our board
of directors as a whole, after consulting with outside experts or advisors.



The following tables and footnotes show the remuneration of each
of our directors for fiscal 2015:





|                       |  | Year ended March 31, |      
|---------------------- |  | -------------------- | -----
|                       |  | 2015 Salary          |      
|                       |  | (in thousands)       |      
|Kishore Lulla          |  | $                    | 1,189
|Jyoti Deshpande        |  |                      | 698  
|Vijay Ahuja            |  |                      | 399  
|Sunil Lulla(2)         |  |                      | 576  
|Naresh Chandra         |  |                      | —    
|DilipThakkar           |  |                      | —    
|Michael Kirkwood(3)    |  |                      | —    
|Greg Coote(4)          |  |                      | —    
|David Maisel(5)        |  |                      | —    
|Rishika Lulla Singh(5) |  |                      | 108  
|Rajeev Misra(6)        |  |                      | —    
|Total                  |  | $                    | 2,970



|(1) | Health insurance, except for Sunil Lulla (see Note (2) below).                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Sunil Lulla’s fiscal 2015 compensation consisted of the following (Indian Rupees translated to U.S. dollars at a rate of INR 60.6 per $1.00):



|Particulars                           |  | Sunil Lulla INR |            |  | Sunil Lulla USD |  
|------------------------------------- |  | --------------- | ---------- |  | --------------- | -
|Basic salary                          |  |                 | 12,000,000 |  |                 | $
|Incentive compensation                |  |                 | 5,324,000  |  |                 |  
|Reimbursements car/entertainment etc. |  |                 | 2,439,600  |  |                 |  
|Medical reimbursement                 |  |                 | 15,000     |  |                 |  
|Special pay                           |  |                 | 15,129,000 |  |                 |  
|Company rent accommodation            |  |                 | 3,600,000  |  |                 |  
|Director’s fees                       |  |                 | —          |  |                 |  
|Total India                           |  |                 | 38,507,600 |  |                 | $
|Eros International Plc directors fee  |  |                 | —          |  |                 |  
|Total salary                          |  |                 | 38,507,600 |  |                 | $



|(3) | Michael Kirkwood ceased being a Director on December 1, 2014.                             
|--- | ------------------------------------------------------------------------------------------
|(4) | Greg Coote passed away while in office in June 2014.                                      
|(5) | David Maisel and Rishika Lulla Singh were appointed as
    Directors on November 12, 2014.
|(6) | Rajeev Misra was appointed as a Director on December
    1, 2014.                         



The total compensation paid to our executive officers in fiscal
2015 was $15.8 million (2014: $20.6 million).



70







The following table and footnotes show the cost recognized in
fiscal 2015 in respect to all outstanding plans and by grant of shares, which are all equity settled instruments, to our directors
is as follows:



|                    |  | September 18,  2013 |       |  | June 5, 2014 |   |       | Option   2014 |  |   | IPO India  Plan |  |  | JSOP |     |  | Total | 
|------------------- |  | ------------------- | ----- |  | ------------ | - | ----- | ------------- |  | - | --------------- |  |  | ---- | --- |  | ----- | 
|                    |  | (in thousands)      |      
|Kishore Lulla       |  | $                   | —     |  |              | $ | 1,676 |               |  | $ | —               |  |  | $    | —   |  |       | 
|Jyoti Deshpande     |  |                     | 8,758 |  |              |   | 1,117 |               |  |   | —               |  |  |      | 162 |  |       | 
|Sunil Lulla         |  |                     | —     |  |              |   | 1,241 |               |  |   | —               |  |  |      | —   |  |       | 
|Dilip Thakkar       |  |                     | —     |  |              |   | 186   |               |  |   | —               |  |  |      | —   |  |       | 
|Naresh Chandra      |  |                     | —     |  |              |   | 186   |               |  |   | —               |  |  |      | —   |  |       | 
|Michael Kirkwood    |  |                     | —     |  |              |   | 186   |               |  |   | —               |  |  |      | —   |  |       | 
|David Maisel        |  |                     | —     |  |              |   | —     |               |  |   | 554             |  |  |      | —   |  |       | 
|Rishika Lulla Singh |  |                     | —     |  |              |   | 591   |               |  |   | —               |  |  |      | —   |  |       | 
|Rajeev Misra        |  |                     | —     |  |              |   | —     |               |  |   | —               |  |  |      | —   |  |       | 
|Total               |  | $                   | 8,758 |  |              | $ | 5,183 |               |  | $ | 554             |  |  | $    | 162 |  |       | 



The awards made in fiscal 2015 comprised of share and option awards.
On June 5, 2014, the Board of Directors approved a grant of 375,000 ‘A’ Ordinary share awards with a fair market
value of $14.95 per option, to certain executive directors. These awards vest subject to certain share price conditions being
met on or before May 31, 2015 and the directors remaining in service until May 31, 2015. After meeting the share
price condition, the shares were issued on December 1, 2014, subject to the condition that the directors remained in service until May 31, 2015. None of the awards were forfeited during the period.



|                    | Number ofshares
|------------------- | ---------------
|Kishore Lulla       | 135,000        
|Sunil Lulla         | 100,000        
|Jyoti Deshpande     | 90,000         
|Rishika Lulla Singh | 50,000         



On September 9, 2014, 36,000 ‘A’ ordinary shares
were issued at $15.97 per share.



|                 | Number
    ofshares
|---------------- | -------------------
|Dilip Thakkar    | 12,000             
|Naresh Chandra   | 12,000             
|Michael Kirkwood | 12,000             



The details of the remaining awards in the year to directors
are shown in the following table:



|Name                    |  | Plan                      |  | Date ofGrant |           |  | Number ofsharesGranted forFiscal 2015 |  |         | Grant DateFair Value($) |  |   | ExpirationDate | 
|----------------------- |  | ------------------------- |  | ------------ | --------- |  | ------------------------------------- |  | ------- | ----------------------- |  | - | -------------- | 
|David
    Maisel        |  | Other share option awards |  |              | 29-Apr-14 |  |                                       |  | 324,537 |                         |  | $ | 6.37           | 
|Rishika
    Singh Lulla |  | JSOP Plan                 |  |              | 22-Aug-14 |  |                                       |  | 242,035 |                         |  | $ | 4.13           | 



Eros India Incentive Compensation



Pursuant to a resolution of its board of directors dated November
11, 2011 and a resolution of its shareholders dated December 29, 2011, Eros India approved payment of an incentive bonus to Kishore
Lulla and Sunil Lulla for services to Eros India of up to 1% of the net profits of Eros India in accordance with applicable India
law. Any such incentive bonus shall be payable only as determined by the Board of Directors of Eros India from time to time. Kishore
Lulla was eligible for this incentive bonus for a period of three years, until October 31, 2014. Sunil Lulla is eligible
for this incentive bonus for the remainder of his tenure in office. The Remuneration Committee will take into account any of these
incentive bonuses paid to Kishore Lulla or Sunil Lulla when making compensation determinations for each of them.



71







Share-Based Compensation Plans



The compensation cost recognized with respect to all outstanding
plans and by grant of shares, which are all equity settled instruments, is as follows:





|                                      |  | Year ended March 31 |       
|------------------------------------- |  | ------------------- | ------
|                                      |  | 2015                |       
|                                      |  | (in thousands)      |       
|IPO India Plan                        |  | $                   | 869   
|JSOP Plan                             |  |                     | 1,603 
|Option award scheme 2012              |  |                     | 1,824 
|2014 Share Plan                       |  |                     | 264   
|2015 Share Plan                       |  |                     | 60    
|Other share option awards             |  |                     | 554   
|Management scheme (staff share grant) |  |                     | 16,741
|                                      |  | $                   | 21,915



Joint Stock Ownership Plan



In April 2012, the Company established a controlled trust called
the Eros International Plc Employee Benefit Trust (“JSOP Trust”). The JSOP Trust purchased 2,000,164 shares of the
Company out of funds borrowed from the Company and repayable on demand. The Company’s Board, Nomination and Remuneration
Committee recommends to the JSOP Trust certain employees, officers and key management personnel, to whom the JSOP Trust will be
required to grant shares from its holdings at nominal price. Such shares are then held by the JSOP Trust and the scheme is
referred to as the “JSOP Plan.” The shares held by the JSOP Trust are reported as a reduction in stockholders’
equity and termed as ‘JSOP reserves.’



The movement in the shares held by the JSOP Trust is given below:



|                                           |  | Year ended March 31 |          
|------------------------------------------ |  | ------------------- | ---------
|                                           |  | 2015                |          
|                                           |  | (in thousands)      |          
|Shares held at the beginning of the period |  |                     | 2,000,164
|Shares granted to employees                |  |                     | (80,704  
|Shares held at the end of the period       |  |                     | 1,919,460



Employee Stock Option Plans



A summary of the general terms of grants under stock option plans and stock awards are as follows:



|                          |  | Range of 
exercise prices
|------------------------- |  | -------------------------
|IPO India Plan            |  | INR 10 – 161             
|IPO Plan – June 2006      |  | GBP 5.28                 
|JSOP Plan                 |  | $ 11.00 - 15.34          
|Option award scheme 2012  |  | $ 11.00                  
|2014 Share Plan           |  | $ 14.97 - 18.50          
|2015 Share Plan           |  | $ 14.97 - 19.17          
|Other share option awards |  | $ 18.88                  



Employees covered under the stock option plans are granted
an option to purchase shares of the Company at the respective exercise prices, subject to requirement of vesting conditions (generally
service conditions). These options generally vest in tranches over a period of three to five years from the date of grant. Upon
vesting, the employees can acquire one share for every option. The maximum contractual term for these stock option plans ranges
between seven to ten years.



72





The activity in these stock option plans is summarized below:



|                                         |  |                           |  | Year
    ended March 31 |          
|---------------------------------------- |  | ------------------------- |  | ----------------------- | ---------
|                                         |  |                           |  | 2015                    |          
|                                         |  | Name of Plan              |  | Number
    of  shares   |          
|Outstanding at the beginning of the year |  | IPO India Plan            |  |                         | 1,397,682
|Granted                                  |  |                           |  |                         | 691,961  
|Exercised                                |  |                           |  |                         | (534,084 
|Forfeited and lapsed                     |  |                           |  |                         | (118,159 
|Outstanding at the end of the year       |  |                           |  |                         | 1,437,400
|Exercisable at the end of the year       |  |                           |  |                         | 413,337  
|                                         |  |                           |  |                         |          
|Outstanding at the beginning of the year |  | IPO Plan June 2006        |  |                         | 62,438   
|Granted                                  |  |                           |  |                         | —        
|Exercised                                |  |                           |  |                         | —        
|Forfeited and lapsed                     |  |                           |  |                         | —        
|Outstanding at the end of the year       |  |                           |  |                         | 62,438   
|Exercisable at the end of the year       |  |                           |  |                         | 62,438   
|                                         |  |                           |  |                         |          
|Outstanding at the beginning of the year |  | JSOP Plan                 |  |                         | 2,000,164
|Granted                                  |  |                           |  |                         | 242,035  
|Exercised                                |  |                           |  |                         | (80,704  
|Forfeited and lapsed                     |  |                           |  |                         | (437,838 
|Outstanding at the end of the year       |  |                           |  |                         | 1,723,657
|Exercisable at the end of the year       |  |                           |  |                         | 196,642  
|                                         |  |                           |  |                         |          
|Outstanding at the beginning of the year |  | Option award scheme 2012  |  |                         | —        
|Granted                                  |  |                           |  |                         | 807,648  
|Exercised                                |  |                           |  |                         | 133,603  
|Forfeited and lapsed                     |  |                           |  |                         | —        
|Outstanding at the end of the year       |  |                           |  |                         | 674,045  
|Exercisable at the end of the year       |  |                           |  |                         | —        
|                                         |  |                           |  |                         |          
|Outstanding at the beginning of the year |  | 2014 Share Plan           |  |                         | —        
|Granted                                  |  |                           |  |                         | 230,000  
|Exercised                                |  |                           |  |                         | —        
|Forfeited and lapsed                     |  |                           |  |                         | —        
|Outstanding at the end of the year       |  |                           |  |                         | 230,000  
|Exercisable at the end of the year       |  |                           |  |                         | —        
|                                         |  |                           |  |                         |          
|Outstanding at the beginning of the year |  | 2015 Share Plan           |  |                         | —        
|Granted                                  |  |                           |  |                         | 200,000  
|Exercised                                |  |                           |  |                         | —        
|Forfeited and lapsed                     |  |                           |  |                         | —        
|Outstanding at the end of the year       |  |                           |  |                         | 200,000  
|Exercisable at the end of the year       |  |                           |  |                         | —        
|                                         |  |                           |  |                         |          
|Outstanding at the beginning of the year |  | Other share option awards |  |                         | —        
|Granted                                  |  |                           |  |                         | 500,000  
|Exercised                                |  |                           |  |                         | —        
|Forfeited and lapsed                     |  |                           |  |                         | —        
|Outstanding at the end of the year       |  |                           |  |                         | 500,000  
|Exercisable at the end of the year       |  |                           |  |                         | —        



73





|                          |  | Year ended March 31                        |     
|------------------------- |  | ------------------------------------------ | ----
|                          |  | 2015                                       |     
|Name of Plan              |  | Weighted  average  remaining life  (Years) |     
|IPO India Plan            |  |                                            | 2.90
|IPO Plan June 2006        |  |                                            | 1.00
|JSOP Plan                 |  |                                            | 7.30
|Option award scheme 2012  |  |                                            | 5.50
|2014 Share Plan           |  |                                            | 6.47
|2015 Share Plan           |  |                                            | 6.49
|Other share option awards |  |                                            | 5.00



The following table summarizes information about inputs
to the fair valuation model for options granted during the year:



|                                                               | IPO India Plan |  | JSOP(4)       |  | 2012 Optionaward scheme |  | 2014Share plan |  | 2015
    
Share plan |  | Other share 
option awards
|-------------------------------------------------------------- | -------------- |  | ------------- |  | ----------------------- |  | -------------- |  | -------------------- |  | --------------------------
|Expected volatility(1)(2)                                      | 25% - 75%      |  | 37%           |  | 37%                     |  | 37% - 40%      |  | 40%                  |  | 37%                       
|Option life (Years)                                            | 5.00 - 7.00    |  | 4.00          |  | 2.75                    |  | 2.50 - 5.50    |  | 4.00 - 10.00         |  | 5.00                      
|Dividend yield                                                 | 0%             |  | 0%            |  | 0%                      |  | 0%             |  | 0%                   |  | 0%                        
|Risk free rate                                                 | 7.74% - 8.50%  |  | 0.18% - 3.33% |  | 0.28% - 1.04%           |  | 0.27% - 1.70%  |  | 0.44% - 1.65%        |  | 1.00% - 1.46%             
|Average fair value of the granted options at the grant date(3) | INR 284 - 380  |  | $4.53         |  | $4.98 - 5.43            |  | $2.94 - 6.59   |  | $3.61 - 6.21         |  | $6.37                     



|(1) | The expected volatility in respect of the IPO India Plan is based on the Company’s historic volatility.                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The expected volatility of all other options is based on the historic share price
    volatility over time periods comparable to the time from the grant date to the maturity dates of the options. 
|(3) | The fair value of options under the JSOP Plan was measured using a Monte-Carlo simulation
    models. Fair value of options granted under all other schemes is measured using a Black Scholes model.
|(4) | Options under the JSOP Plan are subject to service and performance conditions as set out in
    the JSOP deed                                                                                       



Management Scheme (staff share grant)



On September 10, 2014, 36,000 ‘A’ ordinary shares
were issued to certain independent directors at $15.97 per share based on the closing market price on such date, which vested
on June 5, 2014.



On October 21, 2014, 116,730 ‘A’ ordinary shares
were issued to certain employees at $17.07 per share based on the closing market price on such date. These shares are restricted
and vest over a period of three years on a pro-rata basis.



Effective November 30, 2014, the Company entered into an employment
exit agreement with an employee pursuant to which the Board approved a grant of 18,600 ‘A’ ordinary share awards.
The shares were issued subsequently on January 16, 2015 at $21.53 per share, the closing price at the effective date of the settlement
agreement.



On June 5, 2014, 525,000 ‘A’ ordinary share awards
were granted to certain executive directors and members of senior management at $14.95 per share based on the closing market price
on such date. These share awards vest subject to certain share price conditions being met on or before May 31, 2015 and the employee
remaining in service until May 31, 2015. On December 1, 2014, 487,500 of the 525,000 restricted shares were issued. As at March
31, 2015, none of the remaining awards were forfeited.



On September 18, 2013, 5,029,935 ‘A’ ordinary shares
were issued to our CEO and Managing Director at $4.02 per share based on the closing market price on such date. These shares are
restricted and vest over a period of three years on a pro-rata basis.



C. Board Practices



All directors hold office until the expiration
of their term of office, their resignation or removal from office for gross negligence or criminal conduct by a resolution
of our shareholders or until they cease to be directors by virtue of any provision of law or they are disqualified by law from
being directors or they become bankrupt or make any arrangement or composition with their creditors generally or they become of
unsound mind. The term of office of the directors is divided into three classes:

| | · | Class I,
                                         whose term will expire at the annual general meeting to be held in fiscal 2018;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| | · | Class II,
                                         whose term will expire at the annual general meeting to be held in fiscal 2016;
                                         and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Class III,
                                         whose term will expire at the annual general meeting to be held in fiscal 2017.
| | - | -----------------------------------------------------------------------------------------------------------------------------------



Our directors for fiscal 2015 are classified as follows:

| | · | Class I: Kishore Lulla, Naresh Chandra and David Maisel;
| | - | --------------------------------------------------------

| | · | Class II: Jyoti Deshpande, Vijay Ahuja and Rajeev Misra; and
| | - | ------------------------------------------------------------

| | · | Class III: Sunil Lulla, Dilip Thakkar and Rishika Lulla Singh.
| | - | --------------------------------------------------------------



74





Governance Standards



We are subject to NYSE listing standards. However, as a
foreign private issuer, we will be exempt from complying with certain corporate governance requirements of the NYSE applicable
to a U.S. issuer. Under NYSE rules applicable to us, we only need to:

| | · | establish an independent audit committee that has responsibilities set out in the NYSE rules;
| | - | ---------------------------------------------------------------------------------------------

| | · | provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules of
the NYSE;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | · | provide periodic (annual and interim) written affirmations to the NYSE with respect to our corporate governance practices;
and
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | · | include in our annual reports a brief description of significant differences between our corporate governance practices and
those followed by U.S. companies.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



We are currently in compliance with the current applicable NYSE
corporate governance requirements for foreign private issuers.



Indemnification Agreements



We have entered into indemnification agreements with our directors
and our officers that require us to indemnify, to the extent permitted by law, our officers and directors against liabilities that
may arise by reason of their status or service as officers and directors and to pay expenses incurred by them as a result of any
proceeding against them as to which they could be indemnified. We believe that these provisions are necessary to attract and retain
qualified persons as directors and executive officers.



Service Contracts and Letters of Appointment



Each of Kishore Lulla, Andrew Heffernan and Mark Carbeck has entered
into a service agreement with Eros Network Limited to provide services to us and our subsidiaries. The service agreements are terminable
by either party with 12 months’ written notice. Eros Network Limited may terminate the agreements immediately in certain
circumstances, including upon certain types of misconduct or upon paying the executive an amount equivalent to his basic salary
(inclusive of any bonus and benefits) for a twelve month period. The service agreements expire automatically upon the executive’s
65th birthday. The service agreements provide for private medical insurance and 25 paid vacation days per year. Upon termination,
compensation will be paid for any accrued but untaken holiday. The executives receive a basic gross annual salary, reviewed annually,
and are entitled to participate in any current share option schemes and bonus schemes applicable to their positions maintained
by the employing company. Each agreement contains a confidentiality provision and non-competition and non-solicitation provisions
that restrict the executive for a period of six to twelve months after termination.



Kishore Lulla also executed a letter of appointment for service
as one of our directors. Under the terms of the letter of appointment, Mr. Lulla received an annual fee of $93,750. In connection
with our initial public offering, this letter of appointment was terminated, and for so long as Mr. Lulla is our executive officer,
he will not receive compensation as a director.



Sunil Lulla, our director, has entered into an employment agreement
with Eros India pursuant to which he serves as Executive Vice Chairman of Eros India. Sunil Lulla is entitled to receive a basic
gross annual salary, as well as medical insurance and certain other benefits and perquisites. Eros India may terminate the agreement
upon thirty days’ notice if certain events occur, including a material breach of the agreement by Mr. Lulla. The agreement
contains a confidentiality provision that restricts Mr. Lulla during the term of his employment and for a period of two years following
termination and a non-competition provision that restricts him during the term of his employment.



Jyoti Deshpande, our director, has entered into an employment contract
with us pursuant to which she serves as Chief Executive Officer and Managing Director and is entitled to receive a gross base annual
salary, private medical insurance and other standard benefits and is eligible to participate in any share option scheme and/or
bonus scheme maintained from time to time and applicable to her position.In addition, Ms. Deshpande was issued 1,676,645 ordinary
shares on September 18, 2013, of which an equal percentage of shares are restricted for one, two and three years from the date
of issuance. In addition, on November 18, 2013, Ms. Deshpande received 181,818 A ordinary shares as part of a contractual arrangement
valued at $2.0 million based on the $11.00 initial public offering. The employment agreement is for an initial period of three
years commencing September 1, 2013 and will continue thereafter until terminated by either party upon not less than 12 months’
prior written notice. We may, however, terminate the agreement immediately in certain circumstances, including upon certain types
of misconduct or upon paying Ms. Deshpande an amount equal to her base salary for a 12 month period or remaining term of her employment,
whichever is greater.



There are certain conditions under which if the agreement is terminated
before September 1, 2016, Ms. Deshpande may be required to surrender all or part of the shares issued to her under this agreement.
The agreement expires automatically upon Ms. Deshpande’s 65th birthday. The agreement contains a confidentiality provision
and non-competition and non-solicitation provisions that restrict Ms. Deshpande for a period of six to twelve months following
termination. Ms. Deshpande, who is also a director on the board of Eros India, has a contract with Eros India that entitles her
to a gross basic salary and Ms. Deshpande has options to purchase up to 571,160 shares of Eros India at $1.14 per share with a
3-year vesting period commencing July 16, 2013.



Ms. Deshpande also owns 142,790 shares of Eros India that came from
previously vested options that she exercised. Ms. Deshpande also receives a salary in the United Kingdom for her duties under a
separate contract.



75





Vijay Ahuja, our director and vice chairman, entered into a service
agreement with Eros International Pte Ltd to provide services to us and our subsidiaries. The service agreement is terminable by
either party with twelve months’ written notice. Eros International Pte Ltd may terminate the agreement immediately in certain
circumstances, including upon certain types of misconduct or upon paying the executive an amount equivalent to his basic salary
for a twelve month period. The agreement shall automatically terminate on his 65th birthday. Mr. Ahuja receives a basic gross annual
salary and is entitled to participate in any current bonus scheme and/or option scheme applicable to his position. The agreement
contains a confidentiality provision and non-competition and non-solicitation provisions that restrict Mr. Ahuja for a period of
six months following termination.



Mrs. Rishika Lulla Singh, our director, has entered into a
service agreement on July 3, 2015 with Eros Digital FZ LLC, pursuant to which she serves as the Chief Executive Officer and
an executive director of Eros Digital FZ LLC which provides her with an annual salary of $148,456. The employment agreement
is for a term of three years and is terminable by either party by giving 12 months written notice. Mrs. Lulla Singh is
also entitled to a 3% stake in Eros Digital FZ LLC at $272.29 per share as part of her employment agreement, these shares
are restricted, but will cease to be so in three equal tranches from July 2016. Mrs Lulla Singh also receives a salary in
the United Kingdom for her duties under a separate contract.



Our non-executive directors, Naresh Chandra, who also serves as
Chairman of Eros India, and Dilip Thakkar, have entered into letters of appointment with us that provide them with annual fees
of $78,125 for service as a director of Eros International Plc. The appointments are for an initial period of one year, from July
2007 and April 2006 respectively, and thereafter are terminable by either the non-executive director or us with three months’
written notice, or by us immediately in the case of fraud.



It was resolved
at a board meeting held on June 5, 2014 that Dilip Thakkar and Naresh Chandra both be entitled to annual fees of $89,075
with retrospective effect from fiscal 2014.



Mr. David
Maisel, our director, has entered into a service agreement with us, pursuant to which he serves as a non-executive director, which
provides him with an annual fee of $89,075. The service agreement is terminable by either party with 30 days written notice. The
service agreement is for a term of five years and three months from November 2014. Mr. Maisel was granted options to purchase
up to 500,000 A ordinary shares at $18.88 as part of his service agreement, such options vest in five equal tranches commencing
in November 2015. There are certain conditions under which, if the agreement is terminated before the relevant vesting date, the
unvested options lapse.



Mr. Rajeev Misra, our director, has entered into a
service agreement with us on June 17, 2015, pursuant to which he serves as a non-executive director. The service agreement is
terminable by either party with 30 days written notice. The service agreement is for a term of five years and three months
from December 1, 2014. Mr. Misra was granted options to purchase up to 500,000 A ordinary shares at $18.00 as part of his
service agreement, such options vest in five equal tranches commencing June 2015. There are certain conditions under which,
if the agreement is terminated before the relevant vesting date, the unvested options lapse.



Mr.
Prem Parameswaran, our Group Chief Financial Officer and President North America, has entered into a employment agreement
with us on May 26, 2015 which provides him with an annual salary of $450,000. The employment agreement is for a term of three
years and is terminable by either party by giving 12 months written notice. Mr. Parameswaran is also entitled to 300,000 A
ordinary shares at $0.45 per share as part of his employment agreement, these shares are restricted, but will cease to be so
in three equal tranches from May 2016. Mr Parameswaran was also granted options to purchase up to 300,000 A ordinary shares
at $18.30 as part of his employment agreement, such options vest in three equal annual tranches commencing in
June 2016.



Mr. Pranab Kapadia, our President of Europe and Africa Operations,
entered into a service agreement with Eros International Limited to provide services to us and certain of our subsidiaries. The
service agreement is terminable by either party with three months’ written notice. Eros International Ltd may terminate
the agreement immediately in certain circumstances, including upon certain types of misconduct or upon paying the executive an
amount equivalent to his basic salary for a three month period. Mr. Kapadia receives a basic gross annual salary and is entitled
to participate in any current bonus scheme applicable to his position. The agreement contains a confidentiality provision and
non-competition and non-solicitation provisions that restrict him for a period of twelve months following termination.



Board Committees



We currently have an Audit Committee, Remuneration Committee and
Nomination Committee, whose responsibilities are summarized below. We believe that the composition of these committees meet the
criteria for independence under, and the functioning of these committees comply with the requirements of, the SOX Act,
the rules of the NYSE and the SEC rules and regulations applicable to us.



Audit Committee



Our board of directors has adopted a written charter under
which our Audit Committee operates. This charter sets forth the duties and responsibilities of our Audit Committee, which,
among other things, include: (i) monitoring our and our subsidiaries’ accounting and financial reporting processes,
including the audits of our financial statements and the integrity of the financial statements; (ii) monitoring our
compliance with legal and regulatory requirements; (iii) assessing our external auditor’s qualifications and
independence; and (iv) monitoring the performance of our internal audit function and our external auditor. A copy of our
Audit Committee charter is available on our web site at www.erosplc.com. Information contained in our website is not a
part of, and is not incorporated by reference into, this annual report.



The current members of our Audit Committee are Messrs. Thakkar (Chair)
and Chandra . The Audit Committee met six times during fiscal 2015. Our board of directors has determined that each of the members
of our Audit Committee is independent.



Remuneration Committee



Our board of directors has adopted a written charter under which
our Remuneration Committee operates. This charter sets forth the duties and responsibilities of our Remuneration Committee, which,
among other things, include assisting our Board of Directors in establishing remuneration policies and practices. A copy of our
Remuneration Committee charter is available on our website at www.erosplc.com. Information contained in our website
is not a part of, and is not incorporated by reference into, this annual report.



The current members of our Remuneration Committee are Messrs. Chandra
(Chair) and Thakkar. The Remuneration Committee met four times during fiscal 2015. Our board of directors has determined that
each of the members of our Remuneration Committee is independent.



76





Nomination Committee



Our board of directors has adopted a written charter under which
our Nomination Committee operates. This charter sets forth the duties and responsibilities of our Nomination Committee, which,
among other things, include recommending to our Board of Directors candidates for election at the annual meeting of shareholders
and performing a leadership role in shaping the Company’s corporate governance policies. A copy of our Nomination Committee
charter is available on our website at www.erosplc.com. Information contained in our website is not a
part of, and is not incorporated by reference into, this annual report.



The current members of our Nomination Committee are Messrs. Chandra
(Chair) and Thakkar. The Nomination Committee is an ad hoc committee and met three times during fiscal 2015. Our board
of directors has determined that each of the members of our Nomination Committee is independent.



D. Employees



As of March 31, 2015, we had 304 employees, with 236 employed
by Eros India and based in India, 21 by Ayngaran and its subsidiaries and based in India and the United Kingdom, and the remainder
employed by our international subsidiaries. All are full time employees. Our employees are not unionized. We believe that our
employee relations are good.



E. Share Ownership



The following table sets forth information
with respect to the beneficial ownership of our ordinary shares as at June 30, 2015 by each of our directors and all our
directors and executive officers as a group. As used in this table, beneficial ownership means the sole or shared power to vote
or direct the voting or to dispose of or direct the sale of any security. A person is deemed to be the beneficial owner of securities
that can be acquired within 60 days upon the exercise of any option, warrant or right. Ordinary shares subject to options, warrants
or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage
of the person holding the options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of
any other person. The amounts and percentages as at June 30, 2015 are based on an aggregate of 57,537,708 ordinary
shares outstanding as at that date.





|                                                             |  | Number of A Ordinary SharesBeneficially Owned |  | Number of B Ordinary SharesBeneficially Owned
|------------------------------------------------------------ |  | --------------------------------------------- |  | ---------------------------------------------
|Directors                                                    |  | Number ofShares ofA                           |  | Percentof Class                              
|Executive Officers                                           |  |                                               |  |                                              
|Kishore Lulla(1)                                             |  | 1,305,505                                     |  | 4.1%                                         
|Jyoti Deshpande(2)                                           |  | 2,029,611                                     |  | 6.4%                                         
|Vijay Ahuja(3)                                               |  | —                                             |  | —                                            
|Sunil Lulla                                                  |  | *                                             |  | *                                            
|Dilip Thakkar                                                |  | *                                             |  | *                                            
|Naresh Chandra                                               |  | *                                             |  | *                                            
|Michael Kirkwood(4)                                          |  | *                                             |  | *                                            
|Greg Coote(5)                                                |  | —                                             |  | —                                            
|David Maisel(6)                                              |  | —                                             |  | —                                            
|Rishika Lulla Singh(6)                                       |  | *                                             |  | *                                            
|Rajeev Misra(7)                                              |  | 1,068,449                                     |  | 3.3%                                         
|Executive Officers                                           |  |                                               |  |                                              
|Kishore Lulla(1)                                             |  | 1,305,505                                     |  | 4.1%                                         
|Jyoti Deshpande(2)                                           |  | 2,029,611                                     |  | 6.4%                                         
|Vijay Ahuja(3)                                               |  | —                                             |  | —                                            
|Sunil Lulla                                                  |  | *                                             |  | *                                            
|Rishika Lulla Singh                                          |  | *                                             |  | *                                            
|Prem Paramsewaran(8)                                         |  | —                                             |  | —                                            
|Mark Carbeck                                                 |  | —                                             |  | —                                            
|Pranab Kapadia                                               |  | —                                             |  | —                                            
|Surender Sadhwani                                            |  | *                                             |  | *                                            
|Ken Naz                                                      |  | —                                             |  | —                                            
|All directors and executive officers as a group (14 persons) |  | 4,942,670                                     |  | 15.5%                                        



|*   | Represents less than 1%.                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Kishore Lulla’s interest in certain of his shares is by virtue of his holding ownership interest in and being a potential beneficiary of discretionary trusts that hold our shares and serving as trustee of the Eros Foundation, a U.K. registered charity that holds our shares.
|(2) | Jyoti Deshpande’s interest in certain of her shares is by virtue of her prior existing shareholding vested options received as compensation and the 1,676,645 of our shares which she was issued on September 18, 2013 under her employment agreement.                            
|(3) | Vijay Ahuja’s interest in shares is by virtue of his being a potential beneficiary of discretionary trusts that hold our shares.                                                                                                                                                  

77







|(4) | Michael Kirkwood ceased being a Director on December 1, 2014.                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Greg Coote passed away whilst in office in June 2014.                                                                                                                                                                      
|(6) | David Maisel and Rishika Lulla Singh were appointed as Directors on November 12, 2014.                                                                                                                                     
|(7) | Rajeev Misra was appointed as a Director on December 1, 2014.                                                                                                                                                              
|(8) | Andrew Heffernan is Group Chief Financial Officer of the Company at the time of filing of this document, however he has served notice to resign from this position in June 2015 and will be succeeded by Prem Parameswaran.



Kishore Lulla and Vijay Ahuja, by virtue of their holdings
of B ordinary shares have different voting rights to the other Directors. Each A ordinary share is entitled to one vote on all
matters upon which the ordinary shares are entitled to vote, and each B ordinary share is entitled to ten votes. In order to vote
at any meeting of shareholders, a holder of B ordinary shares will first be required to certify that it is a permitted holder
as defined in our articles.



Options to purchase ‘A’ ordinary from the Company
are granted from time to time to directors, officers and employees of the Company on terms and conditions acceptable to the Board
of Directors.



The following table provides the JSOP Plan details with respect
to the directors and officers





|Name                |  | Number of ‘A’ordinary Sharesunder JSOP |  | Date ofGrant          |  | ExercisePrice($USD) |  | ExpirationDate        
|------------------- |  | -------------------------------------- |  | --------------------- |  | ------------------- |  | ----------------------
|Rishika Lulla Singh |  | 141,864242,034                         |  | April 2012August 2014 |  | $11.00$15.34        |  | April 2018August  2024
|Pranab Kapadia      |  | 132,013                                |  | April 2012            |  | $11.00              |  | April 2018            
|Andrew Heffernan(1) |  | 682,638                                |  | April 2012            |  | $11.00              |  | April  2018           



The following table provides option details with respect to the
directors and officers.



|Name                |  | Number of ‘A’ordinary Sharesunder JSOP |  | Date ofGrant   |  | ExercisePrice($USD) |  | ExpirationDate
|------------------- |  | -------------------------------------- |  | -------------- |  | ------------------- |  | --------------
|Surender Sadhwani   |  | 674,045                                |  | September 2014 |  | $11.00              |  | June 2017     
|David Maisel        |  | 500,000                                |  | February 2015  |  | $18.88              |  | February 2020 
|Andrew Heffernan(1) |  | 20,813                                 |  | June 2006      |  | GBP 5.28            |  | July 2015     
|Ken Naz             |  | 20,813                                 |  | June 2006      |  | GBP 5.28            |  | July 2015     
|Mark Carbeck        |  | 70,000                                 |  | February 2015  |  | $14.97              |  | March 2025    
|Jyoti Deshpande(2)  |  | 20,813                                 |  | June 2006      |  | GBP 5.28            |  | July 2015     



|(1) |  | Andrew Heffernan served notice to resign as an officer of the Company
                                         in  June 2015.                                                                                                                                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | In addition Jyoti Deshpande also has 571,160
                                         share options in Eros International Media Limited by virtue of the IPO India Plan. The
                                         option was granted in July 2012 and expires in December 2019 and the
                                         exercise price is INR 75.





78





ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A. Major Shareholders



The following table and accompanying footnotes provide information
regarding the beneficial ownership of our ordinary shares as of June 30, 2015 with respect to each person or group who
beneficially owned 5% or more of our issued ordinary shares.



Beneficial ownership, which is determined in accordance with the
rules and regulations of the SEC, means the sole or shared power to vote or direct the voting or dispose or direct the disposition
of our ordinary shares. The number of our ordinary shares beneficially owned by a person includes ordinary shares issuable with
respect to options or similar convertible securities held by that person that are exercisable or convertible within 60 days of
June 30, 2015.



The number of shares and percentage beneficial ownership of A ordinary
shares below is based on 57,537,708 issued ordinary shares as of June 30, 2015.



Except as otherwise indicated in the footnotes to the table, shares
are owned directly or indirectly with sole voting and investment power, subject to applicable marital property laws.



|                                     |  | Number of A Ordinary SharesBeneficially Owned |           |  | Number of B Ordinary SharesBeneficially Owned | 
|------------------------------------ |  | --------------------------------------------- | --------- |  | --------------------------------------------- | 
|Major shareholders                   |  | Number ofA Shares                             |           |  | Percentof Class                               | 
|Kishore Lulla(1)                     |  |                                               | 1,305,505 |  |                                               | 
|Vijay Ahuja(2)                       |  |                                               | —         |  |                                               | 
|Beech Investments(3)                 |  |                                               | —         |  |                                               | 
|Capital Research Global Investors    |  |                                               | 3,174,740 |  |                                               | 
|Fullerton Investments                |  |                                               | 3,000,000 |  |                                               | 
|Jyoti Deshpande                      |  |                                               | 2,029,611 |  |                                               | 
|TIAA-CREF Investment Management, LLC |  |                                               | 2,003,477 |  |                                               | 
|Paradice Investment Management LLC   |  |                                               | 1,889,350 |  |                                               | 



|(1) | Kishore Lulla’s interest in certain of his shares is by virtue of his holding ownership interest in and being a potential beneficiary of discretionary trusts that hold our shares and serving as trustee of the Eros Foundation, a U.K. registered charity that holds our shares.                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Vijay Ahuja’s interests in shares are by virtue
    of being potential beneficiaries of discretionary trusts that hold our shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Beech Investments Limited, c/o SG Hambros Trust Company (Channel
    Islands) Limited, 18 Esplanade, St Helier, Jersey, JE4 8RT. Beech Investments, a company incorporated in the Isle of Man,
    is owned by discretionary trusts that include Eros founder Arjan Lulla and Eros directors Kishore Lulla and Vijay Ahuja
    as beneficiaries. The shares currently held by Beech Investments Limited are being held as B ordinary shares, but will
    convert into A ordinary shares (pursuant to Section 22.1 of the Articles of Association) upon being transferred to a person
    who is not a Permitted Holder (as defined in Section 22.1 of the Articles of Association).

The following summarizes the significant
changes in the percentage ownership held by our major shareholders during the past three years:

| | · | Prior to our listing on the NYSE on November 18, 2013 the interests of all our major shareholders were in ordinary GBP 0.10
shares.
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| | · | Jyoti Deshpande’s interest in certain of her shares is by virtue of her prior existing shareholding vested options received
as compensation and the 1,676,645 shares she was issued on September 18, 2013 under her employment agreement. Mrs Deshpande also
sold 300,000 shares in July 2014 as part of our follow on equity offering.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Capital Research
                                         Global Investors reported its percentage ownership of our ordinary shares to be 10.5%
                                         (based on the then number of our ordinary shares reported as outstanding at that time)
                                         in a Schedule 13G/A filed with the Commission on February 13, 2015.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

79







| | · | Paradice Investment
                                         Management LLC reported its percentage ownership of our ordinary shares to be 6.10% (based
                                         on the then number of our ordinary shares reported as outstanding at that time) in a
                                         Schedule 13G filed with the Commission on February 9, 2015.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | TIAA-CREF Investment Management, LLC reported its percentage ownership of our ordinary shares to be 5.07% (based on the then
number of our ordinary shares reported as outstanding at that time) in a Schedule 13G filed with the Commission on February 12,
2015.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Fullerton Fund
                                         Management Company Ltd reported its percentage ownership of our ordinary shares to be
                                         9.94% (based on the then number of our ordinary shares reported as outstanding at that
                                         time) in a Schedule 13G/A filed with the Commission on February 17, 2015.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Kishore Lulla and Beech Investments Limited, by virtue of
their holdings of B class shares have different voting rights to the other major shareholders. Each A ordinary share is entitled
to one vote on all matters upon which the ordinary shares are entitled to vote, and each B ordinary share is entitled to ten votes.
In order to vote at any meeting of shareholders, a holder of B ordinary shares will first be required to certify that it is a
permitted holder as defined in our articles.



As of March 31, 2015, approximately 29,161,488 of our A ordinary
shares, representing 51% of our outstanding A ordinary shares, were held by a total of 5 record holders with addresses in the
United States. Computershare, N.A., the depositary, has advised us that, as of March 31, 2015, approximately 50.8% of our total
outstanding ordinary shares in the form of 29,156,344 A ordinary shares, were held of record by DTC, the Depository Trust Company,
under the nominee name of Cede & Co., on behalf of DTC participants. The number of beneficial owners of our A ordinary shares
in the United States is likely to be much larger than the number of record holders of our A ordinary shares in the United States.



B. Related Party Transactions



The following is a description of transactions since April 1, 2012
to which we have been a party, in which the amount involved in the transaction exceeded or will exceed $120,000, and in which
any of our directors, executive officers or beneficial holders of more than 5% of our issued share capital had or will have a
direct or indirect material interest.



Family Relationships



Mr. Kishore Lulla, our director and Chairman, is the brother of
Mr. Sunil Lulla, and father of Mrs. Rishika Lulla Singh, each of whom are directors, and a cousin of Mr. Vijay Ahuja,
our director and Vice Chairman, and of Mr. Surender Sadhwani, our President of Middle East Operations. Mr. Sunil Lulla is the
brother of Mr. Kishore Lulla, uncle to Mrs. Lulla Singh, and a cousin of Mr. Ahuja and Mr. Sadhwani. Mr. Ahuja is a cousin of
Mr. Kishore Lulla and Mr. Sunil Lulla. Mrs Lulla Singh is the daughter of Mr Kishore Lulla and niece of Mr Sunil Lulla. Mr. Sadhwani
is a cousin of Mr. Kishore Lulla and Mr. Sunil Lulla. Mr. Arjan Lulla, our founder, the father of Mr. Kishore Lulla and Mr. Sunil
Lulla, grandfather of Mrs. Lulla Singh, uncle of Mr. Ahuja and Mr. Sadhwani and an employee of Redbridge Group Ltd., is the Honorary
President of Eros and a director of our subsidiary Eros Worldwide. Mrs. Manjula Lulla, the wife of Mr. Kishore Lulla, respectively,
is an employee of our subsidiary. Krishika Lulla is the wife of Sunil Lulla and an employee of Eros India.



Leases



Pursuant to a lease agreement that expires on March 31, 2016, Eros
India leases apartments for studio use 2,750 square feet of real property at Kailash Plaza, 3rd Floor, Opp. Laxmi Industrial Estate,
Andheri (W), Mumbai, from Manjula K. Lulla, the wife of Kishore Lulla. Beginning in August 2010, the lease requires Eros India
to pay $5,000 each month under this lease. Pursuant to a lease that expires in September 30, 2015, Eros India leases for use as
executive accommodations the property Aumkar Bungalow, Gandhi Gram Road, Juhu, Mumbai, from Sunil Lulla.



Pursuant to a lease agreement that expires on January 4, 2020, Eros
India leases corporate office at Supreme Chambers, 5th Floor, Andheri (W), Mumbai from Kishore and Sunil Lulla. Beginning January
2015, the lease requires Eros India to pay $65,000 each month under this lease.



Pursuant to a lease agreement that expired on March 31,
2015, the Group leased for U.S. corporate offices, the real property at 550 County Avenue, Secaucus, New Jersey, from 550
County Avenue Property Corp, a Delaware corporation owned by Beech Investments and of which our President of Americas Operations
Ken Naz serves as a director. The lease commenced on April 1, 2010, and required the Group to pay $11,000 each month. The
lease was renewed on April 1, 2015 for a further five years on the same terms.



Pursuant to a lease agreement that expires in March 2018, including
renewal periods, the Group leases for U.K. corporate offices, the real property at 13 Manchester Square, London from Linecross
Limited, a U.K. company owned indirectly by a discretionary trust of which Kishore Lulla is a potential beneficiary.
The current lease commenced on November 19, 2009 and requires us to pay $153,000 each quarter.

80







Honorary Appointment of Mr. Arjan Lulla



Pursuant to an agreement the Group entered into with Redbridge
Group Ltd. on June 27, 2006, the Group agreed to pay an annual fee set each year by its board of directors of $325,000, $339,000
and $322,000 in the year ended March 31, 2015, the year ended March 31, 2014 and the year ended March 2013 respectively,
for the services of Arjan Lulla, the father of Kishore Lulla and Sunil Lulla, grandfather of Rishika Lulla Singh, uncle of Vijay
Ahuja and Surender Sadhwani and an employee of Redbridge Group Ltd. The agreement makes Arjan Lulla honorary life president and
provides for services including attendance at board meetings, entrepreneurial leadership and assistance in setting the Group’s
strategy. Redbridge Group Ltd. is an entity owned indirectly by a discretionary trust of which Kishore Lulla is a potential
beneficiary.



Lulla Family Transactions



The Group has engaged in transactions with NextGen Films Pvt. Ltd.,
an entity owned by the husband of Puja Rajani, sister of Kishore Lulla and Sunil Lulla and aunt of Mrs. Lulla Singh, each
of which involved the purchase and sale of film rights. In the year ended March 31, 2015 NextGen Films Pvt. Ltd. sold film rights
$23,550,000 (2014: $22,205,000, 2013: $23,613,000) to the Group, and purchased film rights, including production services, of
$275,000 (2014: $3,923,000 and 2013: $3,859,000).



The Group also engaged in transactions with Everest Entertainment
Pvt. Ltd. entity owned by the brother of Manjula K. Lulla, wife of Kishore Lulla and mother of Mrs. Lulla Singh, each of
which involved the purchase and sale of film rights. In March 31, 2015, Everest Entertainment Pvt. Ltd. sold film rights of $408,000
(2014: $18,000 and 2013: $16,000) to the Group, and did not purchase any film rights from the Group in years ended March 31, 2015,
2014 and 2013.



Relationship Agreement



Both we and our subsidiaries, including Eros India, acquire rights
in Indian movies. Under a 2009 Relationship Agreement among Eros India, Eros Worldwide and us, certain intellectual property rights
and all distribution rights for Indian films (other than Tamil films) outside of the territories of India, Nepal and Bhutan held
by the Eros India Group are assigned exclusively to Eros Worldwide. Eros Worldwide in turn is entitled to assign its rights to
us and to other entities within the Eros group of companies, excluding the Eros India Group and Ayngaran and its subsidiaries,
or the Eros International Group.



Eros Worldwide provides a lump sum minimum guaranteed fee to the
Eros India Group for each Indian film (other than a Tamil film) assigned to it by Eros India under the Relationship Agreement,
in a fixed payment equal to 30% of the production cost of such film, including all costs incurred in connection with the acquisition,
pre-production, production or post-production of such film, plus an amount equal to 30% of such fixed payment. We refer to these
payments collectively as the Minimum Guaranteed Fee. Eros Worldwide is also required to reimburse the Eros India Group for 130%
of certain pre-approved distribution expenses in connection with such film. In addition, 30% of the gross proceeds received by
the Eros International Group from exploitation of such films, after certain amounts are retained by the Eros International Group,
are payable over to the Eros India Group.



No share of gross proceeds from an Indian film is payable by the
Eros International Group to the Eros India Group until the Eros International Group has received and retained an amount equal to
the Minimum Guaranteed Fee, a 20% fee on all gross proceeds outside the territories of India, Nepal and Bhutan, including gross
proceeds related to the exploitation of related film ancillary rights, and 100% of the distribution expenses incurred by the Eros
International Group or for which Eros Worldwide has provided reimbursement to the Eros India Group.



Under the 2009 Relationship Agreement, the Eros India Group also
assigns to Eros Worldwide all non-film music publishing rights. The non-film music publishing rights are the exclusive right to
exploit, outside of the territories of India, Nepal and Bhutan, music compositions and performances held by the Eros India Group,
other than such music publishing rights related to an Indian film (other than a Tamil film). Eros Worldwide is entitled to assign
its non-film music publishing rights to us and the other entities within the Eros International Group. For such non-film music
publishing rights, Eros Worldwide agrees to pay the Eros India Group 75% of the gross proceeds received related to such non-film
music publishing rights, after certain amounts are retained by Eros International Group. Eros Worldwide is also required to reimburse
the Eros India Group for 130% of certain pre-approved distribution expenses in connection with such non-film music publishing
rights. No share of gross proceeds is payable by the Eros International Group to the Eros India Group until the Eros International
Group has received and retained 100% of its distribution expenses incurred in connection with such non-film music publishing rights
or for which Eros Worldwide has provided reimbursement to the Eros India Group. The initial term of the 2009 Relationship Agreement
expired in December 2014.



Upon expiration, the agreement provides that it will be
automatically renewed for successive two year terms unless terminated by any party by 90 days’ written notice on or before
commencement of any renewal term. The relationship agreement was accordingly extended for a further period of two years
on February 13, 2014.



81







Eros Foundation



On October 6, 2011, we issued 250,000 A ordinary shares to the
Eros Foundation, a U.K. registered charity, for no consideration. Such shares were granted by our Remuneration Committee to Mr.
Kishore Lulla as compensation, each of whom directed the issuance of such shares to the Eros Foundation. Mr. Kishore Lulla
and his wife, Mrs. Manjula K. Lulla, are trustees, but not beneficiaries, of the foundation.



C. Interests of Experts and Counsel



Not applicable.



ITEM 8. FINANCIAL INFORMATION



A. Consolidated Statements and Other Financial Information



Please see “Part III — Item 18. Financial Statements”
for a list of the financial statements filed as part of this Annual Report on Form 20-F.



B. Significant Changes



On June 9, 2014, our subsidiary undertaking Eros International
Media Limited (“EIML”) executed a binding term sheet to acquire a controlling stake in Universal Power Systems Private
Limited (“Techzone”), a company involved in mobile value added services that has a billing integration in place with
major telecom operators in India. EIML has made an advance of $2.5 million to Techzone ahead of completion of transaction to provide
working capital. Subsequently, EIML entered into a share purchase agreement dated February 24, 2015 with Techzone and
its promoters to acquire the entire shareholding of Techzone from its promoters (“Transaction”). The Transaction will
conclude upon receipt of applicable regulatory approvals and fulfillment of other closing conditions listed in the Share Purchase
Agreement. As at the authorization date of this annual report, EIML is awaiting applicable regulatory approval before the Transaction
can be concluded.



Other than this transaction, there are no additional significant
subsequent events following the close of the last fiscal year up to the date of this annual report that are known to us and require
disclosure for which disclosure was not made in this annual report.



82







ITEM 9. THE OFFER AND LISTING



A. Offer and Listing Details



The high and low last reported sale prices for our shares for
the periods indicated are as shown below. We note that the periods are split between when Eros International was listed on
the Alternative Investment Market (“AIM”) and when it was listed on the New York Stock Exchange (“NYSE”)
on November 13, 2013. With respect to the trading prices on AIM, the prices are adjusted to reflect the one-for-three reverse
stock split, which occurred on November 18, 2013, and a translation from British Pound Sterling to U.S. dollars based on the prevailing
exchange rate between the British Pound Sterling and the U.S. dollar at the time of the applicable trade. Amounts on the NYSE
share price table below are for the period November 18, 2013 to May 31, 2015; and on the AIM share price table, for the period
1 April 2010 to November 18, 2013, only.



|                    |  | Price per share on NYSE |      
|------------------- |  | ----------------------- | -----
|                    |  |                         | High 
|Fiscal year:        |  |                         |      
|2014                |  | $                       | 16.07
|2015                |  | $                       | 22.44
|Fiscal Quarter:     |  |                         |      
|First quarter 2015  |  | $                       | 16.73
|Second quarter 2015 |  | $                       | 16.52
|Third quarter  2015 |  | $                       | 22.44
|Fourth quarter 2015 |  | $                       | 21.57
|Month:              |  |                         |      
|April 2014          |  | $                       | 16.97
|May 2014            |  | $                       | 16.79
|June 2014           |  | $                       | 16.34
|July 2014           |  | $                       | 15.69
|August 2014         |  | $                       | 16.32
|September 2014      |  | $                       | 16.52
|October 2014        |  | $                       | 18.49
|November 2014       |  | $                       | 21.58
|December 2014       |  | $                       | 22.44
|January 2015        |  | $                       | 21.57
|February 2015       |  | $                       | 20.10
|March 2015          |  | $                       | 17.47
|April 2015          |  | $                       | 18.64
|May 2015            |  | $                       | 19.95



|                     |  | Price per share on AIM |      
|-------------------- |  | ---------------------- | -----
|                     |  |                        | High 
|Fiscal year:         |  |                        |      
|2011                 |  | $                      | 13.37
|2012                 |  | $                      | 13.11
|2013                 |  | $                      | 15.02
|Fiscal Quarter:      |  |                        |      
|First quarter 2013   |  | $                      | 15.02
|Second quarter  2013 |  | $                      | 11.53
|Third quarter  2013  |  | $                      | 11.81
|Fourth quarter  2013 |  | $                      | 12.16
|First quarter 2014   |  | $                      | 11.36
|Second quarter 2014  |  | $                      | 13.45
|Month:               |  |                        |      
|October 2013         |  | $                      | 11.05
|November 2013        |  | $                      | 11.05



Our closing price on AIM on November 13, 2013 was $11.18.



B. Plan of Distribution



Not applicable.



83







C. Markets



Our shares are listed on the NYSE under the symbol “EROS.”



D. Selling Shareholders



Not applicable.



E. Dilution



Not applicable.



F. Expenses of the Issue



Not applicable.



ITEM 10. ADDITIONAL INFORMATION



A. Share Capital



Not applicable.



B. Memorandum and Articles of Association



Eros International Plc was incorporated in the Isle of Man as on
March 31, 2006 under the 1931 Act, as a public company limited by shares and effective as of September 29, 2011, was de-registered
under the 1931 Act and re-registered as a company limited by shares under the 2006 Act. We maintain our registered office at Fort
Anne, Douglas, Isle of Man IM15PD; our principal executive office in the U.S. is at 550 County Avenue, Secaucus, New Jersey 07094.



At March 31, 2015, Eros International plc has authorized
share capital of 57,778,113 A ordinary shares at a par value of GBP 0.30 per share, of which 31,982,488 is issued share
capital, and authorized share capital of 25,555,220 B ordinary shares at a par value of GBP 0.30 per share, of which is entirely
issued.



Our activities are regulated by our Memorandum and Articles of Association.
We adopted an amended and restated Memorandum and Articles of Association by special resolution of our shareholders passed on April
24, 2012. The material provisions of our amended and restated Memorandum and Articles of Association are described below. In addition
to our Memorandum and Articles of Association, our activities are regulated by (among other relevant legislation) the 2006 Act.
Our Memorandum of Association states our company name, that we are a company limited by shares, that our registered office is at
Fort Anne, Douglas, Isle of Man IM1 5PD, that our registered agent is Cains Fiduciaries Limited and that neither the articles of
association may be amended except pursuant to a resolution approved by a majority of not less than three-fourths of such members
as, being entitled to vote in person or by proxy at the general meeting at which such resolution is proposed. Below is a summary
of some of the provisions of our Articles of Association. It is not, nor does it purport to be, complete or to identify all of
the rights and obligations of our shareholders.



The summary is qualified in its entirety by reference to our Articles
of Association. See “Part III — Item 19. Exhibits — Exhibit 1.1” and “Part III — Item 19. Exhibits
— Exhibit 1.2.”



The following is a description of the material provisions of our
articles of association, ordinary shares and certain provisions of Isle of Man law. This summary does not purport to be complete
and is qualified in its entirety by reference to our Articles of Association, See “Part III - Item 19.



Board of Directors



Under our Articles of Association, the 2006 Act and the committee
charters and governance policies adopted by our board of directors, our board of directors controls our business and actions. Our
board of directors consists of between three and twelve directors and will be divided into three staggered classes of directors
of the same or nearly the same number. At each annual general meeting, a class of directors will be elected for a three-year term
to succeed the directors of the same class whose terms are then expiring. No director may participate in any approval of a transaction
in which he or she is interested. The directors receive a fee determined by our board of directors for their services as directors
and such fees are distinct from any salary, remuneration or other amounts that may be payable to the directors under our articles.



However, any director who is also one of our subsidiaries’
officers is not entitled to any such director fees but may be paid a salary and/or remuneration for holding any employment or executive
office, in accordance with the articles. Our directors are entitled to be repaid all reasonable expenses incurred in the performance
of their duties as directors. There is no mandatory retirement age for our directors.

84







Our articles provide that the quorum necessary for the transaction
of business may be determined by our board of directors and, in the absence of such determination, is the majority of the members
of our board of directors. Subject to the provisions of the 2006 Act, the directors may exercise all the powers of the Company
to borrow money, guarantee, indemnify and to mortgage or charge our assets.



Ordinary Shares



Dividends



Holders of our A ordinary shares and B ordinary shares whose
names appear on the register on the date on which a dividend is declared by our board of directors are entitled to such dividends
according to the shareholders’ respective rights and interests in our profits and subject to the satisfaction of the solvency
test contained in the 2006 Act. Any such dividend is payable on the date declared by our board of directors, or on any other date
specified by our board of directors. Under the 2006 Act, a company satisfies the solvency test if (a) it is able to pay its
debts as they become due in the normal course of its business and (b) the value of its assets exceeds the value of its liabilities.
Under certain circumstances, if dividend payments are returned to us undelivered or left uncashed, we will not be obligated to
send further dividends or other payments with respect to such ordinary shares until that shareholder notifies us of an address
to be used for the purpose. In the discretion of our board of directors, all dividends unclaimed for a period of twelve months
may be invested or otherwise used by our board of directors for our benefit until claimed (and we are not a trustee of such unclaimed
funds) and all dividends unclaimed for a period of twelve years after having become due for payment may be forfeited and revert
to us.



Voting Rights



Each A ordinary share is entitled to one vote on all matters
upon which the ordinary shares are entitled to vote, and each B ordinary share is entitled to ten votes. In order to vote at any
meeting of shareholders, a holder of B ordinary shares will first be required to certify that it is a permitted holder as defined
in our articles.



General Meetings



Unless unanimously approved by all shareholders entitled to attend
and vote at the meeting, all general meetings for the approval of a resolution appointing a director may be convened by our board
of directors with at least 21 days’ notice (excluding the date of notice and the date of the general meeting), and any other
general meeting may be convened by our Board of Directors with at least 14 days’ notice (excluding the date of notice and
the date of the general meeting). A quorum required for any general meeting consists of shareholders holding at least 30% of our
issued share capital. The concept of “ordinary,” “special” and “extraordinary” resolutions
is not recognized under the 2006 Act, and resolutions passed at a meeting of shareholders only require the approval of shareholders
present in person or by proxy, holding in excess of 50% of the voting rights exercised in relation thereto. However, as permitted
under the 2006 Act, our articles of association incorporate the concept of a “special resolution” (requiring the approval
of shareholders holding 75% or more of the voting rights exercised in relation thereto) in relation to certain matters, such as
directing the management of our business (subject to the provisions of the 2006 Act and our articles), sanctioning a transfer
or sale of the whole or part of our business or property to another company (pursuant to the relevant section of the 1931 Act)
and allocating any shares or other consideration among the shareholders in the event of a winding up.



Rights to Share in Dividends



Our shareholders have the right to a proportionate share of any
dividends we declare.



Limitations on Right to Hold Shares



Our board of directors may determine that any person owning shares
(directly or beneficially) constitutes a “prohibited person” and is not qualified to own shares if such person is in
breach of any law or requirement of any country and, as determined solely by our board of directors, such ownership would cause
a pecuniary or tax disadvantage to us, another shareholder or any of our other securities. Our board of directors may direct the
prohibited person to transfer the shares to another person who is not a prohibited person. Any such determination made or action
taken by our board of directors is conclusive and binding on all persons concerned, although in the event of such a transfer, the
net proceeds of the sale of the relevant shares, after payment of our costs of the sale, shall be paid by us to the previous registered
holders of such shares or, if reasonable inquiries failed to disclose the location of such registered holders, into a trust account
at a bank designated by us, the associated costs of which shall be borne by such trust account. A prohibited person would have
the right to apply to the Isle of Man court if he or she felt that our board of directors had not complied with the relevant provisions
of our articles of association.



Our articles also identify certain “permitted holders”
of B ordinary shares. Any B ordinary shares transferred to a person other than a permitted holder will, immediately upon registration
of such transfer, convert automatically into A ordinary shares. In addition, if, at any time, the aggregate number of B ordinary
shares in issue constitutes less than 10% of the aggregate number of A ordinary shares and B ordinary shares in issue, all B ordinary
shares in issue will convert automatically into A ordinary shares on a one-for-one basis.

85







Untraceable Shareholders



Under certain circumstances, if any payment with respect to any
ordinary shares has not been cashed and we have not received any communications from the holder of such ordinary shares, we may
sell such ordinary shares after giving notice in accordance with procedures set out by our articles to the holder of the ordinary
shares and any relevant regulatory authority.



Action Required to Change Shareholder Rights or Amend Our
Memorandum or Articles of Association



All or any of the rights attached to any class of our ordinary shares
may, subject to the provisions of the 2006 Act, be amended either with the written consent of the holders of 75% of the issued
shares of that class or by a special resolution passed at a general meeting of the holders of shares of that class. Furthermore,
our memorandum and articles of association may be amended by a special resolution of the holders of 75% of the issued shares.



Liquidation Rights



On a return of capital on winding up, assets available for distribution
among the holders of ordinary shares will be distributed among holders of our ordinary shares on a pro rata basis. If our assets
available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses
are borne by our shareholders proportionately.



Minority Shareholder Protections



Under the 2006 Act, if a shareholder believes that the affairs of
the company have been or are being conducted in a manner that is unfair to such shareholder or unfairly prejudicial or oppressive,
the shareholder can seek a range of court remedies including winding up the company or setting aside decisions in breach of the
2006 Act or the company’s memorandum and articles of association. Further, if a company or a director of a company breaches
or proposes to breach the 2006 Act or its memorandum or articles of association, then, in response to a shareholder’s application,
the Isle of Man Court may issue an order requiring compliance with the 2006 Act or the memorandum or articles of association; alternatively,
the Isle of Man Court may issue an order restraining certain action to prevent such a breach from occurring.



The 2006 Act also contains provisions that enable a shareholder
to apply to the Isle of Man court for an order directing that an investigation be made of a company and any of its associated companies.



Anti-takeover Effects of Our Dual Class Structure



As a result of our dual class structure, the Founders Group and
our executives and employees will have significant influence over all matters requiring shareholder approval, including the election
of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. This concentrated
control could discourage others from initiating any potential merger, takeover or other change of control transaction that other
shareholders may view as beneficial.



C. Material Contracts



We have not entered into any material contracts other than in the
ordinary course of business and other than those described in “Part I —Item 4.—Information on the Company”
or elsewhere in this Annual Report on Form 20-F.



D. Exchange Controls



No foreign exchange control regulations are in existence in the
Isle of Man in relation to the exchange or remittance of sterling or any other currency from the Isle of Man and no authorizations,
approvals or consents will be required from any authority in the Isle of Man in relation to the exchange and remittance of sterling
and any other currency whether awarded by reason of a judgment or otherwise falling due and having been paid in the Isle of Man.



E. Taxation



Summary of Material Indian Tax Considerations



The discussion contained herein is based on the applicable tax laws
of India as in effect on the date hereof and is subject to possible changes in Indian law that may come into effect after such
date. The information set forth below is intended to be a general discussion only. Prospective investors should consult their own
tax advisers as to the consequences of purchasing the A ordinary shares, including, without limitation, the consequences of the
receipt of dividend and the sale, transfer or disposition of the ordinary shares.

86







Based on the fact that we are considered for tax purposes as a company
domiciled abroad, any dividend income in respect of A ordinary shares will not be subject to any withholding or deduction in respect
of Indian income tax laws. Pursuant to amendments to the Indian Income Tax Act, 1961, income arising directly or indirectly through
the sale of a capital asset, including any share or interest in a company or entity registered or incorporated outside India, will
be liable to tax in India, if such share or interest derives, directly or indirectly, its value substantially from assets located
in India, whether or not the seller of such share or interest has a residence, place of business, business connection, or any other
presence in India, if, on the specified date, the value of such assets (i) represents 20% of the fair market value of all assets
owned by the company or entity, or (ii) exceeds the specified amount. The amendments do not deal with the interplay between the
Indian Income Tax Act, 1961, as amended, and the double taxation avoidance agreements that India has entered into with countries
such as the United States, the United Kingdom and Canada, in case of an indirect transfer. Accordingly, the implications of the
recent amendments are presently unclear.



Further, dividend payments to us by our Indian subsidiaries are
subject to withholding of dividend distribution tax in India, at an effective rate of 20.4%, including applicable cess
(Indian education tax) and surcharge.



The Government of India has proposed three major reforms in Indian
tax laws, namely the goods and services tax or GST, the direct taxes code or DTC, and the General Anti Avoidance Rules or GAAR.
The Government of India has notified April 1, 2016 for the implementation of the GST in the country. As regards DTC, which sought
to replace the Income Tax Act, 1961, the new government did not see any merit in implementation of the DTC, and had proposed to
abandon the DTC, as most of its provisions were incorporated in the present Income Tax Act. However, news reports indicate
that the Parliamentary Standing Committee on Finance has recently recommended retention of parts of the DTC and its implementation
along with the implementation of GST regime.The GST would replace the indirect taxes on goods and services, such as central excise
duty, service tax, customs duty, central sales tax, state value added tax, surcharge and excise, currently being collected by
the central and state governments in India. The GAAR provisions introduced through the Finance Act, 2012, were to come into effect
from April 1, 2016.



The government recently announced it will defer the implementation
of GAAR by two years and has proposed to implement it prospectively from April 1, 2017. The GAAR provisions are intended
to restrict “impermissible avoidance arrangements,” which would be any arrangement, the main purpose or
one of the main purposes of which is to obtain a tax benefit and which satisfy at least one of the following tests: (i) creates
rights, or obligations, not ordinarily created between persons dealing at arm’s-length; (ii) results, directly or
indirectly, in misuse or abuse of provisions of the Income Tax Act, 1961; (iii) lacks, or is deemed to lack, commercial substance,
in whole or in part; or (iv) is entered into or carried out by means, or in a manner, not ordinarily employed for bona fide purposes.
If GAAR provisions are invoked, Indian tax authorities would have wide powers, including denial of tax benefit or a benefit under
a tax treaty. As the taxation system is intended to undergo significant overhaul, its consequent effects on us cannot be determined
at present and there can be no assurance that such effects would not adversely affect our business and future financial performance.



In the Union Budget, 2015, an increase in the rate of Service Tax
from 12% to 14% was proposed and subsequently enacted with effect from June 1, 2015, pursuant to the Finance Act, 2015 (the “Act”), notified
on May 14, 2015. The Act also has a provision levying Education Cess and Secondary and Higher Education Cess would also cease
to have effect from same date (i.e.: June 1, 2015), as the same would be subsumed in the service tax rate of 14%. Certain other
changes have also been notified to take effect from June 1, 2015. However, the date of giving effect to the provision relating
to imposition of a Swachh Bharat cess on all or any taxable service will be done in due course. Swachh Bharat cess will be 2%
or less. The Government will identify services and it will be applicable from the date of notification. Increase in service tax
effective June 1, 2015 will have an impact on the business of the Company. Moreover, the Swachh Bharat cess, if applicable will
have further impact of up to 2%.





87





Summary of Material Isle of Man Tax Considerations



Tax residence in the Isle of Man



We are resident for taxation purposes in the Isle of Man by virtue
of being incorporated in the Isle of Man.



Capital taxes in the Isle of Man



The Isle of Man has a regime for the taxation of income, but there
are no taxes on capital gains, stamp taxes or inheritance taxes in the Isle of Man. No Isle of Man stamp duty or stamp duty reserve
tax will be payable on the issue or transfer of, or any other dealing in, the A ordinary shares.



Zero rate of corporate income tax in the Isle of Man



The Isle of Man operates a zero rate of tax for most corporate taxpayers,
including the Company. Under the regime, the Company will technically be subject to Isle of Man taxation on its income, but the
rate of tax will be zero; there will be no required withholding by the Company on account of Isle of Man tax in respect of dividends
paid by the Company.



The Company will be required to pay an annual return fee of £380
(US $565) per year.



Isle of Man probate



In the event of death of a sole, individual holder of the A ordinary
shares, an Isle of Man probate fee or administration may be required, in respect of which certain fees will be payable to the Isle
of Man government, subject to the fee. Currently the maximum fee, where the value of an estate exceeds £1,000,000 (US $1,485,000)
is approximately £7,500 (US $11,000).



Summary of Material United States Federal Income Tax Considerations



The following summary describes the material United States federal
income tax consequences associated with the acquisition, ownership and disposition of our shares as of the date hereof. The discussion
set forth below is applicable only to U.S. Holders (as defined below) and does not purport to be a comprehensive description of
all tax considerations that may be relevant to a particular person’s decision to acquire the shares.



Except where noted, this summary applies only to a U.S. Holder that
holds shares as capital assets for United States federal income tax purposes. As used herein, the term “U.S. Holder”
means a beneficial owner of a share that is for United States federal income tax purposes:

| | · | an individual citizen or resident of the United States;
| | - | -------------------------------------------------------

| | · | a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized
in or under the laws of the United States, any state thereof or the District of Columbia;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | an estate the income of which is subject to United States federal income taxation regardless of its source; or
| | - | --------------------------------------------------------------------------------------------------------------

| | · | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons
have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United
States Treasury regulations to be treated as a United States person.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This summary does not describe all of the United States federal
income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws,
including if you are a broker, a dealer or trader in securities or currencies, a financial institution, a regulated investment
company, a real estate investment trust, a cooperative, an insurance company, a pension plan, a tax-exempt entity, a person holding
our shares as part of a hedging, integrated or conversion transaction, a constructive sale, a wash sale or a straddle, a person
liable for alternative minimum tax, a person who owns or is deemed to own 10% or more of our voting stock, a person holding our
shares in connection with a trade or business conducted outside of the United States, a partnership or other pass-through entity
for United States federal income tax purposes, a U.S. expatriate or a person whose “functional currency” for United
States federal income tax purposes is not the United States dollar. The discussion below is based upon the provisions of the United
States Internal Revenue Code of 1986, as amended (the “Code”), and regulations (including proposed regulations), rulings
and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified, possibly with
retroactive effect, so as to result in United States federal income tax consequences different from those discussed below.

88







If a partnership holds our shares, the tax treatment of a partner
will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership holding our
shares or a partner of a partnership holding our shares, you should consult your tax advisors as to the particular United States
federal income tax consequences of acquiring, holding and disposing of the shares.



This discussion does not contain a detailed description of all the
United States federal income tax consequences to you in light of your particular circumstances and does not address the effects
of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our A ordinary
shares, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of
your particular situation as well as any other consequences to you arising under U.S. federal, state and local laws and the laws
of any other applicable taxing jurisdiction in light of your particular circumstances.



Taxation of Distributions



Subject to the passive foreign investment company, or PFIC, rules
discussed below, the gross amount of distributions on the shares will be taxable as dividends to the extent paid out of our current
or accumulated earnings and profits, as determined under United States federal income tax principles. Because we do not expect
to keep track of earnings and profits in accordance with United States federal income tax principles, you should expect that a
distribution in respect of the A ordinary shares will generally be treated and reported as a dividend to you. Such dividend income
will be includable in your gross income as ordinary income on the day actually received by you or on the day received by your nominee
or agent that holds the shares on your behalf. Such dividends will not be eligible for the dividends received deduction allowed
to corporations in respect of dividends received from other U.S. corporations under the Code.



With respect to non-corporate U.S. Holders, certain dividends received
from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified
foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities
market in the United States. Our A ordinary shares are listed on the NYSE and we expect such shares to be
considered readily tradable on an established securities market. However, even if the shares are readily tradable on an established
securities market in the United States, we will not be treated as a qualified foreign corporation if we are a PFIC for the taxable
year in which we pay a dividend or were a PFIC for the preceding taxable year. Non-corporate holders that do not meet a minimum
holding period requirement during which they are not protected from a risk of loss or that elect to treat the dividend income
as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation
regardless of our status as a qualified foreign corporation. For this purpose, the minimum holding period requirement will not
be met if a share has been held by a holder for 60 days or less during the 121-day period beginning on the date which is 60 days
before the date on which such share becomes ex-dividend with respect to such dividend, appropriately reduced by any period in
which such holder is protected from risk of loss. In addition, the rate reduction will not apply to dividends if the recipient
of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This
disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the availability
of the reduced tax rate on dividends in light of your particular circumstances.



Subject to certain conditions and limitations imposed by United
States federal income tax rules relating to the availability of the foreign tax credit, some of which vary depending upon the U.S.
Holder’s circumstances, any foreign withholding taxes on dividends will be treated as foreign taxes eligible for credit against
your United States federal income tax liability. The application of the rules governing foreign tax credits depends on the particular
circumstances of each U.S. Holder. The limitation on foreign taxes eligible for credit is calculated separately with respect to
specific classes of income. For purposes of calculating the foreign tax credit, dividends paid on the A ordinary shares will be
treated as income from sources outside the United States and will generally constitute “passive category income.” Further,
in certain circumstances, you will not be allowed a foreign tax credit for foreign taxes imposed on certain dividends paid on the
shares if you:

| | · | have held shares for less than a specified minimum period during which you are not protected from risk of loss, or
| | - | ------------------------------------------------------------------------------------------------------------------

| | · | are obligated to make certain payments related to the dividends.
| | - | ----------------------------------------------------------------



The rules governing the foreign tax credit are complex and involve
the application of rules that depend on your particular circumstances. You are urged to consult your tax advisors regarding the
availability of the foreign tax credit under your particular circumstances.



Passive Foreign Investment Company



Based on the composition of our income and valuation of our assets,
we do not believe we will be a PFIC for United States federal income tax purposes for the 2014 taxable year, and we do not expect
to become one in the future. However, because PFIC status is an annual factual determination that cannot be made until after the
close of each taxable year and depends on the composition of a company’s income and assets and the market value of its assets
from time to time, there can be no assurance that we will not be a PFIC for any taxable year.

89







In general, a non-United States corporation will be treated as a
PFIC for U.S. federal income tax purposes for any taxable year in which:

| | · | at least 75% of its gross income is passive income (the “income” test), or
| | - | --------------------------------------------------------------------------

| | · | at least 50% of the value (determined based on a quarterly average) of its gross assets is attributable to assets that produce,
or are held for the production of, passive income (the “asset” test).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For this purpose, passive income generally includes dividends, interest,
royalties and rents (except for certain royalties and rents derived from the active conduct of a trade or business), certain gains
from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive
income.



If we own, directly or indirectly, at least 25% (by value) of the
stock of another corporation, we will be treated, for purposes of the PFIC tests described above, as directly owning our proportionate
share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.



If we are a PFIC for any taxable year during which you hold our
shares, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized
from a sale or other disposition, including a pledge, of shares, unless you make a “mark-to-market” election as discussed
below.



Distributions you receive in a taxable year that are greater than
125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period
for the shares will be treated as excess distributions. Under these special tax rules:

| | · | the excess distribution or gain will be allocated ratably over your holding period for your A ordinary shares,
| | - | --------------------------------------------------------------------------------------------------------------

| | · | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC,
will be treated as ordinary income, and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the amount allocated to each other year will be subject to tax at the highest applicable tax rate in effect for corporations
or individuals, as appropriate, for that taxable year and the interest charge generally applicable to underpayments of tax will
be imposed on the resulting tax attributable to each such year.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The tax liability for amounts allocated to years prior to the year
of disposition, or “excess distribution,” cannot be offset by any net operating losses for such years, and gains (but
not losses) realized on the sale of the shares cannot be treated as capital and will be subject to the “excess distribution”
regime described above, even if you hold the shares as capital assets.



In addition, non-corporate U.S. Holders will not be eligible for
reduced rates of taxation on any dividends received from us if we are a PFIC in our taxable year in which such dividends are paid
or in the preceding taxable year.



You will be required to file Internal Revenue Service Form 8621
annually regarding any distributions received on the A ordinary shares and any gain realized on the disposition of the A ordinary
shares if you hold our A ordinary shares in any year in which we are classified as a PFIC, and other reporting requirements may
apply.



If we are a PFIC for any taxable year during which a U.S. Holder
holds our A ordinary shares and any of our non-United States subsidiaries is also a PFIC, a U.S. Holder would be treated as owning
a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules.



Under these circumstances, a U.S. Holder would be subject to United
States federal income tax on (i) a distribution on the shares of a lower-tier PFIC and (ii) a disposition of shares of a lower-tier
PFIC, both as if such U.S. Holder directly held the shares of such lower-tier PFIC. You are urged to consult your tax advisors
about the application of the PFIC rules to any of our subsidiaries.



In certain circumstances, in lieu of being subject to the excess
distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a
mark-to-market method, provided that such stock is regularly traded in other than de minimis quantities for at least 15 days during
each calendar quarter on a qualified exchange, as defined in applicable U.S. Treasury Regulations. Our A ordinary shares are listed
on the NYSE and we expect such shares to be “regularly traded” for purposes of the mark-to-market election.



If you make an effective mark-to-market election, you will include
in each year that we are a PFIC, as ordinary income the excess of the fair market value of your A ordinary shares at the end of
the year over your adjusted tax basis in the A ordinary shares. You will be entitled to deduct as an ordinary loss in each such
year the excess of your adjusted tax basis in the A ordinary shares over their fair market value at the end of the year, but only
to the extent of the net amount previously included in income as a result of the mark-to-market election.

90







If you make an effective mark-to-market election, any gain you recognize
upon the sale or other disposition of your A ordinary shares in a year in which we are a PFIC will be treated as ordinary income.
Any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of
the mark-to-market election.



Your adjusted tax basis in the shares will be increased by the amount
of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market
election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the
A ordinary shares are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation
of the election.



A mark-to-market election should be made by filing IRS Form 8621
in the first taxable year during which the U.S. Holder held the A ordinary shares and in which we are a PFIC. A mark-to-market
election would not be available with respect to a subsidiary PFIC of ours that a U.S. Holder is deemed to own for the purposes
of the PFIC rules; accordingly, a U.S. Holder would not be able to mitigate certain of the adverse U.S. “excess distribution”
federal income tax consequences of its deemed ownership of stock in our subsidiary PFICs by making a mark-to-market election. You
are urged to consult your tax advisor about the availability of the mark-to-market election and whether making the election would
be advisable in your particular circumstances.



Alternatively, holders of PFIC shares can sometimes avoid the rules
described above by electing to treat such PFIC as a “qualified electing fund” under Section 1295 of the Code. However,
this option is not available to you because we do not intend to comply with the requirements, or furnish you with the information,
necessary to permit you to make this election.



You are urged to consult your tax advisors concerning the United
States federal income tax consequences of holding A ordinary shares if we are considered a PFIC in any taxable year.



Sale or Other Disposition of A Ordinary Shares



For United States federal income tax purposes, you will recognize
taxable gain or loss on any sale or exchange or other taxable disposition of a A ordinary share in an amount equal to the difference
between the amount realized for the share and your tax basis in the A ordinary share, in each case as determined in United States
dollars. Subject to the discussion above under “Passive Foreign Investment Company,” such gain or loss will be capital
gain or loss. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are
eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.



Any gain or loss recognized by you will generally be treated as
United States source gain or loss for U.S. foreign tax credit purposes. You are encouraged to consult your tax advisor regarding
the availability of the U.S. foreign tax credit in your particular circumstances.



Information Reporting and Backup Withholding



In general, information reporting will apply to distributions in
respect of our A ordinary shares and the proceeds from the sale, exchange or redemption of our A ordinary shares that are paid
to you within the United States or through certain U.S.-related financial intermediaries, unless you are an exempt recipient. Backup
withholding may apply to such payments if you fail to (i) provide a taxpayer identification number or (ii) certify that you are
not subject to backup withholding. U.S. Holders who are required to establish their exemption from backup withholding must provide
such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application
of the United States information reporting and backup withholding rules.



Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability
provided the required information is timely furnished to the Internal Revenue Service.



Certain U.S. Holders who hold “specified foreign financial
assets,” including shares of a non-U.S. corporation that are not held in an account maintained by a U.S. “financial
institution,” the aggregate value of which exceeds $50,000 (or other applicable amount) during the tax year, may be required
to attach to their tax returns for the year IRS Form 8938 containing certain specified information.



Medicare Tax



Certain U.S. Holders that are individuals, estates or trusts will
be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include all or
a portion of their dividends and net gains from the disposition of shares. If you are a U.S. Holder that is an individual, estate
or trust, you should consult your tax advisors regarding the applicability of this tax to your income and gains in respect of your
investment in the A ordinary shares.

91







F. Dividends and Paying Agents



Not applicable.



G. Statement by Experts



Not applicable.



H. Documents on Display



Publicly filed documents concerning our company which are referred
to in this annual report may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549. Copies of these materials can also be obtained from the Public Reference Room at the Commission’s
principal office, 100 F Street, N.E., Washington D.C. 20549, after payment of fees at prescribed rates.



The Commission maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding registrants that make electronic filings through its
Electronic Data Gathering, Analysis, and Retrieval, or EDGAR, system. We have made all our filings with the Commission using the
EDGAR system.



I. Subsidiary Information



For more information on our subsidiaries, please see “Part
I — Item 4. Information on the Company — C. Organizational Structure.”



ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



We are exposed to financial risks, including interest rate risk,
foreign currency risk and equity risk:



Interest Rate Risk



We are exposed to interest rate risk because our subsidiaries borrow
funds at both fixed and floating interest rates. The risk is managed by maintaining an appropriate mix between fixed, capped
and floating rate borrowings, and by the use of interest rate swap contracts and forward interest rate contracts. Hedging activities
are evaluated to align with interest rate views to ensure the most cost effective hedging strategies are applied.



We entered into an interest rate swap contract in fiscal 2012
related to our borrowings with an interest cap with a notional value of $100 million. Two written floor contracts each with $100
million notional value were also entered into in fiscal 2012. The effect of these instruments, which are still valid, in combination
is that the maximum cash outflow is 6% although the written floors mean that should market rates fall below the floor rate, then
the interest charged would be twice the floor rate, although never exceeding 6%.



Under the interest swap contracts, we have agreed to exchange the
difference between fixed and floating rate interest amounts calculated on an agreed notional principal amount. Such contracts enable
us to mitigate the risk of changing interest rates on the cash flow of issued variable rate debt. The fair value of interest rate
derivatives which comprise derivatives at fair value through profit and loss is determined at the present value of future cash
flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.



Foreign Currency Risk



We operate throughout the world with significant operations in India,
the British Isles, the United States and the United Arab Emirates. As a result, we face both translation and transaction currency
risks which are principally mitigated by matching foreign currency revenues and costs wherever possible.



A majority of our revenues are denominated in U.S. dollars, Indian
Rupees and British Pounds Sterling, which are matched where possible to our costs so that these act as an automatic hedge against
foreign currency exchange movements.



We have to date not entered into any currency hedging transactions,
and we have managed foreign currency exposure to date by seeking to match foreign currency inflows and outflows to the extent possible.



92







A uniform decrease of 10% in exchange rates against all foreign
currencies in position as of March 31, 2015 would have decreased our net income by approximately $1.7 million. An equal
and opposite impact would be experienced in the event of an increase by a similar percentage. Our sensitivity to foreign currency
has increased during the year ended March 31, 2015 as a result of an increase in the percentage of liabilities denominated in
foreign currency over the comparative period. As of March 31, 2015, 45% of our borrowings are denominated in foreign currency.



In management’s opinion, the sensitivity analysis is not representative
of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during
the year.



Equity Risk



We are exposed to market risk relating to changes in the market
value of our investments, which we hold for purposes other than trading. We invest in equity instruments of private companies
for operational and strategic business reasons. These securities are subject to significant fluctuations in fair market value
due to volatility in the industries in which they operate. As at March 31, 2015, the aggregate value of all such equity investments
was $29.9 million. For further discussion of our investments see Note 16 to our audited Consolidated Financial Statements appearing
elsewhere in this Annual Report.



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



A. Debt Securities



Not applicable.



B. Warrants and Rights



Not applicable.



C. Other Securities



Not applicable.



D. American Depository Shares



Not applicable.



93





PART II



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



None.



ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS



Not applicable.



ITEM 15. CONTROLS AND PROCEDURES



As required by Rules 13a-15(e) and
15d-15(e) under the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer and Chief Financial
Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.
Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed
in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the rules and forms of the Commission. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding our required disclosure.



Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer have concluded that, as at March 31, 2015, our disclosure controls and procedures were
effective and provide a reasonable level of assurance.



Management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.



Internal control over financial reporting refers to a
process designed by, or under the supervision of, our Group Chief Executive Officer and Group Chief Financial Officer and effected
by our Board of Directors, management and other personnel, to provide reasonable assurance to our management and Board of Directors
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:

| | · | pertain
                                         to the maintenance of records that in reasonable detail accurately and fairly reflect
                                         the transactions and dispositions of our assets;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | provide
                                         reasonable assurance that transactions are recorded as necessary to permit preparation
                                         of financial statements in accordance with generally accepted accounting principles,
                                         and that our receipts and expenditures are being made only in accordance with authorizations
                                         of our management and members of our Board of Directors; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | provide
                                         reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
                                         use, or disposition of our assets that could have a material effect on our financial
                                         statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent limitations, internal control
over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.



Management assessed
the effectiveness of internal control over financial reporting as at March 31, 2015, based on the criteria established in
2013Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on the above criteria, and as a result of this assessment, management concluded that, as at March 31,
2015, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles.



This annual report does not include an attestation report
of our independent registered public accounting firm regarding internal controls over financial reporting because the Jumpstart
Our Business Startups Act provides an exemption from such requirement as we qualify as an emerging growth company.



In preparing the consolidated financial statements for our
fiscal 2014 Annual Report, a significant deficiency in our internal control over financial control was identified regarding
the accuracy of checks received pending deposit with banks. This was remedied immediately and not subsequently identified as
a deficiency in fiscal 2015.  During the period covered by this report, with the exception of the changes to remedy our
internal control over checks received pending deposit with banks,no changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act),
have occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



94







ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT



Our Audit Committee members are Messrs. Dilip Thakkar (Chairman)
and Naresh Chandra. Each of Messrs. Thakkar and Chandra are an independent director pursuant to the applicable rules of the Commission
and the NYSE. See “Part I — Item 6. Directors, Senior Management and Employees — A. Directors and Executive Officers”
for the experience and qualifications of the members of the Audit Committee. Our Board of Directors has determined that Mr. Thakkar
qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F.



ITEM 16B. CODE OF ETHICS



We have adopted a written Code of Business Ethics and Conduct that
is applicable to all of our directors, senior management and employees. We have posted the code on our website at www.erosplc.com.
Information contained in our website does not constitute a part of this annual report. We will also make available a copy of the
Code of Business Ethics and Conduct to any person, without charge, if a written request is made to Investor Relations at our offices
at 13 Manchester Square, London W1 U3PP, United Kingdom.



ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Principal Accountant Fees and Services



Grant Thornton India LLP has served as our independent public accountant
for the fiscal years ended March 31, 2015, 2014 and 2013. The following table shows the fees we paid or accrued for the audit
and other services provided by Grant Thornton India LLP and associated entities for the years ended March 31, 2015, 2014
and 2013.



|                   |  | Fiscal |        
|------------------ |  | ------ | -------
|                   |  | 2015   |        
|Audit fees         |  | $      | 709,000
|Audit-related fees |  |        | —      
|Tax fees           |  |        | 38,000 



Notes:



Audit fees. This category consists of fees billed for the
audit of financial statements, quarterly review of financial statements and other audit services, which are normally provided by
the independent auditors in connection with statutory and accounting matters that arose during, or as a result of, the audit or
the review of interim financial statements and include the group audit; comfort letters and consents; attest services; and assistance
with and review of documents filed with the Commission.



Audit-related fees. This category consists of fees billed
for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements
or that are traditionally performed by the external auditor, and include service tax certifications.



Tax fees.This category includes fees billed for tax audits.



Audit Committee Pre-approval Process



Our Audit Committee reviews and pre-approves the scope and the
cost of all audit and permissible non-audit services performed by our independent auditor. All of the services provided by Grant
Thornton India LLP and associated entities during the last fiscal year have been pre-approved by our Audit Committee.



ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



As permitted by the rules of the U.S. Securities and Exchange Commission,
our audit committee is currently comprised of two non-executives. We believe that our reliance on this exemption from the
listing standards for audit committees does not materially adversely affect the ability of our audit committee to act independently.



ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS



Neither we, nor any affiliated purchaser, made any purchase of our
equity securities in fiscal 2015.



ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT



Not applicable.



95





ITEM 16G. CORPORATE GOVERNANCE



We have posted our Corporate Governance Guidelines on our website
at www.erosplc.com. Information contained on our website does not constitute a part of this annual report.



The table below summarizes the composition
of our committees during the year.



|                    |  | AuditCommittee |  | RemunerationCommittee |  | NominationCommittee
|------------------- |  | -------------- |  | --------------------- |  | -------------------
|                    |  |                |  |                       |  |                    
|Naresh Chandra      |  | Member         |  | Chairman              |  | Chairman           
|Dilip Thakkar       |  | Chairman       |  | Member                |  | Member             
|Michael Kirkwood(1) |  | Member         |  | Member                |  | Member             
|Greg Coote(2)       |  | —              |  | Member                |  | —                  



(1) Mr. Kirkwood ceased being a Director and a member of any committees
on December 1, 2014.

(2) Mr. Coote passed away whilst in office in June 2014.



Each of Mssrs. Chandra and Thakkar satisfies the
“independence” requirements of the NYSE listing standards and the “independence” requirements of Rule
10A-3 of the Exchange Act. Mssrs. Kirkwood and Coote also satisfied these requirements during their  tenure.



As our shares are listed on the NYSE,
we are subject to the NYSE listing standards. We believe that our corporate governance practices do not differ in any significant
way from those required to be followed by issuers incorporated in the United States under the NYSE listing standards, except that
the Dodd-Frank Wall Street Reform and Consumer Protection Act generally provides shareholders of United States public companies
with the right to cast three types of votes: (i) an advisory vote to approve the compensation of the named executive officers,
(ii) an advisory vote on the frequency with which shareholders should be entitled to cast votes on the company’s executive
compensation, and (iii) an advisory vote to approve certain payments made in connection with an acquisition, merger or other specified
corporate transaction. We, as a foreign private issuer, are not subject to these requirements and we do not adopt any such voting
practices.



As a foreign private issuer, we are exempt from the rules under
the Exchange Act governing the furnishing and content of proxy statements, and our directors, senior management and principal shareholders
are exempt from the reporting and “short-swing profit” recovery provisions contained in Section 16 of the Exchange
Act.



ITEM 16H. MINE SAFETY DISCLOSURE



Not applicable.



96







PART III



ITEM 17. FINANCIAL STATEMENTS



See “Part III — Item 18. Financial Statements”
for a list of our consolidated financial statements included elsewhere in this annual report.



ITEM 18. FINANCIAL STATEMENTS



The following statements are filed as part of this annual report,
together with the report of the independent registered public accounting firm:



|· | Report of Independent Registered Public Accounting Firm Grant Thornton India LLP                 
|- | -------------------------------------------------------------------------------------------------
|  |                                                                                                  
|· | Consolidated Statements of Financial Position as at March 31, 2015 and 2014                      
|  |                                                                                                  
|· | Consolidated Statements of Income for the years ended March 31, 2015, 2014 and 2013              
|  |                                                                                                  
|· | Consolidated Statements of Comprehensive Income for the years ended March 31, 2015, 2014 and 2013
|  |                                                                                                  
|· | Consolidated Statements of Changes in Equity for the years ended March 31, 2015, 2014 and 2013   
|  |                                                                                                  
|· | Consolidated Statements of Cash Flows for the years ended March 31, 2015, 2014 and 2013          
|  |                                                                                                  
|· | Notes to Consolidated Financial Statements                                                       



97









|ITEM 19. | EXHIBITS
|-------- | --------



|ExhibitNumber |  | Title                                                                                                                                                                                                                                                       | 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|1.1           |  | Memorandum of Association                                                                                                                                                                                                                                  
|1.2           |  | Articles of Association                                                                                                                                                                                                                                    
|2.1           |  | Form of A Share Certificate                                                                                                                                                                                                                                
|4.1           |  | Relationship Agreement, between Eros International Media Limited, the Company and Eros Worldwide FZ-LLC, dated December 16, 2009                                                                                                                           
|4.2           |  | Shareholders’ Agreement, between Eros Multimedia Private Limited and the Group and Big Screen Entertainment Private Limited, dated January 13, 2007                                                                                                        
|4.3           |  | Shareholders’ Agreement for Ayngaran International Limited, dated July 11, 2007                                                                                                                                                                            
|4.4           |  | Employment Agreement of Sunil Lulla as Executive Vice Chairman of Eros International Medial Limited, dated September 29, 2009                                                                                                                              
|4.5           |  | Service Agreement of Andrew Heffernan as Chief Financial Officer, date June 27, 2006                                                                                                                                                                       
|4.6           |  | Service Agreement of Kishore Lulla as Chairman and Chief Executive Officer, dated June 27, 2006                                                                                                                                                            
|4.7           |  | Service Agreement of Vijay Ahuja as Vice Chairman and President (International), dated June 27, 2006                                                                                                                                                       
|4.8           |  | Rules of the Eros International Plc Bonus Share Plan Unapproved Option Scheme 2006, dated May 17, 2006                                                                                                                                                     
|4.9           |  | Credit Facility, between Eros International Plc, Citibank, N.A., London Branch, Lloyds TSB Bank Plc and the Royal Bank of Scotland Plc, with Lloyds TSB Bank Plc as Facility Agent, in the original principal amount of $125 million, dated January 5, 2012
|4.10          |  | Increase Confirmation, from UBS AG, Singapore Branch, to Lloyds TSB Bank Plc as Facility Agent and Eros International Plc, dated January 12, 2012                                                                                                          
|4.11          |  | IPO Plan Form of Option Agreement                                                                                                                                                                                                                          
|4.12          |  | Eros International Media Pvt. Ltd. ESOP 2009                                                                                                                                                                                                               
|4.13          |  | Form of Joint Share Ownership Deed Measured By Total Share Return                                                                                                                                                                                          
|4.14          |  | Form of Joint Share Ownership Deed Measured By Super Total Share Return                                                                                                                                                                                    
|4.15          |  | Form of Joint Share Ownership Deed Measured By Earnings Per Share                                                                                                                                                                                          
|4.16          |  | Employee Benefit Trust Deed                                                                                                                                                                                                                                
|4.17          |  | Form of Option Agreement for Option Awards approved April 17, 2012                                                                                                                                                                                         
|4.18          |  | Service Agreement of Jyoti Deshpande as Group Chief Executive Officer and Managing Director of Eros International Plc, dated September 5, 2013                                                                                                             
|4.19          |  | Employment Agreement of Jyoti Deshpande as Executive Director of Eros International Media Limited, dated August 29, 2013                                                                                                                                   
|4.20          |  | Service Agreement of Jyoti Deshpande as Chief Executive Officer of Eros International Limited, dated September 1, 2013                                                                                                                                     
|4.21          |  | Service Agreement of Vijay Ahuja as Executive Director of Eros International Pte Ltd, dated April 1, 2013                                                                                                                                                  
|4.22          |  | Service Agreement of Pranab Kapadia as President – Europe & Africa of Eros International Ltd., dated December 1, 2007                                                                                                                                      
|4.23          |  | Form of Increase Confirmation, from HSBC Bank Plc to Lloyds TSB Bank Plc as Facility agent and Eros International Plc, dated July 31, 2013                                                                                                                 
|4.24          |  | Service Agreement of Prem Parameswaran as Chief Financial Officer and President of North America, dated May 26, 2015                                                                                                                                       



98







|4.25  |  | Service Agreement of Rishika Lulla Singh as Chief Executive Officer – Eros Digital FZ LLC, dated July 3, 2015                                                           
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.26  |  | Service Agreement of David Maisel as Non-Executive Director, dated February 13, 2015                                                                                    
|4.27  |  | Service Agreement of Rajeev Misra as Non-Executive Director, dated June 17, 2015                                                                                        
|4.28  |  | Form of 2014 Option Agreement for Option Awards                                                                                                                         
|4.29  |  | Form of 2015 Option Agreement for Option Awards                                                                                                                         
|4.30  |  | Trust Deed constituting the £50 million 6.50% Bonds due 2021, dated October 15, 2014                                                                                    
|4.31  |  | Amended Credit Agreement, between Eros International Plc, Citibank, N.A., London Branch, Lloyds TSB Bank Plc and the Royal Bank of Scotland Plc, dated February 12, 2015
|8.1   |  | Subsidiaries of Eros International Plc                                                                                                                                  
|12.1* |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                       
|12.2* |  | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                       
|13.1* |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350                                                                                         
|13.2* |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350                                                                                         
|15.1  |  | Consent to Use of Federation of Indian Chambers of Commerce and Industry – KPMG Indian Media and Entertainment Industry Reports                                         




|* | Filed with this Amendment No. 1 on Form 20-F/A.
|- | -----------------------------------------------





99









SIGNATURE

The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this
Amendment No. 1 to its Annual Report on its behalf.



|                             
|-----------------------------
|EROS INTERNATIONAL PLC       
|                             
|                             
|/s/ Jyoti Deshpande          
|Jyoti Deshpande              
|Group Chief Executive Officer

Date: August 20, 2015





100





EROS INTERNATIONAL PLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm Grant Thornton India LLP                  | F-2 
|------------------------------------------------------------------------------------------------- | ----
|Consolidated Statement of Financial Position as of March 31, 2015 and 2014                        | F-3 
|Consolidated Statements of  Income for the Years Ended March 31,
    2015, 2014 and 2013          | F-4 
|Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2015, 2014 and 2013 | F-5 
|Consolidated Statements of Cash Flows for the Years Ended March 31, 2015, 2014 and 2013           | F-6 
|Consolidated Statements of Changes in Equity for the Years Ended March 31, 2015, 2014 and 2013    | F-7 
|Notes to the Consolidated Financial Statements                                                    | F-10



F-1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



Board of Directors and Shareholders

Eros International PLC

We have audited the accompanying consolidated
statements of financial position of Eros International PLC and subsidiaries (the “Company”) as of March 31, 2015 and
2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the
three years in the period ended March 31, 2015. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not
engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Eros International PLC and subsidiaries
as of March 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period
ended March 31, 2015, in conformity with International Financial Reporting Standards, as issued by the International Accounting
Standards Board.



/s/ Grant Thornton India LLP



Mumbai, India

July 8, 2015



F-2





EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT MARCH 31, 2015 AND 2014



|                                                                |  |      |    |  | As at March 31 |  
|--------------------------------------------------------------- |  | ---- | -- |  | -------------- | -
|                                                                |  | Note |    |  | 2015           |  
|                                                                |  |      |    |  | (in thousands) |  
|ASSETS                                                          |  |      |    |  |                |  
|Non-current assets                                              |  |      |    |  |                |  
|Property, plant and equipment                                   |  |      | 12 |  |                | $
|Goodwill                                                        |  |      | 13 |  |                |  
|Intangible assets — trade name                                  |  |      | 13 |  |                |  
|Intangible assets — content                                     |  |      | 14 |  |                |  
|Intangible assets — others                                      |  |      | 15 |  |                |  
|Available-for-sale financial assets                             |  |      | 16 |  |                |  
|Trade and other receivables                                     |  |      | 18 |  |                |  
|Restricted deposits held with banks                             |  |      |    |  |                |  
|Deferred tax assets                                             |  |      | 10 |  |                |  
|Total non-current assets                                        |  |      |    |  |                | $
|                                                                |  |      |    |  |                |  
|Current assets                                                  |  |      |    |  |                |  
|Inventories                                                     |  |      | 17 |  |                | $
|Trade and other receivables                                     |  |      | 18 |  |                |  
|Current tax receivable                                          |  |      |    |  |                |  
|Cash and cash equivalents                                       |  |      | 20 |  |                |  
|Restricted deposits held with banks                             |  |      |    |  |                |  
|Total current assets                                            |  |      |    |  |                |  
|                                                                |  |      |    |  |                |  
|Total assets                                                    |  |      |    |  |                | $
|                                                                |  |      |    |  |                |  
|LIABILITIES                                                     |  |      |    |  |                |  
|Current liabilities                                             |  |      |    |  |                |  
|Trade and other payables                                        |  |      | 19 |  |                | $
|Short-term borrowings                                           |  |      | 22 |  |                |  
|Current tax payable                                             |  |      |    |  |                |  
|Total current liabilities                                       |  |      |    |  |                | $
|                                                                |  |      |    |  |                |  
|Non-current liabilities                                         |  |      |    |  |                |  
|Long-term borrowings                                            |  |      | 22 |  |                | $
|Other long term liabilities                                     |  |      |    |  |                |  
|Derivative financial instruments                                |  |      | 23 |  |                |  
|Deferred tax                                                    |  |      | 10 |  |                |  
|Total non-current liabilities                                   |  |      |    |  |                | $
|                                                                |  |      |    |  |                |  
|Total liabilities                                               |  |      |    |  |                | $
|                                                                |  |      |    |  |                |  
|EQUITY                                                          |  |      |    |  |                |  
|Share capital                                                   |  |      | 24 |  |                | $
|Share premium                                                   |  |      |    |  |                |  
|Reserves                                                        |  |      |    |  |                |  
|Other components of equity                                      |  |      | 27 |  |                |  
|JSOP reserve                                                    |  |      | 26 |  |                |  
|Equity attributable to equity holders of Eros International Plc |  |      |    |  |                | $
|                                                                |  |      |    |  |                |  
|Non-controlling interests                                       |  |      |    |  |                |  
|Total equity                                                    |  |      |    |  |                | $
|Total liabilities and shareholder’s equity                      |  |      |    |  |                | $



The accompanying notes form an integral part
of these financial statements.



F-3





EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED MARCH 31, 2015,
2014 AND 2013



|                                         |  |      |    |  | Year ended March 31                      |  
|---------------------------------------- |  | ---- | -- |  | ---------------------------------------- | -
|                                         |  | Note |    |  | 2015                                     |  
|                                         |  |      |    |  | (in thousands, except per share amounts) |  
|Revenue                                  |  |      | 4  |  |                                          | $
|Cost of sales                            |  |      |    |  |                                          |  
|Gross profit                             |  |      |    |  |                                          |  
|Administrative costs                     |  |      |    |  |                                          |  
|Operating profit                         |  |      |    |  |                                          |  
|Financing costs                          |  |      | 7  |  |                                          |  
|Finance income                           |  |      | 7  |  |                                          |  
|Net finance costs                        |  |      | 7  |  |                                          |  
|Other losses                             |  |      | 8  |  |                                          |  
|Profit before tax                        |  |      |    |  |                                          |  
|Income tax expense                       |  |      | 9  |  |                                          |  
|Profit for the year                      |  |      |    |  |                                          | $
|Attributable to:                         |  |      |    |  |                                          |  
|Equity holders of Eros International Plc |  |      |    |  |                                          | $
|Non-controlling interest                 |  |      |    |  |                                          |  
|                                         |  |      |    |  |                                          | $
|Earnings per share (cents)               |  |      |    |  |                                          |  
|Basic earnings per share                 |  |      | 11 |  |                                          |  
|Diluted earnings per share               |  |      | 11 |  |                                          |  



The accompanying notes form an integral part
of these financial statements.



F-4





EROS INTERNATIONAL PLCCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED MARCH 31, 2015,
2014 AND 2013



|                                                                                                  |      |  | Year ended March 31                     
|------------------------------------------------------------------------------------------------- | ---- |  | ----------------------------------------
|                                                                                                  | Note |  | 2015                                    
|                                                                                                  |      |  | (in thousands, except per share amounts)
|Profit for the year                                                                               |      |  | $                                       
|Other comprehensive (loss)                                                                        |      |  |                                         
|Items that will not be subsequently reclassified to profit or loss                                |      |  |                                         
|Revaluation of property                                                                           |      |  |                                         
|                                                                                                  |      |  |                                         
|Items that will be subsequently reclassified to profit or loss                                    |      |  |                                         
|Exchange differences on translating foreign operations                                            |      |  |                                         
|Reclassification of cash flow hedge to income statement                                           |      |  |                                         
|Reclassification of impairment loss on available-for-sale
    financial asset to income statement |      |  |                                         
|Total other comprehensive (loss) for the year                                                     |      |  | $                                       
|Total comprehensive income for the year, net of tax                                               |      |  | $                                       
|                                                                                                  |      |  |                                         
|Attributable to                                                                                   |      |  |                                         
|Equity holders of Eros International Plc                                                          |      |  |                                         
|Non-controlling interests                                                                         |      |  |                                         



The accompanying notes form an integral part
of these financial statements.



F-5





EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2015,
2014 AND 2013



|                                                                                                    |  |      |    | Year ended March 31
|--------------------------------------------------------------------------------------------------- |  | ---- | -- | -------------------
|                                                                                                    |  | Note |    | 2015               
|                                                                                                    |  |      |    | (in thousands)     
|Cash flow from operating activities                                                                 |  |      |    |                    
|Profit before tax                                                                                   |  |      |    |                    
|Adjustments for:                                                                                    |  |      |    |                    
|Depreciation                                                                                        |  |      | 12 |                    
|Share based payment                                                                                 |  |      | 25 |                    
|Amortization of intangible film and content rights                                                  |  |      | 14 |                    
|Amortization of other intangible assets                                                             |  |      | 15 |                    
|Other non-cash items                                                                                |  |      | 28 |                    
|Net finance costs                                                                                   |  |      | 7  |                    
|Movement in trade and other receivables                                                             |  |      |    |                    
|Movement in inventories                                                                             |  |      |    |                    
|Movement in trade and other payables                                                                |  |      |    |                    
|(Gain)/loss on sale of property, plant and equipment                                                |  |      |    |                    
|Cash generated from operations                                                                      |  |      |    |                    
|Interest paid                                                                                       |  |      |    |                    
|Income taxes paid                                                                                   |  |      |    |                    
|Net cash generated from operating activities                                                        |  |      |    |                    
|                                                                                                    |  |      |    |                    
|Cash flows from investing activities                                                                |  |      |    |                    
|Advance given to an undertaking                                                                     |  |      | 37 |                    
|Purchase of property, plant and equipment                                                           |  |      |    |                    
|Proceeds from disposal of property, plant and equipment                                             |  |      |    |                    
|Investment in restricted deposits held with banks                                                   |  |      |    |                    
|Purchase of intangible film rights and related content                                              |  |      |    |                    
|Purchase of other intangible assets                                                                 |  |      |    |                    
|Interest received                                                                                   |  |      |    |                    
|Net cash used in investing activities                                                               |  |      |    |                    
|                                                                                                    |  |      |    |                    
|Cash flows from financing activities                                                                |  |      |    |                    
|Proceeds from issue of share capital, net of transaction costs                                      |  |      |    |                    
|Proceeds from issue of shares by subsidiary                                                         |  |      |    |                    
|Proceeds from issue out of treasury shares                                                          |  |      |    |                    
|Proceeds from disposal of subsidiary shares                                                         |  |      |    |                    
|Dividend paid to non-controlling interests                                                          |  |      |    |                    
|Repayment of short term debt with maturity less than three months (net)                             |  |      |    |                    
|Proceeds from short term borrowings                                                                 |  |      |    |                    
|Repayment of short term borrowings                                                                  |  |      |    |                    
|Proceeds from long term borrowings, net of transaction costs of $1,909
    (2014: $Nil, 2013: $Nil) |  |      |    |                    
|Repayment of long term borrowings                                                                   |  |      |    |                    
|Net cash generated from financing activities                                                        |  |      |    |                    
|Net increase/(decrease)increase in cash and cash equivalents                                        |  |      |    |                    
|                                                                                                    |  |      |    |                    
|Effects of exchange rate changes on cash and cash equivalents                                       |  |      |    |                    
|Cash and cash equivalents at beginning of year                                                      |  |      |    |                    
|Cash and cash equivalents at the end of year                                                        |  |      |    |                    



The accompanying notes form an integral part
of these financial statements.



F-6





EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED MARCH 31, 2015



|                                                                                           |                   |        |                           |   | Other components of equity       |   | Reserves                            |         |                         |   |                     |  |                                 |       |                    |  
|------------------------------------------------------------------------------------------ | ----------------- | ------ | ------------------------- | - | -------------------------------- | - | ----------------------------------- | ------- | ----------------------- | - | ------------------- |  | ------------------------------- | ----- | ------------------ | -
|                                                                                           | Share
    capital |        | Share
    premium account |   | Currency
    translation reserve |   | Available
     for sale investments |         | Revaluation
    reserve |   | Hedging
    reserve |  | Reverse
    acquisition reserve |       | Merger
    reserve |  
|                                                                                           | (in thousands)    |       
|                                                                                           |                   |       
|Balance as of April 1,
    2014                                                            | $                 | 26,322 |                           | $ | 223,333                          |   | $                                   | (43,858 | )                       | $ | 5,802               |  | $                               | 1,528 |                    | $
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Profit for the year                                                                        |                   | —      |                           |   | —                                |   |                                     | —       |                         |   | —                   |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Other
    comprehensive income/(loss) for the year                                         |                   | —      |                           |   | —                                |   |                                     | (6,190  | )                       |   | 820                 |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Total comprehensive
    income/(loss) for the year                                         |                   | —      |                           |   | —                                |   |                                     | (6,190  | )                       |   | 820                 |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Issue of shares, net of
    transaction costs of $6,057 (refer Note 24)                    |                   | 4,026  |                           |   | 106,001                          |   |                                     | —       |                         |   | —                   |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Issue out of treasury shares
    (refer Note 26)                                           |                   | —      |                           |   | (143                             | ) |                                     | —       |                         |   | —                   |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Share based compensation                                                                   |                   | 274    |                           |   | 16,194                           |   |                                     | —       |                         |   | —                   |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Changes
    in ownership interests in subsidiaries that do not result in a loss of control |                   | —      |                           |   | —                                |   |                                     | —       |                         |   | —                   |  |                                 | —     |                    |  
|                                                                                           |                   |        |                           |   |                                  |   |                                     |         |                         |   |                     |  |                                 |       |                    |  
|Balance as of
    March 31, 2015                                                           | $                 | 30,622 |                           |   | 345,385                          |   |                                     | (50,048 | )                       |   | 6,622               |  |                                 | 1,528 |                    |  





The accompanying notes form an integral part
of these financial statements.



F-7





EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED MARCH 31, 2014



|                                                                                       |                |        |                       |   | Other components of equity   |  | Reserves                        |         |                     |   |                 |  |                             |       |                |  
|-------------------------------------------------------------------------------------- | -------------- | ------ | --------------------- | - | ---------------------------- |  | ------------------------------- | ------- | ------------------- | - | --------------- |  | --------------------------- | ----- | -------------- | -
|                                                                                       | Share capital  |        | Share premium account |   | Currency translation reserve |  | Available  for sale investments |         | Revaluation reserve |   | Hedging reserve |  | Reverse acquisition reserve |       | Merger reserve |  
|                                                                                       | (in thousands) |       
|Balance as of April 1, 2013                                                            | $              | 22,653 |                       | $ | 159,547                      |  | $                               | (32,742 | )                   | $ | 5,802           |  | $                           | 1,528 |                | $
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Profit for the year                                                                    |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Other comprehensive income/(loss) for the year                                         |                | —      |                       |   | —                            |  |                                 | (11,116 | )                   |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Total comprehensive income/(loss) for the year                                         |                | —      |                       |   | —                            |  |                                 | (11,116 | )                   |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Issue of shares (refer Note 24)                                                        |                | 3,437  |                       |   | 47,171                       |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Dividend paid by a subsidiary                                                          |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Share based compensation                                                               |                | 232    |                       |   | 16,615                       |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Changes in ownership interests in subsidiaries that do not result in a loss of control |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Balance as of March 31, 2014                                                           | $              | 26,322 |                       | $ | 223,333                      |  | $                               | (43,858 | )                   | $ | 5,802           |  | $                           | 1,528 |                | $



The accompanying notes form an integral part
of these financial statements.



F-8





EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED MARCH 31, 2013



|                                                                                       |                |        |                       |   | Other components of equity   |  | Reserves                        |         |                     |   |                 |  |                             |       |                |  
|-------------------------------------------------------------------------------------- | -------------- | ------ | --------------------- | - | ---------------------------- |  | ------------------------------- | ------- | ------------------- | - | --------------- |  | --------------------------- | ----- | -------------- | -
|                                                                                       | Share capital  |        | Share premium account |   | Currency translation reserve |  | Available  for sale investments |         | Revaluation reserve |   | Hedging reserve |  | Reverse acquisition reserve |       | Merger reserve |  
|                                                                                       | (in thousands) |       
|Balance as of April 1, 2012                                                            | $              | 21,687 |                       | $ | 135,008                      |  | $                               | (20,534 | )                   | $ | 5,802           |  | $                           | 233   |                | $
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Profit for the year                                                                    |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Other comprehensive income/(loss) for the year                                         |                | —      |                       |   | —                            |  |                                 | (12,208 | )                   |   | —               |  |                             | 1,295 |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Total comprehensive income/(loss) for the year                                         |                | —      |                       |   | —                            |  |                                 | (12,208 | )                   |   | —               |  |                             | 1,295 |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Issues of shares to wholly owned trust (Refer Note 24)                                 |                | 966    |                       |   | 24,539                       |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Dividend paid by a subsidiary                                                          |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Share based compensation                                                               |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Changes in ownership interests in subsidiaries that do not result in a loss of control |                | —      |                       |   | —                            |  |                                 | —       |                     |   | —               |  |                             | —     |                |  
|                                                                                       |                |        |                       |   |                              |  |                                 |         |                     |   |                 |  |                             |       |                |  
|Balance as of March 31, 2013                                                           | $              | 22,653 |                       | $ | 159,547                      |  | $                               | (32,742 | )                   | $ | 5,802           |  | $                           | 1,528 |                | $



The accompanying notes form an integral part
of these financial statements.



F-9





EROS INTERNATIONAL PLC
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS



|1 | NATURE OF OPERATIONS, GENERAL INFORMATION AND BASIS OF PREPARATION
|- | ------------------------------------------------------------------



Eros International Plc (“Eros” or the “Company”)
and its subsidiaries’ (together with Eros, the “Group”) principal activities include the acquisition, co-production
and distribution of Indian films and related content. Eros International Plc is the Group’s ultimate parent company. It
is incorporated and domiciled in the Isle of Man. The address of Eros International Plc’s registered office is Fort Anne,
Douglas, Isle of Man IM1 5PD. On July 9, 2014, Eros completed a follow-on offering of ‘A’ ordinary 6,787,445
shares on the New York Stock Exchange (“NYSE”) at a price of $14.50 per share to the public, raising $92.3 million in
new capital, net of transaction costs of $6.1 million (refer to Note 24).



The consolidated financial statements of the Group have been prepared
in accordance with International Financial Reporting Standards (“IFRSs”), as issued by the International Accounting
Standards Board. The financial statements have been prepared under the historical cost convention on a going concern basis, with
the exception of revaluation of certain properties and certain financial instruments.



The Group’s accounting policies as set out below have been
applied consistently throughout the Group to all the periods presented, unless otherwise stated. The functional currency of Eros
is U.S. Dollars. The presentation currency of the Group is U.S. Dollars as this is the currency that the majority of its funding
and transactions are denominated in. A significant proportion of the Group’s trading is denominated in India Rupee (“INR”).
However, the Group’s major financial liabilities are denominated in U.S. Dollars and Eros is listed on the NYSE, an international
financial market, so the Group continues to use U.S. Dollars as its presentation currency.



The financial statements for the year ended March 31, 2015
were approved by the Eros Board of Directors and authorized for issue on July 8, 2015.



|2 | GOING CONCERN
|- | -------------



The Group meets its day to day working capital requirements and
funds its investment in content through a variety of banking arrangements and cash generated from operations. Under the terms
of such banking arrangements the Group is able to draw down in the local currencies of its operating businesses. The net foreign
currency monetary assets and liabilities position at March 31, 2015 and 2014 are shown in Note 29.



The borrowings (as set out in Note 22) are subject to individual
covenants which vary but include provisions such as a fixed charge over certain assets, total available facilities against statement
of financial position value, net debt against earnings before interest, income, tax expense, depreciation, certain impairments
and amortization (“EBITDA”), certain financial ratios (such as a leverage ratio and fixed cover ratio), and a negative
pledge that restricts the Group’s ability to incur liens, security interests or similar encumbrances or arrangements on
its assets. The Group is cash generating before capital expenditures and is in full compliance with the covenants contained
in its existing debt facilities.



The Group is exposed to uncertainties arising from the global economic
climate and also in the markets in which it operates. Market conditions could lead to lower than anticipated demand for the Group’s
products and services and exchange rate volatility could also impact reported performance. Management has considered the
impact of these and other uncertainties and factored them into their financial forecasts and assessment of covenant headroom.
The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance (and available
mitigating actions), show that the Group will be able to operate within the expected limits of the facilities and provide headroom
against the covenants for the foreseeable future. For this reason, Management continues to adopt the going concern basis in preparing
the financial statements.



|3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|- | ------------------------------------------



|3.1. | Overall Considerations
|---- | ----------------------



The significant accounting policies that have been used in the
preparation of these consolidated financial statements are summarized below. Financial statements are subject to the application
of significant accounting estimates and judgments. These are summarized in Note 35.



F-10





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|3.2. | Basis of Consolidation
|---- | ----------------------



The Group financial statements consolidate results of the Company
and entities controlled by the Company and its subsidiary undertakings. Control exists when the Company has existing rights that
give the Company the current ability to direct the activities which affect the entity’s returns; the Company is exposed to
or has rights to a return which may vary depending on the entity’s performance; and the Company has the ability to use its
powers to affect its own returns from its involvement with the entity.



Unrealized gains on transactions between the Group and its subsidiaries
are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.



Business combinations are accounted for under
the purchase method. The purchase method involves the recognition at fair value of all identifiable assets and
liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they
were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and
liabilities of the subsidiary are included in the consolidated statement of financial position at their fair values, which
are also used as the bases for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated
after separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value
of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition.



Changes in controlling interest in a subsidiary that do not result
in gaining or losing control are not business combinations as defined by IFRS 3. The Group adopts the “equity transaction
method” which regards the transaction as a realignment of the interests of the different equity holders in the Group. Under
the equity transaction method an increase or decrease in the Group’s ownership interest is accounted for as follows:

| | · | the non-controlling component of equity is adjusted to reflect the non-controlling interest revised
share of the net carrying value of the subsidiaries net assets;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the difference between the consideration received or paid and the adjustment to non-controlling
interests is debited or credited to a different component of equity — merger reserves;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | no adjustment is made to the carrying amount of goodwill or the subsidiaries’ net assets
as reported in the consolidated financial statements; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | · | no gain or loss is reported in the income statement.
| | - | ----------------------------------------------------



|3.3. | Segment Reporting
|---- | -----------------



IFRS 8 Operating Segments (“IFRS 8”) requires
operating segments to be identified on the same basis as is used internally for the review of performance and allocation of resources
by the Group chief executive officer. The revenues of films are earned over various formats; all such formats are functional activities
of filmed entertainment and these activities take place on an integrated basis. The management team reviews the financial information
on an integrated basis for the Group as a whole, with respective heads of business for each region and in accordance with IFRS
8, the Company provides a geographical split as it considers that all activities fall within one segment of business which is
filmed entertainment. The management team also monitors performance separately for individual films or for at least 12 months
after the theatrical release. Certain resources such as publicity and advertising, and the cost of a film are also reviewed globally.



Eros has identified four geographic areas, consisting of its main
geographic areas (India, North America and Europe), together with the rest of the world.



|3.4. | Revenue
|---- | -------



Revenue is recognized, net of sales related taxes, when persuasive
evidence of an arrangement exists, the fees are fixed or determinable, the product is delivered or services have been rendered
and collectability is reasonably assured. The Group considers the terms of each arrangement to determine the appropriate accounting
treatment.



The following additional criteria apply in respect of various revenue
streams within filmed entertainment:

| | · | Theatrical — Contracted minimum guarantees are recognized on the theatrical release
date. The Group’s share of box office receipts in excess of the minimum guarantee is recognized at the point they are notified
to the Group.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Television — License fees received in advance which do not meet all the above criteria
are included in deferred income until the above criteria is met.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

F-11





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



| | · | Other — DVD, CD and video distribution revenue is recognized on the date the product
is delivered or if licensed in line with the above criteria. Provision is made for physical returns where applicable. Digital and
ancillary media revenues are recognized at the earlier of when the content is accessed or declared. Visual effects, production
and other fees for services rendered by the Group and overhead recharges are recognized in the period in which they are earned
and the stage of production is used to determine the proportion recognized in the period.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.5. | Goodwill
|---- | --------



Goodwill represents the excess of the consideration transferred
in a business combination over the fair value of the Group’s share of the identifiable net assets acquired. Goodwill is carried
at cost less accumulated impairment losses. Gain on bargain purchase is recognized immediately after acquisition in the consolidated
income statement.



|3.6. | Intangible Assets
|---- | -----------------



Non-Current Intangible assets acquired by the Group are stated at
cost less accumulated amortization less impairment loss, if any, except those acquired as part of a business combination, which
are shown at fair value at the date of acquisition less accumulated amortization less impairment loss, if any (film production
cost and content advances are transferred to film and content rights at the point at which content is first exploited). “Eros”
(the “Trade name”) is considered to have an indefinite life because of the institutional nature of the corporate brand name, its proven ability to maintain market leadership
and the Group’s commitment to develop, enhance and retain its value. The carrying value is reviewed at least annually for
impairment and adjusted to recoverable amount if required.



Content



Investments in films and associated rights, including acquired
rights and distribution advances in respect of completed films, are stated at cost less amortization less provision for impairment.
Costs include production costs, overhead and capitalized interest costs net of any amounts received from third party investors.
A charge is made to write down the cost of completed rights over the estimated useful lives, writing off more in year one which
recognizes initial income flows and then the balance over a period of up to nine years, except where the asset is not yet available
for exploitation. The average life of the assets is the lesser of 10 years or the remaining life of the content rights. The amortization
charge is recognized in the income statement within cost of sales. The determination of useful life is based upon Management’s
judgment and includes assumptions on the timing and future estimated revenues to be generated by these assets, which are summarized
in Note 35.3.



Others



Other intangible assets, which comprise internally generated and
acquired software used within the Group’s digital, home entertainment and internal accounting activities, are stated at cost
less amortization less provision for impairment. A charge is made to write down the cost of completed rights over the estimated
useful lives except where the asset is not yet available for exploitation. The average life of the assets is the lesser of 5 years
or the remaining life of the asset. The amortization charge is recognized in the income statement within administrative expenses.



Subsequent expenditure



Expenditure on capitalized intangible assets subsequent to the original
expenditure is included only when it increases the future economic benefits embodied in the specific asset to which it relates.



Internally generated assets



An internally generated intangible asset arising from the Group’s
software development activities that is expected to be completed is recognized only if all the following criteria are met:

| | · | an asset is created that can be identified (such as software and new processes);
| | - | --------------------------------------------------------------------------------

| | · | it is probable that the asset created will generate future economic benefits; and
| | - | ---------------------------------------------------------------------------------

| | · | the development cost can be measured reliably.
| | - | ----------------------------------------------

F-12





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



When these criteria are met and there are appropriate resources
to complete development, the expenditure is capitalized at cost. Where these criteria are not met development expenditure is recognized
as an expense in the period in which it is incurred. Internally generated intangible assets are amortized over their useful economic
life from the date that they start generating future economic benefits.



|3.7. | Impairment Testing of Goodwill, Other Intangible Assets and Property, Plant and Equipment.
|---- | ------------------------------------------------------------------------------------------



For the purposes of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are
tested individually for impairment and some are tested at the cash-generating unit level. Goodwill is allocated to those cash-generating
units that are expected to benefit from synergies of the related business combination and represent the lowest level within the
Group at which Management monitors the related cash flows.



Goodwill and Trade names are tested for impairment at least annually.
All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.



An impairment loss is recognized for the amount by which the asset’s
or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value,
reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. Impairment
losses recognized for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount
of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit.



Film and content rights are stated at the lower of
unamortized cost or estimated recoverable amounts. In accordance with IAS 36 Impairment of Assets, film content costs are assessed
for indication of impairment on a library basis as the nature of the Group’s business, the contracts it has in place and
the markets it operates in do not yet make an ongoing individual film evaluation feasible with reasonable certainty. Impairment
losses on content advances are recognized when film production does not seem viable and refund of the advance is not probable.



With the exception of goodwill, all assets are subsequently reassessed
for indications that an impairment loss previously recognized may no longer exist.



|3.8. | Property, Plant & Equipment
|---- | ---------------------------



Property, plant and equipment are stated at historical cost less
accumulated depreciation and impairment. Land and freehold buildings are shown at what Management believes to be their fair value,
based on, among other things, periodic but at least triennial valuations by an external independent valuer, less subsequent depreciation
for freehold buildings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount
of the asset and the net amount is restated to the revalued amount. Increases in the carrying amount arising on revaluation of
freehold land and buildings are credited to other reserves in shareholders’ equity. Decreases that offset previous increases
are charged against other reserves.



Depreciation is provided to write off the cost of all property,
plant and equipment to their residual value as stated below:



|                                   |  | Rate ofdepreciation% straight lineper annum | 
|---------------------------------- |  | ------------------------------------------- | 
|Freehold Building                  |  | 2-10                                        | 
|Furniture & Fixtures and Equipment |  | 15-20                                       | 
|Vehicles and Plant & Machinery     |  | 15-40                                       | 



Material residual value estimates are updated as required, but at
least annually, whether or not the asset is revalued.



|3.9. | Inventories
|---- | -----------



Inventories primarily comprise of music CDs and DVDs, and are valued
at the lower of cost and net realizable value. Cost in respect of goods for resale is defined as purchase price, including appropriate
labor costs and other overhead costs. Cost in respect of raw materials is purchase price.



Purchase price is assigned using a weighted average basis. Net realizable
value is defined as anticipated selling price or anticipated revenue less cost to completion.



F-13





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|3.10. | Cash and Cash Equivalents
|----- | -------------------------



Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short-term highly liquid investments which are readily convertible into known amounts of cash and are subject
to insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities on the statement
of financial position.



|3.11. | Restricted Deposits held with Banks
|----- | -----------------------------------



Deposits held with banks as security for overdraft facilities are included in restricted deposits held with
bank.



|3.12. | Borrowings
|----- | ----------



Borrowings are recognized initially at fair value, net of transaction
costs incurred. Borrowings are subsequently stated at amortized cost with any difference between the proceeds (net of transaction
costs) and the redemption value recognized in the income statement within Finance costs over the period of the borrowings using
the effective interest method. Finance costs in respect of film productions and other assets which take a substantial period of
time to get ready for use or for exploitation are capitalized as part of the asset.



Borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position
date.



|3.13. | Financial Instruments
|----- | ---------------------



Financial assets and financial
liabilities are recognized when a Group entity becomes party to the contractual provisions of the instrument.



Financial assets and liabilities
are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial
assets or liabilities (other than financial assets and liabilities at fair value through profit and loss) are added to or deducted
from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit and loss are
recognized immediately in profit or loss. Financial assets and financial liabilities are
offset against each other and the net amount reported in the consolidated statement of financial position if, and only if, there
is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or
to realize the assets and settle the liabilities simultaneously.



A financial instrument is held for trading if:

| | · | it
                                         has been acquired principally for the purpose of selling/repurchasing it in the near
                                         term;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | on initial recognition it is part of a portfolio of identified financial instruments that the
Group manages together and has a recent pattern of short-term profit taking; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | it is a derivative that is not designated in a hedging relationship.
| | - | --------------------------------------------------------------------



The fair value of financial instruments denominated in a foreign
currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The foreign
exchange component forms part of its fair value gain or loss. Therefore for financial instruments that are classified as fair value
through profit and loss, the exchange component is recognized in profit and loss through “other losses.”



|3.14. | Financial Assets
|----- | ----------------



Financial assets are divided into the following categories:

| | · | financial assets at fair value through profit and loss;
| | - | -------------------------------------------------------

| | · | loans and receivables;
| | - | ----------------------

| | · | held-to-maturity investments; and
| | - | ---------------------------------

| | · | available-for-sale financial assets.
| | - | ------------------------------------



Financial assets are assigned to the different categories by Management
on initial recognition, depending on the nature and purpose of the financial assets. The designation of financial assets is
re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

F-14





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Loans and receivables



Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables,
bank and cash balances) are measured subsequent to initial recognition at amortized cost using the effective interest method, less
provision for impairment. Any change in their value through impairment or reversal of impairment is recognized in the income statement.



Provision against trade receivables is made when there is objective
evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables.
The amount of the write-down is determined as the difference between the asset’s carrying amount and the present value of
estimated future cash flows.



Held-to-maturity investments



Held-to-maturity investments are non-derivative financial assets
with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability
to hold to maturity.



Available-for-sale financial assets



Available-for-sale financial assets include non-derivative financial
assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets. All
financial assets within this category are measured subsequently at fair value, with changes in fair value recognized in other comprehensive
income. Gains and losses arising from investments classified as available-for-sale are recognized in the income statement when
they are sold or when the investment is impaired.



In the case of impairment of available-for-sale assets, any loss
previously recognized in other comprehensive income is transferred to the income statement. Impairment losses recognized in the
income statement on equity instruments are not reversed through the income statement. Impairment losses recognized previously on
debt securities are reversed through the income statement when the increase can be related objectively to an event occurring after
the impairment loss was recognized in the income statement.



Where the Group consider that fair value can be reliably measured
the fair values of financial instruments that are not traded in an active market are determined by using valuation techniques.
The Group applies its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing
at each statement of financial position date. Available-for-sale equity instruments that do not have a quoted price in an active
market and whose fair value cannot be reliably measured are measured at cost less impairment at the end of each reporting period.



An assessment for impairment is undertaken at least at each statement
of financial position date.



A financial asset is de-recognized only where the contractual
rights to the cash flows from the asset expire or the financial asset is transferred and that transfer qualifies for de-recognition.
A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the
Group retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash
flows to one or more recipients. A financial asset that is transferred qualifies for de-recognition if the Group transfers substantially
all the risks and rewards of ownership of the asset, or if the Group neither retains nor transfers substantially all the risks
and rewards of ownership but does transfer control of that asset.



|3.15. | Financial Liabilities
|----- | ---------------------



Financial liabilities are classified as either ‘financial
liabilities at fair value through profit or loss’ or ‘other financial liabilities’. Financial liabilities are
subsequently measured at amortized cost using the effective interest method or at fair value through profit or loss.



Financial liabilities are classified as at fair value through profit
or loss when the financial liability is held for trading such as a derivative, except for a designated and effective hedging instrument,
or if upon initial recognition it is thus designated to eliminate or significantly reduce measurement or recognition inconsistency
or it forms part of a contract containing one or more embedded derivatives and the contract is designated as fair value through
profit or loss.



Financial liabilities at fair value through profit or loss are stated
at fair value. Any gains or losses arising of held for trading financial liabilities are recognized in profit or loss. Such gains
or losses incorporate any interest paid and are included in the “other gains and losses” line item.



Other financial liabilities (including borrowing and trade and other
payables) are subsequently measured at amortized cost using the effective interest method.

F-15





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



The effective interest method is a method of calculating the amortized
cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate
that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part
of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net carrying amount on initial recognition.



A financial liability is derecognized only when the obligation is
extinguished, that is, when the obligation is discharged or cancelled or expires. Changes in liabilities’ fair value that
are reported in profit or loss are included in the income statement within finance costs or finance income.



|3.16. | Derivative Financial Instruments
|----- | --------------------------------



The Group uses derivative financial instruments (“derivatives”)
to reduce its exposure to interest rate movements.



Derivatives are initially recognized at fair value at the date the
derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period.
The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging
instrument, in which event the timing of the recognition in the profit or loss depends on the nature of the hedge relationship.



At the inception of the hedge relationship, the Group documents
the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy
for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents
whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable
to the hedged risk.



Cash flow hedging



The effective portion of changes in the fair value of derivatives
that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading
of other reserves. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss, and is included
in the ‘other gains and losses’ line item.



Amounts previously recognized in other comprehensive income and
accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognized in profit or loss, in
the same line of the consolidated income statement as the recognized hedged item. However, when the hedged forecast transaction
results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognized in
other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the
cost of the non-financial asset or non-financial liability.



Cash flow hedge accounting is discontinued when the Group revokes
the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies
for hedge accounting. Any gain or loss recognized in other comprehensive income and accumulated in equity at that time remains
in equity and is recognized when the forecast transaction is ultimately recognized in profit or loss. When a forecast transaction
is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.



|3.17. | Provisions
|----- | ----------



Provisions are recognized when the Group has a present legal or
constructive obligation as a result of a past event, it is more likely than not that an outflow of resources will be required to
settle the obligations and can be reliably measured. Provisions are measured at Management’s best estimate of the expenditure
required to settle the obligations at the statement of financial position date and are discounted to present value where the effect
is material.



|3.18. | Leases
|----- | ------



Leases in which significantly all the risks and rewards incidental
to ownership are not transferred to the lessee are classified as operating leases. Payments under such leases are charged to the
income statement on a straight line basis over the period of the lease.



|3.19. | Taxation
|----- | --------



Taxation on profit and loss comprises current tax and deferred tax.
Tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity or other
comprehensive income in which case it is recognized in equity or other comprehensive income.

F-16





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Current tax is provided at amounts expected to be paid (or recovered)
using the tax rates and laws that have been enacted at the statement of financial position date along with any adjustment
relating to tax payable in previous years.



Deferred income tax is provided in full, using the liability method,
on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted at the statement of financial position date and are expected to apply when the
related deferred income tax asset is realized or the deferred income tax liability is settled in the appropriate territory.



Deferred tax in respect of undistributed earnings of subsidiaries
is recognized except where the Group is able to control the timing of the reversal of the temporary difference and that the temporary
difference will not reverse in the foreseeable future. Deferred income tax assets are recognized to the extent that it is probable
that future taxable profit will be available against which temporary differences can be utilized.



Deferred tax assets and deferred tax liabilities are offset if,
and only if the Group has a legally enforceable right to set off current tax assets against current tax liabilities and the deferred
tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize
the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities
or assets are expected to be settled or recovered.



|3.20. | Employee Benefits
|----- | -----------------



The Group operates defined contribution pension plans and healthcare
and insurance plans on behalf of its employees. The amounts due are all expensed as they fall due.



In accordance with IFRS 2 Share Based Payments, the fair value of
shares or options granted is recognized as personnel costs with a corresponding increase in equity. The fair value is measured
at the grant date and spread over the period during which the recipient becomes unconditionally entitled to payment unless forfeited
or surrendered.



The fair value of share options granted is measured using the Black
Scholes model or a Monte-Carlo simulation model, each taking into account the terms and conditions upon which the grants are made.
At each statement of financial position date, the Group revises its estimate of the number of equity instruments expected to vest
as a result of non-market-based vesting conditions. The amount recognized as an expense is adjusted to reflect the revised estimate
of the number of equity instruments that are expected to become exercisable, with a corresponding adjustment to equity reserves.
None of the Group plans feature any options for cash settlements.



Upon exercise of share options, the proceeds received net of any
directly attributable transaction costs up to the nominal value of the shares are allocated to share capital with any excess being
recorded as share premium.



|3.21. | Foreign Currencies
|----- | ------------------



Transactions in foreign currencies are translated at the rates of
exchange prevailing on the dates of the transactions. Monetary assets and liabilities in foreign currencies are translated at the
prevailing rates of exchange at the statement of financial position date. Non-monetary items that are measured at historical cost
in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are measured
at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.



Any exchange differences arising on the settlement of monetary items
or on translating monetary items at rates different from those at which they were initially recorded are recognized in the income
statement in the period in which they arise. Non-monetary items carried at fair value that are denominated in foreign currencies
are translated at rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated.



The assets and liabilities in the financial statements of foreign
subsidiaries and related goodwill are translated at the prevailing rate of exchange at the statement of financial position date.
Income and expenses are translated at the monthly average rate. The exchange differences arising from the retranslation of the
foreign operations are recognized in other comprehensive income and taken in to the “currency translation reserve”
in equity. On disposal of a foreign operation the cumulative translation differences (including, if applicable, gains and losses
on related hedges) are transferred to the income statement as part of the gain or loss on disposal.



F-17





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|3.22. | Transactions Costs Relating to Equity Transactions
|----- | --------------------------------------------------



The Group defers costs in issuing or acquiring its own equity instruments
to the extent they are incremental costs directly attributable to an equity transaction that otherwise would have been avoided.
 Such costs are accounted for as a deduction from equity (net of any related income tax benefit) upon completion of the equity
transaction. The costs of an equity transaction which is abandoned is recognized as an expense.



|3.23. | Equity
|----- | ------



Equity comprises the following components:

| | · | Share capital – this represents the nominal value of equity shares;
| | - | -------------------------------------------------------------------

| | · | Share premium – this represents the excess over nominal value of the fair value of consideration
received for equity shares, net of expenses of the share issue;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Joint
                                         Share Ownership Reserve – this represents the cost of shares of Eros held by the
                                         JSOP trust, consolidated as a part of the Group and treated as treasury shares;
                                         and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Non-Controlling Interests – this represents amounts attributable to non-controlling interests
as a result of their interests in subsidiary undertakings.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

Other components of equity, which
comprises of the following components:

| | · | Currency translation reserve – this represents the differences arising from translation
of investments in overseas subsidiaries;
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | · | Available-for-sale
                                         investments – this represents fair value movement net of impairment loss, if any,
                                         recognized since the date of acquisition of investments;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Revaluation
                                         reserve – this represents the fair value movement of land and buildings measured
                                         on a fair value basis; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Hedging
                                         reserve – this represents effective portion of change in fair value of derivative
                                         instruments designated in a cash flow hedge relationship.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Reserves, which comprises of the
following components:

| | · | Reverse acquisition reserve – this represents the difference between the required total
of the Group’s equity instruments and the reported equity of the legal parent;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Merger
                                         reserve – this represents the gain/loss recognized as a result of a change in parent
                                         undertakings ownership interest in a subsidiary undertaking without loss of control;
                                         and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Retained
                                         earnings – this represents undistributed earnings of the Group.
| | - | -----------------------------------------------------------------------------------------------------------------



|4 | BUSINESS SEGMENTAL DATA
|- | -----------------------



The Group acquires, co-produces and distributes Indian films in
multiple formats worldwide. Film content is monitored and strategic decisions around the business operations are made based on
the film content, whether it is new release or library. Hence, Management identifies only one operating segment in the business,
film content. We distribute our film content to the Indian population in India, the South Asian diaspora worldwide and to non-Indian
consumers who view Indian films that are subtitled or dubbed in local languages. As a result of these distribution activities,
Eros has identified four geographic markets: India, North America, Europe and the Rest of the world.



Revenues are presented based on the region of domicile and by customer
location:



|                                                   |  | Year ended March 31 |        
|-------------------------------------------------- |  | ------------------- | -------
|                                                   |  | 2015                |        
|                                                   |  | (in thousands)      |        
|Revenue by region of domicile of Group’s operation |  |                     |        
|India                                              |  | $                   | 110,015
|Europe                                             |  |                     | 29,528 
|North America                                      |  |                     | 10,014 
|Rest of the world                                  |  |                     | 134,618
|Total Revenue                                      |  | $                   | 284,175



F-18





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Revenue of $80,267,000 (2014: $54,466,000 and 2013: $32,585,000)
from the United Arab Emirates is included within Rest of the world and revenue of $29,528,000 (2014: $20,996,000 and 2013:
$25,563,000) from the United Kingdom is included under Europe in the above table.



|                                                         |  | Year ended March 31 |        
|-------------------------------------------------------- |  | ------------------- | -------
|                                                         |  | 2015                |        
|                                                         |  | (in thousands)      |        
|Revenue by region of domicile of
    customer’s location |  |                     |        
|India                                                    |  | $                   | 109,513
|Europe                                                   |  |                     | 27,146 
|North America                                            |  |                     | 19,052 
|Rest of the world                                        |  |                     | 128,464
|Total Revenue                                            |  | $                   | 284,175



Revenue of $103,786,000 (2014: $45,636,000 and 2013: $14,460,000)
from the United Arab Emirates is included within Rest of the world and revenue of $26,426,000 (2014: $14,975,000 and 2013: $34,945,000)
from United Kingdom is included under Europe in the above table.



For the year ended March 31, 2015, March 31, 2014 and March 31,
2013, no customers accounted for more than 10% of the Group’s total revenues. In each year no revenue arose in the Isle of
Man.



|                     |  | India          |         |  | North America |   |     | Europe |  |   | Rest of the World | 
|-------------------- |  | -------------- | ------- |  | ------------- | - | --- | ------ |  | - | ----------------- | 
|                     |  | (in thousands) |        
|Assets               |  |                |         |  |               |   |     |        |  |   |                   | 
|As of March 31, 2015 |  | $              | 281,019 |  |               | $ | 653 |        |  | $ | 24,224            | 
|As of March 31, 2014 |  |                | 245,887 |  |               | $ | 28  |        |  | $ | 39,618            | 



Segment assets of $330,719,000 (2014: $276,865,000) in the United
Arab Emirates is included under Rest of the world and segment assets of $24,224,000 (2014: $21,132,000) in the United Kingdom
is included under Europe in the above table. In each year, there were no segment assets in the Isle of Man.



|5 | PERSONNEL COSTS
|- | ---------------



|                                             |  | Year ended March 31 |       
|-------------------------------------------- |  | ------------------- | ------
|                                             |  | 2015                |       
|                                             |  | (in thousands)      |       
|Salaries                                     |  | $                   | 11,092
|Social security and other employment charges |  |                     | 687   
|Salaries and other charges                   |  |                     | 11,779
|Share based compensation                     |  |                     | 21,915
|Pension charges                              |  |                     | 34    
|                                             |  | $                   | 33,728



|                            |  | Year ended March 31 |       
|--------------------------- |  | ------------------- | ------
|Key Management Compensation |  | 2015                |       
|                            |  | (in thousands)      |       
|Salaries                    |  | $                   | 4,724 
|Share based compensation    |  |                     | 17,942
|Pension charges             |  |                     | 34    
|                            |  | $                   | 22,700

F-19





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|6 | PROFIT FOR THE YEAR
|- | -------------------



Profit for the year is arrived at after the following are charged
to the income statement:



|                                              |  | Year ended March 31 |        
|--------------------------------------------- |  | ------------------- | -------
|                                              |  | 2015                |        
|                                              |  | (in thousands)      |        
|Depreciation of property, plant and equipment |  | $                   | 1,089  
|Amortization of other intangible assets       |  |                     | 608    
|Amortization of film and content rights       |  |                     | 117,254
|Operating lease rentals                       |  |                     | 1,356  



|7 | NET FINANCE COSTS
|- | -----------------



|                                                                                                     |  | Year ended March 31 |        
|---------------------------------------------------------------------------------------------------- |  | ------------------- | -------
|                                                                                                     |  | 2015                |        
|                                                                                                     |  | (in thousands)      |        
|Interest on borrowings                                                                               |  | $                   | 20,858 
|Profit recognized on discontinuation of cash flow hedge accounting                                   |  |                     | 804    
|Total interest expense for financial liabilities not classified at fair value through profit or loss |  |                     | 21,662 
|Capitalized interest on filmed content                                                               |  |                     | (10,871
|Total finance costs                                                                                  |  |                     | 10,791 
|Less: Interest income                                                                                |  |                     |        
|Bank deposits                                                                                        |  |                     | (4,930 
|Held- to- maturity financial assets                                                                  |  |                     | —      
|Total finance income                                                                                 |  |                     | (4,930 
|                                                                                                     |  |                     |        
|                                                                                                     |  | $                   | 5,861  



For the year ended March 31, 2015, the capitalization rate
of interest was 5.9% (2014: 7.4% and 2013: 5.6%).



|8 | OTHER LOSSES
|- | ------------



|                                                              |  | Year ended March 31 |       
|------------------------------------------------------------- |  | ------------------- | ------
|                                                              |  | 2015                |       
|                                                              |  | (in thousands)      |       
|(Gains)/losses on disposal of property, plant and equipment   |  | $                   | (9    
|Net foreign exchange losses/(gains)                           |  |                     | 1,323 
|Net loss/(gain) on held for trading financial
    liabilities |  |                     | 7,801 
|Transaction costs relating to equity transactions             |  |                     | 61    
|Impairment loss on available-for-sale financial assets        |  |                     | 1,307 
|                                                              |  | $                   | 10,483



The net loss on held for trading financial liabilities in the years
ended March 31, 2015, 2014 and 2013 principally relate to derivative instruments not designated in a hedging relationship.



In the year ended March 31, 2015, the Company incurred $6,118,000
towards the issue of ‘A’ ordinary shares in a follow-on offering on the NYSE and sale of certain existing shares.
In the year ended March 31, 2014, the Company incurred $13,583,000 towards the issue and listing of the ‘A’
ordinary shares of the Company on the NYSE and contemporaneous delisting on AIM. As the transaction costs incurred relate to more
than one transaction, the Company allocated these costs in proportion to the number of existing shares listed on NYSE and the
number of shares newly issued. Transactions costs of $61,000 (2014: $8,169,000) attributed towards sale/listing of existing shares
are recorded in profit or loss and as a result, $6,057,000 (2014: $5,414,000) was recorded in equity.

F-20





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|9 | INCOME TAX EXPENSE
|- | ------------------



|                                                  |  | Year ended March 31 |       
|------------------------------------------------- |  | ------------------- | ------
|                                                  |  | 2015                |       
|                                                  |  | (in thousands)      |       
|Current tax expense                               |  | $                   | 7,472 
|Origination and reversal of temporary differences |  |                     | 5,706 
|Provision for income taxes                        |  | $                   | 13,178



Reconciliation of tax charge



|                                                                  |  | Year ended March 31 |       
|----------------------------------------------------------------- |  | ------------------- | ------
|                                                                  |  | 2015                |       
|                                                                  |  | (in thousands)      |       
|Profit before tax                                                 |  | $                   | 62,508
|Income tax expense at tax rates applicable to individual entities |  |                     | 10,827
|Tax effect of:                                                    |  |                     |       
|Changes in tax rates on temporary differences
    brought forward |  |                     | —     
|Items not deductible for tax (net)                                |  |                     | 1,953 
|Others                                                            |  |                     | 398   
|Income tax expense                                                |  | $                   | 13,178



|10 | DEFERRED TAX ASSETS AND LIABILITIES
|-- | -----------------------------------



Changes in deferred tax assets and liabilities



|                                         |  | Year ended March 31, 2015 |        
|---------------------------------------- |  | ------------------------- | -------
|                                         |  | Opening Balance           |        
|                                         |  | (in thousands)            |        
|Deferred tax assets:                     |  |                           |        
|Minimum alternate tax carry- forward     |  | $                         | 11,681 
|Property, plant and equipment            |  |                           | 77     
|Others                                   |  |                           | 1,880  
|Total deferred tax asset                 |  | $                         | 13,638 
|Deferred tax liabilities                 |  |                           |        
|Property, plant and equipment            |  |                           | (311   
|Intangible assets                        |  |                           | (35,457
|Others                                   |  |                           | (53    
|Total deferred tax liability             |  | $                         | (35,821
|                                         |  |                           |        
|Net deferred
    tax (liability) / asset |  | $                         | (22,183
|As at March 31, 2015                     |  |                           |        
|Deferred tax asset                       |  |                           |        
|Deferred tax liability                   |  |                           |        



F-21





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                     |  | Year ended March 31, 2014 |        
|------------------------------------ |  | ------------------------- | -------
|                                     |  | Opening Balance           |        
|                                     |  | (in thousands)            |        
|Deferred tax assets:                 |  |                           |        
|Business loss carry forwards         |  | $                         | 383    
|Expenses deductible in future years  |  |                           | 17     
|Minimum alternate tax carry- forward |  |                           | 9,661  
|Property, plant and equipment        |  |                           | 122    
|Others                               |  |                           | 1,879  
|Total deferred tax asset             |  | $                         | 12,062 
|Deferred tax liabilities             |  |                           |        
|Property, plant and equipment        |  |                           | (310   
|Intangible assets                    |  |                           | (29,969
|Others                               |  |                           | (53    
|Total deferred tax liability         |  | $                         | (30,332
|                                     |  |                           |        
|Net deferred tax asset / (liability) |  | $                         | (18,270
|As at March 31, 2014                 |  |                           |        
|Deferred tax asset                   |  |                           |        
|Deferred tax liability               |  |                           |        



|                                     |  | Year ended March 31, 2013 |        
|------------------------------------ |  | ------------------------- | -------
|                                     |  | Opening Balance           |        
|                                     |  | (in thousands)            |        
|Deferred tax assets:                 |  |                           |        
|Business loss carry forwards         |  | $                         | 403    
|Expenses deductible in future years  |  |                           | 21     
|Minimum alternate tax carry- forward |  |                           | 5,220  
|Property, plant and equipment        |  |                           | 78     
|Others                               |  |                           | 1,843  
|Total deferred tax asset             |  | $                         | 7,565  
|Deferred tax liabilities             |  |                           |        
|Property, plant and equipment        |  |                           | (160   
|Intangible assets                    |  |                           | (21,787
|Others                               |  |                           | —      
|Total deferred tax liability         |  | $                         | (21,947
|                                     |  |                           |        
|Net deferred tax asset / (liability) |  | $                         | (14,382
|As at March 31, 2013                 |  |                           |        
|Deferred tax asset                   |  |                           |        
|Deferred tax liability               |  |                           |        



Deferred tax is calculated in full on all temporary differences
under the liability method using the local tax rate of the country in which the timing difference occurs.



Deferred tax assets have been recognized on the basis that there
is sufficient certainty of profitability to utilize the available losses and tax credits. Deferred tax liabilities to the extent
of $33,900,000 have not been provided on the undistributed earnings of subsidiaries as Eros is able to control the timing
of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable
future.



Eros International Media Limited is liable to pay Minimum Alternate
Tax (“MAT”) under the Indian Income tax laws. The tax paid under MAT provisions can be carried forward and set-off
against future income tax liabilities computed under normal tax provisions within a period of ten years, and has been treated as
a deferred tax asset.

F-22





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



In addition to the amount charged in the income statement, no amounts
relating to tax have been recognized in other comprehensive income. No amounts relating to tax have been recognized directly in
equity.



|11 | EARNINGS PER SHARE
|-- | ------------------



|                                                                                               |  | 2015                                                           |            |  | 2014    |   |            | 2013  | 
|---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- | ---------- |  | ------- | - | ---------- | ----- | 
|                                                                                               |  | (in thousands, except number of shares and earnings per share) |           
|                                                                                               |  | Basic                                                          |            |  | Diluted |   |            | Basic | 
|Earnings                                                                                       |  |                                                                |            |  |         |   |            |       | 
|Earnings attributable to the equity holders of the parent                                      |  | $                                                              | 40,344     |  |         | $ | 40,344     |       | 
|Potential dilutive effect related to share based compensation scheme in subsidiary undertaking |  |                                                                | —          |  |         |   | (531       | )     | 
|Adjusted earnings attributable to equity holders of the parent                                 |  | $                                                              | 40,344     |  |         | $ | 39,813     |       | 
|Number of shares                                                                               |  |                                                                |            |  |         |   |            |       | 
|Weighted average number of shares                                                              |  |                                                                | 54,277,849 |  |         |   | 54,277,849 |       | 
|Potential dilutive effect related to share based compensation scheme                           |  |                                                                | —          |  |         |   | 690,902    |       | 
|Adjusted weighted average number of shares                                                     |  |                                                                | 54,277,849 |  |         |   | 54,968,751 |       | 
|Earnings per share                                                                             |  |                                                                |            |  |         |   |            |       | 
|Earnings attributable to the equity holders of the parent per share (cents)                    |  |                                                                | 74.3       |  |         |   | 72.4       |       | 



The above table does not split the earnings per share separately
for the ‘A’ ordinary 30p shares and the ‘B’ ordinary 30p shares as there is no variation in their entitlement to
participate in undistributed earnings. All share and per share data provided herein gives effect to the three-for-one stock split
conversion that occurred in November 2013, retroactively.



The Company excludes options with exercise prices that are
greater than the average market price from the calculation of diluted EPS because their effect would be anti-dilutive. In the
year ended March 31, 2015, 630,000 shares were not included in diluted earnings per share (2014: $Nil, 2013: 2,000,164).



|12 | PROPERTY, PLANT AND EQUIPMENT
|-- | -----------------------------



|                                       |  | Year ended March 31, 2015 |      
|-------------------------------------- |  | ------------------------- | -----
|                                       |  | Land and Building         |      
|                                       |  | (in thousands)            |      
|Opening net carrying amount            |  | $                         | 8,978
|Exchange difference                    |  |                           | (269 
|Additions                              |  |                           | —    
|Disposals                              |  |                           | —    
|Adjustment of depreciation on disposal |  |                           | —    
|Depreciation charge                    |  |                           | (417 
|Closing net carrying amount            |  | $                         | 8,292



F-23





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                         |  | As at March 31, 2015 |       
|------------------------ |  | -------------------- | ------
|                         |  | (in thousands)       |       
|Cost or valuation        |  | $                    | 10,934
|Accumulated depreciation |  |                      | (2,642
|Net carrying amount      |  | $                    | 8,292 



|                                       |  | Year ended March 31, 2014 |       
|-------------------------------------- |  | ------------------------- | ------
|                                       |  | Land and Building         |       
|                                       |  | (in thousands)            |       
|Opening net carrying amount            |  | $                         | 10,089
|Exchange difference                    |  |                           | (639  
|Additions                              |  |                           | —     
|Disposals                              |  |                           | —     
|Adjustment of depreciation on disposal |  |                           | —     
|Depreciation charge                    |  |                           | (472  
|Closing net carrying amount            |  | $                         | 8,978 



|                         |  | As at March 31, 2014 |       
|------------------------ |  | -------------------- | ------
|                         |  | (in thousands)       |       
|Cost or valuation        |  | $                    | 11,245
|Accumulated depreciation |  |                      | (2,267
|Net carrying amount      |  | $                    | 8,978 



Property, Plant and Equipment with a net carrying amount of $9,184,000
(2014: $10,055,000) have been pledged to secure borrowings (see Note 22).



Land and buildings were revalued as at March 31, 2013 by independent
valuers on the basis of market value. Fair values were estimated based on recent market transactions, which were then adjusted
for specific conditions relating to the land and buildings. As at March 31, 2015, had land and buildings of the Group been
carried at historical cost less accumulated depreciation, their carrying amount would have been $6,309,000 (2014: $7,072,000)



|13 | GOODWILL AND TRADE NAME
|-- | -----------------------



|                             |  | Goodwill       |       |  | Trade Name |  
|---------------------------- |  | -------------- | ----- |  | ---------- | -
|                             |  | (in thousands) |      
|Balance as at March 31, 2015 |  | $              | 1,878 |  |            | $
|Balance as at March 31, 2014 |  | $              | 1,878 |  |            | $



Goodwill has been assessed for impairment at the Group level as
the Group is considered as one single cash generating unit and represents the lowest level at which the goodwill is monitored for
internal management purposes.



The recoverable amount of the cash generating unit has been determined
based on value in use. Value in use has been determined based on future cash flows after considering current economic conditions
and trends, estimated future operating results, growth rates and anticipated future economic conditions.



As of March 31, 2015, for assessing impairment of goodwill, value
in use is determined using discounted cash flow method. The estimated cash flows for a period of five years were developed using
internal forecasts, and a pre-tax discount rate of 12.0% (2014:12.10%) and terminal growth rate of 4.0% (2014: 4.0%).



As of March 31, 2015, for assessing the impairment of the trade
name, value in use is determined using the relief from royalty method based on a Royalty of 3.0% (2014: 3.0%) on the estimated
total revenue for a period of five years and, a pre-tax discount rate of 14.0% (2014: 14.1%) and terminal growth rate of 4.0% (2014:
4.0%).



Management believes that any reasonably possible change in the key
assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

F-24





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|14 | INTANGIBLE CONTENT ASSETS
|-- | -------------------------



|                           |  | Gross Content Assets |           |  | Accumulated Amortization |   |          | Content Assets | 
|-------------------------- |  | -------------------- | --------- |  | ------------------------ | - | -------- | -------------- | 
|                           |  | (in thousands)       |          
|As at March 31, 2015       |  |                      |           |  |                          |   |          |                | 
|Film and content rights    |  | $                    | 1,027,878 |  |                          | $ | (548,920 | )              | 
|Content advances           |  |                      | 236,285   |  |                          |   | —        |                | 
|Film productions           |  |                      | 3,971     |  |                          |   | —        |                | 
|Non-current content assets |  | $                    | 1,268,134 |  |                          | $ | (548,920 | )              | 
|                           |  |                      |           |  |                          |   |          |                | 
|As at March 31, 2014       |  |                      |           |  |                          |   |          |                | 
|Film and content rights    |  | $                    | 847,095   |  |                          | $ | (449,413 | )              | 
|Content advances           |  |                      | 180,022   |  |                          |   | —        |                | 
|Non-current content assets |  | $                    | 1,027,117 |  |                          | $ | (449,413 | )              | 





Changes in the content assets are as follows:



|                                                            |  | Year ended March 31 |         
|----------------------------------------------------------- |  | ------------------- | --------
|                                                            |  | 2015                |         
|                                                            |  | (in thousands)      |         
|Film productions                                            |  |                     |         
|Opening balance                                             |  | $                   | —       
|Exchange difference                                         |  |                     | (15     
|Transfer to film and content rights                         |  |                     | —       
|Transfer from/(to) content advances                         |  |                     | 3,986   
|Closing balance                                             |  | $                   | 3,971   
|                                                            |  |                     |         
|Content advances                                            |  |                     |         
|Opening balance                                             |  | $                   | 180,022 
|Additions (net of impairment loss of $3,431 (2014: $4,081)) |  |                     | 267,940 
|Exchange difference                                         |  |                     | (3,508  
|Transfer (to)/from film productions                         |  |                     | (3,986  
|Transfer to film and content rights                         |  |                     | (204,183
|Closing balance                                             |  | $                   | 236,285 



|Film and content rights            |  |   |          |   |  |   |         |  
|---------------------------------- |  | - | -------- | - |  | - | ------- | -
|Opening balance                    |  | $ | 397,682  |   |  | $ | 370,353 |  
|Amortization                       |  |   | (117,254 | ) |  |   | (99,620 | )
|Exchange difference                |  |   | (5,653   | ) |  |   | (10,656 | )
|Transfer from other content assets |  |   | 204,183  |   |  |   | 137,605 |  
|Closing balance                    |  | $ | 478,958  |   |  | $ | 397,682 |  



The impairment loss on content advances relate to amounts advanced,
to the extent not considered recoverable, for prospective film productions that are not being developed further or not
considered viable.



Film and content rights with a carrying amount of $266,372,000
(2014: $203,244,000) have been pledged to secure borrowings (see Note 22).



F-25





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|15 | OTHER INTANGIBLE ASSETS
|-- | -----------------------



Other intangibles comprise of internally generated software used
within the Group’s digital and home entertainment activities and internal accounting activities.



|                        |  | Gross          |       |  | Accumulated Amortization |   |        | Net | 
|----------------------- |  | -------------- | ----- |  | ------------------------ | - | ------ | --- | 
|                        |  | (in thousands) |      
|Other intangible assets |  |                | 4,220 |  |                          |   | (2,016 | )   | 
|As at March 31, 2015    |  | $              | 4,220 |  |                          | $ | (2,016 | )   | 
|                        |  |                |       |  |                          |   |        |     | 
|Other intangible assets |  |                | 4,360 |  |                          |   | (2,845 | )   | 
|As at March 31, 2014    |  | $              | 4,360 |  |                          | $ | (2,845 | )   | 



The changes in other intangible assets are as follows:



|                          |  | Year ended March 31 |      
|------------------------- |  | ------------------- | -----
|                          |  | 2015                |      
|                          |  | (in thousands)      |      
|Opening balance           |  | $                   | 1,515
|Additions during the year |  |                     | 1,320
|Amortization              |  |                     | (608 
|Exchange difference       |  |                     | (23  
|Closing balance           |  | $                   | 2,204



Other intangible assets with a carrying amount of $89,000 (2014:
$94,000) have been pledged to secure borrowings (see Note 22).



|16 | AVAILABLE-FOR-SALE FINANCIAL ASSETS
|-- | -----------------------------------



|                                     |  | As at March 31 |       
|------------------------------------ |  | -------------- | ------
|                                     |  | 2015           |       
|                                     |  | (in thousands) |       
|Triple Com Media Private Limited     |  | $              | —     
|Valuable Technologies Limited        |  |                | 11,097
|LMB Holdings Limited                 |  |                | 16,800
|Valuable Innovations Private Limited |  |                | 2,020 
|                                     |  | $              | 29,917



The investment in Triple Com Media Pvt. Limited (“Triple
Com”) represents 10% share of the issued share capital of that company. Triple Com is involved in the aggregation and syndication
of television and cable media rights in India. Due to the range of potential outcomes in valuing Triple Com, the Board was unable
to give, with reasonable certainty, a fair value in the absence of detailed financial and/or valuation related information. Until
March 31, 2014, Management therefore held it at cost which equates to the fair value as at March 31, 2012. During the year
ended March 31, 2015, Management noted objective evidence of impairment of the investment and present value of estimated future
cash flows discounted at the current rate of return for similar financial assets was considered to be insignificant. The
carrying value of the investment amounting to $423,000 has therefore been impaired and the cumulative loss and currency translation
movement recognized in other comprehensive income amounting to $820,000 has been reclassified from equity to profit and loss.



Eros acquired an interest in Valuable Technologies Limited (“Valuable”)
in the year ended March 31, 2009. The Company manages and operates a number of companies within media and entertainment, technology
and infrastructure. These companies include UFO Moviez, the leading provider of Digital projection solutions for cinemas in India,
Boxtech which is involved with digital movie rentals, and Impact whose business is theatrical ticketing and sales data. As at March
31, 2015, Eros owns 7.21% of Valuable’s equity. In the year ended March 31, 2015, due to the range of potential outcomes
in valuing Valuable, the Board was unable to give, with reasonable certainty, a fair value in the absence of detailed financial
and/or valuation related information. Management has therefore held it at cost which equates to the fair value recognized in the
year ended March 31, 2012.

F-26





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Acacia Investments Holdings Limited (“Acacia”) is a
dormant holding company and owns 24% of L.M.B Holdings Limited (“LMB”) which through its subsidiaries operates satellite
television channels, such as B4U Music, B4U Movies and the Movie House Channel. As of March 31, 2015 and prior, the Group
had no Board representation, no involvement in policy decision making, did not provide input in respect of technical know-how and
had no material contract with LMB or its subsidiaries nor did they have the power to exert significant influence. As a result Management
has historically concluded, throughout the ownership of the investment, that they did not exert any significant influence over
LMB. Due to the range of potential outcomes in valuing LMB, the Board was unable to give, with reasonable certainty,
a fair value. Management has therefore held it at cost which equates to the fair value recognized in the year ended March 31, 2012.



In April 2010, Eros acquired a 1.27% interest in Valuable Innovations
Private Limited (“Valuable Innovations”) at a total cost of $2,020,000.  An entity related to Valuable Technologies,
Valuable Innovations houses new technology and patents of the Valuable group entities and develops related products.  In the
year ended March 31, 2015, due to the range of potential outcomes in valuing Valuable Innovations Private Limited, the Board was
unable to give, with reasonable certainty, a fair value in the absence of detailed financial and/or valuation related information.
Management has therefore held it at cost.



These investments in unquoted equity instruments are not held for
trading. Instead, they are held for medium or long-term strategic purpose.



|17 | INVENTORIES
|-- | -----------



|                 |  | As at March 31 |    
|---------------- |  | -------------- | ---
|                 |  | 2015           |    
|                 |  | (in thousands) |    
|Goods for resale |  | $              | 475
|                 |  | $              | 475



During the year ended March 31, 2015, inventory of $776,000
(2014: $880,000) was recognized in the income statement as an expense. In each year none of the expense was as a result of
the write down of inventories. Inventories with a carrying amount of $316,000 (2014: $351,000) have been pledged as security for
certain of the Group’s borrowings (see Note 22).



|18 | TRADE AND OTHER RECEIVABLES
|-- | ---------------------------



|                                        |  | As at March 31 |        
|--------------------------------------- |  | -------------- | -------
|                                        |  | 2015           |        
|                                        |  | (in thousands) |        
|Trade accounts receivables              |  | $              | 198,066
|Trade accounts receivables reserve      |  |                | (250   
|Trade accounts receivables net          |  | $              | 197,816
|                                        |  |                |        
|Other receivables                       |  |                | 14,273 
|Prepaid charges                         |  |                | 3,279  
|Trade and other receivables             |  | $              | 215,368
|                                        |  |                |        
|Current Trade and other receivables     |  |                | 209,676
|Non Current Trade and other receivables |  |                | 5,692  
|                                        |  | $              | 215,368



The age of financial assets that are past due but not impaired were
as follows:



|                                                    |  | As at March 31 |       
|--------------------------------------------------- |  | -------------- | ------
|                                                    |  | 2015           |       
|                                                    |  | (in thousands) |       
|Not more than three months                          |  | $              | 19,677
|More than three months but not more than six months |  |                | 4,620 
|More than six months but not more than one year     |  |                | 7,106 
|More than one year                                  |  |                | 5,906 
|                                                    |  | $              | 37,309



F-27





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



During the year ended March 31, 2015, terms of certain trade and
other receivables that were past due but not impaired have been renegotiated for commercial reasons. As at March 31, 2015, the
carrying amounts of the original receivables, adjusted for change in contractual cash flows as at the date of renegotiation and
considered not past due was $31,230,000 (2014: $Nil).



The movements in the trade accounts receivables reserve are as follows:



|                    |  | Year ended March 31 |       
|------------------- |  | ------------------- | ------
|                    |  |                     |       
|                    |  | 2015                |       
|                    |  | (in thousands)      |       
|At April 1          |  | $                   | 469   
|Provisions          |  |                     | 3,963 
|Amounts written off |  |                     | (4,182
|At March 31         |  | $                   | 250   



The carrying amount of trade accounts receivables and other receivables
are considered a reasonable approximation of fair value. Trade and other receivables with a net carrying amount of $35,958,000
(2014: $25,482,000) have been pledged to secure borrowings (see Note 22).



|19 | TRADE AND OTHER PAYABLES
|-- | ------------------------



|                                          |  | As at March 31 |       
|----------------------------------------- |  | -------------- | ------
|                                          |  | 2015           |       
|                                          |  | (in thousands) |       
|Trade accounts payable                    |  | $              | 10,679
|Accruals and other payables               |  |                | 15,447
|Value added taxes and other taxes payable |  |                | 3,327 
|                                          |  | $              | 29,453



The Group considers that the carrying amount of trade accounts
payable, accruals and other payables approximate their fair value.



|20 | CASH AND CASH EQUIVALENTS
|-- | -------------------------



Cash and cash equivalents consist
of cash on hand and balance with banks. Cash and cash equivalents included in the statement of cash flows comprise the following
amounts in the statement of financial position.



|                         |  | As at March 31 |        
|------------------------ |  | -------------- | -------
|                         |  | 2015           |        
|                         |  | (in thousands) |        
|Cash at bank and in hand |  | $              | 153,664
|                         |  | $              | 153,664



|21 | OPERATING LEASES
|-- | ----------------



The Group leases various offices and warehouses under non-cancellable
operating lease agreements. The minimum lease rentals to be paid under non-cancellable operating leases at March 31 were as
follows:



|                         |  | As at March 31 |      
|------------------------ |  | -------------- | -----
|                         |  | 2015           |      
|                         |  | (in thousands) |      
|Within one year          |  | $              | 568  
|Within two to five years |  |                | 1,081
|                         |  | $              | 1,649



F-28





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|22 | BORROWINGS
|-- | ----------



An analysis of long-term borrowings is shown in the table below.





|                                             |  | Nominal       |                                        |          |  | As at March 31
|-------------------------------------------- |  | ------------- | -------------------------------------- | -------- |  | --------------
|                                             |  | Interest Rate |                                        | Maturity |  | 2015          
|                                             |  |               |                                        |          |  | (in thousands)
|Asset backed borrowings                      |  |               |                                        |          |  |               
|Term Loan                                    |  |               | BPLR+2.75%                             |          |  |               
|Term Loan                                    |  |               | 13.3-15.0%                             |          |  |               
|Term Loan                                    |  |               | 10.0 -16.0%                            |          |  |               
|Term Loan                                    |  |               | BPLR+1.8%                              |          |  |               
|Term Loan                                    |  |               | BPLR+2.75%                             |          |  |               
|Term Loan                                    |  |               | BPLR+2.75%                             |          |  |               
|Term Loan                                    |  |               | BPLR+2.85%                             |          |  |               
|                                             |  |               |                                        |          |  |               
|                                             |  |               |                                        |          |  |               
|Retail bond                                  |  |               | 6.5%                                   |          |  |               
|Revolving facility                           |  |               | LIBOR +1.90%- 2.90% and Mandatory Cost |          |  |               
|Other borrowings                             |  |               | 10.5%                                  |          |  |               
|                                             |  |               |                                        |          |  |               
|                                             |  |               |                                        |          |  |               
|Nominal value of borrowings                  |  |               |                                        |          |  |               
|Cumulative effect of unamortized costs       |  |               |                                        |          |  |               
|Installments due within one year             |  |               |                                        |          |  |               
|Long-term borrowings — at
    amortized cost |  |               |                                        |          |  |               



In October 2014, Eros completed an offering of 6.50% Retail Bonds
(due 2021) on the London Stock Exchange (“LSE”), raising £50,000,000 (USD $77,930,000) in total proceeds net
of transaction cost of approximately £1.2 million ($1,791,000). Interest on these bonds is payable biannually on April
15 and October 15 each year.



Bank prime lending rate (“BPLR”) is the Indian equivalent
to LIBOR. Asset backed borrowings are secured by fixed and floating charges over certain Group assets.



Analysis of short-term borrowings



|                                                         |  | Nominal           |  | As at March 31 |       
|-------------------------------------------------------- |  | ----------------- |  | -------------- | ------
|                                                         |  | interest rate (%) |  | 2015           |       
|                                                         |  |                   |  | (in thousands) |       
|Asset backed borrowings                                  |  |                   |  |                |       
|Export credit and overdraft                              |  | BPLR+1-3.5%       |  | $              | 17,346
|Export credit and overdraft                              |  | LIBOR+3.5%        |  |                | 25,144
|Short term loan                                          |  | LIBOR+2.75%       |  |                | —     
|                                                         |  |                   |  | $              | 42,490
|Unsecured borrowings                                     |  |                   |  |                |       
|Commercial paper                                         |  | 10.65% –12.97%    |  |                | 25,668
|Export credit and overdraft                              |  | BPLR+3.9%         |  |                | —     
|Short term loan                                          |  | BPLR+3.5%         |  |                | —     
|Installments due within one year on long-term borrowings |  |                   |  |                | 28,239
|Short-term borrowings - at amortized cost                |  |                   |  | $              | 96,397



Fair value of the long term borrowings as at
March 31, 2015 is $233,450,000 (2014: $179,106,000). Fair values of long-term financial liabilities except retail bonds
have been determined by calculating their present values at the reporting date, using fixed effective market interest rates
available to the Companies within the Group. As at March 31, 2015, the fair value of retail bond amounting to
$74,813,000 has been determined using quoted prices from the LSE. Carrying amount of short term borrowings approximates fair
value.

F-29





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|23 | DERIVATIVE FINANCIAL INSTRUMENTS
|-- | --------------------------------



|                       |  | As of March 31 |  
|---------------------- |  | -------------- | -
|                       |  | 2015           |  
|                       |  | Current        |  
|                       |  | (in thousands) |  
|Derivative assets      |  | $              | —
|Derivative liabilities |  | $              | —



The above interest rate derivative instruments are not designated
in a hedging relationship. They are carried at fair value through profit or loss.



|24 | ISSUED SHARE CAPITAL
|-- | --------------------



|                                                                    |  | Number of Shares |            |  | GBP            | 
|------------------------------------------------------------------- |  | ---------------- | ---------- |  | -------------- | 
|                                                                    |  |                  |            |  | (in thousands) | 
|Authorized                                                          |  |                  |            |  |                | 
|A ordinary shares of  30p each at March 31, 2015 and March 31, 2014 |  |                  | 57,778,113 |  |                | 
|B ordinary shares of  30p each at March 31, 2015 and March 31, 2014 |  |                  | 25,555,220 |  |                | 



|                                                              |  | Number of Shares       |            |  | USD                    | 
|------------------------------------------------------------- |  | ---------------------- | ---------- |  | ---------------------- | 
|Allotted, called up and fully paid                            |  | A Ordinary  30p Shares |            |  | B Ordinary  30p Shares | 
|As at March 31, 2013                                          |  |                        | —          |  |                        | 
|Issue of shares on August 12, 2013                            |  |                        | —          |  |                        | 
|Issue of shares on September 18, 2013                         |  |                        | —          |  |                        | 
|Three-for-one stock split and conversion on November 18, 2013 |  |                        | 18,037,710 |  |                        | 
|Issue of shares on November 18, 2013                          |  |                        | 5,481,630  |  |                        | 
|As at March 31, 2014                                          |  |                        | 23,519,340 |  |                        | 
|Issue of shares on July 15, 2014                              |  |                        | 6,675,000  |  |                        | 
|Issue of shares on July 23, 2014                              |  |                        | 112,445    |  |                        | 
|Issue of shares on September 9, 2014                          |  |                        | 36,000     |  |                        | 
|Issue of shares on November 24, 2014                          |  |                        | 331,551    |  |                        | 
|Issue of shares on November 25, 2014                          |  |                        | 668,449    |  |                        | 
|Issue of shares on December 1, 2014                           |  |                        | 487,500    |  |                        | 
|Issue of shares on January 16, 2015                           |  |                        | 18,600     |  |                        | 
|Issue of shares on March 10, 2015                             |  |                        | 133,603    |  |                        | 
|As at March 31, 2015                                          |  |                        | 31,982,488 |  |                        | 



On August 12, 2013 shares were issued for employee bonus/ remuneration
and contractual arrangements issued at $3.61 a share based on the mid-market price August 12, 2013.



On September 18, 2013 shares were issued for employee bonus/ remuneration
and contractual arrangements issued at $4.02 a share based on the mid-market price September 18, 2013.



On April 24, 2012, the shareholders approved resolutions effecting
certain amendments to the authorized and issued share capital to effect a three-for-one split of the Company’s share capital,
pursuant to which each ordinary share of the Company was subdivided into 3 shares at a par value of GBP 0.30 per share on November
18, 2013. Immediately prior to our listing on the NYSE, all the outstanding ordinary shares were converted into 18,037,710 ‘A’
ordinary shares and 25,555,220 ‘B’ ordinary shares. ‘B’ ordinary shares are held by Beech Investments
Limited, Olympus Foundation, Arjan Lulla, Kishore Lulla and Vijay Ahuja (collectively, the “Founders Group”).
‘B’ ordinary shares are entitled to ten votes each and ‘A’ ordinary shares are entitled to one vote each
on all matters upon which the ordinary shares are entitled to vote. All other rights of the A and B ordinary shares are the same.



On November 18, 2013, the Company completed the initial
public offering its ‘A’ ordinary shares on the NYSE, pursuant to which the Company issued and sold 5,000,000 ‘A’
ordinary shares at a price of $11.00 per share.



F-30





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Upon listing the Company issued 299,812 ‘A’
ordinary shares with a fair market value of $11.00 per share, to satisfy the Share awards given to certain eligible employees,
and 181,818 ‘A’ ordinary shares with a fair market value of $11.00 per share, to satisfy certain contractual arrangements
between the Company and a Director.



On July 9, 2014, Eros completed a follow-on offering on the NYSE
of 6,787,445 shares at a price of $14.50 per share, raising $92.3 million in new capital (net of transaction costs of $6.1 million).
These shares were subsequently issued on July 15, 2014 and July 23, 2014, as stated above.



On September 9, 2014, 36,000 ‘A’ ordinary shares
were issued at $15.97 per share to fulfill an award to certain non-executive Directors.



On September 23, 2014 and November 17, 2014, the Company received
$10,000,000 and $6,193,000 in respect of a prospective issue of ‘A’ ordinary shares. 331,551 and 668,449 shares were
subsequently issued on November 24, 2014 and November 25, 2014 at $14.96 and $18.68 per share. The shareholder was subsequently
appointed as a non-executive Director on December 1, 2014.



On June 5, 2014, the Board of Directors approved a grant of 525,000
‘A’ ordinary share awards with a fair market value of $14.95 per option, to certain executive directors
and members of senior management. These awards vest subject to certain share price conditions being met on or before May 31, 2015
and the employee remaining in service until May 31, 2015. Subsequently on meeting the share price condition, 487,500 of the 525,000
shares were issued on December 1, 2014, subject to condition of the employee remaining in service until May 31, 2015. None of
the awards were forfeited during the period.



Effective November 30, 2014, Eros India entered into an
employment exit agreement with an employee pursuant to which the Board approved a grant of 18,600 ‘A’ ordinary
share awards. The shares were issued on January 16, 2015 and recorded at $21.53 per share, the closing price at the effective
date of the settlement agreement.



On March 10, 2015, the Company received $1,469,633 in respect
of the exercise of 133,603 ‘A’ ordinary share options. These shares were subsequently issued on May 8, 2015.



|25 | SHARE BASED COMPENSATION PLANS
|-- | ------------------------------



The compensation cost recognized with respect to all outstanding
plans and by grant of shares, which are all equity settled instruments, is as follows:



|                                      |  | Year ended March 31 |       
|------------------------------------- |  | ------------------- | ------
|                                      |  | 2015                |       
|                                      |  | (in thousands)      |       
|IPO India Plan                        |  | $                   | 869   
|JSOP Plan                             |  |                     | 1,603 
|Option award scheme 2012              |  |                     | 1,824 
|2014 Share Plan                       |  |                     | 264   
|2015 Share Plan                       |  |                     | 60    
|Other share option awards             |  |                     | 554   
|Management scheme (staff share grant) |  |                     | 16,741
|                                      |  | $                   | 21,915



Joint Stock Ownership Plan



In April 2012, the Company established a controlled trust called
the Eros International Plc Employee Benefit Trust (“JSOP Trust”). The JSOP Trust purchased 2,000,164 shares of the
Company out of funds borrowed from the Company and repayable on demand. The Company’s Board, Nomination and Remuneration
Committee recommends to the JSOP Trust certain employees, officers and key management personnel, to whom the JSOP Trust will be
required to grant shares from its holdings at nominal price. Such shares are then held by the JSOP Trust and the scheme is
referred to as the “JSOP Plan.” The shares held by the JSOP Trust are reported as a reduction in stockholders’
equity and termed as ‘JSOP reserves’.



The movement in the shares held by the JSOP Trust is given below:



|                                           |  | Year ended March 31 |          
|------------------------------------------ |  | ------------------- | ---------
|                                           |  | 2015                |          
|Shares held at the beginning of the period |  |                     | 2,000,164
|Shares granted to employees                |  |                     | (80,704) 
|Shares held at the end of the period       |  |                     | 1,919,460





F-31





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Employee Stock Option Plans



A summary of the general terms of the grants under stock
option plans and stock awards are as follows:



|                          |  | Range of 
exercise prices
|------------------------- |  | -------------------------
|IPO India Plan            |  | INR10 – 161              
|IPO Plan – June 2006      |  | GBP 5.28                 
|JSOP Plan                 |  | $ 11.00 - 15.34          
|Option award scheme 2012  |  | $ 11.00                  
|2014 Share Plan           |  | $ 14.97 - 18.50          
|2015 Share Plan           |  | $ 14.97 - 19.17          
|Other share option awards |  | $ 18.88                  



Employees covered under the stock option plans are granted an option
to purchase shares of the Company at the respective exercise prices, subject to requirement of vesting conditions (generally service
conditions). These options generally vest in tranches over a period of three to five years from the date of grant. Upon vesting,
the employees can acquire one share for every option. The maximum contractual term for these stock option plans ranges between
two to ten years.



The activity in these stock option plans is summarized below:



|                                         |  |                          |  | Year
    ended March 31 |          
|---------------------------------------- |  | ------------------------ |  | ----------------------- | ---------
|                                         |  |                          |  | 2015                    |          
|                                         |  | Name of Plan             |  | Number
    of  shares   |          
|Outstanding at the beginning of the year |  | IPO India Plan           |  |                         | 1,397,682
|Granted                                  |  |                          |  |                         | 691,961  
|Exercised                                |  |                          |  |                         | (534,084 
|Forfeited and lapsed                     |  |                          |  |                         | (118,159 
|Outstanding at the end of the year       |  |                          |  |                         | 1,437,400
|Exercisable at the end of the year       |  |                          |  |                         | 413,337  
|                                         |  |                          |  |                         |          
|Outstanding at the beginning of the year |  | IPO Plan June 2006       |  |                         | 62,438   
|Granted                                  |  |                          |  |                         | —        
|Exercised                                |  |                          |  |                         | —        
|Forfeited and lapsed                     |  |                          |  |                         | —        
|Outstanding at the end of the year       |  |                          |  |                         | 62,438   
|Exercisable at the end of the year       |  |                          |  |                         | 62,438   
|                                         |  |                          |  |                         |          
|Outstanding at the beginning of the year |  | JSOP Plan                |  |                         | 2,000,164
|Granted                                  |  |                          |  |                         | 242,035  
|Exercised                                |  |                          |  |                         | (80,704  
|Forfeited and lapsed                     |  |                          |  |                         | (437,838 
|Outstanding at the end of the year       |  |                          |  |                         | 1,723,657
|Exercisable at the end of the year       |  |                          |  |                         | 196,642  
|                                         |  |                          |  |                         |          
|Outstanding at the beginning of the year |  | Option award scheme 2012 |  |                         | —        
|Granted                                  |  |                          |  |                         | 807,648  
|Exercised                                |  |                          |  |                         | 133,603  
|Forfeited and lapsed                     |  |                          |  |                         | —        
|Outstanding at the end of the year       |  |                          |  |                         | 674,045  
|Exercisable at the end of the year       |  |                          |  |                         | —        



F-32





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                         |  |                           |  | Year ended March 31  |        
|---------------------------------------- |  | ------------------------- |  | -------------------- | -------
|                                         |  |                           |  | 2015                 |        
|                                         |  | Name of Plan              |  | Number
    of shares |        
|Outstanding at the beginning of the year |  | 2014 Share Plan           |  |                      | —      
|Granted                                  |  |                           |  |                      | 230,000
|Exercised                                |  |                           |  |                      | —      
|Forfeited and lapsed                     |  |                           |  |                      | —      
|Outstanding at the end of the year       |  |                           |  |                      | 230,000
|Exercisable at the end of the year       |  |                           |  |                      | —      
|                                         |  |                           |  |                      |        
|Outstanding at the beginning of the year |  | 2015 Share Plan           |  |                      | —      
|Granted                                  |  |                           |  |                      | 200,000
|Exercised                                |  |                           |  |                      | —      
|Forfeited and lapsed                     |  |                           |  |                      | —      
|Outstanding at the end of the year       |  |                           |  |                      | 200,000
|Exercisable at the end of the year       |  |                           |  |                      | —      
|                                         |  |                           |  |                      |        
|Outstanding at the beginning of the year |  | Other share option awards |  |                      | —      
|Granted                                  |  |                           |  |                      | 500,000
|Exercised                                |  |                           |  |                      | —      
|Forfeited and lapsed                     |  |                           |  |                      | —      
|Outstanding at the end of the year       |  |                           |  |                      | 500,000
|Exercisable at the end of the year       |  |                           |  |                      | —      



The following table summarizes information about outstanding stock
options:





|                          |  | Year ended March 31                         |     
|------------------------- |  | ------------------------------------------- | ----
|                          |  | 2015                                        |     
|Name of Plan              |  | Weighted  average  remaining  life  (Years) |     
|IPO India Plan            |  |                                             | 2.90
|IPO Plan June 2006        |  |                                             | 1.00
|JSOP Plan                 |  |                                             | 7.30
|Option award scheme 2012  |  |                                             | 5.50
|2014 Share Plan           |  |                                             | 6.47
|2015 Share Plan           |  |                                             | 6.49
|Other share option awards |  |                                             | 5.00



The following table summarizes information about inputs
to the fair valuation model for options granted during the year:



|                                                                | IPO India Plan |  | JSOP(4)       |  | 2012 Optionaward scheme |  | 2014
Share plan |  | 2015
    
Share plan |  | Other share 
option awards
|--------------------------------------------------------------- | -------------- |  | ------------- |  | ----------------------- |  | --------------- |  | -------------------- |  | --------------------------
|Expected volatility(1)(2)                                       | 25% - 75%      |  | 37%           |  | 37%                     |  | 37% - 40%       |  | 40%                  |  | 37%                       
|Option life (Years)                                             | 5.00 - 7.00    |  | 4.00          |  | 2.75                    |  | 2.50 - 5.50     |  | 4.00 - 10.00         |  | 5.00                      
|Dividend yield                                                  | 0%             |  | 0%            |  | 0%                      |  | 0%              |  | 0%                   |  | 0%                        
|Risk free rate                                                  | 7.74% - 8.50%  |  | 0.18% - 3.33% |  | 0.28% - 1.04%           |  | 0.27% - 1.70%   |  | 0.44% - 1.65%        |  | 1.00% - 1.46%             
|Range of fair value of the granted options at the grant date(3) | INR 284 - 380  |  | $4.53         |  | $4.98 - 5.43            |  | $2.94 - 6.59    |  | $3.61 - 6.21         |  | $6.37                     



F-33





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|(1) | The expected volatility in respect of the IPO India Plan is based on
    Eros International Media Limited’s historic volatility.                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The expected volatility of all other options is based on the historic share price
    volatility of the Company over time periods comparable to the time from the grant date to the maturity dates of the
    options.
|(3) | The fair value of options under the JSOP Plan was measured using a Monte-Carlo simulation
    models. Fair value of options granted under all other schemes is measured using a Black Scholes model.                  
|(4) | Options under the JSOP Plan are subject to service and performance conditions as
    set out in the JSOP deed                                                                                                         



Management Scheme (staff share grant)



On September 18, 2013, 5,029,935 ‘A’ ordinary
shares were issued to our CEO and Managing Director at $4.02 per share based on the closing market price on such date. These shares
are restricted and vest over a period of three years on a pro-rata basis.



On September 9, 2014, 36,000 ‘A’ ordinary shares
were issued to certain independent directors at $15.97 per share based on the closing market price on June 5, 2014.



On October 21, 2014, 116,730 ‘A’ ordinary shares
were issued to certain employees at $17.07 per share based on the closing market price on such date. These shares are restricted
and vest over a period of three years on a pro-rata basis.



On June 5, 2014, 525,000 ‘A’ ordinary share awards
were granted to certain executive directors and members of senior management at $14.95 per share based on the closing market price
on such date. These share awards vest subject to certain share price conditions being met on or before May 31, 2015 and the employee
remaining in service until May 31, 2015. On December 1, 2014, 487,500 of the 525,000 restricted shares were issued. As at March
31, 2015, none of the remaining awards were forfeited.



|26 | JOINT SHARE OWNERSHIP RESERVE
|-- | -----------------------------



|                             |  | (in thousands) |        
|---------------------------- |  | -------------- | -------
|Balance at April 1, 2014     |  | $              | (25,505
|Issue out of treasury shares |  |                | 1,031  
|                             |  |                |        
|Balance at March 31, 2015    |  | $              | (24,474



The Joint share ownership reserve represents the cost
of shares issued by Eros International Plc and held by the JSOP Trust to satisfy the requirements of the Joint Share Ownership
Plan (see Note 25).  On June 5, 2014, the Board approved discretionary vesting of 20% of the applicable JSOP shares. In November,
2014, 80,704 ‘A’ ordinary shares held by the JSOP Trust were issued to eligible employees.



The number of shares held by the JSOP Trust at
March 31, 2015 was 1,919,460 ‘A’ ordinary shares (2014: 2,000,164 Ordinary ‘A’ shares).



|27 | OTHER COMPONENTS OF EQUITY
|-- | --------------------------



|                               |  | As at March 31 (in thousands) |       
|------------------------------ |  | ----------------------------- | ------
|                               |  | 2015                          |       
|Movement in Hedging reserve:   |  |                               |       
|Opening balance                |  | $                             | (2,787
|Reclassified to profit or loss |  |                               | 804   
|Closing balance                |  | $                             | (1,983



|Movement in revaluation reserve:                                |  |   |       |  |  |   |       |  |  |   |       | 
|--------------------------------------------------------------- |  | - | ----- |  |  | - | ----- |  |  | - | ----- | 
|Opening balance                                                 |  | $ | 1,528 |  |  | $ | 1,528 |  |  | $ | 233   | 
|Gain recognized on revaluation of property, plant and equipment |  |   | —     |  |  |   | —     |  |  |   | 1,295 | 
|Closing balance                                                 |  | $ | 1,528 |  |  | $ | 1,528 |  |  | $ | 1,528 | 



|Movement in Available for sale fair value reserve:                |  |   |         |   |  |   |         |   | 
|----------------------------------------------------------------- |  | - | ------- | - |  | - | ------- | - | 
|Opening balance                                                   |  | $ | 5,802   |   |  | $ | 5,802   |   | 
|Impairment loss on available-for-sale financial assets            |  |   | 820     |   |  |   | —       |   | 
|Closing balance                                                   |  | $ | 6,622   |   |  | $ | 5,802   |   | 
|                                                                  |  |   |         |   |  |   |         |   | 
|Movement in Foreign Currency Translation Reserves                 |  |   |         |   |  |   |         |   | 
|Opening balance                                                   |  | $ | (43,858 | ) |  | $ | (32,742 | ) | 
|Other comprehensive loss due to translation of foreign operations |  |   | (6,190  | ) |  |   | (11,116 | ) | 
|Closing balance                                                   |  | $ | (50,048 | ) |  | $ | (43,858 | ) | 
|                                                                  |  |   |         |   |  |   |         |   | 
|Total Other Components of Equity                                  |  | $ | (43,881 | ) |  | $ | (39,315 | ) | 



F-34





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|28 | SIGNIFICANT NON-CASH EXPENSES
|-- | -----------------------------



Significant non-cash expenses, except loss on sale of assets, share
based compensation, depreciation, derivative interest and amortization were as follows:



|                                                          |  | As at March 31 |       
|--------------------------------------------------------- |  | -------------- | ------
|                                                          |  | 2015           |       
|                                                          |  | (in thousands) |       
|Net loss/(gain) on held for trading financial liabilities |  | $              | 7,801 
|Impairment loss on available-for-sale financial assets    |  |                | 1,307 
|Provisions for trade and other receivables                |  |                | 3,963 
|Impairment loss on content advances                       |  |                | 3,431 
|Others                                                    |  |                | 503   
|                                                          |  | $              | 17,005



|29 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
|-- | -----------------------------------------



The Group has established objectives concerning the holding and
use of financial instruments. The underlying basis of these objectives is to manage the financial risks faced by the Group.



Formal policies and guidelines have been set to achieve these objectives.
The Group does not enter into speculative arrangements or trade in financial instruments and it is the Group’s policy not
to enter into complex financial instruments unless there are specific identified risks for which such instruments help mitigate
uncertainties.



Management of Capital Risk and Financial Risk



The Group manages its capital to ensure that entities in the Group
will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and
equity balance. The capital structure of the Group consists of debt, which includes the borrowings, cash and cash equivalents and
equity attributable to equity holders of Eros, comprising issued capital, reserves and retained earnings as disclosed in Notes
20 and 22 and the consolidated statement of changes in equity.



The gearing ratio at the end of the reporting period was as follows:



|                                                                      |  | As at March 31 |        
|--------------------------------------------------------------------- |  | -------------- | -------
|                                                                      |  | 20145          |        
|                                                                      |  | (in thousands) |        
|Debt (net of debt issuance cost of $2,940,000
    (2014: $1,716,000)) |  | $              | 314,670
|Cash and cash equivalents                                             |  |                | 153,664
|Net debt                                                              |  |                | 161,006
|Equity                                                                |  |                | 756,055
|Net debt to equity ratio                                              |  |                | 21.3%  



Debt is defined as long and short-term borrowings (excluding derivatives).
Equity includes all capital and reserves of the Group that are managed as capital.



F-35





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Categories of financial instruments



|                                                                    |  | 2015           |         |  | 2014 |  
|------------------------------------------------------------------- |  | -------------- | ------- |  | ---- | -
|                                                                    |  | (in thousands) |        
|Financial assets                                                    |  |                |         |  |      |  
|                                                                    |  |                |         |  |      |  
|Available-for-sale investments                                      |  | $              | 29,917  |  |      | $
|Other financial assets(1)                                           |  |                | 363,106 |  |      |  
|                                                                    |  | $              | 393,023 |  |      | $
|Financial liabilities at amortized  cost                            |  |                |         |  |      |  
|Trade payables excluding value added tax and other tax payables     |  | $              | 26,126  |  |      | $
|Borrowings                                                          |  |                | 314,670 |  |      |  
|Financial Liabilities at fair value through profit or loss          |  |                |         |  |      |  
|Derivatives at fair value through profit or loss - held for trading |  |                | 19,284  |  |      |  
|                                                                    |  | $              | 360,080 |  |      | $



(1) Other financial assets includes loans and receivables, excluding
prepaid charges and statutory receivables, and includes cash and cash equivalents and restricted deposits held with banks.



Financial risk management objectives



Based on the operations of the Group throughout the world, Management
considers that the key financial risks that it faces are credit risk, currency risk, liquidity risk and interest rate risk. The
objectives under each of these risks are as follows:

| | · | credit risk: minimize the risk of default and concentration.
| | - | ------------------------------------------------------------

| | · | currency risk: reduce exposure to foreign exchange movements principally between U.S. dollar, Indian
Rupee and GBP.
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | liquidity risk: ensure adequate funding to support working capital and future capital expenditure
requirements.
| | - | ---------------------------------------------------------------------------------------------------------------

| | · | interest rate risk: mitigate risk of significant change in market rates on the cash flow of issued
variable rate debt.
| | - | ----------------------------------------------------------------------------------------------------------------------



Credit Risk



The Group’s credit risk is principally attributable to its trade
receivables, advances, financial guarantees and cash balances. As a number of the Group’s trading activities require third
parties to report revenues due to the Group this risk is not limited to the initial agreed sale or advance amounts. The amounts
shown within the statement of financial position in respect of trade receivables and advances are net of allowances for doubtful
debts based upon objective evidence that the Group will not be able to collect all amounts due.



Trading credit risk is managed on a country by country basis by
the use of credit checks on new clients and individual credit limits, where appropriate, together with regular updates on any changes
in the trading partner’s situation. In a number of cases trading partners will be required to make advance payments or minimum
guarantee payments before delivery of any goods. The Group reviews reports received from third parties and as a matter of course
reserve the right within the contracts it enters into to request an independent third party audit of the revenue reporting.



The credit risk on cash balances  and derivative
financial instruments is limited because the counterparties are banks with high credit ratings assigned by international
credit rating agencies.



The Group from time to time will have significant concentration
of credit risk in relation to individual theatrical releases, television syndication deals or music licenses. This risk is mitigated
by contractual terms which seek to stagger receipts and/or the release or airing of content. As at March 31, 2015, 56% (2014:
33%) of trade account receivables were represented by the top five debtors. The maximum exposure to credit risk is that shown
within the statement of financial position. The maximum credit exposure on financial guarantees given by the Group for various
financial facilities is described in Note 30.



As at March 31, 2015, the Group did not hold any
collateral or other credit enhancements to cover its credit risks associated with its financial assets.



F-36





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Currency Risk



The Group operates throughout the world with significant operations
in India, the British Isles, the United States of America and the United Arab Emirates. As a result it faces both translation and
transaction currency risks which are principally mitigated by matching foreign currency revenues and costs wherever possible.



The Group’s major revenues are denominated in U.S. Dollars, Indian
Rupees and British pounds sterling which are matched where possible to its costs so that these act as an automatic hedge against
foreign currency exchange movements.



The Group has identified that it will need to utilize hedge transactions
to mitigate any risks in movements between the U.S. Dollar and the Indian Rupee and has adopted an agreed set of principles
that will be used when entering into any such transactions. No such transactions have been entered into to date and the Group has
managed foreign currency exposure to date by seeking to match foreign currency inflows and outflows as much as possible. Details
of the foreign currency borrowings that the Group uses to mitigate risk are shown within Interest Risk disclosures.



As at the statement of financial position date there were no outstanding
forward foreign exchange contracts. The Group adopts a policy of borrowing where appropriate in the local currency as a hedge
against translation risk. The table below shows the Group’s net foreign currency monetary assets and liabilities position
in the main foreign currencies, translated to USD equivalents, as at the year-end:



|                     |  |     |        |  | Net Balance    | 
|-------------------- |  | --- | ------ |  | -------------- | 
|                     |  | USD |        |  | GBP            | 
|                     |  |     |        |  | (in thousands) | 
|As at March 31, 2015 |  |     | 10,420 |  |                | 
|As at March 31, 2014 |  |     | 906    |  |                | 



The above exposure to foreign currency arises where a consolidated
entity holds monetary assets and liabilities denominated in a currency different to the functional currency of that entity.



A uniform decrease of 10% in exchange rates against all foreign
currencies in position as of March 31, 2015 would have increased in the Company’s net income before tax by approximately
$731,000 (2014: $1,007,000 and 2013: $1,236,000) on net income. An equal and opposite impact would be experienced in the event
of an increase by a similar percentage.



Our sensitivity to foreign currency has decreased during
the year ended March 31, 2015 as a result of an increase in assets compared to liabilities denominated in foreign
currency over the comparative period. In Management’s opinion, the sensitivity analysis is unrepresentative of the inherent
foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.



Liquidity Risk



The Group manages liquidity risk by maintaining adequate reserves
and agreed committed banking facilities. Management of working capital takes account of film release dates and payment terms agreed
with customers.



An analysis of short-term and long-term borrowings is set out in
Note 22. Set out below is a maturity analysis for non-derivative and derivative financial liabilities. The amounts disclosed are
based on contractual undiscounted cash flows. The table includes both interest and principal cash flows. To the extent that interest
flows are floating rate, the undiscounted amount is derived from interest rates as at March 31, in each year.



|                                 |  | Total          |         |  | Less than 1 year |   |        | 1-3 years |  |   | 3-5 years |  |  | More than  5 years |      
|-------------------------------- |  | -------------- | ------- |  | ---------------- | - | ------ | --------- |  | - | --------- |  |  | ------------------ | -----
|                                 |  | (in thousands) |         |  |                  |  
|As at March 31, 2015             |  |                |         |  |                  |   |        |           |  |   |           |  |  |                    |      
|Borrowing principal payments     |  | $              | 314,670 |  |                  | $ | 96,397 |           |  | $ | 136,608   |  |  | $                  | 4,867
|Borrowing interest payments      |  |                | 41,908  |  |                  |   | 9,963  |           |  |   | 14,928    |  |  |                    | 9,985
|Derivative financial instruments |  |                | 19,284  |  |                  |   | —      |           |  |   | —         |  |  |                    | —    
|Trade and other payables         |  |                | 29,453  |  |                  |   | 29,453 |           |  |   | —         |  |  |                    | —    



F-37





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                 |  | Total          |         |  | Less than 1 year |   |        | 1-3 years |  |   | 3-5 years |  |  | More than 
5 years |      
|-------------------------------- |  | -------------- | ------- |  | ---------------- | - | ------ | --------- |  | - | --------- |  |  | ------------------ | -----
|                                 |  | (in thousands) |         |  |                  |  
|As at March 31, 2014             |  |                |         |  |                  |   |        |           |  |   |           |  |  |                    |      
|Borrowing principal payments     |  | $              | 258,133 |  |                  | $ | 92,879 |           |  | $ | 158,872   |  |  | $                  | 6,382
|Borrowing interest payments      |  |                | 22,217  |  |                  |   | 11,054 |           |  |   | 10,547    |  |  |                    | 616  
|Derivative financial instruments |  |                | 11,483  |  |                  |   | —      |           |  |   | —         |  |  |                    | —    
|Trade payables                   |  |                | 31,611  |  |                  |   | 31,611 |           |  |   | —         |  |  |                    | —    



At March 31, 2015, the Group had facilities available of $318,409,000
(2014: $277,891,000) and had net undrawn amounts of $800,000 (2014: $19,757,000) available.



In addition, the Group has issued financial guarantees amounting
to $3,014,000 (2014: $8,182,000) in the ordinary course of business, having maturity dates normally up to the next 24 months.
The Group did not earn any fees to provide such guarantees. It does not anticipate any liability on these guarantees as it expects
that most of these will expire unused.



Interest Rate Risk



The Group is exposed to interest rate risk because entities in the
Group borrow funds at both fixed and floating interest rates. The risk is managed by maintaining an appropriate mix between fixed,
capped and floating rate borrowings, and by the use of interest rate swap contracts and forward interest rate contracts. Hedging
activities are evaluated to align with interest rate views to ensure the most cost effective hedging strategies are applied.



Currency, Maturity and Nature of Interest Rate of the Nominal
Value of Borrowings



|                                |  | As at March 31                     |        
|------------------------------- |  | ---------------------------------- | -------
|                                |  | 2015                               |        
|                                |  | (in thousands, except percentages) |        
|Currency                        |  |                                    |        
|U.S. Dollar                     |  | $                                  | 173,198
|Great British Pounds Sterling   |  |                                    | 72,623 
|Indian Rupees                   |  |                                    | 68,849 
|Total                           |  | $                                  | 314,670
|                                |  |                                    |        
|Maturity                        |  |                                    |        
|Due before one year             |  | $                                  | 96,397 
|Due between one and three years |  |                                    | 136,608
|Due between four and five years |  |                                    | 4,867  
|Due after five years            |  |                                    | 76,798 
|                                |  | $                                  | 314,670
|Nature of rates                 |  |                                    |        
|Fixed interest rate             |  | $                                  | 124,375
|Floating rate                   |  |                                    | 190,295
|Total                           |  | $                                  | 314,670



During the current year, the interest exposure was managed through
an interest cap on $100 million entered into in 2012. Two written floor contracts each with $100 million notional value were also
entered into in 2012.



The effect of these instruments in combination is that the maximum
cash outflow is 6% although the written floors mean that should market rates fall below the floor rate, then the interest charged
would be twice the floor rate, although never exceeding 6%. $100 million of the debt facility is classified as floating interest
rate borrowings as at March 31, 2015 and 2014.



The sensitivity analysis assumes a parallel shift of 100 basis points
interest rate across all yield curves. This calculation also assumes that the change occurs at the statement of financial position
date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative
of the average debt outstanding during the period.



At 1% increase in underlying bank rates would lead to decrease
in the Company’s net income before tax by $397,000 for the year ended March 31, 2015 (2014: $645,000) on net
income. An equal and opposite impact would be felt if rates fell by 1%.



This analysis assumes that all other variables, in particular foreign
currency rates, remain constant.



F-38





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Under the interest swap contracts, we have agreed to exchange the
difference between fixed and floating rate interest amounts calculated on an agreed notional principal amount. Such contracts enable
us to mitigate the risk of changing interest rates on the cash flow of issued variable rate debt.



The fair value of interest rate derivatives which comprise derivatives
at fair value through profit and loss is determined as the present value of future cash flows estimated and discounted based on
the applicable yield curves derived from quoted interest rates.



Financial instruments — disclosure of fair value measurement
level



Disclosures of fair value measurements are grouped into the following
levels:

| | · | Level 1 fair value measurements derived from unadjusted quoted prices in active markets for identical
assets or liabilities;
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | · | Level 2 fair value measurements derived from inputs, other than quoted prices included within
Level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Level 3 fair value measurements derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



The table below presents assets and liabilities measured at
fair value on a recurring basis, which are all category level 2:



|                                            
|--------------------------------------------
|                                            
|                                            
|                                            
|Description of type of financial assets     
|Derivative assets                           
|Total                                       
|                                            
|Description of type of financial liabilities
|Derivative liabilities                      
|Total                                       



|                                            
|--------------------------------------------
|                                            
|                                            
|Description of type of financial assets     
|Derivative assets                           
|Total                                       
|                                            
|Description of type of financial liabilities
|Derivative liabilities                      
|Total                                       



Financial assets and liabilities subject to offsetting enforceable
master netting arrangements or similar agreements as at March 31, 2015 are as follows:



|                          |  | As at March 31,2015  |          
|------------------------- |  | -------------------- | ---------
|                          |  | (in thousands)       |          
|                          |  | Averagecontract rate |          
|2012 Interest Rate Cap    |  |                      | 6%       
|2012 Interest Rate Floor  |  |                      | 0.5% - 3%
|2012 Interest Rate Collar |  |                      | 0.5% - 3%
|Total                     |  |                      |          

F-39





EROS INTERNATIONAL PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



None of the above derivative instruments is designated in a hedging
relationship. A loss of $7,801,000 (2014: $5,177,000 gain) in respect of the above derivative instruments has been recognized in
the income statement within other losses. Fair value of interest rate derivative involving interest rate options is estimated
as the present value of the estimated future cash flows based on observable yield curves using an option pricing model.



Reconciliation of Level 3 fair value measurements of financial assets



|                  |  | Availablefor sale offinancial assets |       
|----------------- |  | ------------------------------------ | ------
|                  |  | (in thousands)                       |       
|                  |  |                                      |       
|At March 31, 2015 |  | $                                    | 29,917
|                  |  |                                      |       
|At March 31, 2014 |  | $                                    | 30,340



Other   losses include an impairment loss on available-for-sale
financial assets amounting to $1,307,000 (2014: $Nil). The loss includes a fair value decline of $820,000 (2014: $Nil) which was
previously recognized in other comprehensive income.



There were no transfers between any Levels in any of the years.



|30 | CONTRACTUAL OBLIGATIONS AND COMMITMENTS
|-- | ---------------------------------------



Eros’ material contractual obligations are comprised
of contracts related to content commitments.



|                     |  | Total          |        
|-------------------- |  | -------------- | -------
|                     |  | (in thousands) |        
|As at March 31, 2015 |  | $              | 260,573
|As at March 31, 2014 |  | $              | 180,050



The Group has provided certain stand-by letters of credit amounting
to $96,196,000 (2014: $99,349,000) which are in the nature of performance guarantees issued while entering into film co-production
contracts and are valid until funding obligations under these contracts are met. These guarantees, issued in connection with the
aforementioned content commitments, and included in the table above have varying maturity dates and are expected to fall due within
a period of one to three years.



In addition, the Group has issued financial guarantees amounting
to $3,014,000 (2014: $8,182,000) in the ordinary course of business, and included in the table above, having varying maturity
dates up to the next 24 months. The Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet
its obligations. The Group did not earn any fee to provide such guarantees. It does not anticipate any liability on these guarantees
as it expects that most of these will expire unused.





Operating lease commitments are disclosed in Note 21.



|31 | CONTINGENT LIABILITIES
|-- | ----------------------



During the year ended
March 2015, Eros received two notices from the Commissioner of Service Tax (India) to show cause why an amount aggregating to
$31 million for the period April 1, 2009 to March 31, 2014 should not be levied on and paid on account of service tax arising
on temporary transfer of copyright services and certain other related matters. Eros has filed its objections against the notice
with the authorities. Subsequently in June 2015, Eros received assessment orders from the Commissioner of Service Tax (India)
levying tax as stated above and ordering Eros to pay an additional amount of $31 million as interest and penalties in connection
with the aforesaid matters. Considering the facts and nature of levies and the ad-interim protection for service tax levy for
a certain period granted by the Honorable High Court of Mumbai, the Group expects that the final outcome of this matter will be
favorable. Accordingly, based on the assessment made after taking appropriate legal advice, no additional liability has been recorded
in Group’s consolidated financial statements.



During the year ended
March 2015, Eros also received several assessment orders and demand notices from value added tax and sales tax authorities in
India for the payment of amounts aggregating to $3 million (including interest and penalties) for certain fiscal years between
April 1, 2005 and March 31, 2011. Eros has appealed against each of these orders, and such appeals are pending before relevant
tax authorities. Though there uncertainties are inherent in the final outcome of these matters, the Company believes, based on
assessment made after taking legal advice, that the final outcome of the matters will be favorable. Accordingly, no additional
liability has been recorded in Group’s consolidated financial statements.



From time to time,
Eros is involved in legal proceedings arising in the ordinary course of its business, typically intellectual property litigation
and infringement claims related to the company’s feature films and other commercial activities, which could cause it to
incur expenses or prevent it from releasing a film. While the resolution of these matters cannot be predicted with certainty,
the Group does not believe, based on current knowledge or information available, that any existing legal proceedings or claims
are likely to have a material and adverse effect on its financial position, results of operations or cash flows.



There were no other material ongoing litigations at March 31,
2015 and March 31, 2014.



F-40





EROS INTERNATIONAL
PLC

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS



|32 | RELATED PARTY TRANSACTIONS
|-- | --------------------------



|                               |  |             |                |  | As atMarch 31,2015                       |   |     | As atMarch 31,2014 | 
|------------------------------ |  | ----------- | -------------- |  | ---------------------------------------- | - | --- | ------------------ | 
|                               |  | Details of  |                |  | (in thousands except in
    notes below) |  
|                               |  | transaction |                |  | Liability                                |   |     | Asset              | 
|Red Bridge Ltd.                |  |             | President fees |  |                                          | $ | 106 |                    | 
|550 County Avenue              |  |             | Rent/Deposit   |  |                                          |   | 261 |                    | 
|Line Cross Limited             |  |             | Rent/Deposit   |  |                                          |   | 353 |                    | 
|NextGen Films Pvt Ltd.         |  |             | Purchase/Sale  |  |                                          |   | —   |                    | 
|Everest Entertainment Pvt. Ltd |  |             | Purchase/Sale  |  |                                          |   | —   |                    | 
|Lulla Family                   |  |             | Rent/Deposit   |  |                                          |   | 155 |                    | 



Pursuant to a lease agreement that
expires on March 31, 2016, Eros International Media Limited leases apartments for studio use at Kailash Plaza, 3rd Floor, Opp.
Laxmi Industrial Estate, Andheri (W), Mumbai, from Manjula K. Lulla, the wife of Kishore Lulla. Beginning August 2010, the lease
requires Eros International Media Limited to pay $5,000 each month under this lease. Pursuant to a lease that expires in September
30, 2015, Eros International Media Limited leases for use as executive accommodations the property Aumkar Bungalow, Gandhi Gram
Road, Juhu, Mumbai, from Sunil Lulla (see deposits in the table above).



Pursuant to a lease agreement that
expires on January 4, 2020, Eros International Media Limited leases office premise for studio use at Supreme Chambers, 5th Floor,
Andheri (W), Mumbai from Kishore and Sunil Lulla. Beginning January 2015, the lease requires Eros International Media Limited
to pay $65,000 each month under this lease.



Pursuant to a lease agreement that
expired on March 31, 2015, which was subsequently renewed, the Group leased for U.S. corporate offices, the real estate property
at 550 County Avenue, Secaucus, New Jersey, from 550 County Avenue Property Corp, a Delaware corporation owned by Beech Investments
and of which our President of Americas Operations Ken Naz serves as a Director. The lease commenced on April 1, 2010, and
required the Group to pay $11,000 each month. The lease was renewed on April 1, 2015 for a further period of five years on the
same terms.



Pursuant to a lease agreement that
expires in March 2018, including renewal periods, the Group leases for U.K. corporate offices, the real property at 13 Manchester
Square, London from Linecross Limited, a U.K. company owned indirectly by a discretionary trust of which Kishore Lulla is a potential
beneficiary. The current lease commenced on November 19, 2009 and requires the Group to pay $153,000 each quarter.



Pursuant to an agreement the Group
entered into with Redbridge Group Ltd. on June 27, 2006, the Group agreed to pay an annual fee set each year of $325,000,
$339,000 and $322,000 in the respective years ended March 31, 2015, 2014 and 2013, for the services of Arjan Lulla, the father
of Kishore Lulla and Sunil Lulla, grandfather of Rishika Lulla Singh, uncle of Vijay Ahuja and Surender Sadhwani and an employee
of Redbridge Group Ltd. The agreement makes Arjan Lulla honorary life president and provides for services including attendance
at Board meetings, entrepreneurial leadership and assistance in setting the Group’s strategy. Redbridge Group Ltd. is an
entity owned indirectly by a discretionary trust of which Kishore Lulla is a potential beneficiary.



The Group has engaged in transactions
with NextGen Films Pvt. Ltd., an entity owned by the husband of Puja Rajani, sister of Kishore Lulla and Sunil Lulla, each of
which involved the purchase and sale of film rights. In the year ended March 31, 2015 NextGen Films Pvt. Ltd. sold film rights
$23,550,000 (2014: $22,205,000, 2013: $23,613,000) to the Group, and purchased film rights, including production services, of
$275,000 (2014: $3,923,000 and 2013: $3,859,000).



The Group also engaged in transactions
with Everest Entertainment Pvt. Ltd. entity owned by the brother of Manjula K. Lulla, wife of Kishore Lulla, which is involved
in the purchase and sale of film rights. In March 31, 2015, Everest Entertainment Pvt. Ltd. sold film rights of $408,000 (2014:
$18,000 and 2013: $16,000) to the Group.



During the year the Group has made
charitable donations to the Lulla Foundation of $Nil (2014: $Nil, 2013: $21,000) of which Kishore Lulla is a trustee.



All of the amounts outstanding are
unsecured and will be settled in cash.



As at March 31, 2015, the Group has
provided performance guarantee to a bank amounting to $32,500,000 (2014: $26,306,000) in connection with funding commitments.
under film co-production agreements with NextGen Films Pvt. Ltd and having varying maturity dates upto the next 24 months.  The
Group did not earn any fee to provide such guarantees. It does not anticipate any liability on these guarantees as it expects
that most of these will expire unused. These amounts are included in content commitments under Note 30 above.



F-41





EROS INTERNATIONAL
PLC

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS



|33 | MAJOR CONSOLIDATED ENTITIES
|-- | ---------------------------



|                                          |  | Date          |  | Country ofIncorporation |  | % of votingrights held | 
|----------------------------------------- |  | ------------- |  | ----------------------- |  | ---------------------- | 
|Copsale Limited                           |  | June 2006     |  | BVI                     |  | 100.00                 | 
|Eros Australia Pty Limited                |  | June 2006     |  | Australia               |  | 100.00                 | 
|Eros International Films Pvt. Limited     |  | June 2006     |  | India                   |  | 100.00                 | 
|Eros International Limited                |  | June 2006     |  | U.K.                    |  | 100.00                 | 
|Eros International Media Limited          |  | June 2006     |  | India                   |  | 74.40                  | 
|Eros International USA Inc                |  | June 2006     |  | U.S.                    |  | 100.00                 | 
|Eros Music Publishing Limited             |  | June 2006     |  | U.K.                    |  | 100.00                 | 
|Eros Network Limited                      |  | June 2006     |  | U.K.                    |  | 100.00                 | 
|Eros Pacific Limited                      |  | June 2006     |  | Fiji                    |  | 100.00                 | 
|Eros Worldwide FZ-LLC                     |  | June 2006     |  | UAE                     |  | 100.00                 | 
|Big Screen Entertainment Pvt. Limited     |  | January 2007  |  | India                   |  | 64.00                  | 
|Ayngaran International Limited            |  | October 2007  |  | IOM                     |  | 51.00                  | 
|Ayngaran International Media Pvt. Limited |  | October 2007  |  | India                   |  | 51.00                  | 
|Ayngaran International UK Limited         |  | October 2007  |  | U.K.                    |  | 51.00                  | 
|EyeQube Studios Pvt. Limited              |  | January 2008  |  | India                   |  | 99.99                  | 
|Acacia Investments Holdings Limited       |  | April 2008    |  | IOM                     |  | 100.00                 | 
|Ayngaran Anak Media Pvt. Limited          |  | October 2008  |  | India                   |  | 51.00                  | 
|Belvedere Holdings Pte. Ltd.              |  | March 2010    |  | Singapore               |  | 100.00                 | 
|Eros International Pte Ltd.               |  | August 2010   |  | Singapore               |  | 100.00                 | 
|Digicine Pte. Limited                     |  | March 2012    |  | Singapore               |  | 100.00                 | 
|Colour Yellow Productions Pvt. Limited    |  | May 2014      |  | India                   |  | 50.00                  | 
|Eros Digital FZ LLC                       |  | February 2015 |  | UAE                     |  | 100.00                 | 
|Eros Holdings FZ LLC                      |  | February 2015 |  | UAE                     |  | 100.00                 | 



All of the companies were involved
with the distribution of film content and associated media. All the companies are indirectly owned with the exception of Eros
Network Limited, Eros Worldwide FZ-LLC and Eros International Pte Ltd.



On January 13, 2014, Group shareholdings
of Eros International Media Ltd (EIML) reduced to 74.83% by the exercise of ESOP by the employees and subsequent to the exercise
of ESOP by the employees in the current year, the Group’s shareholding reduced to 74.40%.



In addition to the above the Eros
International Plc Employee Benefit Trust, a Jersey based Trust has been consolidated as it is a fully controlled Trust.



| | 34 | NON-CONTROLLING INTERESTS
| | -- | -------------------------



Details of subsidiary that
have material non-controlling interests



The Group has a number of subsidiaries
held directly and indirectly which operate and are incorporated around the world. Note 33 to the financial statements lists
details of the major consolidated entities and the interests in these subsidiaries. The non-controlling interests that are material
to the Group relate to Eros International Media Limited whose principal place of business is in India.



F-42





EROS INTERNATIONAL
PLC

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS



The table below shows the summarized
financial information of Eros International Media Limited where as at March 31, 2015, non-controlling interests held an economic
interest by virtue of shareholding of 25.60% (March 2014: 25.17%). This summarized financial information represents amounts before
inter-company eliminations.



|                                                                         |  | Year
    ended March 31 |         
|------------------------------------------------------------------------ |  | ----------------------- | --------
|                                                                         |  | 2015                    |         
|                                                                         |  | (in thousands)          |         
|Current assets                                                           |  | $                       | 50,907  
|Non-current assets                                                       |  |                         | 276,027 
|Current liabilities                                                      |  |                         | 104,653 
|Non-current liabilities                                                  |  |                         | 56,840  
|Equity attributable to owners of the Group                               |  |                         | 123,055 
|Equity attributable to non-controlling interests                         |  | $                       | 42,386  
|                                                                         |  |                         |         
|Revenue                                                                  |  | $                       | 177,596 
|Expenses                                                                 |  |                         | 156,726 
|Profit for the year                                                      |  | $                       | 20,870  
|Profit attributable to the owners of the Group                           |  | $                       | 15,523  
|Profit attributable to non-controlling interests                         |  | $                       | 5,347   
|                                                                         |  |                         |         
|Other comprehensive income attributable to the owners of the Group       |  | $                       | (4,314  
|Other comprehensive income attributable to
    non-controlling interests |  |                         | (1,486  
|Other comprehensive income
    during the year                           |  | $                       | (5,800  
|Total comprehensive income attributable to the owners of the Group       |  |                         | 11,209  
|Total comprehensive income attributable to
    non-controlling interests |  |                         | 3,861   
|Total comprehensive income
    during the year                           |  | $                       | 15,070  
|                                                                         |  |                         |         
|Net cash inflow from operating activities                                |  | $                       | 124,549 
|Net cash outflow from investing activities                               |  |                         | (145,465
|Net cash inflow from financing activities                                |  |                         | 2,169   
|Net cash (outflow)/inflow                                                |  | $                       | (18,747 



No dividends were paid to non-controlling
interests during the year (2014: $Nil).



|35 | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
|-- | ----------------------------------------------



Estimates and judgments are evaluated
on a regular basis and are based on historical experience and other factors, such as expectations of future events that are believed
to be reasonable under the present circumstances.



The Group makes estimates and assumptions
concerning the future. These estimates, by definition, will rarely equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial
year are highlighted below:



F-43





EROS INTERNATIONAL
PLC

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS



|35.1. | Goodwill
|----- | --------



The Group tests annually whether
goodwill has suffered impairment, in accordance with its accounting policy. The recoverable amount of cash-generating units has
been determined based on value in use calculations. These calculations require estimates to be made over revenue growth, margin
stability and discount rates which are based on management assumptions however in the event that there is an unforeseen event
which materially affects these assumptions it could lead to a write down of goodwill.



|35.2. | Basis of Consolidation
|----- | ----------------------



The Group evaluates arrangements
with special purpose vehicles in accordance with of IFRS 10 – Consolidated Financial Statements to establish how transactions
with such entities should be accounted for. This requires a judgment over control such that it is exposed, or has rights, to variable
returns and can influence the returns attached to the arrangements.



|35.3. | Intangible Assets
|----- | -----------------



The Group is required to identify
and assess the useful life of intangible assets and determine their income generating life. Judgment is required in determining
this and then providing an amortization rate to match this life as well as considering the recoverability or conversion of advances
made in respect of securing film content or the services of talent associated with film production.



Accounting for the film content requires
Management’s judgment as it relates to total revenues to be received and costs to be incurred throughout the life of each
film or its license period, whichever is the shorter. These judgments are used to determine the amortization of capitalized film
content costs. The Group uses a stepped method of amortization on first release film content writing off more in year one which
recognizes initial income flows and then the balance over a period of up to nine years. In the case of film content that is acquired
by the Group after its initial exploitation, commonly referred to as Library, amortization is spread evenly over the lesser of
10 years or the license period. Management’s policy is based upon factors such as historical performance of similar films,
the star power of the lead actors and actresses and others. Management regularly reviews, and revises when necessary, its estimates,
which may result in a change in the rate of amortization and/or a write down of the asset to the recoverable amount.



The Group tests annually whether
intangible assets have suffered any impairment, in accordance with the accounting policy. These calculations require judgments
and estimates to be made, and, as with Goodwill, in the event of an unforeseen event these judgments and assumptions would need
to be revised and the value of the intangible assets could be affected. There may be instances where the useful life of an asset
is shortened to reflect the uncertainty of its estimated income generating life. This is particularly the case when acquiring
assets in markets that the Group has not previously exploited.



|35.4. | Valuation of Available-for-Sale Financial Assets
|----- | ------------------------------------------------



The Group follows the guidance of
IAS 39 – Financial Instruments: Recognition and Measurement to determine, where possible, the fair value of its available-for-sale
financial assets. This determination requires significant judgment. In making this judgment, the Group evaluates, among other
factors, the duration and extent to which the fair value of an investment is less or more than its cost; the financial health
of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology
and operational and financing cash flow.



|35.5. | Income Taxes and Deferred Taxation
|----- | ----------------------------------



The Group is subject to income taxes
in various jurisdictions. Judgment is required in determining the worldwide provision for income taxes. Judgment is required when
determining whether the Group should recognize a deferred tax asset, based on whether Management considers there is sufficient
certainty in future earnings to justify the carry forward of assets created by tax losses and tax credits. Judgment is also required
when determining whether the Group should recognize a deferred tax liability on undistributed earnings of subsidiaries. Where
the ultimate outcome is different than that which was initially recorded there will be an impact on the income tax and deferred
tax provisions.



|35.6. | Share Based Payments
|----- | --------------------



The Group is required to evaluate
the terms to determine whether share based payment is equity settled or cash settled. Judgment is required to do this evaluation.
Further, the Group is required to measure the fair value of equity settled transactions with employees at the grant date of the
equity instruments. The fair value is determined principally by using the Black Scholes model and/or Monte Carlo Simulation Models
which require assumptions regarding interest free rates, share price volatility, the expected life of an employee equity instrument
and other variables. The basis and assumptions used in these calculations are disclosed within Note 25.

F-44





EROS INTERNATIONAL
PLC

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS



|36 | ADOPTION OF NEW AND REVISED STANDARDS
|-- | -------------------------------------



|36.1. | Standards, Interpretations and Amendments to Published Standards that
    are not yet effective
|----- | -----------------------------------------------------------------------------------------------

Certain
new standards, interpretations and amendments to existing standards have been published that are mandatory for our accounting
periods beginning on or after April 1, 2015 or later periods. Those which are considered to be relevant to Group’s
operations are set out below.



|i. | In May 2014, the IASB issued IFRS 15 Revenue from Contracts with
    Customers (“IFRS 15”).  This standard provides a single, principle-based five-step model to be applied to
    all contracts with customers. Guidance is provided on topics such as the point at which revenue is recognized, accounting
    for variable consideration, costs of fulfilling and obtaining a contract and various other related matters. IFRS 15 also
    introduced new disclosure requirements with respect to revenue.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
five steps in the model under IFRS 15 are : (i) identify the contract with the customer; (ii) identify the performance
obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligations in the contracts; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

IFRS
15 replaces the following standards and interpretations:



|• |  | IAS 11 “Construction Contracts”
|- |  | -------------------------------



|• |  | IAS 18 “Revenue”
|- |  | ----------------



|• |  | IFRIC 13 “Customer Loyalty Programmes”
|- |  | --------------------------------------



|• |  | IFRIC 15 “Agreements for the Construction of Real Estate”
|- |  | ---------------------------------------------------------



|• |  | IFRIC 18 “Transfers of Assets from Customers”
|- |  | ---------------------------------------------



|• |  | SIC-31 “Revenue - Barter Transactions Involving Advertising Services”
|- |  | ---------------------------------------------------------------------

When
first applying IFRS 15, it should be applied in full for the current period, including retrospective application to all contracts
that were not yet complete at the beginning of that period. In respect of prior periods, the transition guidance allows an option
to either:



|• |  | apply IFRS 15 in full to prior periods (with certain limited practical expedients being
    available); or
|- |  | ----------------------------------------------------------------------------------------------------------



|• |  | retain prior period figures as reported under the previous standards, recognizing the cumulative
    effect of applying IFRS 15 as an adjustment to the opening balance of equity as at the date of initial application (beginning
    of current reporting period).
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

IFRS
15 is effective for fiscal years beginning on or after January 1, 2017. Earlier application is permitted. The Company is
currently evaluating the impact that this new standard will have on its consolidated financial statements.



|ii. | In May 2014, the IASB issued two amendments with respect to IAS 16 “Property, Plant
    and Equipment” (“IAS 16”) and IAS 38 “Intangible Assets” (“IAS 38”) dealing with
    acceptable methods of depreciation and amortization.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The amended IAS 16 prohibits
entities from using a revenue based depreciation method for items of property, plant and equipment. Further the amendment under
IAS 38 introduces a rebuttable presumption that revenue is not an appropriate basis for amortization of an intangible assets.
However this presumption can only be rebutted in two limited circumstances:



| | i) | the intangible is expressed as a measure of revenue i.e. when the predominant
    limiting factor inherent in an intangible asset is the achievement of a contractually specified revenue threshold; or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | it can be demonstrated that revenue and the consumption of economic benefits
    of the intangible assets are highly correlated. In these circumstances, revenue expected to be generated from the intangible
    assets can be an appropriate basis for amortization of the intangible asset.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The amendments apply prospectively
and are effective for annual periods beginning on or after January 1, 2016, with earlier application permitted. The Company is
currently evaluating the impact that this amendment to IAS 16 and IAS38 will have on its consolidated financial statements.



F-45





EROS INTERNATIONAL
PLC

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS



|iii. | In July 2014, the IASB finalized and issued IFRS 9 – Financial Instruments (“IFRS
    9”). IFRS 9 replaces IAS 39 “Financial instruments: recognition and measurement, the previous Standard which
    dealt with the recognition and measurement of financial instruments in its entirety upon the former’s effective date.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Key
requirements of IFRS 9:



|i. | Replaces IAS 39’s measurement categories with the following three categories:
|-- | -----------------------------------------------------------------------------



|• |  | fair value through profit or loss (‘FVTPL’)
|- |  | -------------------------------------------



|• |  | fair value through other comprehensive income (‘FVTOCI’)
|- |  | --------------------------------------------------------



|• |  | amortized cost
|- |  | --------------



|ii. | Eliminates the requirement for separation of embedded derivatives from hybrid financial
    assets, the classification requirements to be applied to the hybrid financial asset in its entirety.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|iii. | Requires an entity to present the amount of change in fair value due to change in entity’s
    own credit risk in other comprehensive income.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------



|iv. | Introduces new impairment model, under which the “expected” credit
    loss are required to be recognized as compared to the existing “incurred” credit loss model of IAS 39.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|v. | Fundamental changes in hedge accounting by introduction of new general hedge accounting model which:
|-- | ----------------------------------------------------------------------------------------------------



|• |  | Increases the eligibility of hedged item and hedging instruments;
|- |  | -----------------------------------------------------------------



|• |  | Introduces a more principles–based approach to assess hedge effectiveness.
|- |  | --------------------------------------------------------------------------

IFRS
9 is effective for annual periods beginning on or after January 1, 2018.

Earlier
application is permitted provided that all the requirements in the Standard are applied at the same time with two exceptions:



|i. | The requirement to present changes in the fair value of a liability due to changes in own
    credit risk may be applied early in isolation;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------



|ii. | Entity may choose as its accounting policy choice to continue to apply hedge accounting
    requirements of IAS 39 instead of new general hedge accounting model as provided in IFRS 9.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company is currently evaluating the impact of this new standard on its consolidated financial statements.



|37. | ACQUISITION OF UNDERTAKING
|--- | --------------------------



On June 9, 2014, our subsidiary undertaking
EIML executed a binding term sheet (“Term Sheet”) to acquire a controlling stake in Universal Power Systems Private
Limited (“Techzone”), a company involved in mobile value added services that has a billing integration in place with
major telecom operators in India. EIML has made an advance of $2.5 million to Techzone ahead of completion of transaction to provide
working capital. Subsequently, EIML has entered into a share purchase agreement (“Share Purchase Agreement”) dated
February 24, 2015 with Techzone and its promoters to acquire the entire shareholding of Techzone from its promoters (“Transaction”).
The Transaction will conclude upon receipt of applicable regulatory approvals and fulfillment of other closing conditions listed
in the Share Purchase Agreement. As at the authorization date of these financial statements, EIML is awaiting applicable regulatory
approval before the Transaction can be concluded.



F-46