SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549



FORM 20-F



|☐  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2017
|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 001-32945



|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 AvenueSecaucus, New Jersey 07094Tel: (201) 558 9001                                                                                                                  
|(Address of principal executive offices)                                                                                                                                        
|                                                                                                                                                                                
|Oliver WebsterCains Fiduciaries Limited
    First Names House
    Victoria Road
    Douglas, IM2 4DF
    Isle of Man
    Tel: (44) 1624 630 630
    Email: fiduciaries@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, 2017, 41,312,202 ‘A’ ordinary shares and 19,379,382
‘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 to 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, a non-accelerated filer, or an emerging growth company. 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 ☐
|------------------------- |  | ------------------- |  | -----------------------
|Emerging growth company ☑ |  |                     |  |                        



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐



† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.



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 report 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



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐   No ☐






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                                                   |     | 29  
|ITEM 4A.                                                        | UNRESOLVED STAFF COMMENTS                                                    |     | 64  
|ITEM 5.                                                         | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |     | 64  
|ITEM 6.                                                         | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |     | 82  
|ITEM 7.                                                         | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |     | 95  
|ITEM 8.                                                         | FINANCIAL INFORMATION                                                        |     | 98  
|ITEM 9.                                                         | THE OFFER AND LISTING                                                        |     | 99  
|ITEM 10.                                                        | ADDITIONAL INFORMATION                                                       |     | 100 
|ITEM 11.                                                        | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |     | 109 
|ITEM 12.                                                        | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |     | 110 
|                                                                |                                                                              |     |     
|PART II                                                         |                                                                              |     |     
|ITEM 13.                                                        | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |     | 111 
|ITEM 14.                                                        | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |     | 111 
|ITEM 15.                                                        | CONTROLS AND PROCEDURES                                                      |     | 111 
|ITEM 16A.                                                       | AUDIT COMMITTEE FINANCIAL EXPERT                                             |     | 112 
|ITEM 16B.                                                       | CODE OF ETHICS                                                               |     | 112 
|ITEM 16C.                                                       | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       |     | 112 
|ITEM 16D.                                                       | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |     | 112 
|ITEM 16E.                                                       | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |     | 113 
|ITEM 16F.                                                       | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT                                 |     | 113 
|ITEM 16G.                                                       | CORPORATE GOVERNANCE                                                         |     | 113 
|ITEM 16H.                                                       | MINE SAFETY DISCLOSURE                                                       |     | 113 
|                                                                |                                                                              |     |     
|PART III                                                        |                                                                              |     |     
|ITEM 17.                                                        | FINANCIAL STATEMENTS                                                         |     | 114 
|ITEM 18.                                                        | FINANCIAL STATEMENTS                                                         |     | 114 
|ITEM 19.                                                        | EXHIBITS                                                                     |     | 115 
|                                                                |                                                                              |     |     
|SIGNATURES                                                      |                                                                              |     | 117 
|                                                                |                                                                              |    
|INDEX TO EROS INTERNATIONAL’S CONSOLIDATED FINANCIAL STATEMENTS |                                                                              | F-1



i




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,”, “the Group”, “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 (IASB) unless otherwise indicated, reference to GAAP. Our fiscal year ends on March 31
of each year. When we refer to a fiscal year, such as fiscal year 2017 or FY 2017, we are referring to the fiscal year ended on
March 31 of that year. The “Founders Group” refers to Beech Investments Limited, 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 regional 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 Hindi and regional 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,
Telugu and other regional languages 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:

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

| | · | our ability to successfully defend class action law suits we are party to in the U.S.;
| | - | --------------------------------------------------------------------------------------

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

| | · | our
                                         ability to maintain or raise sufficient capital;
| | - | ---------------------------------------------------------------------------------------------

| | · | 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 achieve the desired growth rate of Eros Now, our digital OTT entertainment
                                         service;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 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;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | our ability to mitigate risks relating to distribution and collection in international markets;
| | - | -----------------------------------------------------------------------------------------------

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

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

| | · | our
                                         ability to compete with other forms of entertainment;
| | - | --------------------------------------------------------------------------------------------------

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

| | · | our ability to combat piracy and to protect our intellectual property;
| | - | ----------------------------------------------------------------------

| | · | our
                                         ability to achieve or maintain an effective system of internal control over financial
                                         reporting;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ii






| | · | 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;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | · | our
                                         ability to satisfy debt obligations, fund working capital and pay dividends;
| | - | -------------------------------------------------------------------------------------------------------------------------

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

| | · | our
                                         ability to address the risks associated with acquisition opportunities; and
| | - | ------------------------------------------------------------------------------------------------------------------------

| | · | our ability to respond to the challenges relating to the international distribution of our films
and related products.
| | - | ----------------------------------------------------------------------------------------------------------------------



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.



iii




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 statements of income data for each of the three years ended
March 31, 2017, 2016, and 2015 and the selected statements of financial position data as of March 31, 2017, and 2016 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
statements of income data for each of the two years ended March 31, 2014 and 2013 and the selected historical statements
of financial position data as of March 31, 2015, 2014 and 2013 have been derived from audited consolidated financial statements
not included in this Annual Report on Form 20-F.



|                                               |  | Year
    ended March 31,                      |         
|---------------------------------------------- |  | --------------------------------------------- | --------
|                                               |  | 2017                                          |         
|                                               |  | (in thousands,
    except earnings per share) |         
|Selected Statements
    of Income Data         |  |                                               |         
|Revenue                                        |  | $                                             | 252,994 
|Cost
    of sales                              |  |                                               | (164,240
|Gross
    profit                               |  |                                               | 88,754  
|Administrative
    costs                       |  |                                               | (63,309 
|Operating
    profit                           |  |                                               | 25,445  
|Net finance
    costs                          |  |                                               | (17,156 
|Other
    gains/(losses)                       |  |                                               | 14,205  
|Profit
    before tax                          |  |                                               | 22,494  
|Income
    tax expense                         |  |                                               | (11,039 
|Net
    income (1)                             |  | $                                             | 11,455  
|                                               |  |                                               |         
|Earnings per share                             |  |                                               |         
|Basic                                          |  | $                                             | 0.06    
|Diluted                                        |  | $                                             | 0.05    
|                                               |  |                                               |         
|Weighted average number of
    ordinary shares |  |                                               |         
|Basic                                          |  |                                               | 59,410  
|Diluted                                        |  |                                               | 60,943  
|                                               |  |                                               |         
|Other non-GAAP
    measures                    |  |                                               |         
|EBITDA (2)                                     |  | $                                             | 42,548  
|Adjusted
    EBITDA (2)                        |  | $                                             | 55,664  



1






|                                                     |  | Year
    ended March 31, |          
|---------------------------------------------------- |  | ------------------------ | ---------
|                                                     |  | 2017                     |          
|                                                     |  | (in thousands)           |          
|Selected Statement of Financial
    Position Data:   |  |                          |          
|Cash and cash
    equivalents                        |  | $                        | 112,267  
|Goodwill                                             |  |                          | 4,992    
|Total assets                                         |  |                          | 1,343,365
|                                                     |  |                          |          
|Debt:                                                |  |                          |          
|Current portion                                      |  |                          | 180,029  
|Long-term portion                                    |  |                          | 89,841   
|Total liabilities                                    |  |                          | 459,817  
|                                                     |  |                          |          
|Equity attributable to Eros
    International Plc    |  |                          | 804,457  
|Equity
    attributable to non-controlling interests |  |                          | 79,091   
|Total
    equity                                     |  | $                        | 883,548  



_______________



*On completion of purchase price allocation, the carrying amounts of intangible
assets- others, related deferred tax liabilities and goodwill are recasted to reflect fair value adjustments relating to acquisition
of a subsidiary. Refer Note 4 Acquisition.



|(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, |        
|---------------------------------------------------------- |  | ------------------------ | -------
|                                                           |  | 2017                     |        
|                                                           |  | (in thousands)           |        
|Net income                                                 |  | $                        | 11,455 
|Income tax expense                                         |  |                          | 11,039 
|Net finance costs                                          |  |                          | 17,156 
|Depreciation                                               |  |                          | 1,082  
|Amortization(a)                                            |  |                          | 1,816  
|EBITDA (Non-GAAP)                                          |  |                          | 42,548 
|(Gain)/Impairment of available-for-sale financial assets   |  |                          | (58    
|Transaction costs relating to equity transactions          |  |                          | —      
|Net (Gain)/Loss on held for trading derivative instruments |  |                          | (10,297
|Share based payments                                       |  |                          | 23,471 
|Adjusted
    EBITDA (Non-GAAP)(b)                          |  | $                        | 55,664 



| | _______________ | 
| | --------------- | 

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



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



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
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2






| | · | 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      |  | 45.46      |  | 47.49 |  | 43.90
|2012           |  | 50.89      |  | 48.01      |  | 53.71 |  | 44.00
|2013           |  | 54.52      |  | 54.36      |  | 57.13 |  | 50.64
|2014           |  | 60.35      |  | 60.35      |  | 68.80 |  | 53.65
|2015           |  | 62.58      |  | 61.15      |  | 63.70 |  | 58.46
|2016           |  | 66.25      |  | 65.39      |  | 68.84 |  | 61.99
|2017           |  | 64.85      |  | 67.01      |  | 68.86 |  | 64.85
|               |  |            |  |            |  |       |  |      
|Months         |  |            |  |            |  |       |  |      
|April 2016     |  | 66.39      |  | 66.42      |  | 66.70 |  | 66.05
|May 2016       |  | 66.96      |  | 66.88      |  | 67.59 |  | 66.36
|June 2016      |  | 67.51      |  | 67.27      |  | 67.92 |  | 66.51
|July 2016      |  | 66.77      |  | 67.16      |  | 67.49 |  | 66.77
|August 2016    |  | 66.94      |  | 66.90      |  | 67.18 |  | 66.63
|September 2016 |  | 66.58      |  | 66.71      |  | 67.10 |  | 66.28
|October 2016   |  | 66.72      |  | 66.74      |  | 66.94 |  | 66.49
|November 2016  |  | 68.56      |  | 67.64      |  | 68.86 |  | 66.39
|December 2016  |  | 67.92      |  | 67.81      |  | 68.29 |  | 67.38
|January 2017   |  | 67.48      |  | 68.05      |  | 68.39 |  | 67.48
|February 2017  |  | 66.67      |  | 66.97      |  | 67.40 |  | 66.67
|March 2017     |  | 64.85      |  | 65.80      |  | 66.83 |  | 64.85
|April 2017     |  | 64.27      |  | 64.54      |  | 65.10 |  | 64.08
|May 2017       |  | 64.50      |  | 64.42      |  | 64.87 |  | 64.03
|June 2017      |  | 64.62      |  | 64.45      |  | 64.66 |  | 64.23



|(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



Anonymous letters to regulators or business
associates or anonymous allegations on social media 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 operations and could
negatively impact the market price for our Notes or A ordinary shares; we are party to class action lawsuits in the U.S. and an
adverse ruling could have a material adverse effect on our business, financial condition and results of operations and could negatively
impact the market price of our Notes or our A ordinary shares.



We have been, and in the future may be, the target
of anonymous letters sent to regulators or business associates or anonymous allegations posted on social media or circulated in
short selling reports regarding our accounting, business practices and 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
the Company’s Audit Committee 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, the public dissemination of these allegations has, and in
the future may, adversely affect our reputation, business and the market for our securities, including the Notes, and requires
us to spend significant time and incur substantial costs to address them.



In October 2015, there were a series of anonymous allegations
on social media targeted at the Company’s accounting practices and disclosures following which the market price for our A
ordinary shares dropped materially with the lowest being $5.59 per share. The Company’s Audit Committee subsequently appointed
Skadden Arps Slate Meagher & Flom LLP to assist them in conducting an independent internal review of the allegations. With
the assistance of Skadden Arps Slate Meagher & Flom LLP, the Company’s Audit Committee conducted the internal review
which commenced in November 2015 and completed in March 2016, which did not result in any recommendations for restatements to prior
year financials.



Beginning on November 13, 2015, the Company was named
a defendant in five substantially similar putative class action lawsuits filed in federal court in New Jersey and New York by purported
shareholders of the Company. The three actions in New Jersey were consolidated, and, on May 17, 2016, were transferred to the United
States District Court for the Southern District of New York where they were then consolidated with the other two actions on May
27, 2016. In general, the plaintiffs alleged that the Company, and in some cases also the Company’s management, violated
federal securities laws by overstating the Company’s financial and business results, enriching the Company’s controlling
owners at the expense of other stockholders, and engaging in improper accounting practices.



On April 5, 2016, a lead plaintiff and lead counsel
were appointed in the now consolidated New York action. A single consolidated complaint was filed on July 14, 2016 and amended
on October 10, 2016. The plaintiffs have alleged that the Company and certain individual defendants — Kishore Lulla, Jyoti
Deshpande, Andrew Heffernan, and Prem Parameswaran — have violated the federal securities laws, specifically Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 or the Exchange Act. The amended consolidated complaint claims are primarily
focused on whether the Company and individual defendants made material misrepresentations concerning the Company’s film
library and materially misstated the usage and functionality of Eros Now, our digital OTT entertainment service.



The Company’s most recent motion to dismiss the
amended consolidated complaint was filed on November 11, 2016 and its reply brief was filed on January 6, 2017. The motion to dismiss
contends that the amended consolidated complaint fails to identify any actionable false statements or omissions, provides no evidence
of scienter, and suffers from other legal shortcomings. The Company’s motion is fully briefed and awaiting argument which
is expected to happen in the near future. Although the Company remains confident in the prospects of dismissal, there can be no
assurances that we will not become subject to unfavorable interim or preliminary rulings that prolong the litigation process or
that a favorable outcome will be obtained.



We are unable to predict how long such proceedings
will continue, and anticipate that we will continue to incur significant costs in connection with these matters to the extent not
covered by our insurance policy and that these proceedings, investigations and inquiries will result in a substantial distraction
of management’s time, regardless of the outcome. To the extent that this or any future litigation to which we are a party
results in an unfavorable judgment or if we decide to settle this or other lawsuits, we may be required to pay substantial monetary
damages or fines, or make changes to our products or business practices.



4






If anonymous letters are sent to regulators or business associates or anonymous allegations are posted on
social media or we become subject to class action lawsuits or any other related lawsuits or investigations or proceedings by regulators
in the future, it could result in a diversion of management resources, time and energy, significant costs, a material decline in
the market price for our Notes or 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, prospects, financial condition, results
of operations and ability to access the capital markets.



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 monetizing Indian film content
that we primarily co-produce or acquire from third parties, and then distribute through various channels. We have also set up Trinity
Pictures as a studio to develop and produce franchise films in-house and create our own intellectual property. Our ability to successfully
enter into co-productions and to acquire content depends on, among other things, 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 monetization. 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. This is also dependent on relationships with various writers and talent
and has execution risks associated with it. If any such relationships are adversely affected, or we are unable to form new relationships,
or our Trinity Pictures initiative fails 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, liquidity and results of
operations could be materially adversely affected.



Our business involves substantial capital
requirements, and our inability to maintain or raise sufficient capital could materially adversely affect our business.



Our business requires a substantial investment of capital
for the production, acquisition and distribution of films and a significant amount of time may elapse between our expenditure of
funds and the receipt of revenues from our films. This may require us to fund a significant portion of our capital requirements
from our credit facilities or other financing sources. Any capital shortfall could have a material adverse effect on our business,
prospects, financial condition, results of operations and liquidity.



Delays, cost overruns, cancellation or
abandonment of the completion or release of films may have a material 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.



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.



5






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.



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.



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



We have acquired 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 monetizing 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.



In addition, we typically only own certain rights for
the monetization of content, which limits our ability to monetize 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 “Business — Our
Business Description — 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 monetize 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.



Based on our agreements in effect as of March 31, 2017,
if we do not otherwise extend or renew our existing rights, we anticipate the rights we currently license in Hindi and regional
languages, will expire as summarized in the table below.





|Term Expiration Dates      |  | Hindi Film Rights                                                                        |     |  | RegionalFilm Rights(1) | 
|-------------------------- |  | ---------------------------------------------------------------------------------------- | --- |  | ---------------------- | 
|                           |  | (approximate percentage 
of films whose licensed rights expire 
in the period indicated) |    
|Prior to December 31, 2020 |  |                                                                                          | 28% |  |                        | 
|2021-2025                  |  |                                                                                          | 34% |  |                        | 
|2026-2030                  |  |                                                                                          | 6%  |  |                        | 
|2031-2045                  |  |                                                                                          | 21% |  |                        | 
|Perpetual(2)               |  |                                                                                          | 11% |  |                        | 



|(1) | Excludes
    the Kannada digital rights library for which we have perpetual rights subject to applicable copyright law.                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.



6






We may face claims from third parties that
our films may be infringing on their intellectual property.



Third parties may claim that certain of our films misappropriate
or infringe such third parties’ intellectual property rights with respect to previously developed films, stories, characters,
other entertainment or intellectual property. We may receive in the future claims of infringement or misappropriation of other
parties’ proprietary rights. Any such assertions or claims may impact our rights to monetize the related films. Irrespective
of the validity or the successful assertion of such claims, we could incur significant costs and diversion of resources in defending
against them. If any claims or actions are asserted against us, we may seek to settle such claim by obtaining a license from the
plaintiff covering the disputed intellectual property rights. We cannot provide any assurances, however, that under such circumstances
a license, or any other form of settlement, would be available on reasonable terms or at all. Any of these occurrences could have
a material adverse effect on our business, prospects, financial condition and results of operations.



Our business involves risks of liability
claims for media content.



As a producer and distributor of media content, we
may face potential liability for:



| | • | defamation;
| | - | -----------



| | • | invasion of privacy;
| | - | --------------------



| | • | negligence;
| | - | -----------



| | • | copyright or trademark infringement; and
| | - | ----------------------------------------



| | • | other claims based on the nature and content of the materials distributed.
| | - | --------------------------------------------------------------------------



These types of claims have been brought, sometimes
successfully, against producers and/or distributors of media content. Any imposition of liability that is not covered by insurance
or is in excess of insurance coverage could have a material adverse effect on our business and financial condition.



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 comScore 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 multiplex and single-screen operators have now
moved to a digital distribution model that provides greater clarity on the number of screenings given to our films, many still
do not have computerized tracking systems for box office receipts which can be tracked independently by a third party and we are
reliant on box office reports generated internally by these multiplex and single screen operators which may not be entirely accurate
or transparent.



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.



7






There is uncertainty regarding the impact
of currency demonetization in India on our business.



The Reserve Bank of India, or RBI, and the Ministry of Finance of the Government of India withdrew the legal
tender status of ₹500
and₹1,000
currency notes pursuant to the notification dated November 8, 2016. The short-term impact of this development has been, among other
things, a decrease in liquidity of cash in India. There is uncertainty on the long-term impact of this action. The RBI has also
established, and continues to refine, a process for holders of affected currency notes to tender such notes for equivalent value
credited into the holders’ respective bank accounts.



The short and long term effects of demonetization on the Indian economy, India’s capital markets and
our business are uncertain and we cannot accurately predict its effect on our business, results of operations, financial condition
and prospects. . We believe that, after the announcement of demonetization, our short term theatrical revenues were negatively
impacted and we released 13 films in the second half of fiscal year 2017 as compared to 27 films in the second half of fiscal
year 2016.



We depend on our relationships with theater
operators and other industry participants to monetize 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 monetization 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.



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.



Eros Now, our digital OTT entertainment
service accessible via internet-enabled devices may not achieve the desired growth rate.



While Eros Now was soft launched in 2012 and as of March 31, 2017 we had over 60 million registered users.
A Small Portion of the Eros Now user base are paid subscribers as we have only recently begun efforts towards monetization. As
of March 2017, we had 2.1 million paying subscribers. We must continue to grow and retain subscribers in India (one of our key
markets) where they are currently used to traditional channels for content consumption, as well as grow our subscriber base in
markets outside of India. Our ability to attract and retain subscribers will depend in part on our ability to consistently provide
our subscribers a high quality experience with respect to content and features and the quality of data connectivity (either Wi-Fi,
broadband, 3G or 4G mobile data) in India.



To achieve
and sustain desired growth rate from Eros Now, we must accomplish numerous objectives, including substantially increasing
the number of paid subscribers to our service and retaining them, without which our revenues from digital stream will be adversely
affected. We cannot assure you that we will be able to achieve these objectives due to any of the factors listed below, among
other factors:



| | • | our ability to maintain an adequate content offering;
| | - | -----------------------------------------------------



| | • | our ability to maintain, upgrade and develop our service offering on an ongoing basis;
| | - | --------------------------------------------------------------------------------------



| | • | our ability to successfully distribute our service across multiple mobile, internet and cable platform worldwide;
| | - | -----------------------------------------------------------------------------------------------------------------



| | • | our ability to secure and retain distribution across various platforms including telecom operators and original equipment manufacturers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



8






| | • | our ability to convert free registered users into paid subscribers and retain them;
| | - | -----------------------------------------------------------------------------------



| | • | our ability to compete effectively against other Indian and foreign OTT services;
| | - | ---------------------------------------------------------------------------------



| | • | our ability to manage technical glitches or disruptions;
| | - | --------------------------------------------------------



| | • | our ability to attract and retain our employees;
| | - | ------------------------------------------------



| | • | any changes in government regulations and policies; and
| | - | -------------------------------------------------------



| | • | any changes in the general economic conditions specific to the internet and the movie industry.
| | - | -----------------------------------------------------------------------------------------------



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.



We rely on the proper and efficient functioning
of our computer and database systems, and a large-scale malfunction could result in disruptions to our business.



Our ability to keep our business operating depends
on the proper and efficient operation of our computer and database systems, which are hosted by third party providers. Computer
and database systems are susceptible to malfunctions and interruptions (including those due to equipment damage, power outages,
computer viruses and a range of other hardware, software and network problems), and we cannot guarantee that we will not experience
such malfunctions or interruptions in the future. A significant or large-scale malfunction or interruption of one or more of our
computer or database systems could adversely affect our ability to keep our operations running efficiently. Any malfunction that
results in a wider or sustained disruption to our business could have a material adverse effect on our business, prospects, financial
condition and results of operations.



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. For example, the results of the United Kingdom’s
referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and
our business, financial condition and results of operations. In June 2016, a majority of voters in the United Kingdom elected to
withdraw from the European Union in a national referendum. The referendum was advisory, and the terms of any withdrawal are subject
to a negotiation period that could last two years after the government of the United Kingdom formally initiates a withdrawal process.
However, the referendum has created uncertainty about the future relationship between the United Kingdom and the European Union.
The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawing as
well. These developments have had and may continue to have an adverse effect on global economic conditions and the stability of
global financial markets.



9






According to the International Monetary Fund’s
World Economic Outlook Database, published in April 2017, the GDP growth rate of India is projected to increase from 6.8% in 2016
to approximately 7.2% in 2017 and 7.7% in 2018. The Central Statistics Office has estimated that the growth rate in GDP for the
year ended March 31, 2017 is 7.1%.



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, Tamil and Telugu 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 2.2 increase in value as compared to the U.S. dollar in the Fiscal Year 2017. In the Fiscal Year 2016 it dropped
by 2.5%. Changes in the growth of the Indian economy and the continued volatility of the Indian Rupee, may adversely affect our
business. As of March 31, 2017, Eros International Plc had debt of $62.67 million in relation to a £50 million retail bond
offering in October 2014. There can be no assurance, however, that currency fluctuations will not lead to an increase in
the amount of this debt.



Further, at
the end of the Fiscal Year 2017 $112.7 million, or 41.5% 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 or the Notes. Consequently, we may be required
to use revenues generated in Indian Rupees to service our U.S. dollar-denominated debt or the Notes. 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 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Exchange Rate” for further information.



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 “Management’s Discussion and Analysis of Financial Condition
and Results of Operations — Exchange Rate” for further information.



10






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 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 Video on Demand
(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 including crossover from our Eros Now online entertainment service 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 Viacom, The Walt Disney Company, 21st Century Fox, Sony
Pictures, Amazon, and Netflix, many of which are substantially larger and have greater financial resources, including competitors
that 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 monetize 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.



11






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 with 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. 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.



Litigation may also be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of
others or to defend against claims of infringement or invalidity. Regardless of the legitimacy or the success of these claims,
we could incur 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, prospects, financial condition and results of operations.



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, erosentertainment.com, erosnow.comand although our Indian subsidiaries
currently own over 70 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 of America, India and elsewhere.



12






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.



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 monetize digital and other emerging technologies, it could
have a material adverse effect on our business, prospects, financial condition and results of operations.



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.



13






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 for high budget films released during or after
the fiscal year 2014, and 40% of the capitalized cost for all other films, in the first 12 months of their initial commercial
monetization, and then the balance evenly over the lesser of the term of the rights held by us and nine years. Our management has
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 for high
budget films released during or after the fiscal year 2014, and 20% of capitalized cost for all other films, is amortized in the
initial quarter of their commercial monetization. In the fiscal year 2009 and the 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 judgment
is involved 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 monetization, 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 International Accounting Standard 36: Impairment of Assets issued by IASB.



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.



IFRS 15 is effective for Fiscal Years beginning on
or after January 1, 2018 wherein earlier adoption is permitted. The Company is currently evaluating the impact that this new standard
will have on its consolidated financial statements. Because the amendment to IFRS 15 has not yet been 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.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information.



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 or the 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 United States, unless we cease to qualify as an “emerging growth
company.” 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 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 and certify the same in a timely manner, 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.



14






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 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 Limited, 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.



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 “Certain
Relationships 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.



15






Eros India has entered into shareholder agreements
with third party shareholders of two of its non-wholly-owned subsidiaries, Big Screen Entertainment Private Limited, and Ayngaran
International Limited (“Ayngaran”), and have signed a term sheet with Colour Yellow Productions Private Limited. See
“Business” for further information. 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 Private Limited, 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.



The interests of the other shareholders with respect
to the operation of Big Screen Entertainment Private Limited, Colour Yellow Productions Private Limited and Ayngaran may not be
aligned with our interests. As a result, although we own a majority of the ownership interest in each of Big Screen Entertainment
Private Limited, Ayngaran and 50% of the shareholding of Colour Yellow Productions Private Limited, 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.
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.



To be successful, we need to attract and
retain qualified personnel.



Our success continues to depend to a significant extent
on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel.
Competition for the caliber of talent required to produce and distribute our films continues to increase. We cannot assure you
that we will be successful in identifying, attracting, hiring, training and retaining such personnel in the future. If we were
unable to hire, assimilate and retain qualified personnel in the future, such inability would have a material adverse effect on
our business and financial condition.



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 additional 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.



16






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.



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. 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 monetization 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 civil and criminal proceedings in India. We are also subject to certain tax proceedings in India, including service
tax claims aggregating to approximately $61 million, value added tax and sales tax claims aggregating to approximately $3 million,
as of March 31, 2017 for the period between Fiscal Year 2010 to Fiscal Year 2015. 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. See “Business Overview— Litigation” for further details.



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.



17






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 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 converting their 1,000 seater theaters 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 which may have an impact on our business, results of operations and prospects, to the extent that we are unable to
suitably respond to and comply with any such changes in applicable law and policy include the following:



| | • | The General Anti Avoidance Rules (“GAAR”) have come into effect from financial year
2017-18. The tax consequences of the GAAR provisions being applied to an arrangement could result in denial of tax benefit under
the domestic tax laws as well as under a tax treaty, amongst other consequences. In the absence of any precedents on the subject,
the application of these provisions is uncertain.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Over the years, Indian Government has come
up with various initiatives to accelerate economic growth, boost Indian markets and achieve transparency in the tax structures.
GST is one such initiative which is expected to bring in all of these benefits and much more. It is estimated that GST will positively
impact economic growth.



| | • | The Government of India has w.e.f. 1 July, 2017 implemented comprehensive national Goods and Services
Tax (“GST”) that subsumes all existing indirect taxes such as Excise Duty, Service Tax, Countervailing Duty
(CVD), Value Added Tax (VAT), Entertainment Tax at State level, Entry Tax etc. and only one tax i.e. GST is to be levied and collected
on value additions at each stage of supply of goods and services at national level. . GST is introduced in view of amendment made
to the Constitution of India, by the Constitution (One Hundred and First Amendment) Act 2016, which grants enabling powers to central
and state government to make laws relating to GST. While the Government of India and certain state governments have announced that
all committed incentives will be protected following the implementation of the GST, given the limited availability of information
in the public domain concerning the GST, we cannot provide any assurance as to this or any other aspect of the tax regime following
implementation of the GST. Any future increases or amendments may affect the overall tax efficiency of companies operating in India
and may result in significant additional taxes becoming payable. If, as a result of a particular tax risk materializing, the tax
costs associated with certain transactions are greater than anticipated, it could affect the profitability of such transactions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18






| | • | GST is also expected to bring in overall tax efficiencies in the business due to factors such as
reduction in effective tax rate, seamless flow of credit, simplified tax structure, abolishment of inter-state barriers, reduction
in cascading effect of taxes etc. Further, it is anticipated that, zero rated exports will enhance international competitiveness.
Also, the uniform tax rates all across the country will make GST neutral to geographical locations.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The Organization of Economic Co-operation and Development (OECD) released the final package of
all Action Plans of the Base Erosion and Profit Shifting (BEPS) project in October 2015. India is a member of G20 and active participant
in the BEPS project. The BEPS project lead to a series of measures being developed across several actions such as the digital economy,
treaty abuse, design of Controlled Foreign Company Rules, intangibles, country-by-country reporting, preventing artificial avoidance
of PE status, improving dispute resolution etc. Several of these measures required implementation through changes in domestic law.
As regards those measures which required implementation through changes to bilateral treaties, it was felt that a Multilateral
Convention (MLI) that modified the existing bilateral treaty network would be preferable as it would ensure speed and consistency
in implementation. Accordingly, MLI was introduced to incorporate treaty related measures identified as part of the final BEPS
measures in relation to:
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | − | Neutralising the effects of hybrid mismatch arrangements;
| | - | ---------------------------------------------------------

| | − | Preventing the granting of treaty benefits in inappropriate circumstances;
| | - | --------------------------------------------------------------------------

| | − | Preventing the artificial avoidance of Permanent Establishment status;
| | - | ----------------------------------------------------------------------

| | − | Making dispute resolution mechanisms more effective.
| | - | ----------------------------------------------------



India has signed the MLI to implement tax treaty related
measures to prevent BEPS, on 7 June 2017. The MLI will operate to modify the existing tax treaties entered into between various
countries.



An equalization levy or EL in respect of e-commerce
transactions has been introduced in India with effect from June 1, 2016. EL is to be deducted in respect of payments towards “specified
services” (in excess of Indian Rupees100,000). A “specified service” means online advertisement, any provision for digital advertising space or any other
facility or service for the purpose of online advertisement and includes any other service as may be notified. Deduction of EL
at the rate of six per cent (on a gross basis) is the responsibility of Indian residents / non-residents having a permanent establishment
or PE in India on payments to non-residents (not having a PE in India). Consequently, if a non-resident (not having a PE in India)
earns income towards a “specified service” which is chargeable to EL, then the same would be exempt in the hands of
non-resident company.



Also, the concept of Place of Effective Management
(POEM) is introduced for the purpose of determining tax residence of foreign companies in India. The POEM is defined to mean a
place where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole
are in substance made. This could have significant impact on the foreign companies holding board meeting(s) in India, having key
managerial personnel located in India, having regional headquarters located in India, etc. One of the key consequences in case
the POEM of a foreign company is considered to be situated in India and consequently, it becomes tax resident in India, is that
its global income would be taxable in India (even if it is not earned in India).



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.



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 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, for example, local authorities close
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.



19






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 including any class action litigation, 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, as of June 30, 2017 we owned approximately
66.22% of Eros India. Over time, we may lose control over its activities and, consequently, lose our ability to consolidate
its revenues.



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, 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 20.3% including cess and surcharge. In addition, the Shareholders
Agreement of Ayngaran, limits the ability of that entity to pay dividends without shareholders’ 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 was renewed with the
execution of the 2016 Relationship Agreement between Eros India, Eros Worldwide and us (“Relationship Agreement”).
The Relationship Agreement, exclusively assigns to Eros Worldwide,certain
intellectual property rights and all distribution rights for films, excluding certain Tamil films (and other than global digital
distribution rights, which are retained by Eros Worldwide), in all territories other than India, Nepal, and Bhutan, that are held
by between Eros India and certain of its subsidiaries (the “Eros India Group”). In return, Eros Worldwide provides
a lump sum minimum guaranteed fee to the Eros India Group in a fixed payment equal to 40% 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 20% thereon as markup. We refer to these payments collectively as the Minimum Guaranteed Fee. Eros Worldwide
is also required to reimburse the Eros India Group pre-approved distribution expenses in connection with such film, plus an amount
equal to 20% thereon as markup (“distribution expenses”). In addition, 15% of the gross proceeds received by the Eros
International Group from monetization of such films, after certain amounts are retained by the Eros International Group, are payable
over to the Eros India Group.



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 have complete control 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.



20






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



As of March 31, 2017, we had $271.5 million
of borrowings outstanding of which $180.7 million is repayable within one year. We may also incur substantial additional indebtedness.
Our indebtedness could have important consequences, including the following:



| | • | we may be unsuccessful in refinancing our revolving credit facility;
| | - | --------------------------------------------------------------------



| | • | 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;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | in order to manage our debt and cash flows, we may increase our short-term indebtedness and decrease
our long-term indebtedness which may not achieve the desired results;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | 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 their secured loans to each of Eros India and Eros International
                                         Limited prior to their maturity, which as of March 31, 2017, represented $100.03
                                         million of the outstanding indebtedness of Eros India and $17.98 million as of March
                                         31, 2017 of the outstanding indebtedness of Eros International Limited. Further in the
                                         event we decide to repay certain lenders of Eros India, we will be required to obtain
                                         their prior approval and/or prior notice of up to 30 days and this may also involve levy
                                         of prepayment charges of up to 2%;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | certain
                                         Eros India loan agreements are subject to annual renewal, and until these renewals are
                                         obtained, the lenders under these loan agreements may at any time require repayment of
                                         amounts outstanding. As at March 31, 2017, loan agreements amounting to $26.0
                                         million were pending annual renewal;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | 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 A 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 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 existing credit facilities as well as our GBP denominated London Stock
Exchange listed bond (“UK Retail Bond”).



Our existing credit facilities and the UK Retail Bond
contain 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.



21






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, 2017, and
assuming no additional borrowings or principal payments on our credit facilities and the UK Retail Bond until their maturities,
we would need approximately $180.7 million over the next year, and $89.96 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.



Our trade accounts receivables were $226.8 million
as at March 31, 2017, $169.3 million as of March 31, 2016 and $197.8 million as at March 31, 2015. If the cash flow,
working capital, financial condition or results of operations of our customers deteriorate, they may be unable, or they may otherwise
be unwilling, to pay trade account receivables owed to us promptly or at all. In addition, from time to time, we have significant
concentrations of credit risk in relation to our trade account receivables as a result of individual theatrical releases, television
syndication deals or music licenses. Although we use contractual terms to stagger receipts and/or the release or airing of content,
as of March 31, 2017, 25.1% of our trade account receivables were represented by our top five debtors, compared to 54.2% as of
March 31, 2016. Any substantial defaults or delays by our customers could materially and adversely affect our cash flow, and we
could be required to terminate our relationships with customers, which could adversely affect our business, prospects, financial
condition, results of operations.



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 48.9% of our fiscal year 2017 net revenue from the monetization
of our films in territories outside of India. We do not track revenues by geographical region other than based on our Company
or customer domicile and not necessarily the country where the rights have been monetized 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. Further, we may enter into a number of our contracts for international
markets that have longer payment cycles that may extend up to a year from the date of the contract creating a mismatch in revenue
and cash received.



We are currently in the process of entering the China
market. If we are unsuccessful in the production, distribution and monetization of films not only in India but also in the international
markets including China, we may suffer losses and it may materially affect our growth prospects.



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



| | • | 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;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22






| | • | 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;
| | - | ------------------------------------------------------------------------------------



| | • | higher past due debtor days and 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. 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. For instance, in Fiscal 2016, our subsidiary, Eros India acquired 100% of the shares and
voting interest in Techzone, to utilize Techzone’s billing integration and distribution across major telecom operations in
India, in order to complement our Eros Now services. 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.



23






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 per share and the lowest price was $2.96
per share, 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 ended May 31, 2017, was $39.01 per share and the lowest price was $5.59 per share. The market price of the A ordinary
shares on the NYSE may fluctuate as a result of several factors, including the following:

| | · | attacks from short sellers;
| | - | ---------------------------

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

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

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

| | · | 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;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | · | 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.
| | - | ---------------------------------------------------------------------------------------------------------



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 have also recently become the subject
of securities class action litigation against us. Securities litigation against us could result in substantial costs and divert
our management’s attention from other business concerns, which could adversely impact our business and affect the market
price of our A ordinary shares.



24






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.



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 June 30, 2017, the Founders Group collectively
owns 43.93% of our issued share capital in the form of 12,783,454 A ordinary shares, representing 6.89% of the voting power of
our outstanding ordinary shares, and 13,879,382 B ordinary shares, representing all of our B ordinary shares and 74.77%
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 unless and 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 substantial 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.



25






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.



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 50% of the value of all assets owned
by the company or entity, or and (ii) exceeds the amount of 100 million rupees.



26






If the Indian tax authorities determine that our A
ordinary shares derive their value substantially from assets located in India you may be subject to Indian income taxes on the
income arising, directly or indirectly, through the sale of our A ordinary shares. However, the impact of the above indirect transfer
provisions would need to be separately evaluated under the tax treaty scenario of the country of which the shareholder is a tax
resident. 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.



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.



Judgementsobtained 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, the courts of India would not automatically enforce judgments
of U.S. courts obtained in such actions against us or our directors and officers, or entertain actions brought in India against
us or such persons predicated solely upon United States federal securities laws. Further, the U.S. has not been declared by the
Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds
upon which Indian courts may decline to enforce the judgments of United States courts. Some remedies available under the laws of
United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in
Indian courts if contrary to public policy in India. Since judgments of United States courts are not automatically enforceable
in India, it may be difficult for you to recover against us or our directors and officers based upon such judgments. There is uncertainty
as to whether the courts of the Isle of Man 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 courts would be competent to hear original actions brought in the Isle of Man against
us or such persons predicated upon the securities laws of the United States or any state.



27






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. We have experienced such downgrade from two of our
analysts in fiscal 2016 during the period of anonymous short seller attack on our stock. If one or more of these analysts cease
coverage of our company or fail to publish reports on us regularly, or fail to maintain a favourable outlook on the company, it
may cause investor sentiment to be weak, 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, 2017,
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, 2014 and 2015 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.



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.



28






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 Isle of Man,
Companies Act 2006 (as amended) commonly referred to as the 2006 Act. We maintain our registered office at Fort Anne, Douglas,
Isle of Man IM15PD, our principal executive office in the U.S.A 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 2017, 2016 and
2015 were $173.5 million, $211.3 million
and $276.2million 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 2018
to be approximately $180-$200 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. The Company was founded in 1977 and is one of the oldest companies in the Indian film industry to focus on international
market. We believe we are pioneers in our business. Our success is built on the relationships we have cultivated over the past
40 years with leading talent, production companies, exhibitors and other key participants in our industry. By leveraging these
relationships, we have aggregated rights to over 3,000 films in our library, including recent and classic titles that span different
genres, budgets and languages. Eros Now, our digital OTT entertainment service, has rights to over 10,000 films, out of which
around 5,000 films are owned in perpetuity, across Hindi and regional languages from Eros’s internal library as well as
third party aggregated content, which we believe makes it one of the largest Indian movie offering platforms around the
world.



We have a multi-platform business model and derive revenues from the following three distribution channels:



| | • | Theatrical:The theatrical
                                         channel largely includes revenues from multiplex chains and single screen theaters. We
                                         are a leading player in a growing and under-penetrated cinema market with three out of
                                         top four and seven out of top 15 box office hits in calendar year 2015. We released a total of 45 films in
                                         fiscal year 2017, including five high budget films and 10 medium budget films, which
                                         is indicative of our scale and leading market position.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Television Syndication:We de-risk our theatrical revenues while enhancing revenue predictability
through pre-sales and television syndication which includes satellite television broadcasting, cable television and terrestrial
television which are facilitated by our long-standing Eros brand, reputation and industry relationships. We license Indian film content (usually a combination of new releases and existing films in our library) over
a stated period of time in exchange for a license fee, where payments terms may extend up to a year; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Digital
                                         and ancillary: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 mainly monetize music assets and distribute movies and
                                         other content primarily in Internet Protocol television (IPTV), Video on Demand (VOD)
                                         (including Subscription Video on Demand (SVOD) and Direct-to-Home (DTH)) and online internet
                                         channels. This enables us to prolong the lifecycle of our films and film library. We
                                         are present in a high-growth digital market with India projected to have over 969
                                         million wireless internet users by 2021, according to the FICCI Report
                                         2017.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29






Content development and acquisition



The success of our film distribution business lies
in our ability to acquire and develop content. We have been building and adding to our film library for the past 40 years
and each year, through acquisition and co-production arrangements, we seek to acquire rights to 60 to 70 additional films. We currently
own or have license rights over approximately 3,000 films, including recent and classic titles that span different genres, budgets
and languages. Each year, we focus on co-production, acquisition and distribution of a diverse portfolio of Indian language and
themed films that we believe will have a wide audience appeal. For fiscal 2017, we released a total of 45 films in India and overseas.
These comprised 12 Hindi films, 16 Tamil and 2 Telugu language films and 15 regional films. The Company’s strong
portfolio of films drove theatrical, television and digital/ancillary revenues worldwide with key titles such as Housefull 3
(Hindi), Sardaar Gabbar Singh (Telugu), Baar Baar Dekho (Hindi), Dishoom (Hindi) and Ki and Ka (Hindi), Rock On 2
(Hindi), Kahaani 2 (Hindi), Chaar Sahibzaade 2 (Punjabi) and Double Feluda (Bengali) contributing a significant share to our
revenue for fiscal 2017.



For fiscal year 2017 our aggregate revenues
were $253 million which were derived from theatrical, television syndication and digital and ancillary distribution channels.
Our typical annual slate of new releases consists of both Hindi language films and regional language films, primarily Tamil, Telugu
and 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) which we release globally. Of the total 45 movies acquired in the year, five are high budget films.
We released 10 medium budget films in fiscal 2017 which mainly comprise Hindi, Tamil, Telugu and regional language films. This
annual release slate is built around the high budget films to create a slate that will attract varying segments of the audience.
The low budget film slate consists of Hindi, Tamil, Telugu and other regional language films.



We have maintained our focus on high and medium budget
Hindi films because these films typically have better production values, more recognizable stars that attract larger theatrical
audiences and also drive higher revenues from television syndication in India. We seek to mitigate the risks associated with these
high 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.



With a focus on creating intellectual property in-house
along with delivering wholesome entertainment to audiences, we have entered into key co-production partnerships with producers
and directors. Colour Yellow Production, a subsidiary of Eros India with Anand L Rai has announced film releases across budgets,
genres and languages, which also includes Anand L Rai’s directorial venture. This co-production model along with
our in-house production franchise ‘Trinity’ gives us better visibility on actual cost of production ensuring capped
budgets and exclusive distribution rights, typically for at least 20 years.



In-House Production Arm — Trinity Pictures



We set up Trinity Pictures in fiscal year 2015 as
what we believe to be one of India’s first dedicated franchise studio that creates valuable intellectual property around
powerful character and plot-driven franchises and monetizes these properties across films, merchandising, gaming amongst others.
Trinity’s first franchise “Sniff-I Spy” is currently in production and is set for release in fiscal
year 2018. Two editions of Sniff comics have already been released along with iconic Chacha Choudhary comics. These
comics are available in five languages. Sniff mobile games and video games will also hit the markets following the movie’s
release. Merchandizing and animation series are also being prepared.



Trinity Pictures, the company’s visionary venture
and in-house franchise label has more than twenty franchises across new and diverse genres. Out of these twenty franchises, five
are lined up in the next couple of years — a spy-superhero film, Sniff directed by Amole Gupte, — a live action
tri-lingual (Hindi, Telugu and Tamil) elephant film to be directed by multiple award-winning Tamil director, Prabhu Solomon, ace
director Krish’s buddy cop film which will be shot in Hindi and Tamil simultaneously, featuring popular lead actors from
both South India and the Hindi film industry, an action thriller to be directed by Vipul Amrutlal Shah to be shot next year and
two Indo-China co-productions, a first for any Indian studio — Kabir Khan’s travel drama and Siddharth Anand’s
cross-cultural romantic comedy currently titled Love In Beijing.



30






Award winning content / franchise



We are strategically positioned as a leader in our
industry and are able to monetize our films through multiple channels globally. We have won over 189 awards in the last three
Fiscal Years including Best Studio of the Year and Excellence in International Distribution. Some of our films from fiscal year
2017 that won awards include – Dishoom, Baar Baar Dekho, Phobia, Nil Battey Sannata, Parktan,
Olappeeppei. Further, our films won Best Film, Best Director, Best Story, Best Actor, Best Music, Best Special Effects
awards and Best Child Actor awards, to name a few. Bajrangi Bhaijaan won 37 awards including National Award for Popular
Film. Bajirao Mastani won over 78 award titles including National Award for Best Director. Tanu Weds Manu Returns
won 18 awards including National Award for Best Female Actor in a leading role, Hero won 7 awards and Badlapur won
7 awards. Our Malayalam film Pathemari also won a national award for Best Malayalam Film.



Market opportunity



Domestic: Our distribution capabilities
enable us to target a majority of the 1.3 billion people in India, our primary market for Hindi language films where, according
to bollywoodhungama.com, we participated in two, seven and four films of the top fifteen grossing films in India, in calendar year
2016, 2015 and 2014 respectively. Recently, as demand for regional films 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 overseas. 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.



Overseas: Depending on the film, the
distribution rights we acquire may be global, international or India only. Indian films have a global appeal and their popularity
has been increasing in many countries that consume dubbed and subtitled foreign content in local languages. These markets includes
Germany, Poland, Russia, France, Italy, Spain, Indonesia, Malaysia, Japan, South Korea, the Middle East and Latin America among
others. Additionally, there is a large established Indian diaspora in North America which has a strong interest in the content
of the Indian film industry. In all these markets it is the locals who are neither English nor Hindi speaking who view the content
of the Indian film in a dubbed or subtitled version in their language, similar to the manner in which they view Hollywood content.
In markets with large South Asian populations, such as the United States and the United Kingdom, comScore reported our market
share (as an average over the preceding six calendar years to 2016) as 31% of all theatrically released Indian language films
in the United Kingdom and the United States, based on gross collections. Other international markets that exhibit significant
demand for subtitled or dubbed Indian-themed entertainment include Europe and Southeast Asia. China is increasingly becoming an
important market and we expect to release select films from our slate for wider release into China. In fiscal year 2017, a Bollywood
Film Dangal was released in China across 9,000 screens and grossed about $180 million at the box office, underpinning the potential
of the China Market. As per information published by Campaign Asia-Pacific, based on data from PricewaterhouseCoopers’ Global
Entertainment and Media Outlook 2016 — 2020 (“PwC Outlook 2016”), China is expected to overtake the U.S.
box office this year. The China box office grew 49% in 2015 to $6.3 billion and was expected to grow to $10.3 billion this
year. In comparison, the U.S. box office was expected to contract from $10.3 billion to $10 billion this year. Hollywood’s
share of the Chinese box office has slipped to 38.4% in 2015 from 45.5% in 2014. In early 2014 China had just under 19,000 screens
and by end of 2015 that number grew to almost 32,000, with 8,035 screens being added in 2014. Overall China is propelling Asia-Pacific’s
growth (including Indonesia and Malaysia) with box office revenue across Asia-Pacific expected to grow to $21.11 billion in 2020
and continues to emerge as an important growth markets for the Indian film industry.



Eros Now



Eros Now has over 60 million registered users across
WAP, APP and Web and had 2.1 million paying subscribers as of March 31 2017. Eros Now has steadily grown its registered user base
from 19 million users in the fourth quarter of Fiscal 2015 to 60 million users in Fiscal 2017, an overall growth of 216% during
the period. Eros Now has steadily grown its paying subscribers from 1.1 million users in the first quarter of Fiscal 2017 to 2.1
million users in the fourth quarter of Fiscal 2017, an overall growth of 91% in the same period. Continuing with the momentum
as of June 2017, Eros Now has 68 million registered users and 2.9 million paying subscribers. We define paying subscribers to
mean any subscriber who has made a valid payment to subscribe to a service that includes Eros Now services as part of a bundle
or on a standalone basis, either directly or indirectly through an OEM or TELCO in any given month, be it through a daily, weekly
or monthly billing pack, as long as the validity of the pack is for at least one month. While a majority of registered users are
from India, Eros Now has registered users in 135 different countries.



Eros Now is focused on offering quality content
including Indian films, music and original shows, opening new markets, delivering consumer-friendly product features such as offline
viewing and subtitles and adopting a platform agnostic distribution strategy on Android and iOS platforms across mobile phones,
tablets, cable or internet, including through deals with OEMs. Eros Now has integration deals around the world with telecom operators
and different OEMs and connected devices. Content is a key driver behind Eros Now’s success. We believe our library size
of over 10,000 films with over 50% of the library is held in perpetuity and 30% expiry over next 10 years will position Eros Now
to be the largest Indian language OTT service worldwide.



31






Our revenue model focuses on business to business
(B2B) distribution which includes our partnerships with leading mobile operators in India, including Idea Cellular, Bharti-Airtel,
Vodafone, BSNL and Reliance Jio. With these platforms offering Eros Now integrated as part of their video services, it has increased
Eros Now’s potential of reaching a significant number of India’s total mobile subscribers. Eros Now also has partnered
with Micromax, Samsung and Smartron to pre-bundle Eros Now in smart phones sold in India. It has also entered into partnerships
with several leading electronic payment platforms including Paytm, Mobikwik, SBI Buddy, Freecharge and Speedpay that enable Eros
Now subscribers to make easy and hassle free payments using e-wallet services. Eros Now recently announced a strategic integration
deal with Ola, India's leading mobile app for transportation, using Ola’s connected in-car entertainment platform for ridesharing,
Ola Play. This strategic revenue-sharing partnership will enable an immersive and personalized experience that customers can seamlessly
control through their smartphones as well as through a device mounted at the back of the seat.



Eros Now has also entered the Malaysian market
with partnerships with the country’s leading telecom operators, Maxis Berhad and U Mobile. Eros Now is the only Indian OTT
platform to penetrate the growing Malaysian market. Eros Now recently entered into a partnership with T-Mobile’s video streaming
program, Binge On. Eros Now is accessible to T-Mobile’s large customer base of approximately 71.5 million users across the
U.S.A., who can stream its extensive library of Bollywood and regional language films, music, and originals. Eros Now is available
on Lyca TV, which is the world’s largest OTT ethnic entertainment provider and delivers broad range of international content
across multiple devices. Eros Now has also partnered with Jadoo TV, a leading distributor of internet based South Asian and multicultural
content provider across the U.S.A., Europe and Australia. Eros Now is focused on the monetization of its global user base and
has a target to achieve 6 to 8 million paying subscribers by the end of fiscal 2018.



Eros Now has billing integration system with Fortumo,
a leading global provider of direct carrier billing. Fortumo payments cover 98 markets and connect merchants to subscribers of
more than 350 mobile operator networks. Apple has featured the Eros Now app in its “App Store Best of 2016”.



Eros Now enhances its consumer appeal through exploring
dynamic genres to create unseen, relatable and contemporary “Originals” that target the youth of India and are
an important part of the Eros Now content strategy. Eros Now’s original content offering began with the release of Salute
Siachen, India’s first ever celebrity high endurance expedition to the Siachen Glacier which was shot on a mobile phone.
In addition, Eros Now originals such as Flesh by Siddharth Anand, Smoke and Side Hero will be launched in Fiscal 2018. These originals
follow a rigorous greenlighting process just like films, with script, screenplay, budgeting pilot episode production, market research
and testing of the pilot episode and final production. Eros Now has also added a series of short originals titled Black and White
which range from interviews to teˆ te-a ̈ -teˆ te with leading talent from the Indian film industry and are shot
exclusively for Eros Now. Another short form of original content available on Eros Now is “E-Buzz”, this offers exclusive
behind the scene to all social celebrity events on the calendar.



Eros Now — Market Opportunity



Eros Now is uniquely positioned to benefit from
the fast growing internet and mobile penetration in India. As per Telecom Regulatory Authority of India (TRAI) there are over
1.2 billion wireless subscribers in India at the end of December 2016. The number of wireless internet users in India are likely
to cross 969 million by 2021. The number of internet-enabled mobile phones exceeded 300 million in 2016 and is expected to hit
700 million in 2021. It is expected that over the next couple years, 3G and 4G subscribers would constitute over 80% of the wireless
internet subscribers base. Initiatives such as broadband rollout and public Wi-Fi as part of the government’s Digital India
campaign and the promotion of 4G data packs by leading telecoms will only help boost the quality of digital infrastructure in
India.



Our portfolio of films over the last three completed
fiscal years comprised 173 films. In fiscal 2017 our aggregate revenues were $253 million and we released 45
films in total either in India, overseas or both. These comprised 12 Hindi films, 16 Tamil films and 17 regional language films.The Company’s strong portfolio of films like Ki & Ka, Housefull 3, Baar Baar Dekho, Kahaani 2 (Overseas), Sardaar
Gabbar Singh, 24 (Tamil), Janatha Garage and Dishoom drove theatrical, television and digital/ancillary revenues worldwide.



Our total revenues for fiscal 2017 decreased to $253.0 million from
$274.4million in fiscal 2016, our net income decreased to $11.5 million for fiscal
2017 from $13.3 million in fiscal 2016, EBITDA (Non-GAAP) increased to $42.5
million in fiscal 2017 from$36.3 million in fiscal 2016 and Adjusted EBITDA (Non-GAAP) decreased to $55.7 million
from $70.9 million in fiscal 2016.



32




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, |        
|----------------- |  | ------------------------ | -------
|                  |  | 2017                     |        
|                  |  | (in thousands)           |        
|India             |  | $                        | 129,251
|Europe            |  |                          | 7,695  
|North America     |  |                          | 10,132 
|Rest of the world |  |                          | 105,916
|Total revenue     |  | $                        | 252,994



|                  |  | Year ended March 31, |       
|----------------- |  | -------------------- | ------
|                  |  | 2017                 |       
|                  |  | (%)                  |       
|India             |  |                      | 51.1  
|Europe            |  |                      | 3.0   
|North America     |  |                      | 4.0   
|Rest of the world |  |                      | 41.9  
|Total revenue     |  |                      | 100.0%



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 3,000 films. 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 calendar
years 2016, 2015 and 2014. We believe that we have strong relationships with the Indian creative community and a reputation for
quality productions. We set up Trinity Pictures to become what we believe to be one of India’s first dedicated franchise
studio that develops valuable intellectual property in the form of franchise films and have already commissioned two Indo-Chinese
co-production films under the Trinity Pictures.



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 will continue to be a strong film slate in the coming years 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 with entry proposed into China.



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 and Spanish speaking countries, where we release Indian films that are subtitled or dubbed in local languages. China
is increasingly becoming an important market and we expect to release selected successful films from our slate for wider release
into China. We are also planning the release of our Indo-Chinese co-productions in Fiscal 2019 in India, China and the rest
of the world. Through this global distribution network, we distribute Indian entertainment content over three primary distribution
channels — theatrical, television syndication and digital and ancillary 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
results in the direct exploitation of our films without the payment of significant commissions to sub-distributors. Our digital
presence – Eros Now, strategically positions us to a capture a large digital opportunity in India and globally and provides
a new avenue to further monetize our content library.



33






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



Our revenue model is diversified by three major distribution
channels:

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

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

| | · | digital distribution and ancillary products and services, including Eros Now.
| | - | -----------------------------------------------------------------------------



In fiscal 2017 our revenues from theatrical distribution
accounted for nearly 39.9% of our aggregate revenues, revenues from television syndication
accounted for 34.8% and digital distribution and ancillary revenues accounted for 25.3%,
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. For Fiscal 2018, we already have pre-sales
visibility for some of our films such as Munna Micheal, Sarkar3, Shubh Mangal Savdhaan. For Fiscal 2017 pre sales
from sale of satellite television rights was achieved for our films such as Housefull 3, Dishoom, Baar Baar Dekho, Rock On 2,
Banjo, Ki & Ka along with some regional films. In fiscal 2017, for our two high budget Hindi films we recouped
31% to 57% of the direct production cost through television and other pre-sales. We recouped 108% and 93%
of our direct production cost of the two Telugu films released through contractual commitments prior to the films releases,
and we recouped 96% of our direct production cost of one Tamil film released through contractual commitments prior
to the film’s release.



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 brand with fast growing international reach



Theatrical Distribution Outside India: Outside India,
we distribute our films theatrically through our offices in Dubai, Singapore, the United States, the United Kingdom, Australia
and Fiji and through sub-distributors in other markets. 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 sometimes
after a long gap. In Russia, we recently partnered with Central Partnership, an affiliate of Gazprom Media, to promote, develop
and distribute Indian and Russian content across multiple platforms in both countries.



International Broadcasting Distribution: Outside of India, we license Indian film content to content aggregator
to reach cable and pay TV subscriber and for broadcasting on major channels and platforms around the world, such as Channel
4 (U.K.), CCTV (China), MBC (Middle East), TV3 (Malaysia), Bollywood Channel (Israel), RTL2 (Germany), M Channel (Thailand) and
National TV (Romania) amongst others. We also license dubbed content to Europe, Arabic and Spanish 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 an important 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.



34






Dynamic management of our film library



We have the ability to combine our new release strategy
with our library monetization efforts to maximize our revenues. We believe our extensive film library provides us with unique opportunities
for content monetization, 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. The existence of high margin library monetization avenues
especially in television and digital platforms reduce reliance on theatrical revenues.



Strong and experienced management team with established
relationships with key industry participants.



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:



Scaling up productions and co-productions including
a unique dedicated franchise studio model, Trinity Pictures, to augment our film library and distribute high quality content globally
..



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.



We continue to be focused on ramping up our own productions
and co-productions through key partnerships. These partnerships include the ones we have with talented producer-director, Aanand
L Rai (Colour Yellow Production) and Trinity Pictures, Eros’ in-house franchise label. We have recently partnered with Phars
Film, one of the UAE’s largest film distribution and exhibition network. The partnership will involve Eros and Phars Films
jointly co-producing Malayalam films along with exploration of theatrical rights between the two entities. The partnership licenses
Eros to exploit the distribution of all Malayalam movies produced jointly in India, while Phars Films would exploit the same overseas.
We will also partner with Pana Film, one of the largest Turkish film studios for Indo-Turkish co-productions. Original stories
blending Indian and Turkish cultures will be conceptualized and developed by Eros’ in-house writers along with top Turkish
writers, and both films will be bilingual. This will expand our presence to Turkey, the Middle East and North African regions.
These strategic partnerships not only help us augment our in-house content production model but also expand our geographical canvas
for content monetization. We also have distribution partnership with Central Partnership in Russia, that we believe
will open new markets for Eros releases.



To promote Eros Now, our OTT digital entertainment
service platform, as the preferred choice for online entertainment by consumers across digital platforms.



As per Telecom Regulatory Authority of India (TRAI)
there are over 1.2 billion wireless subscribers in India at the end of December 2016. The number of wireless internet users in
India are likely to cross 969 million by 2021. The number of internet-enabled mobile phones exceeded 300 million in 2016 and is
expected to hit 700 million in 2021. It is expected that over the next couple years, 3G and 4G subscribers would constitute over
80% of the wireless internet subscribers base. Initiatives such as broadband rollout and public Wi-Fi as part of the government’s
Digital India campaign and the promotion of 4G data packs by leading telecoms will only help boost the quality of digital infrastructure
in India.



35






Eros Now is increasingly focused on offering quality
content including Indian films, music and original shows, opening new markets, delivering consumer-friendly product features such
as offline viewing and subtitles and adopting a platform agnostic distribution strategy on Android and iOS platforms across mobile,
tablets, cable or internet, including through deals with OEMs. Eros Now had over 60 million registered users and over 2.1
million paying users in March 2017. While a majority of users are from India, Eros Now has registered users
in 135 different countries. Eros Now has rights to over 10,000 films, out of which around 5,000 films are owned in perpetuity,
across Hindi and regional languages. Eros Now service is integrated with some of India’s leading telecom operators,
Bharti Airtel, Idea Cellular, BSNL and Jio and has partnered with Micromax, Samsung and Smartron to pre-bundle Eros Now
in smart phones to be sold in India. With these platforms offering Eros Now integrated as part of their video services, it has
increased Eros Now’s potential of reaching a significant number of India’s total mobile subscribers. We continue to
believe that Eros Now will be a significant player within the OTT online Indian entertainment industry, especially given the rapidly
growing internet and mobile penetration within India.



Eros Now was also the number one trending app on
the Google Play Store in the month of July. Demonetization in India increased the access to large addressable market through mobile
wallets for Eros Now. Eros expands its reach by having tied up exclusively with SBI Buddy and other e-wallets in India such as
Paytm, Mobikwik, Freecharge and Speedpay with an aggregate addressable market of 260 million.



Capitalize on positive industry trends driven
by roll-out of high speed 4G services in the Indian market.



Propelled by the economic expansion within India and
the corresponding increase in consumer discretionary spending, the FICCI Indian Media and Entertainment Industry Report 2017 (FICCI
Report 2017) projects that the dynamic Indian media and entertainment industry will grow at a 13.9% compound annual growth
rate, or CAGR, from $19.6 billion in 2016 to $37.5 billion by 2021, and that the Indian film industry will grow from $2.2 billion
in 2016 to $3.2 billion in 2021. India is one of the largest film markets in the world. In fiscal 2017 the average ticket price
amongst the two leading multiplex cinema chains in India was $.2.90 compared to $2.77 in fiscal 2016, a 4.5% increase year-on-year.



The Indian television market is the second largest
in the world after China, reaching an estimated 181 million television, or TV households in 2016, of which over 169 million were
subscribing cable and satellite households. FICCI Report 2017 projects that the Indian television industry will grow from $9.1
billion in 2016 to $18.1 billion in 2021. The growing size of the television 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. As per the latest Telecom Regulatory Authority of India report, there were over 1.2 billion wireless
subscribers in India at the end of December 2016. The number of wireless internet users in India is likely to exceed 969 million
by 2021. It is expected that over the next couple of years, 3G and 4G subscribers would constitute over 80% of the wireless internet
subscribers base. The number of internet-enabled mobile phones exceeded 300 million in 2016 and is expected to hit 700 million
in 2021. The average selling price of internet-enabled mobile phones is currently just below INR9,000 (~$140) which is half of
that in China. Online video consumption is expected to increase the share of video in overall mobile internet traffic from 49%
in 2016 to 75% in 2021.



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 there is 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.



36






Our growth from non-diaspora international markets
shows a growing appetite for the content of the Indian Film Industry in many new markets. One of our strongest potential markets,
China, with a market size of $6.3 billion and almost 32,000 screens, is projected to soon surpass the United States 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 an important step in maximizing
our opportunity in China. With Trinity’s launch, the studio is also expanding into new film markets, which includes entry
into China. Two projects will be co-produced with a leading Chinese studio, based on stories organically weaving the socio-cultural
worlds of India and China. Additionally, the films will be shot in both Chinese and Hindi. 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 may eventually
lead to increasing migration of Indians to other regions, resulting in increased demand for our films internationally. In Russia,
we recently partnered with Central Partnership, an affiliate of Gazprom Media, to promote, develop and distribute Indian and Russian
content across multiple platforms in both countries.



Expand our regional Indian content offerings.



We continue to be committed towards promoting regional
content films and growing the regional movie industry. Our recent association with Phars Films towards jointly producing and distributing
Malayam movies is another strong step in this direction. 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 2017, we released
33 non-Hindi regional language films. as compared to 30 films in fiscal 2016.



Our regional language films include Marathi, Malayalam, Punjabi and Bengali films. Our Malayalam film Pathemari
won a national award for Best Malayalam Film. 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 films 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. For fiscal 2017, our releases included 12 new Hindi films, of
which 2 were high budget films, and 18 Tamil and Telugu language films, of which 3 were high budget films. 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 eight 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 five high budget films
in fiscal 2017, of which two were Hindi, one Tamil and two were Telugu and six high budget films in fiscal 2016, of which three
were Hindi, two Tamil and one was Telugu.



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.



37






Selected Hindi Releases in fiscal 2017 (a)



|Film              |  | Cast/(Director)                                                            |  | Co-production/Acquisition |  | Genre           |  | Actual Monthof Release | 
|----------------- |  | -------------------------------------------------------------------------- |  | ------------------------- |  | --------------- |  | ---------------------- | 
|Housefull 3       |  | Akshay Kumar, Riteish Deshmukh, Abhishek / (Nadiadwala / Sajid Farhad)     |  | Co Production             |  | Comedy          |  | June 16                | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Dishoom           |  | John Abraham, Varun Dhawan, Jackie Fernandez / (Nadiadwala / Rohit Dhawan) |  | Co Production             |  | Action          |  | Jul 2016               | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Ki & Ka           |  | Arjun Kapoor & Kareena Kapoor / (R. Balki)                                 |  | Co Production             |  | Drama           |  | Apr 2016               | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Baar Baar Dekho   |  | Siddharth Malhotra & Katrina Kaif / (Dharma / Nitya Mehra)                 |  | Acquisition               |  | Romantic Drama  |  | Sep 2016               | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Rock On 2         |  | Farhan Akhtar, Arjun Rampal / (Excel / Shujaat Saudagar)                   |  | Acquisition               |  | Drama           |  | Nov 2016               | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Kahaani 2         |  | Vidya Balan, Arjun Rampal (Sujoy Ghosh)                                    |  | Acquisition (Overseas)    |  | Thriller        |  | Dec 2016               | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Banjo             |  | Riteish Deshmukh & Nargis Fakhri / (Ravi Jadhav)                           |  | Production                |  | Drama           |  | Sep 2016               | 
|                  |  |                                                                            |  |                           |  |                 |  |                        | 
|Happy Bhag Jayegi |  | Diana Penty, Abhay Deol, Jimmy Shergill                                    |  | Co Production             |  | Romantic Comedy |  | Aug 2016               | 



(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 45 films in fiscal 2017 of which 12 were Hindi films.



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, Malayalam and Punjabi.



Selected Tamil, Telugu and other regional language
releases in fiscal 2017 (a)



|Film                          |  | Cast/(Director)                                                        |  | Co-production/Acquisition |  | Genre              |  | Actual Monthof Release | 
|----------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------- |  | ------------------ |  | ---------------------- | 
|                              |  |                                                                        |  |                           |  |                    |  |                        | 
|Sardaar Gabbar Singh (Telugu) |  | Pawan Kalyan / (North Star / K S Ravindra)                             |  | Co Production             |  | Action             |  | April 2016             | 
|                              |  |                                                                        |  |                           |  |                    |  |                        | 
|24 (Tamil)                    |  | Suriya, Samantha / Studio Green / Vikram Kumar                         |  | Acquisition               |  | Science Fiction    |  | May 2016               | 
|                              |  |                                                                        |  |                           |  |                    |  |                        | 
|Chaar Sahibzaade 2 (Punjabi)  |  | 3D Animation / (Harry Baweja)                                          |  | Co Production             |  | Animation, History |  | Nov 2016               | 
|                              |  |                                                                        |  |                           |  |                    |  |                        | 
|Janatha Garage (Telugu)       |  | Junior NTR, Mohanlal, Samantha Ruth and Nithya Menen / (Koratala Siva) |  | Acquisition               |  | Action/Romance     |  | Sep 2016               | 



(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 45 films in fiscal 2017 of which 33 were regional films other than Hindi.



Our typical annual slate includes between 18 to 30
Tamil films and Telugu, of which 5 were global Tamil and Telugu releases in fiscal 2017 compared to 10 in fiscal 2016.
Tamil films are predominantly star-driven action or comedy films, which appeal to audiences distinct from audiences for more romance-focused
Hindi films. 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.





38




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. 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.



Selected Major Releases in fiscal 2018(a)



|Film                     |  | Cast/(Director)                                                               |  | Production/Co-Production/Acquisition
|------------------------ |  | ----------------------------------------------------------------------------- |  | ------------------------------------
|                         |  |                                                                               |  |                                     
|Sarkar 3                 |  | Amitabh Bachchan, Amit Sadh, Ronit Roy, Yami, Jackie Shroff (Ram Gopal Verma) |  | Co Production                       
|                         |  |                                                                               |  |                                     
|Posto                    |  | Soumitra Chatterjee, Lily Chakraborty (Shibhoprasad Mukherjee & Nandita Roy)  |  | Acquisition                         
|                         |  |                                                                               |  |                                     
|Oru Kidayin Karunai Manu |  | Vidharth, Raveena Ravi (Suresh Sangiah)                                       |  | Co Production                       
|                         |  |                                                                               |  |                                     
|Tujha Tu Majha Mi        |  | Lalit Prabhakar, Neha Mahajan (Kuldeep Jadhav)                                |  | Acquisition                         
|                         |  |                                                                               |  |                                     
|Munna Michael            |  | Tiger Shroff, Nidhhi Agerwal, Nawazuddin Siddiqui (Sabbir Khan)               |  | Co Production                       
|                         |  |                                                                               |  |                                     
|Sniff                    |  | Khushmeet Gill, Surekha Sikri, Manmeet Singh among others (Amole Gupte)       |  | Production                          
|                         |  |                                                                               |  |                                     
|Shubh Mangal Savdhaan    |  | Ayushman Khurana, Bhumi Pednekar (Prasanna / Colour Yellow Productions)       |  | Production                          
|                         |  |                                                                               |  |                                     
|Bhavesh Joshi            |  | Harshvardhan Kapoor (Vikram Motwane / Phantom Films)                          |  | Co Production                       
|                         |  |                                                                               |  |                                     
|Happy Bhag Jayegi 2      |  | Diana Penty, Abhay Deol, Jimmy (Mudassar Aziz / Colour Yellow Productions)    |  | Production                          
|                         |  |                                                                               |  |                                     
|Chandamama Door Ke       |  | Sushant Singh Rajput, Nawazuddin Siddiqui (Sanjay Puran Singh)                |  | Co Production                       
|                         |  |                                                                               |  |                                     
|Soorma                   |  | Saif Ali Khan & Others (Navdeep Singh / Colour Yellow Productions)            |  | Production                          

_______________

| | (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 high 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. We continue to be
focused on ramping up our own productions and co-productions through key partnerships. These partnerships include the ones we have
with - talented producer-director, Aanand L Rai (Colour Yellow Production) and Trinity Pictures, Eros’ in-house franchise
label. We have recently partnered with Phars Film, one of the UAE’s largest film distribution and exhibition network. The
partnership will involve Eros and Phars Films jointly co-producing Malayalam films along with exploration of theatrical rights
between the two entities. The deal licenses Eros to exploit the distribution of all Malayalam movies produced jointly in India,
while Phars Films would exploit the same overseas. We will also partner with Pana Film, one of the largest Turkish film studios
for Indo-Turkish co-productions. Original stories blending Indian and Turkish cultures will be conceptualized and developed by
Eros’ in-house writers along with top Turkish writers, and both films will be bilingual. This will expand our presence to
Turkey, the Middle East and North African regions. These strategic partnerships not only helps us augment our in-house content
production model but also expands our geographical canvas for content monetization.

39






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 ten to twenty
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.
For co-produced films, we typically have exclusive distribution rights for at least twenty 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 in 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.



Through Trinity Pictures, our franchise feature studio, plans to release Sniff during the fiscal
2018. Two additions of Sniff comics are already available in store along with iconic Chacha Choudhary comics which are available
in five languages. The video game will also be launched before the movie release along with merchandising and animation series
in the pipeline. We believe, Trinity Pictures is one of the first Bollywood studios in India with a dedicated in-house team
of writers (the ”Trinity Writers Room”)and has created around twenty original franchises since its inception, out of
which we expect atleast two films will release in fiscal 2019. Trinity’s initial film slate lineup includes a range of character
driven franchises across budgets, genres and languages. The first Indo-China film “The Zookeeper” (working title),
written and developed in-house by Trinity Pictures to be co-produced with Chinese studio Peacock Mountain Culture & Media Ltd,
will be directed by Kabir Khan who also directed Bajrangi Bhaijaan and will be shot simultaneously in both languages. The Company
expects this film to be released in fiscal 2019. Another Indo-China film will be co-produced with Huaxia Film Distribution Co Ltd
and is currently titled, Love in Beijing (working title), and will be directed by Siddharth Anand It will be shot in both languages
and is also expected to be released in fiscal 2019. Other projects includes a children’s action franchise, live action elephant
film and a buddy cop film. Trinity Pictures is in discussions with third parties to create a digital comic book series, online
gaming, animation series and merchandise for these franchise films.



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 primarily 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               |  | 10 years-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                                            



40




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 twenty
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;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 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 digital, 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 over 3,000 films,
including recent and classic titles that span different genres, budgets and languages. Eros Now has rights to over 10,000 films,
out of which around 5,000 films are owned in perpetuity, across Hindi and regional languages from Eros’s internal library
as well as third party aggregated content, which we believe makes it one of the largest Indian movie offering platforms around
the world. Our film library has been built up over more than 40 years and includes hits from across that time period, including,
among others, Ki & Ka, Housefull 3, Dhishoom, Baar Baar Dekho, Bajrangi Bhaijaan, Bajirao Mastani, Tanu Weds Manu Returns,
NH10, Badlapur, Devdas, Hum Dil De Chuke Sanam, Lage Raho Munna Bhai, Om Shanti Om, Vicky Donor, English
Vinglish, 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. We own the rights to the rest of our film content
as co-producers or sole producer of those films. Through such acquisition and co-production arrangements, we seek to acquire rights
to 60 to 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 December 31, 2025.



41




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 65% of the films in our Hindi library are films produced in the last 15 years. We own or license rights to films produced
in several regional languages, including Tamil, Telugu, Kannada, Marathi, Bengali, Malayalam 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.



A summary of certain key features of our film library
rights as of March 31, 2017 follows below.





|                                                                                                                                                             |  | Hindi Films                                                                                                                           |  | Regional Language Films(excluding Kannada films)                                                                                       |  | Kannada Films                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------
|                                                                                                                                                             |  |                                                                                                                                       |  |                                                                                                                                        |  |                                                                        
|Approximate percentage of total library                                                                                                                      |  | 19%                                                                                                                                   |  | 65%                                                                                                                                    |  | 16%                                                                    
|                                                                                                                                                             |  |                                                                                                                                       |  |                                                                                                                                        |  |                                                                        
|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:29%
2021-2025: 35%
2026-2030: 6%
2031-2045: 22%
Perpetual rights, subject to applicable copyright law limitations: 9% |  | 2020 or earlier: 21%
2021-2025: 17%
2026-2030: 7%
2031-2045: 0%
Perpetual rights, subject to applicable copyright law limitations: 55% |  | Not applicable                                                         
|                                                                                                                                                             |  |                                                                                                                                       |  |                                                                                                                                        |  |                                                                        
|Remaining term of exclusive distribution rights for co-production (approximate percentage of rights expiring earliest in the periods indicated)              |  | 2020 or earlier: 0%
2021-2025: 0%
2026-2030: 0%
2031-2045: 0%
Perpetual rights, subject to applicable copyright law limitations: 100% |  | 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)                                                                                                        |  | 1933-2017                                                                                                                             |  | 1935-2017                                                                                                                              |  | *                                                                      
|                                                                                                                                                             |  |                                                                                                                                       |  |                                                                                                                                        |  |                                                                        
|Rights in major distribution channels                                                                                                                        |  | Theatrical: 19%
Television syndication: 19%
Digital: 92%                                                                              |  | Theatrical: 12%
Television syndication: 15%
Digital: 93%                                                                               |  | Digital: 100%                                                          
|                                                                                                                                                             |  |                                                                                                                                       |  |                                                                                                                                        |  |                                                                        
|Music Rights (approximate percentage of films)                                                                                                               |  | 10%                                                                                                                                   |  | 13%                                                                                                                                    |  | 0%                                                                     
|                                                                                                                                                             |  |                                                                                                                                       |  |                                                                                                                                        |  |                                                                        
|Production Years (approximate percentage of films produced in the periods indicated)                                                                         |  | 1933-1965: 13%
1966-1990: 20%
1991-2017: 67%                                                                                          |  | 1933-1965: 4%
1966-1990: 25%
1991-2017: 72%                                                                                            |  | *                                                                      



| | * | 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 and ancillary which primarily includes IPTV, VOD, music, inflight entertainment,
home video, internet channels and Eros Now.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



42






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.



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 2017, 2016 and 2015 is set forth below:



|                                       |  | Year ended March  31, |   
|-------------------------------------- |  | --------------------- | --
|                                       |  | 2017                  |   
|Global (India and International)       |  |                       |   
|Hindi films                            |  |                       | 8 
|Regional films (excluding Tamil films) |  |                       | 12
|Tamil films                            |  |                       | 3 
|International Only                     |  |                       |   
|Hindi films                            |  |                       | 3 
|Regional films (excluding Tamil films) |  |                       | — 
|Tamil films                            |  |                       | 12
|India Only                             |  |                       |   
|Hindi films                            |  |                       | 1 
|Regional films (excluding Tamil films) |  |                       | 5 
|Tamil films                            |  |                       | 1 
|Total                                  |  |                       | 45



“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 Hindi, and regional 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, and regional
films within the remaining range of direct production costs.



We distribute content in over 50 countries through
our own offices located in key strategic locations across the globe. 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 entered into co-production
deals with 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.



43






Theatrical Distribution and Marketing



Indian Theatrical Distribution. The Indian theatrical
market is comprised of both multiplex and single screen theaters which are 100% digitally equipped. 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. 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.



India is divided into 14 geographical regions known
as “Film Circuits” or “Film Territories” in the Indian Film Trade. We distribute our content in all of
the circuits either through our internal distribution offices (Mumbai, Delhi, East Punjab, Mysore, Kerala, West Bengal and Bihar)
or through sub-distributors in remaining circuits. The Film Circuits where we have direct offices comprise of a market share of
up to 75% of the India theatrical revenue. 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, sub
distributor margins or revenue shares.



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.



We primarily enter into agreements on a film-by-film
and exhibitor-by-exhibitor basis; however, we also have annual agreements with some of the top national multiplex chains.
To date, our 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.



The largest number of screens in India that we book
for a particular film are booked for the first week of theatrical release, because as a substantial portion of box office revenues
are collected in the first week of a film’s theatrical exhibition. Our agreements with pan India multiplex operators
is such that 100% of the entire first week of Eros share of revenues from all our films from such multiplexes is paid to us within
10 days of the release.



In single screens we either obtain non-refundable
minimum guarantees/refundable advances and a revenue sharing arrangement above the minimum guarantee and with certain
smaller multiplex chainswe obtain refundable advances and a revenue sharing arrangement.



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.



International Distribution. Outside
of India, we license Indian film content to content aggregator to reach cable and pay TV subscriber and for broadcasting
on major channels and platforms around the world, such as Channel 4 (U.K.), CCTV (China), MBC (Middle East), TV3 (Malaysia), Bollywood
Channel (Israel), RTL2 (Germany), M Channel (Thailand) and National TV (Romania), amongst others. 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 an important 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.



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, television, print and 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.



44






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 U.S., the United Kingdom, Australia
and Fiji. Occasionally, sub-distributors manage marketing efforts in regions that do not have a dedicated Eros 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 Colors, Sony, the Star Network and Zee TV.



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. 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. For Fiscal 2018, we already have pre-sales
visibility for some of our films such as Munna Micheal, Sarkar3, Shubh Mangal Savdhaan and others.For fiscal 2017
pre sales from sale of satellite television rights was achieved for our films such as Housefull 3, Dishoom, Baar Baar Dekho,
Rock On 2, Banjo, Ki & Ka along with some regional films. We recouped 108% and 93% of our direct production cost of
the two Telugu films released through contractual commitments prior to the films releases, and we recouped 96% of our direct production
cost of one Tamil film released through contractual commitments prior to the film’s release.



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. We are seeing increasing growth from the Indian cable
system which is predominantly digital. 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 to content aggregators to reach cable and pay subscribers and for broadcasting on major channels
and platforms around the world, such as Channel 4 (U.K.), CCTV (China), MBC (Middle East), TV3 (Malaysia), Bollywood Channel (Israel),
RTL2 (Germany), M Channel (Thailand) and National TV (Romania), amongst others. 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 an important
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.



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 mainly monetize music assets and distribute
movies and other 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.



45






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. 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.



In North America, we have an agreement with International Networks, a subsidiary of Comcast, to provide a
SVOD service fully branded as ‘Eros Now’. The service is carried on most of the major cable network providers including
Comcast, Cox Communications, Cablevision and Time Warner Cable. We provide all programming for this film and music channel and
share revenues with the cable providers. We also provide content to Amazon Digital and participate in a revenue share deal. We
have also appointed Royalty Network Inc. and have granted sub-publishing rights to collect revenues. In Canada, Eros has
signed a Program License Agreement for various movies with Rogers Broadcasting Limited.



On YouTube, where we have exceeded 6.4 billion views
to date since our launch in 2007 and have over 7.9 million free subscribers as of June 2017, we sell banner and pre-roll advertisements,
and share these advertising revenues with Google.



Eros Now



As per the latest Telecom Regulatory Authority of India
report, there are over 1.2 billion wireless subscribers in India at the end of March 2017. The number of wireless
internet users in India is likely to exceed 969 million by 2021. 3G and 4G subscribers would constitute over 80% of the wireless
internet subscribers base. The number of internet-enabled mobile phones exceeded 300 million in 2016 and is expected to hit 700
million in 2021. The average selling price of internet-enabled mobile phones is currently just below INR9,000 (USD 140) which is
half of that in China. Online video consumption is expected to increase the share of video in overall mobile internet traffic from
49% in 2016 to 75% in 2021.



Eros Now, our digital OTT entertainment service
has over 60 million registered users across WAP, APP and Web and had 2.1 million paying subscribers as of March 31 2017. Eros
Now has grown its registered user base from 19 million users in the fourth quarter of fiscal 2015 to 60 million users in fiscal
2017. Eros Now has grown its paying subscribers from 1.1 million users in the first quarter of fiscal 2017 to 2.1 million users
in the fourth quarter of fiscal 2017. Continuing with the momentum as of June 2017 Eros Now has 68 million registered users
and 2.9 million paying subscribers. We define paying subscribers to mean any subscriber who has made a valid payment to subscribe
to a service that includes Eros Now services as part of a bundle or on a standalone basis, either directly or indirectly through
an OEM or TELCO in any given month, be it through a daily, weekly or monthly billing pack, so long as the validity of the
pack is for at least one month.



Our revenue model focuses on B2B distribution which
includes our partnerships with leading mobile operators in India, including Idea Cellular, Bharti-Airtel, Vodafone, BSNL and Reliance
Jio. With these platforms offering Eros Now integrated as part of their video services, it has increased Eros Now’s potential
of reaching a significant number of India’s total mobile subscribers. Eros Now also has partnered with leading OEMs such
as Micromax, Samsung and Smartron to pre-bundle Eros Now in smart phones sold in India. It has also entered into partnerships
with several leading electronic payment platforms including Paytm, Mobikwik, SBI Buddy, Freecharge and Speedpay that enable Eros
Now subscribers to make easy and hassle free payments using e-wallet services. Eros Now recently announced a strategic integration
deal with Ola, India's leading mobile app for transportation, using Ola’s connected in-car entertainment platform for ridesharing,
Ola Play. This strategic revenue-sharing partnership will enable an immersive and personalized experience that customers can seamlessly
control through their smartphones as well as through a device mounted at the back of the seat.



Eros Now has entered the Malaysian market with partnerships with the country’s
leading telecom operators, Maxis Berhad and U Mobile. Eros Now is the only Indian OTT platform to penetrate the growing Malaysian
market. Eros Now recently entered into a partnership with T-Mobile’s video streaming program, Binge On. Eros Now is accessible
to T-Mobile’s large customer base of approximately 71.5 million users across the US, who can stream its extensive library
of Bollywood and regional language films, music, and originals. Eros Now is available on Lyca TV, which is the world’s largest
OTT ethnic entertainment provider and delivers broad range of international content across multiple devices. Eros Now has also
partnered with Jadoo TV, a leading distributor of internet based South Asian & multicultural content provider across the U.S.,
Europe & Australia.



Eros Now partnered with IIFA (International Indian
Film Academy) to be the first exclusive digital platform to air the awards weekend to its millions of subscribers worldwide. It
also penetrated deeper into the market in Fiscal 2017 by forming long term partnerships across the leading Telecom operators in
India including Reliance Jio, Vodafone, Idea, BSNL and Airtel.



Eros Now has billing integration system with Fortumo,
a leading global provider of direct carrier billing. Fortumo payments cover 98 markets and connect merchants to subscribers of
more than 350 mobile operator networks. Apple has featured the Eros Now app in its “App Store Best of 2016”. Eros
Now was also the number one trending app in July 2017 on Google Play store.



46






Eros Now enhances its consumer appeal through exploring dynamic genres to create unseen, relatable and contemporary
“Originals” that target the youth of India and are an important part of the Eros Now content strategy. Eros Now’s
original content offering began with the release of Salute Siachen, India’s first ever celebrity high endurance expedition
to the Siachen Glacier. In addition, Eros Now originals such as Flesh by Siddharth Anand, Smoke and Side Hero will be launched
in Fiscal Year 2018. These originals follow a rigorous greenlighting process just like films, with script, screenplay, budgeting
pilot episode production, market research and testing of the pilot episode and final production. Eros Now has also added a series
of short originals titled Black & White which range from interviews to teˆte-a ̈-teˆte with leading talent from
the Indian film industry and are shot exclusively for Eros Now. Another short form of original content available on Eros Now
is “E-Buzz”, this offers exclusive behind the scenes to all key social celebrity events on the calendar.



Physical and Other Distribution



We also distribute globally our film content through
physical formats (DVDs and Video Compact Discs, or VCDs), in hotels and with 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 in servicing South Asian consumers internationally, we distribute to wholesalers & corner shop retailers and internet
platforms such as Amazon, as well as supply local wholesalers and retailers. We also license content to third party distributors
internationally to provide content dubbed in 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 Google Music digital streaming, physical
CDs and publishing/master rights licensing.



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 Novex , which
monitor, collect and distribute royalties to their members.



Intellectual Property



As our revenues are primarily generated from commercial
exploitation of our films and other audio and/or audio-visual content, our intellectual property rights are a critical component
of our business. Unauthorized use/access of intellectual property, particularly piracy of DVDs and CDs, as well as on-line piracy
through unauthorized streaming/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.
In order to restrict piracy we participate directly and through industry organizations by way of actions including legal claims
against persons/entities who illegally pirate our content. Further we also deal with piracy by promoting and marketing our films
to the highest standards in order to ensure maximum viewership and revenues early in its release and shortening the period between
the theatrical release of a film and its legitimate availability on DVD and VCD in the market. 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.



Recently, there has been a rapid transition of consumer
preference from physical to digital modes of consumption of film and related content via on-line, mobile and digital platforms.
This has enabled our OTT platform “Eros Now” to grow rapidly. However this business faces competition from sites offering
unauthorized pirated content. In order to tackle this issue of on-line piracy, we have adapted modernized Digital Right Management
technology in order to ensure that our content is protected from unauthorized and illegal access and copying.



47






Copyright protection in India



The Indian Copyright Act, 1957 (as amended) (“Copyright
Act”), has prescribed provisions relating to 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 and all other audio-visual content. 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 such work by any person other than the
author would not amount to infringement.



India is a signatory to number of international conventions
and treaties that provides for universal provisions for protection and enforcement of Copyrights. In addition to above, 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.



Recently, 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 exhibition as part of the cinematograph film in a cinema hall) as mandated
by the law.



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.
| | - | -------------------------------------------------------------------------------------------------------------------



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.



It is pertinent to note that, piracy continues to be
one of the major issues affecting the Indian Film Industry with an annual loss of substantial revenues, to the tune of around INR
180 Billion every year.  In an effort to protect their IP, filmmakers in India have started getting ‘John Doe’
orders from court that put the onus of the ISP to block access to websites and URL’s that facilitate pirated content. We
obtain similar protective orders from court for our films and also engage the services of a specialized anti-piracy agency to vigilantly
monitor and take down on-line pirated content from our cinematograph films.



Recently, the Department of Industrial Policy and Promotion,
Ministry of Commerce and Industry, Government of India issued the National Intellectual Property Rights Policy which aims, among
other things, to stimulate intellectual property creation and protection by Indian and foreign corporates, to commercialize intellectual
property rights by exploring the feasibility of creation of an IPR exchange and to enable valuation of intellectual property rights
as intangible assets. The policy contemplates the review of existing intellectual property related laws, wherever necessary, and
states that the Indian Cinematography Act, 1952 should be suitably amended to provide for penal provisions for illegal duplication
of films.



Trademark protection in India:



We use a number of trademarks in our business, all
of which are owned by our subsidiaries. Our Indian subsidiaries currently own over 70 Indian registered trademarks and domain names,
which are used in their business, including the registered trademark “Eros,” “Eros International,” “Eros
Music,” “Eros Now”, “Trinity Media”, “Trinity Pictures” and “Trinity Movies”.
However, certain of our trademarks used in India are still under the process of registration. 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 as to when any such registration will be granted.



48






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. The registration of certain types of trademark is prohibited, including where the mark sought to be registered
is not distinctive.



Until recently, to obtain registration of a trademark
in multiple countries, an applicant was required to make separate applications in different languages and countries 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.



In lieu of the above the Trademarks Act, 1999 of India
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 trademark 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 Amendment Act,
we have obtained trademarks in Egypt, the European Community, United Arab Emirates, Australia and the United States.



Recently, in order to match the international standards
of trademark protection and enforcement, and to speed up the trademark registration process the Trademark Rules 2002 were amended
by the Trademark Rules, 2017. Some notable amendments were; reduction in the number of Trademark procedural forms; specific concessions
to Start Ups, Individuals and Small Enterprises and for e-filing; Expedited Processing of Trademark Application; registration of
sound marks; etc.



Remedies for Infringement in Copyright Act and
Trademark Act:



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 has experienced robust
growth over the last few years and the same is changing the competitive landscape. By opening up and relaxing the entry barriers
for foreign investments in certain key areas of this industry, including the relaxation norms for the broadcasting sector (DTH,
cable networks etc.), the Government of India has provided the sector much needed impetus for growth. Several segments of the industry
(such as broadcasting, films, sports and gaming) have especially undergone unprecedented advancements on multiple dimensions. The
use of the latest technology in all phases of production, digitization and globalization of content, the availability of multiple
revenue streams, financial transparency and corporatization have contributed towards the paradigm shift that the Media & Entertainment
industry in India has witnessed over the last decade or so.



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.
comScore reported our market share (as an average over the preceding six calendar years to 2016) as 31% of all
theatrically released Indian language films in the United Kingdom and the U.S., based on gross collections. Competition
within the industry is based on relationships, distribution capabilities, reputation for quality and brand recognition.



49






Our Film Library



We currently own or license rights to films currently comprising over 3,000 films, including recent and classic
titles that span different genres, budgets and languages. Eros Now has rights to over 10,000 films, out of which around 5,000
films are owned in perpetuity, across Hindi and regional languages from Eros’s internal library as well as third party
aggregated content which it believes makes it one of the largest Indian movie offering platforms around the world. Our film library
has been built up over more than 40 years and includes hits from across that time period, including among others Ki & Ka,
Housefull 3, Baar Baar Dekho, Sardaar Gabbar Singh, 24 (Tamil), Janatha Garage, Dishoom Bajrangi Bhaijaan, Bajirao Mastani,
Tanu Weds Manu Returns, NH10, Badlapur, Devdas, Hum Dil De Chuke Sanam, Lage Raho Munna Bhai, Om Shanti Om,
Vicky Donor, English Vinglish, 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.



We own the rights to the rest of our film content as
co-producers or sole producer of those films. Through such acquisition and co-production arrangements, we seek to acquire rights
to at least 65-70 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, Bengali Malayalam 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.



Beginning on November 13, 2015, the Company was named
a defendant in five substantially similar putative class action lawsuits filed in federal court in New Jersey and New York by purported
shareholders of the Company. The three actions in New Jersey were consolidated, and, on May 17, 2016, were transferred to the United
States District Court for the Southern District of New York where they were then consolidated with the other two actions on May
27, 2016. In general, the plaintiffs alleged that the Company, and in some cases also Company’s management, violated federal
securities laws by overstating Company’s financial and business results, enriching the Company’s controlling owners
at the expense of other stockholders, and engaging in improper accounting practices.



On April 5, 2016, a lead plaintiff and lead counsel
were appointed in the now-consolidated New York action. A single consolidated amended complaint was filed on July 14, 2016 and
amended on October 10, 2016. The plaintiffs have alleged that the Company and certain individual defendants — Kishore Lulla,
Jyoti Deshpande, Andrew Heffernan, and Prem Parameswaran — have violated the federal securities laws, specifically Sections
10(b) and 20(a) of the Exchange Act. The amended consolidated complaint has narrowed in scope significantly and does not assert
certain claims that had been asserted in prior complaints, including (i) claims arising under Sections 11 and 15 of the Securities
Act, (ii) accounting and GAAP allegations, and (iii) claims against certain individual defendants, who are not now named defendants.
The remaining claims are primarily focused on whether the Company and individual defendants made material misrepresentations concerning
the Company’s film library and materially misstated the usage and functionality of Eros Now. The Company’s most recent
motion to dismiss the amended consolidated complaint was filed on November 11, 2016 and its reply brief was filed on January 6,
2017. The Court has not scheduled oral argument or indicated when it will rule on this motion.





50




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 $30 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 $30 million as interest and penalties in connection with the aforesaid matters. On September
3, 2015, the Company filed an appeal against the said order before the authorities. In April 2016, Eros, received a show cause
notice from the Commissioner of Service Tax on similar grounds amount aggregating to $1 million for the period 1 April 2014 to
31 March 2015. 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 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.



During Fiscal 2017, a claim has been filed against
Eros International Plc in the Commercial Court, Queen’s Bench Division of the High Court in London. The plaintiff (former
employee) alleged that he is not to be treated as a “Leaver” for the purpose of share options awarded to him under
the two Joint Ownership Deeds (“the JSOP Agreement”) entered into with the Company on April 20, 2012 at the time he
served his vesting notices and that he was entitled to exercise his share options under the JSOP Agreement in accordance with the
Vesting Notices. The estimated amount of claim is US$ 2.5 million. The Company is contesting the claim on the grounds that the
employee has not met the JSOP Agreement terms and therefore not eligible for awards. Given the uncertainty inherent in the matter,
based on assessment made after making appropriate legal advice, the Company does not believe that the ultimate outcome of this
matter will be unfavorable. Accordingly, no 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, Kochadaiiyaan,
Bhoot Returns and Goliyon Ki Rasleela-Ram-leela, Bajrangi Bhaijaan, Welcome Back, Sardar Gabbar Singh, Aligarh, Housefull 3.



In India, private citizens are permitted to initiate
criminal complaints against companies and other individuals by filing complaints or initiating proceedings with the police. 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.





51




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.





52




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;
| | --- | ----------------------------------------------

| | (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. Prior
to 1998, the lack of industry status barred legitimate financial institutions and private investors from financing films. However,
on May 10, 1998, the Indian film industry was conferred industry status by a press release issued by the Minister of Information
and Broadcasting (MIB).



Film Certification. The Cinematograph
Act authorizes the Central Board of Film Certification (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 format for 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.



53






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.



Insolvency and Bankruptcy Code, 2016.
An act to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons, partnership
firms and individuals in a time bound manner for maximisation of value of assets of such persons, to promote entrepreneurship,
availability of credit and balance the interests of all the stakeholders including alteration in the order of priority of payment
of Government dues and to establish an Insolvency and Bankruptcy Board of India.



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.



Labour Laws. Depending on the nature
of work and number of workers employed at any workplace, various labour related legislations may apply. Certain significant provisions
of such labour 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
which are not in compliance with the Competition Act.



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 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. The Competition
Act was amended in 2009, and cases which were pending before the Monopolies and Restrictive Trade Practice Commission were transferred
to the Competition Commission of India.



54






Indian Takeover Regulations. The
SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 came into effect on October 22, 2011, which was last amended
on March 06, 2017, 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.



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 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.



55






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 twelve, 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.                                                                                                                                                                                                                            
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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|                                 |  | 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.
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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|                                     |  | 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% or 75% in the case of a special resolution 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.



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|                                               |  | 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:                                                                                                                                                                                         
|                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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|                 |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



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|                                |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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|                                 |  | 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 Prem Parameswaran, located at 550 County Avenue, Secaucus, New Jersey.



As of June 30, 2017, the Founders Group holds approximately
43.93% of our issued share capital, which comprise all of our B ordinary shares and certain A ordinary shares. Beech Investments
Limited, a company incorporated in the Isle of Man, is owned by discretionary trusts that include Eros director Kishore Lulla as
a potential beneficiary. Ganesh Holdings Limited is a wholly-owned subsidiary of the Ganesh Trust of which Vijay Ahuja and his
family are beneficiaries.

62






The following diagram summarizes the corporate structure
of our consolidated group of companies as of June 30, 2017:



Eros Organizational Chart (as of June 30, 2017)







|(a) | Eros India holds 100%
    of each of its Indian subsidiaries other than Big Screen Entertainment Private Limited (India) and Colour Yellow Productions
    Private Limited (India), Ayngaran International Media Private Limited, Ayngaran Anak Media Private Limited and Eros International
    Distribution LLP.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Ayngaran International Limited (Isle of Man) holds 51% of Ayngaran Anak Media Private Limited (India) and 100% of each of its other subsidiaries                                                                                                                                                                  

63






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 eight 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
$7.8 million (2016: $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                   |  | 17,120 sq. ft. |  | Office                   |  | Leased(1)     
|Mumbai, India                   |  | 1,000 sq. ft.  |  | Film Negatives Warehouse |  | Leased        
|Mumbai, India                   |  | 120 sq. ft.    |  | Film Prints Warehouse    |  | Leased        
|Mumbai, India                   |  | 2,750 sq. ft.  |  | Corporate                |  | Owned         
|Delhi, India                    |  | 600 sq. ft.    |  | Film Distribution Office |  | Leased        
|Kolkata, India                  |  | 640 sq. ft.    |  | Film Distribution Office |  | Leased        
|Punjab, India                   |  | 438 sq. ft.    |  | Film Distribution Office |  | Leased        
|Bihar, India                    |  | 1,130 sq. ft   |  | Film Distribution Office |  | Leased        
|Kerala, India                   |  | 1,800 sq. ft   |  | Film Distribution Office |  | Leased        
|Kerala, India                   |  | 1,500 sq. ft   |  | Film Distribution Office |  | Leased        
|Mumbai, India                   |  | 600 sq. ft.    |  | DVD warehouse            |  | Leased        
|Mumbai, India                   |  | 1,600 sq. ft.  |  | Warehouse                |  | Leased        
|Chennai, India                  |  | 8,942 sq. ft.  |  | Corporate Office         |  | Leased        
|Delhi, India                    |  | 3,915 sq. ft.  |  | Branch Office            |  | Leased        
|Mumbai, India                   |  | 750 sq. ft.    |  | Branch Office            |  | Leased        
|Bangalore, India                |  | 5,100 sq. ft.  |  | Branch Office            |  | Leased        
|Dubai, United Arab Emirates     |  | 536 sq. ft.    |  | Corporate Office         |  | Leased        
|Dubai, United Arab Emirates     |  | 747 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  |  | 676 sq. ft.    |  | Corporate Office         |  | Leased        
|Fujairah, United Arab Emirates  |  | 676 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.”



64






Outlook



Our primary revenue streams are derived from three
channels: theatrical, television syndication and digital and ancillary. For the fiscal year ended March 31, 2017, the aggregate
revenues from theatrical, television syndication and digital and ancillary were $101.0 million, $88.0 million and $64 million
respectively, compared to $138.4 million, $72.1 million and $63.9 million, respectively, for the fiscal year ended March 31, 2016.



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



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. 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. We set up Trinity Pictures in fiscal year 2015 as a dedicated franchise studio
that develops valuable intellectual property in the form of franchise films. With a focus on creating intellectual property in-house
along with delivering wholesome entertainment to audiences, we have entered into key co-production partnerships with producers
and directors. Colour Yellow Production, a subsidiary of Eros India with Anand L Rai has announced film releases across budgets,
genres and languages. This co-production model along with our in-house production franchise ‘Trinity’ gives us better
visibility on actual cost of production ensuring capped budgets and exclusive distribution rights, typically for at least 20 years.



We believe China to be a significant market opportunity
for Indian films. As per PwC Global Entertainment & Media Outlook, 2016-2020, China is expected to overtake the US
box office next year. China box office grew 49% in 2015 to $6.3 billion and is expected to grow to $10.3 billion next year. In
comparison the US box office is expected to contract from $10.3 billion to $10 billion next year. Hollywood’s share of the
Chinese box office has slipped to 38.4% in 2015 from 45.5% in 2014. In early 2014 China had just under 19,000 screens and by end
of 2015 that number grew to almost 32,000. Overall China is propelling Asia-Pacific’s growth (including Indonesia, Malaysia)
with box office revenue across Asia-Pacific expected to grow to $21.11 billion by 2020 and this continues to emerge as an important
growth markets for Indian films. We are exploring the release of our films in bigger markets such as China. In fiscal year 2017,
a Hindi Film Dangal was released in China across 9,000 screens and grossed about $180 million at the box office.



Increasing the number of Tamil and Telugu global releases
in our film mix allows us to expand our audience within significant regional markets. As we expand into other regional languages
such as Marathi, Bengali, Punjabi and Malayalam, 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. In fiscal year 2017, we released 18 Tamil and Telugu films as compared
to 21 films in fiscal year 2016.



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 DTH subscribers
increase 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. Eros Now has
been increasingly focused on delivering product features, being truly platform agnostic and monetizing it’s growing registered
user base. 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. Ancillary
revenues also include all other revenues that are not theatrical or television, including licensing to airlines and cable operators.



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 and Telugu 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 year 2017, we invested $173.5 million in film content, and
in fiscal year 2018, we expect to invest approximately $180 to $200 million in film content.



65






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.



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.



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:



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. In arrangements for
                                         catalogue sales the Company recognizes revenue if the recognition criteria set
                                         forth above is met, including whether a valid sales contract exists, all films are
                                         delivered, the Company is reasonably certain on collectability, and the Company’s
                                         contractual obligations are complete, even if the arrangement provides for a deferred
                                         payment term of up to a year.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Digital - Digital and ancillary media revenues
are recognized at the earlier of when the content is accessed or declared.
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | 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. 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 in certain cases, the stage of production
                                         is used to determine the proportion recognized in the period.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Goodwill and trade name



The Group tests annually whether goodwill and trade name have suffered impairment, in accordance with its
accounting policy. The recoverable amount of cash-generating units has been determined based on value in use calculations. We use
market related information and estimates (generally risk adjusted discounted cash flows) to determine value in use. Cash flow projections
take into account past experience and represent management’s best estimate about future developments. Key assumptions on
which management has based its determination of fair value less costs to sell and value in use includes estimated growth rates,
weighted average cost of capital and tax rates. As at March 31, 2017, for assessing impairment of goodwill, value in use is
determined using discounted cash flow method. The estimated cash flows for a period of four years were developed using internal
forecasts, extrapolated for the fifth year, and a pre-tax discount rate of 17.2% and terminal growth rate of 4%. As of March 31,
2017, for assessing the impairment of the trade name, value in use is determined using the relief from royalty method based on
a Royalty rate of 3% on the estimated total revenue for a period of four years, extrapolated for the fifth year, and, a pre-tax
discount rate of 22.5% and terminal growth rate of 4%.These estimates, includes the methodology used, can have a material impact
on the respective values and ultimately the amount of any goodwill and tradename impairment.



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.



66






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.



Allowances for doubtful accounts



The Group extends credit to customers and other parties
in the normal course of business and maintains an allowance for doubtful accounts for estimated losses resulting from the inability
or unwillingness of customers to make required payments. The Group bases such estimates on historical experience, existing economic
conditions, and any specific customer collection issues the Group has identified. Uncollectible accounts receivable are written
off when a settlement is reached for an amount less than the outstanding balance or when the Group determines that the balance
will not be collected. The allowance for doubtful accounts as of March 31, 2017 and March 31, 2016, was $2,430 and $1,315
respectively.



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.



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. We are subject to tax assessment in certain jurisdictions.
Significant judgment is involved in determining the provision for income taxes including judgment on whether the tax positions
are probable of being sustained in tax assessments.



Judgment is also 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.



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 risk free interest rates, share price volatility, the expected term and other variables. The basis and assumptions used
in these calculations are disclosed within Note 28. The aforementioned inputs entered in to the option valuation model
that we use to determine the fair value of our share awards are subjective estimates and changes to these estimates will cause
the fair value of our share-based awards and related share- based compensations expense we record to vary.



67






Business combinations



Business combinations are
accounted for using the acquisition method under the provisions of IFRS 3 (Revised), “Business Combinations”.



The cost of an acquisition
is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred at the date of acquisition.
The cost of the acquisition also includes the fair value of any contingent consideration. Identifiable tangible and intangible
assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair
value on the date of acquisition. Significant estimates are required to be made in determining the value of contingent consideration
and intangible assets.



Year Ended March 31, 2017 Compared to
Year Ended March 31, 2016



|                     |  | Year ended March 31, |          |   |      |   |          | As a % of revenue | 
|-------------------- |  | -------------------- | -------- | - | ---- | - | -------- | ----------------- | 
|                     |  | 2017                 |          |   | 2016 |   |          | Change %          | 
|                     |  | (in thousands)       |          |   |      |   |          |                   | 
|Revenue              |  | $                    | 252,994  |   |      | $ | 274,428  |                   | 
|Cost of sales        |  |                      | (164,240 | ) |      |   | (172,764 | )                 | 
|Gross profit         |  |                      | 88,754   |   |      |   | 101,664  |                   | 
|Administrative costs |  |                      | (63,309  | ) |      |   | (64,019  | )                 | 
|Operating profit     |  |                      | 25,445   |   |      |   | 37,645   |                   | 
|Net finance costs    |  |                      | (17,156  | ) |      |   | (8,010   | )                 | 
|Other gains/(losses) |  |                      | 14,205   |   |      |   | (3,636   | )                 | 
|Profit before tax    |  |                      | 22,494   |   |      |   | 25,999   |                   | 
|Income tax expense   |  |                      | (11,039  | ) |      |   | (12,711  | )                 | 
|Net income           |  | $                    | 11,455   |   |      | $ | 13,288   |                   | 



The following table sets forth, for the period indicated,
the revenue by region of domicile of Group’s operation.



|                  |  | Year ended March 31, |         |  |      |  
|----------------- |  | -------------------- | ------- |  | ---- | -
|                  |  | 2017                 |         |  | 2016 |  
|                  |  | (in thousands)       |         |  |      |  
|India             |  | $                    | 121,966 |  |      | $
|Europe            |  |                      | 25,686  |  |      |  
|North America     |  |                      | 2,549   |  |      |  
|Rest of the world |  |                      | 102,793 |  |      |  
|Total revenue     |  | $                    | 252,994 |  |      | $



Revenue



In fiscal year 2017, revenue decreased by 7.8% to $253.0
million, compared to $274.4 million in fiscal year 2016.



In fiscal year 2017, Eros film slate comprised 45 films
of which 5 were high budget, 10 were medium budget and 30 were low budget as compared to 63 films in fiscal year 2016, of which
6 was high budget, 16 were medium budget and 41 were low budget.



In fiscal year 2017, the Company’s slate of 45 films
comprised 12 Hindi films, 16 Tamil, 2 Telugu films and 15 other regional films as compared to the same period last
year where it was slate of 63 films comprised 33 Hindi films, 19 Tamil, 2 Telugu films and 9 other regional films.



68






In fiscal year 2017, the aggregate theatrical revenue decreased
by 27.0% to $101.0 million as compared to $138.4 in fiscal year 2016. The decrease in theatrical revenue reflects the mix of films
released in each period as mentioned above. Theatrical revenue in fiscal year 2016 comprised revenue from Bajrangi Bhaijaan, Bajirao
Mastani, Tanu Weds Manu Returns which were three out of the top four highest grossing films of 2016 compared to 2017 where
Housefull 3 was the only top 10 film so far coupled with the negative impact of demonetisation on the Indian film industry
since November 2016, which necessitated the Company to defer some of its Hindi and regional releases indefinitely. As a result,
in fiscal year 2017, the Company released only 45 films of which only 12 were Hindi compare to 33 Hindi films out of a total 63 films
in fiscal year 2016 which explains the decline in theatrical revenues.



In fiscal year 2017, the aggregate revenue
from television syndication increased by 22.1% to $88.0 million from $72.1 million in fiscal year 2016. This was due
to strong catalogue sales in fiscal year 2017 to offset the weaker new release slate, while in fiscal year
2016, the Company had decided to hold back and sacrifice some catalogue sales which come with longer payment terms to bring
about working capital efficiencies.



In fiscal year 2017, the aggregate revenues from digital
and ancillary increased by 0.2% to $64 million from $63.9 million in fiscal year 2016 mainly driven by catalogue monetization strategy,
revenues from Eros Now and contribution from other ancillary revenues streams.



In fiscal year 2017, revenue from India
decreased by 23.7% to $122 million, compared to $159.9 million in fiscal  2016. The decrease was mainly due to lower
theatrical revenue on the back of weaker slate mix coupled with rupee demonetisation impact whereas fiscal year 2016
slate comprised of highly acclaimed and commercial successful films such as Bajrangi Bhaijaan, Bajirao Mastani and Tanu Weds
Manu. The decrease in overall theatrical revenue was offset by a stronger catalogue revenue contribution.



In fiscal year 2017, revenue from Europe decreased by 24.9%
to $25.7 million, compared to $34.2 million in fiscal year 2016. The decrease is on account of lower theatrical revenues due to weaker
mix of films partially offset by catalogue sales.



In fiscal year 2017, revenue from North America decreased
by 82.9% to $2.5 million, compared to $14.6 million, in fiscal year 2016. The decrease is on account of relatively weaker slate mix
 coupled with lower catalogue revenues.



In fiscal year 2017, revenue from the rest of the world
increased by 56.5% to $102.8 million, compared to $65.7 million in fiscal year 2016, mainly due to increase in catalogue revenues
which were muted in last two quarters of fiscal year 2016 to bring-in working capital efficiencies.



Cost of sales



In fiscal year 2017, cost of sales decreased by 4.9%
to $164.2 million compared to $172.8 million in fiscal year 2016, which is attributable to decrease in accrual of overages to $1
million in fiscal year 2017 compared to $10.1 million due to an overall weaker slate mix. Further, decrease in publicity and distribution
cost by $5.2 million in fiscal year 2017 compared to fiscal year 2016 contributed to the overall decrease in cost of sales which was partially
offset by increase in cumulative amortisation costs of film library by $7 million in fiscal year 2017 as compared to fiscal year 2016.



Gross profit



In fiscal year 2017 gross profit decreased by 12.68%
to $88.8 million, compared to $101.7 million, in fiscal year 2016. As a percentage of revenues, gross profit margin is 35.1%
in the fiscal 2017, compared to 37.0% in fiscal year 2016. The decrease in margin is primarily due to an overall weaker slate
mix resulting in overall decrease of theatrical revenue by $37.4 million or 27.0% in fiscal year 2017 as compared to fiscal year
2016, offset by increase in television syndication revenue by $15.9 million or 22.1% and increase in amortization charge by $7.0
million or 5.5% in fiscal 2017.



Adjusted EBITDA (Non-GAAP)



In fiscal year 2017, adjusted EBITDA decreased by 21.4%
to $55.7 million, compared to $70.9 million in fiscal year 2016 due to an overall weaker slate mix, reduced theatrical revenues for
the films released during the rupee demonetization in India which was partially offset by significant high margin catalogue revenues.



69






Administrative costs



In fiscal year 2017, administrative costs decreased by 1.1% to $63.3 million compared to $64.0 million for the
fiscal year 2016, primarily due to decrease in share based payments, of $23.5 million in fiscal year 2017 as compared to $31 million
in fiscal year 20l6 which was partially offset by increase in salaries
by $4 million in fiscal year 2017 as compared to fiscal year 2016.



Net finance costs



In fiscal year 2017, net finance costs increased by
115% to $17.2 million, compared to $8 million in fiscal year 2016, mainly due to decrease in finance income by $3.3 million
in fiscal year 2017 as compared to fiscal year 2016. Further, the finance cost has increased $5.8 million in fiscal year 2017
as compared to fiscal year 2016 primarily due to high cost of debt due to higher debt within India as well as increased interest
for the Revolving Credit Facility and decrease in capitalisation of interest on content assets by $2 million in fiscal year 2017
as compared to fiscal year 2016.



Income tax expense



In fiscal year 2017, the provisions
for income taxes are $11.0 million, compared to $12.7 million in fiscal year 2016. Effective income tax rates were 31%
and 21.1% for fiscal year 2017 and 2016, respectively excluding non-deductible share-based payment charges and gain /
loss on fair valuation of derivative liabilities. The change in effective tax rate principally reflects a change in the mix
of the profits earned from taxable and non-taxable jurisdictions.



Net income



In fiscal year 2017, net income decreased by 13.5%
to 11.5 million compares to 13.3 for the fiscal 2016 as cost of sales remained relatively consistent with fiscal 2016 whereas
revenue decreased by 7.8% in fiscal year 2017 as compared to fiscal 2016, which was offset by fair value gain on held for trading
derivative liabilities of $10.3 million as compared to loss of $3.6 million in fiscal year 2016.



Trade receivables



In fiscal year 2017, trade receivables
increased to $226.8 million from $169.3 million as of March 31, 2016 mainly due to resumption of catalogue sales from April
2016 compared to muted catalogue sales in fiscal year 2016 primarily due to sales held back during last two quarters
of fiscal 2016 to achieve working capital efficiencies. Catalogue sales have payment terms extended up to a year. We have
collected approximately $ 35 million of fiscal year 2017 trade receivables subsequent to reporting date.



Net debt



In fiscal year 2017, net debt increased
to $157.6 million compared to $120.4 million in fiscal year 2016 mainly due to decrease in cash and bank balances by
$70.5 million and repayment of $33.4 million debt.



Year Ended March 31, 2016 Compared to Year Ended
March 31, 2015



|                     |  | Year ended March 31, |          |   |      |   |          | As a % of revenue | 
|-------------------- |  | -------------------- | -------- | - | ---- | - | -------- | ----------------- | 
|                     |  | 2016                 |          |   | 2015 |   |          | Change %          | 
|                     |  | (in thousands)       |          |   |      |   |          |                   | 
|Revenue              |  | $                    | 274,428  |   |      | $ | 284,175  |                   | 
|Cost of sales        |  |                      | (172,764 | ) |      |   | (155,777 | )                 | 
|Gross profit         |  |                      | 101,664  |   |      |   | 128,398  |                   | 
|Administrative costs |  |                      | (64,019  | ) |      |   | (49,546  | )                 | 
|Operating profit     |  |                      | 37,645   |   |      |   | 78,852   |                   | 
|Net finance costs    |  |                      | (8,010   | ) |      |   | (5,861   | )                 | 
|Other gains/(losses) |  |                      | (3,636   | ) |      |   | (10,483  | )                 | 
|Profit before tax    |  |                      | 25,999   |   |      |   | 62,508   |                   | 
|Income tax expense   |  |                      | (12,711  | ) |      |   | (13,178  | )                 | 
|Net income           |  | $                    | 13,288   |   |      | $ | 49,330   |                   | 



70






The following table sets forth, for the period indicated,
the revenue by region of domicile of Group’s operation.



|                  |  | Year ended March 31, |         |     
|----------------- |  | -------------------- | ------- | ----
|                  |  | 2016                 |         | 2015
|                  |  | (in thousands)       |         |     
|India             |  | $                    | 159,855 |     
|Europe            |  |                      | 34,209  |     
|North America     |  |                      | 14,622  |     
|Rest of the world |  |                      | 65,742  |     
|Total revenue     |  | $                    | 274,428 |     



Revenue



In fiscal year 2016, Eros film slate comprised 63 films
of which 6 were high budget, 16 were medium budget and 41 were low budget as compared to very similar mix of 65 films in fiscal
year 2015, of which 6 were high budget, 12 were medium budget and 47 were low budget.



In fiscal year 2016, the Company’s slate of 63
films comprised 33 Hindi films, 19 Tamil/Telugu films and 11 regional films as compared to fiscal year 2015 where its slate of
65 films comprised 45 Hindi films, 19 Tamil/Telugu films and one regional film. For the twelve months ended March 31, 2016, revenue
decreased marginally by 3.4% to $274.4 million, compared to $284.2 million for the twelve months ended March 31, 2015.



In fiscal year 2016, the aggregate theatrical revenues
increased by 12.4% to $138.4 million from $123.1 million in fiscal year 2015. Fiscal year 2016 proved to be a successful year for
the Company’s films at the box office demonstrating the quality and robustness of its content with three out of the top four
Hindi films and seven out of the top 15 Hindi films in Calender year 2015 being Eros films. Some of our successful global releases
were Bajrangi Bhaijaan, Bajirao Mastani, Tanu Weds Manu Returns, Welcome Back, Srimanthuduand overseas releases were Dil
Dhadakne Do, Singh is Blingand Gabbar is Backreinforcing the portfolio and film mix strategy.



The aggregate revenues from television syndication
decreased by 28.8% to $72.1 million in fiscal year 2016 from $101.2 million in fiscal year 2015 mainly as a result of higher television
sales in India offset by lower sales in territories outside of India due to the Company’s decision to forego a portion of
their potential catalogue revenues that have relatively longer payment cycles, in order to improve days sales outstanding.



The aggregate revenues from digital, ancillary and
the newly acquired “Techzone” increased 6.7% to $63.9 million in fiscal year 2016 from $59.9 million in fiscal year
2015. This is on account of contribution from Techzone and better realizations from other ancillary revenues such as music sales
and in-flight entertainment.



We derived approximately 41.7% of our fiscal year
2016 revenues from the exploitation of our films in territories outside of India compared to 61.3% in fiscal year 2015.
This percentage is calculated (as required under International Financial Reporting Standards) based on revenue by region of domicile
of Group’s operation.



Revenue from India increased by 45.3 % to $159.9 million
in fiscal year 2016, compared to $110 million in fiscal year 2015. This was account of the stronger Indian box office collection
of the Company’s movies and the better realizations with respect to television syndication revenues associated with these
movies.



Revenue from Europe increased by 15.9 % to $34.2 million
in fiscal year 2016, compared to $29.5 million in fiscal year 2015 and North America increased 46 % to $14.6 million in fiscal
year 2016, compared to $10 million in fiscal year 2015. This was account of the stronger overseas box office collection of the
Company’s movies.



Revenue from rest of the world decreased by 51.2 %
to $65.7 million in fiscal year 2016, compared to $134.6 million in fiscal year 2015. This was mainly due to lower catalogue sales.



We also report percentage of revenue calculated (as
required under International Financial Reporting Standards) based on where the customer who entered into a contract with any of
its entities is based and not strictly on the geography of the rights being exploited or licensed. Accordingly, this may not be
reflective of the potential of any given market because it is not necessarily reflective of where the films are actually distributed.
As a result, the Company’s revenue by customer location may vary year on year. On this basis, we derived approximately 42.1%
of our Fiscal year 2016 revenues from the exploitation of our films in territories outside of India compared to 61.5% in Fiscal
year 2015.



Cost of sales

In fiscal year 2016 cost of sales increased by 10.9%
to $172.8 million compared to $155.8 million in fiscal year 2015. $11.0 million out of the total $17 million increase or 65% of
the increase was primarily on account of increase in film amortization costs associated with mix of the Company’s films of
fiscal year 2016 as compared to fiscal year 2015 as well as cumulative amortization costs of its larger film library, and 35% of
the increase was due to accrued overages to co-producers from hit films as well as an increase in selling and distribution expenses.





71




Gross profit

In fiscal year 2016 gross profit decreased by 20.8%
to $101.7 million, compared to $128.4 million in fiscal year 2015 primarily due to lower revenue from high margin catalogue sales
and higher cost of sales, mainly due to increased amortization charge.



Net income

In fiscal year 2016 net income decreased by 73%
to $13.3 million, compared to $49.3 million in fiscal year 2015 primarily due to lower high-margin catalogue revenues, lower
gross profit and higher administrative cost in fiscal year 2016.



Adjusted EBITDA (Non-GAAP)

In fiscal year 2016 adjusted EBITDA decreased by 29.9%
to $70.9 million compared to $101.2 million in fiscal year 2015 mainly due to higher theatrical revenues being offset by proportionately
higher cost of sales including film amortisation costs and relatively higher margin lower catalogue revenues.



Administrative costs

In fiscal year 2016, administrative costs increased
by 29.3% to $64 million compared to $49.5 million in fiscal year 2015, which was attributable to an increase in share based
payment charges by 41.6% to $31.0 million in fiscal year 2016 compared to $21.9 million in fiscal year 2015 as well as increased
personnel cost of $2.7 million on account of expansion of the Eros Now team and newly acquired “Techzone”.



Net finance costs

In fiscal year 2016, net finance increased by 35.6%
to $8 million, compared to $5.9 million in fiscal year 2015. This was mainly due to the higher blended cost of debt during
the year with the full year retail bond costs coming in which was only partial in the previous year.



Other losses

In fiscal year 2016, other losses decreased by 65.7%
to $3.6 million, compared to $10.5 million in fiscal year 2015. This was primarily due to a decrease in the fair value of
derivative liability instruments not designated in a hedging relationship and net foreign exchange losses. In fiscal year 2015
there was also impairment loss on available-for-sale financial asset, while their was no such impairment in fiscal year 2016



Income tax expense

The expense for income taxes was $12.7 million and
$13.2 million for the twelve months ended March 31, 2016 and 2015, respectively. The decrease for income taxes is due to lower
net profit earned in the twelve months ended March 31, 2016. Effective tax rates were 21% and 21.1% for fiscal year 2016
and 2015, respectively, excluding non-deductible share-based payment charges and net loss on held for trading financial liabilities.



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.





72




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      |  | 47.49 |  | 43.90
|2012           |  | 50.89      |  | 48.01      |  | 53.71 |  | 44.00
|2013           |  | 54.52      |  | 54.36      |  | 57.13 |  | 50.64
|2014           |  | 60.35      |  | 60.35      |  | 68.80 |  | 53.65
|2015           |  | 62.58      |  | 61.15      |  | 63.70 |  | 58.46
|2016           |  | 66.25      |  | 65.39      |  | 68.84 |  | 61.99
|2017           |  | 64.85      |  | 67.01      |  | 68.86 |  | 64.85
|               |  |            |  |            |  |       |  |      
|Months         |  |            |  |            |  |       |  |      
|April 2016     |  | 66.39      |  | 66.42      |  | 66.70 |  | 66.05
|May 2016       |  | 66.96      |  | 66.88      |  | 67.59 |  | 66.36
|June 2016      |  | 67.51      |  | 67.27      |  | 67.92 |  | 66.51
|July 2016      |  | 66.77      |  | 67.16      |  | 67.49 |  | 66.77
|August 2016    |  | 66.94      |  | 66.90      |  | 67.18 |  | 66.63
|September 2016 |  | 66.58      |  | 66.71      |  | 67.10 |  | 66.28
|October 2016   |  | 66.72      |  | 66.74      |  | 66.94 |  | 66.49
|November 2016  |  | 68.56      |  | 67.64      |  | 68.86 |  | 66.39
|December 2016  |  | 67.92      |  | 67.81      |  | 68.29 |  | 67.38
|January 2017   |  | 67.48      |  | 68.05      |  | 68.39 |  | 67.48
|February 2017  |  | 66.67      |  | 66.97      |  | 67.40 |  | 66.67
|March 2017     |  | 64.85      |  | 65.80      |  | 66.83 |  | 64.85
|April 2017     |  | 64.27      |  | 64.54      |  | 65.10 |  | 64.08
|May 2017       |  | 64.50      |  | 64.42      |  | 64.87 |  | 64.03
|June 2017      |  | 64.62      |  | 64.45      |  | 64.66 |  | 64.23



|(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 comparable based upon the average rate of exchange for the year ended March 31,
2017, of INR 67.0 to $1.00. In addition to the impact on gross profit, the volatility during the year ended March 31, 2017
also led to a non-cash foreign exchange gain of 3.9 million principally on our Indian subsidiaries’ foreign currency loans
in the year ended March 31, 2017 compared to $0.07 million loss in the year ended March 31, 2016.



The following table sets forth our constant currency
revenue (a non-GAAP financial measure) for the periods indicated. Constant currency revenue is a non-GAAP financial measure. We
present constant currency revenue so that revenue may be viewed without the impact of foreign currency exchange rate fluctuations,
thereby facilitating period-to-period comparisons of business performance. Constant currency revenue is presented by recalculating
prior period’s revenue denominated in currencies other than in US dollars using the foreign exchange rate used for the latest
period. Our non-US dollar denominated revenue includes, but is not limited to, revenue denominated in Indian rupee, pound sterling
and United Arab Emirates Dirham.



|              |  | Year ended March 31, |         
|------------- |  | -------------------- | --------
|              |  | 2017                 |         
|              |  |                      |         
|              |  | Reported             |         
|Revenue       |  | $                    | 252,994 
|Cost of sales |  |                      | (164,240
|Gross Profit  |  | $                    | 88,754  



73






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



|              |  | Year ended March 31, |  
|------------- |  | -------------------- | -
|              |  | 2017                 |  
|Revenue       |  |                      | —
|Cost of sales |  |                      | —
|Gross profit  |  |                      | —



The Indian Rupee experienced an approximately 2%
drop in value as compared to the U.S. dollar in fiscal year 2016, in fiscal year 2015 the drop was 9%.



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, |        
|------------------- |  | -------------------- | -------
|                    |  | 2017                 |        
|                    |  | (in thousands)       |        
|Current assets      |  | $                    | 362,477
|Current liabilities |  |                      | 316,101
|Working capital     |  | $                    | 46,376 



The significant decrease in working capital as at
March 31, 2017 as compared to March 31, 2016, principally reflects payables relating to purchases of film rights.



Indebtedness



As of March 31, 2017, we had aggregate outstanding
indebtedness of $271.5 million, and cash and cash equivalents of $112.3 million. At March 31, 2017, the total available facilities
were comprised of (i) revolving credit facilities, secured and unsecured term loans, and vehicle loans of $190.9 million at Eros
India and Eros Worldwide, (ii) secured overdraft and term loan amounting to $18.0 million at Eros International Limited.
In addition, Eros International plc has debt of $62.7 million in relation to a retail bond offering for £50 million in October
2014 and unsecured term loan. As at March 31, 2017, there were undrawn amounts under our facilities of $2.2 million.



|                                    |  | As of March 31, 2017 |        
|----------------------------------- |  | -------------------- | -------
|                                    |  | (in thousands)       |        
|Eros India                          |  |                      |        
|Secured revolving credit facilities |  | $                    | 57,521 
|Secured term loans                  |  | $                    | 35,149 
|Vehicle loans                       |  | $                    | 325    
|Unsecured other loan                |  | $                    | 7,033  
|Total                               |  | $                    | 100,028
|Eros International plc              |  |                      |        
|Retail Bond                         |  | $                    | 62,672 
|Total                               |  | $                    | 62,672 
|Eros International Limited, U.K.    |  |                      |        
|Secured overdraft                   |  | $                    | 17,982 
|Total                               |  | $                    | 17,982 
|                                    |  |                      |        
|Eros Worldwide                      |  |                      |        
|Revolving credit facility(1)        |  | $                    | 85,000 
|Interest swap financing facility    |  | $                    | 5,853  
|Total                               |  | $                    | 90,853 
|Total                               |  | $                    | 271,535

_____________

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





74




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 term loan facilities, overdraft
facility and revolving credit facilities at Eros India matures between 2017 and 2021 and bear interest at fluctuating interest
rates pursuant to the relevant sanction letter governing such loans.



Borrowings under our revolving credit facility
maturing in January 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.



Our revolving credit facility that previously matured
in January 2017 was amended and the maturity date was extended up to March 31, 2017. Subsequently, on April 1, 2017 we entered
into an amended credit agreement with a revolving credit facility bearing interest at a rate of 7.5% plus LIBOR, which is secured
by certain of our assets and is payable in three installments by September 30, 2017.



Subsequently, in April 2017, retail bond were
fully secured by certain group assets.



We expect to renew, replace or extend our borrowings
as they reach maturity. As at March 31, 2017, we had net undrawn amounts of $2.2 million available.



Sources and uses of cash



|                                      |  | Year Ended March 31, |         
|------------------------------------- |  | -------------------- | --------
|                                      |  | 2017                 |         
|                                      |  | (in thousands)       |         
|Net cash from operating activities    |  | $                    | 98,993  
|Net cash used in investing activities |  | $                    | (175,191
|Net cash from financing activities    |  | $                    | 5,929   



Year ended March 31, 2017 Compared to Year Ended
March 31, 2016



Net cash generated from operating activities in fiscal
year 2017 was $99 million, compared to $234.6 million in fiscal year 2016, a decrease of $135.6 million, or 57.9%, primarily due
to decrease working capital movement of $ 119,9 million attributable to increase in trade receivables to $91.9 million
and decrease in trade payables by $27.3 million. The cash flow from operating activities has also decreased due to increase in
interest paid in fiscal 2017 to $18.4 million compared to $12.5 million.



Net cash used in investing activities in fiscal
year 2017 was $175.2 million, compared to $211.4 million in fiscal year 2016, a decrease of $36.2 million, or 17.1%, reflecting
the change in mix of films released in fiscal year 2017 and our investment in upcoming film slate. The purchase of intangible film
rights and content rights in fiscal year 2017 was $173.5 million, compared to $211.3 million in fiscal year 2016, a decrease of
$37.8 million, or 17.9%.



Net cash generated from financing activities in
fiscal year 2017 was $5.9 million, compared to $7.6 million in fiscal year 2016, a decrease of $1.7 million, or 22.4%, primarily
due to repayment of debt of $118.3 million compared to $99.7 million in fiscal 2016 which is offset by proceeds from debt and equity
of $92.8 million and $31.4 million respectively and $95.5 million and $11.8 million respectively in fiscal 2017 and fiscal 2016
..



Year ended March 31, 2016 Compared to Year Ended
March 31, 2015



Net cash from operating activities in fiscal year 2016
was $234.6 million, compared to $118.0 million in fiscal year 2015, an increase of $116.6 million, or 98.8%, primarily due to increase
in cash flow from operations, reduction in trade receivables of $28.5 million, increase in trade payables of $31.5 million due
to deferred revenue from presales and accrued overages from hit films. This also included an increase in interest paid of $5.6
million and a decrease in income taxes paid of $4.5 million, from fiscal year 2015. There was a decrease in working capital of
$51.3 million in fiscal year 2016 mainly because the revolving credit facility of $123,750 million which was part of a long term
liability in fiscal year 2015 was classified as a short term liability at the end of fiscal year 2016.



Net cash used in investing activities in fiscal year
2016 was $211.4 million, compared to $279.2 million in fiscal year 2015, a decrease of $67.8 million, or 24.3%, reflecting the
change in mix of films released in fiscal year 2016 and our investment in film content in future years. Our investment in film
content in fiscal year 2016 was $211.3 million, compared to $276.2 million in fiscal year 2015, a decrease of $64.9 million, or
23.5%. Fiscal year 2015 investment in content also contained a stepped one-off investment for Eros Now content with additional
funds available from the proceeds from the UK retail bond.



Net cash from financing activities in fiscal year 2016
was $7.6 million, compared to $177.6 million in fiscal year 2015, a decrease of $170 million, or 95.7%, primarily because we didn’t
access the capital markets in fiscal year 2016 as compared to fiscal year 2015 where we had capital proceeds of $92.3 million from
our follow on equity offering in 2015 and proceeds of $77.9 million on account of issuing Retail Bond.





75




Capital expenditures



In fiscal year 2017, we invested $173.5 million in
film content, and in fiscal 2018 we expect to invest approximately $180 to $200 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,
2017 or later periods. Those which are considered to be relevant to Group’s operations are set out below.



IFRS 15 Revenue from Contracts with Customers



| | 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, 2018. Earlier application is permitted. The Group expects to apply this standard retrospectively with the cumulative
effect of initially applying this standard recognized at April 1, 2018 (i.e. the date of initial application in accordance with
this standard). The Group is currently evaluating the impact that this new standard will have on its consolidated financial statements.





76




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



IFRS 16 Leases: On January 13, 2016, the International
Accounting Standards Board issued the final version of IFRS 16, Leases. IFRS 16 will replace the existing leases Standard, IAS
17 Leases, and related Interpretations. The Standard sets out the principles for the recognition, measurement, presentation and
disclosure of leases for both parties to a contract i.e., the lessee and the lessor. IFRS 16 introduces a single lessee accounting
model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying
asset is of low value. Currently, operating lease expenses are charged to the statement of comprehensive income. The Standard also
contains enhanced disclosure requirements for lessees. IFRS 16 substantially carries forward the lessor accounting requirements
in IAS 17.



The effective date for adoption of IFRS 16 is annual
periods beginning on or after January 1, 2019, though early adoption is permitted for companies applying IFRS 15 Revenue from Contracts
with Customers. The Group is yet to evaluate the requirements of IFRS 16 and the impact on the consolidated financial statements.



IFRIC 22, Foreign currency transactions and Advance
consideration: On December 8, 2016, the International Accounting Standards Board (IASB) issued IFRS interpretation IFRIC 22,
Foreign currency transactions and Advance consideration which clarifies the date of the transaction for the purpose of determining
the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance
consideration in a foreign currency. The effective date for adoption of IFRIC 22 is annual reporting periods beginning on or after
January 1, 2018, though early adoption is permitted. The Group is currently evaluating the effect of IFRIC 22 on the consolidated
financial statements.



IFRIC 23, Uncertainty over Income Tax Treatments:
In June 2017, the International Accounting Standards Board (IASB) issued IFRS interpretation IFRIC 23 — Uncertainty over
Income Tax Treatments which is to be applied while performing the determination of taxable profit (or loss), tax bases, unused
tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12. According to IFRIC
23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments,
that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount
or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates.





77




The standard permits two possible methods of transition:



| | · | Full retrospective approach – Under this approach, IFRIC 23 will be applied retrospectively
to each prior reporting period presented in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates
and Errors
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Retrospectively with cumulative effect of initially applying IFRIC 23 recognized by adjusting equity
on initial application, without adjusting comparatives
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



The effective date for adoption of IFRIC 23 is annual
periods beginning on or after January 1, 2019, though early adoption is permitted. The Group does not believe that this amendment
will have a material impact on its consolidated financial statements.



Amendments to IAS 7, Statement of cash flows:
In January 2016, the International Accounting Standards Board issued the amendments to IAS 7, requiring the entities to provide
disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including
both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing
balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement. The effective
date for adoption of the amendments to IAS 7 is annual reporting periods beginning on or after January 1, 2017, though early adoption
is permitted. The Company is currently evaluating the effect of this amendment on its consolidated financial statements.



Amendments to IFRS 2, Share-based payment:
In June 2016, the International Accounting Standards Board issued the amendments to IFRS 2, providing specific guidance for measurement
of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding
taxes. It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled
awards. Market-based performance conditions and non-vesting conditions are reflected in the ‘fair values’, but non-market
performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest.
Also, the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified
with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from
the date of the modification. Further, the amendment requires the award that includes a net settlement feature in respect of withholding
taxes to be treated as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an
equity settlement. The effective date for adoption of the amendments to IFRS 2 is annual reporting periods beginning on or after
January 1, 2018, though early adoption is permitted. The Group does not believe that this amendment will have a material impact
on its consolidated financial statements.





78




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, 2017. 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, 2016          |        
|                                             |  | (dollars in
    thousands) |        
|Selected Quarterly Results
    of Operations |  |                            |        
|Revenue                                      |  | $                          | 71,095 
|Cost
    of sales                            |  |                            | (48,010
|Gross
    profit                             |  |                            | 23,085 
|Administrative
    costs                     |  |                            | (15,905
|Operating
    profit                         |  |                            | 7,180  
|Net
    finance costs                        |  |                            | (3,193 
|Other
    gains/(losses)                     |  |                            | 2,032  
|(Loss)/profit
    before tax                 |  |                            | 6,019  
|Income
    tax expense                       |  |                            | (2,580 
|Net
    (loss)/income                        |  | $                          | 3,439  
|                                             |  |                            |        
|OTHER
    NON-GAAP MEASURES                  |  |                            |        
|EBITDA(1)                                    |  | $                          | 10,116 
|Adjusted
    EBITDA (1)                      |  | $                          | 18,123 
|                                             |  |                            |        
|OPERATING
    DATA                           |  |                            |        
|High
    budget film releases(2)             |  |                            | 3      
|Medium
    budget film releases(2)           |  |                            | 2      
|Low
    budget film releases(2)              |  |                            | 9      
|Total
    new film releases(2)               |  |                            | 14     



|(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
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



79






| | · | 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.



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



|                                                               |  | Three Months Ended |       
|-------------------------------------------------------------- |  | ------------------ | ------
|                                                               |  | June 30,
    2016  |       
|                                                               |  | (in thousands)     |       
|Net
    (loss)/income                                          |  | $                  | 3,439 
|Income
    tax expense                                         |  |                    | 2,580 
|Net
    finance costs                                          |  |                    | 3,193 
|Depreciation                                                   |  |                    | 210   
|Amortization(a)                                                |  |                    | 694   
|EBITDA
    (Non-GAAP)                                          |  |                    | 10,116
|Gain
    on saleof available-for-sale financial assets         |  |                    | (58   
|Share
    based payments(b)                                    |  |                    | 6,021 
|Net
    loss/(gain) on held for trading derivative instruments |  |                    | 2,044 
|Transaction
    costs relating to equity transactions          |  |                    | —     
|Adjusted
    EBITDA (Non-GAAP)                                 |  | $                  | 18,123



| | 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 fiscal year 2017, revenue fluctuations primarily
reflected the timing of major theatrical releases, with our highest quarterly revenues of $71.9 million in the three months
ended September 30, 2016 as a result of the two high budget theatrical releases of Dishoom (Hindi), Janata Garage (Telugu) and
four medium budget theatrical releases of Baar Baar Dekho (Hindi), Banjo (Hindi), Happy Bhag Jayegi (Hindi) and White (Malayalam).
The lowest quarterly revenues was of $52.7 million in the three months ended March 31, 2017. The fluctuations in other gains or
losses reflect the changes in mark to market values of our interest derivative liabilities.



Our quarterly results can vary from one period 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 as well as timing
and quantum of catalogue revenues.



80






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, 2017, the Group has provided certain
stand-by letters of credit amounting to $80.6 million (2016: $96.0 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 outstanding content commitments, have varying maturity dates.



In addition, the Group issued financial guarantees
amounting to $2.2 million (2016: $2.4 million) in the ordinary course of business, having varying maturity dates up to the next
12 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.



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, 2017.





|                                                  |  | As of March 31, 2017 |        
|------------------------------------------------- |  | -------------------- | -------
|                                                  |  | Total                |        
|                                                  |  | (in thousands)       |        
|Recorded contractual obligations                  |  |                      |        
|Debt                                              |  | $                    | 271,535
|                                                  |  |                      |        
|Unrecorded contractual obligations                |  |                      |        
|Operating leases                                  |  |                      | 918    
|Film entertainment rights purchase obligations(1) |  |                      | 250,997
|Interest payments on debt (2)                     |  |                      | 40,987 
|Total                                             |  | $                    | 292,902

_______________

| | (1) | The amounts disclosed as Film entertainment rights purchase obligations are mutually agreed terms and are presently disclosed on best estimate basis.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The amounts shown in the table include future interest payments on variable and fixed rate debt at current interest rates ranging from 1.8% to 13%.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------



G. Safe Harbor



See “Special Note Regarding Forward-Looking Statements”
at the beginning of this annual report.



81






ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A. Directors and Executive Officers



Our Board of Directors consists of eight directors.



The following table sets forth the name, age (as at
June 30, 2017) and position of each of our directors and executive officers as at the date hereof.



|Name                             |  | Age |  | Position/s                                                           
|-------------------------------- |  | --- |  | ---------------------------------------------------------------------
|Directors                        |  |     |  |                                                                      
|Kishore Lulla                    |  | 55  |  | Director, Executive Chairman                                         
|Jyoti Deshpande                  |  | 46  |  | Director, Group Chief Executive Officer, Managing Director           
|Vijay Ahuja                      |  | 60  |  | Director, Vice Chairman                                              
|Sunil Lulla                      |  | 53  |  | Director, Executive Vice Chairman                                    
|Naresh Chandra(1)(2)(3)(4)(5)    |  | —   |  | Director, Chairman of Remuneration Committee and Nomination Committee
|Dilip Thakkar(1)(2)(3)(4)        |  | 80  |  | Director, Chairman of Audit Committee                                
|Rajeev Mishra(6)                 |  | 55  |  | Director                                                             
|David Maisel(1)                  |  | 55  |  | Director                                                             
|Rishika Lulla Singh              |  | 30  |  | Director                                                             
|Shailendra Swarup(1)(2)(3)(4)(5) |  | 72  |  | Director                                                             
|                                 |  |     |  |                                                                      
|Senior Management                |  |     |  |                                                                      
|Prem Parameswaran                |  | 48  |  | President of North America & Group Chief Financial Officer           
|Mark Carbeck                     |  | 45  |  | Chief Corporate & Strategy Officer                                   
|Pranab Kapadia                   |  | 45  |  | President of Europe and Africa Operations                            
|Surender Sadhwani                |  | 61  |  | President of Middle East Operations                                  
|Ken Naz (7)                      |  | 58  |  | 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) Following the sudden death of Mr. Naresh Chandra,
he was no longer a Director as of July 09, 2017. Mr Shailendra Swarup was appointed as a Director with effect from 25 July
2017.

(6) Rajeev Mishra resigned from the company’s
Board in November, 2016.

(7) Mr. Ken Naz has resigned from the employment of
the Company with effect from May 27, 2017.



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. In 2010, Mr. Lulla was awarded
the Entrepreneur of the Year at the GG2 Leadership and Diversity Awards and In 2014, Forbes Asia featured Mr. Kishore Lulla on
the list of Best under a Billion. He was also honored with the 2014 Global Citizenship Award by the American Jewish Committee,
a leading global Jewish advocacy organization. Mr. Lulla also received the Entertainment Visionary award at the 2015 Annual Gala
Dinner from the Asia Society Southern California. In 2015, he was further invited to attend the “billionaires’ summer
camp” in Sun Valley, an annual gathering of the world’s most powerful entrepreneurs and business executives. 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. Rishika Lulla Singh, the brother of Mr. Sunil Lulla and a cousin of Mr. Vijay Ahuja
and Mr. Sadhwani.



82






Ms. Jyoti Deshpandeis 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 preparation for 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 24 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. She has raised over $1 billion in debt and equity for the Company in the
last 10 years. Ms. Deshpande was featured in the list of Most Powerful Women in Business by Fortune India and Business Today in
2015. She was a former member of J.Thompson, India and was part of the team that founded B4U Television network in U.K. She was
a senior consultant with Mindshare, UK.



Mr. Vijay Ahujais 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 Lullais 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 25 years of experience in the media and entertainment 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 on September 28, 2009. Mr. Sunil Lulla is the brother of Mr. Kishore Lulla, uncle
of Mrs. Rishika Lulla Singh and the cousin of Mr. Ahuja and Mr. Sadhwani.



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 creation, and development distribution of Eros Now within India and internationally. She graduated from the
School Of Oriental and African Studies with a BA in South Asian Studies and Management and completed a postgraduate study at the
UCLA School of Theatre, Film and Television. With over five years of experience in over-the-top platforms and content, Mrs. Lulla
Singh has been a key contributor in driving the growth and penetration of Eros Now, both with technological developments and relationship
management to stimulate platform penetration. She was recently named Young Entrepreneur of the Year by the 2016 Asian Business
Awards. 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. Shailendra Swarup, is a Director. Mr. Swarup
is a practicing lawyer in India since 1965 and has over 50 years experience as corporate attorney in India. He is senior partner
of the law firm Swarup & Company, New Delhi, India. His vast experience includes advising Indian and foreign with respect to
transborder transactions, acquisitions, joint ventures, technology transfers in diverse sectors and industry. He presently serves
as an independent Director on the Board of 6 public companies and 4 private companies. He was one of the members of Confederation
of Indian Industry (“CII”) Task Force which formulated for the first time in India the Code for corporate governance.
He was member of the Committee constituted by the Reserve Bank of India for governance of public sector banks and financial institutions
in India. He advised National Council for Applied Economic Research on and reviewed the draft Bill of the New Electricity Act.
He advised National Highways Authority of India and the Planning Commission of India on development of documentation for infrastructure
Projects through build operate transfer model and public private partnership.



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 an Independent
Director of seven public limited companies and eight private limited companies in India and twelve 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
which was released in May 2016. Mr. Maisel is also a Director at Gaiam, a NASDAQ listed company. 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



83






Senior Management



Mr. Prem Parameswaranis our Group Chief Financial
Officer and President of Eros International’s North America operations. Mr. Parameswaran joined 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. Parameswaran
also serves on the Boards of the Columbia University Alumni Trustee Nominating Committee and the Program for Financial Studies
at Columbia Business School.



Mr. Mark Carbeck isour 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. He
has over 18 years of experience. 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 isPresident Marketing &
Distribution of our UK, Europe and Africa Operations. Mr. Kapadia received a Master’s degree in Management Studies (MMS)
from Bombay University, majoring in Finance. He has over 22 years of experience in the Indian TV & Film Industry, previously
having served with Zee Network for 10 years as Head of Operations & Programming (Europe) and later as Business Head of Adlabs
Films (U.K.) Limited for one year. Mr. Kapadia brings with him significant insight 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.



B. Compensation



Compensation of senior executive 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, Shailendra Swarup and Dilip Thakkar.



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.



84






The following tables and footnotes show the remuneration of each of our
directors for fiscal 2017:



|                    |  | Year ended March 31,
|------------------- |  | --------------------
|                    |  | 2017Salary          
|                    |  | (in thousands)      
|Kishore Lulla       |  | $                   
|Jyoti Deshpande     |  |                     
|Vijay Ahuja         |  |                     
|Sunil Lulla(2)      |  |                     
|Naresh Chandra      |  |                     
|Dilip Thakkar       |  |                     
|David Maisel        |  |                     
|Rishika Lulla Singh |  |                     
|Total               |  | $                   



|(1) | Health insurance, except for Sunil Lulla (see Note (2) below).                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | (1)  Sunil Lulla’s fiscal 2017 compensation consisted of the following (Indian Rupees translated to U.S. dollars at a rate of INR 66.9 per $1.00)



|Particulars for Mr Sunil Lulla        |  | INR |            |  | USD |  
|------------------------------------- |  | --- | ---------- |  | --- | -
|Basic salary                          |  |     | 14,520,000 |  |     | $
|Incentive compensation                |  |     | 64,42,040  |  |     |  
|Reimbursements car/entertainment etc. |  |     | 24,39,600  |  |     |  
|Medical reimbursement                 |  |     | 15,000     |  |     |  
|Special pay                           |  |     | 19,317,240 |  |     |  
|Company rent accommodation            |  |     | 3,600,000  |  |     |  
|Total India                           |  |     | 46,333,880 |  |     | $



The total compensation paid to our executive officers in fiscal 2017 was
$16.5 million (2016: $17.0 million).



The following table and footnotes show the cost recognized in fiscal 2017
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 |       |  | Option 2014 |   |     | JSOP |  |   | June 09, 2015 |  |  | June 09, 2016 |       |  | Total |  
|------------------- |  | ------------------ | ----- |  | ----------- | - | --- | ---- |  | - | ------------- |  |  | ------------- | ----- |  | ----- | -
|Kishore Lulla       |  | $                  | —     |  |             | $ | —   |      |  | $ | —             |  |  | $             | 1,169 |  |       | $
|Jyoti Deshpande     |  |                    | 1,047 |  |             |   | —   |      |  |   | —             |  |  | $             | 935   |  |       |  
|Sunil Lulla         |  |                    | —     |  |             |   | —   |      |  |   | —             |  |  | $             | 935   |  |       |  
|Dilip Thakkar       |  |                    | —     |  |             |   | —   |      |  |   | —             |  |  |               | —     |  |       |  
|Naresh Chandra      |  |                    | —     |  |             |   | —   |      |  |   | —             |  |  |               | —     |  |       |  
|David Maisel        |  |                    | —     |  |             |   | 694 |      |  |   | —             |  |  |               | —     |  |       |  
|Rishika Lulla Singh |  |                    | —     |  |             |   | —   |      |  |   | 360           |  |  | $             | 291   |  |       |  
|Rajeev Misra        |  |                    | —     |  |             |   | —   |      |  |   | —             |  |  |               | —     |  |       |  
|Total               |  | $                  | 1,047 |  |             | $ | 694 |      |  | $ | 360           |  |  | $             | 3,330 |  |       | $



85






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 is eligible for this incentive bonus for a period of three years, until October 31, 2017. 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.



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 |       
|------------------------------------- |  | ------------------- | ------
|                                      |  | 2017                |       
|                                      |  | (in thousands)      |       
|IPO India Plan                        |  | $                   | 2,140 
|JSOP Plan                             |  |                     | 3,622 
|Option award scheme 2012              |  |                     | 699   
|2014 Share Plan                       |  |                     | 1,427 
|2015 Share Plan                       |  |                     | 328   
|Other share option awards             |  |                     | 4,405 
|Management scheme (staff share grant) |  |                     | 10,850
|                                      |  | $                   | 23,471

Joint Stock Ownership Plan (JSOP)



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’.



On August 4, 2015, the Company’s Employee
Benefit Trust entered into a Joint ownership deed (the “2015 JSOP deed”) with certain employees in respect of 380,000’A’
ordinary shares. These options were issued at a strike price of $24.00 and fair market value of $15.66. Subject to continued employment
and market conditions set out in the 2015 JSOP deed, these options vest in May 2017.



86








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



|                                           |  | Year ended March 31 |          
|------------------------------------------ |  | ------------------- | ---------
|                                           |  | 2017                |          
|Shares held at the beginning of the period |  |                     | 1,239,497
|Shares granted                             |  |                     | —        
|Shares exercised                           |  |                     | (92,530  
|Shares forfeiture/lapsed                   |  |                     | —        
|Shares held at the end of the period       |  |                     | 1,146,967
|Unallocated shares held by trust           |  |                     | 106,701  
|                                           |  |                     | 1,253,668



Employee Stock Option Plans



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



|                         |  | Range ofexercise prices
|------------------------ |  | -----------------------
|IPO India Plan           |  | INR10 – 175            
|IPO Plan – June 2006     |  | GBP 5.28               
|JSOP Plan                |  | $11.00 – 24.00         
|Option award scheme 2012 |  | $11.00                 
|2014 Share Plan          |  | $14.97– 18.50          
|2015 Share Plan          |  | $7.40 – 33.12          
|Other share option plans |  | $18– $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 fulfilment of vesting conditions
(generally service conditions). These options generally vest in tranches over a period of one 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.



87






The activity in these stock option plans is summarized
below:



|                                         |  |                          |  | Year ended March 31
|---------------------------------------- |  | ------------------------ |  | -------------------
|                                         |  |                          |  | 2017               
|                                         |  | Name of Plan             |  | Numberofshares     
|Outstanding at the beginning of the year |  | IPO India Plan           |  | 2,196,215          
|Granted                                  |  |                          |  | 269,381            
|Exercised                                |  |                          |  | (269,553)          
|Forfeited and lapsed                     |  |                          |  | (87,980)           
|Outstanding at the end of the year       |  |                          |  | 2,108,063          
|Exercisable at the end of the year       |  |                          |  | 911,854            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | IPO Plan June 2006       |  | 62,438             
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | (62,438)           
|Forfeited and lapsed                     |  |                          |  | —-                 
|Outstanding at the end of the year       |  |                          |  | —                  
|Exercisable at the end of the year       |  |                          |  | —                  
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | JSOP Plan                |  | 1,239,486          
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | (92,530)           
|Forfeited and lapsed                     |  |                          |  | —                  
|Outstanding at the end of the year       |  |                          |  | 1,146,956          
|Exercisable at the end of the year       |  |                          |  | 728,736            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | Option award scheme 2012 |  | 674,045            
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | —                  
|Forfeited and lapsed                     |  |                          |  | —                  
|Outstanding at the end of the year       |  |                          |  | 674,045            
|Exercisable at the end of the year       |  |                          |  | 449,363            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | 2014 Share Plan          |  | 773,749            
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | —                  
|Forfeited and lapsed                     |  |                          |  | (50,000)           
|Outstanding at the end of the year       |  |                          |  | 723,749            
|Exercisable at the end of the year       |  |                          |  | 288,333            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | 2015 Share Plan          |  | 282,500            
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | (8,750)            
|Forfeited and lapsed                     |  |                          |  | (61,667)           
|Outstanding at the end of the year       |  |                          |  | 212,083            
|Exercisable at the end of the year       |  |                          |  | 127,604            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | Other share option plans |  | 1,000,000          
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | —                  
|Forfeited and lapsed                     |  |                          |  | (500,000)          
|Outstanding at the end of the year       |  |                          |  | 500,000            
|Exercisable at the end of the year       |  |                          |  | 200,000            



88






The following table summarizes information about
outstanding stock options:



|                         |  |  | Year ended March 31                 | 
|------------------------ |  |  | ----------------------------------- | 
|                         |  |  | 2017                                | 
|Name of Plan             |  |  | Weightedaverageremaininglife(Years) | 
|IPO India Plan           |  |  |                                     | 
|IPO Plan June 2006       |  |  | —                                   | 
|JSOP Plan                |  |  | 4.93                                | 
|Option award scheme 2012 |  |  | 4.83                                | 
|2014 Share Plan          |  |  | 7.11                                | 
|2015 Share Plan          |  |  | 6.08                                | 
|Other share option plans |  |  | 4.75                                | 



* INR - Indian Rupees

**GBP - Great Britain Pound



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



|                                                                | IPOIndia Plan |  | JSOP(4)       |  | 2014Share plan |  | 2015Share plan
|--------------------------------------------------------------- | ------------- |  | ------------- |  | -------------- |  | --------------
|Expected volatility(1)(2)                                       | 35% - 75%     |  | 42%           |  | 40%            |  | 40% - 60%     
|Option life (Years)                                             | 1.91 - 7.00   |  | 10.00         |  | 4.50 - 5.25    |  | 10.00         
|Dividend yield                                                  | 0%            |  | 0%            |  | 0%             |  | 0%            
|Risk free rate                                                  | 6.51% - 8.50% |  | 0.43% - 2.82% |  | 0.67% - 1.70%  |  | 0.24% - 1.46% 
|Range of fair value of the granted options at the grant date(3) | INR 179 – 380 |  | $15.66        |  | $6.9 – 8.44    |  | $2.7 - 13.10  



|(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)



In June 2015, 300,000 ‘A’ ordinary shares
awards were granted to the Group CFO with a fair market value of $21.34 per share. Subject to continued employment, these awards
with nominal value exercise price vests annually in three tranches beginning June 9, 2016. As at March 31, 2017, these
shares are yet to be issued.



On June 9, 2015, the Board of Directors approved
a grant of 580,000 ‘A’ ordinary shares to certain executive directors with a fair market value of $21.34 per share.
Subject to continued employment, these awards with Nil exercise price, vest over a period of three years. In August 2016, 360,000
shares of 580,000 share awards were issued of which 180,000 shares were issued with restriction. Further, in October 2016, 60,000
shares out of the remaining 220,000 share awards were issued.



In June 2016, the Board of Directors approved 620,000
‘A’ ordinary share awards to certain executive directors with a fair value of $14.68 per share. Subject to continued
employment these awards with Nil exercise price, vest over a period of three years.



On September 18, 2013, 1,676,645 ‘A’ ordinary
shares were issued to CEO and Managing Director at $4.02 per share based on the closing market price on such date. In September
2016 all restrictions were lifted.



On February 17, 2017, the Board of Directors approved,
50,000 ‘A’ ordinary share awards to an employee with a fair market value of $12.5 per share. Subject to continued
employment, these awards wth Nil exercise price, vest over a period of three years.



500,000 'A' ordinary share options were granted
to a non-executive director with a fair market value of $8.44 per option. Subject to continued employment, these options with $18.00
exercise price, vest annually in five equal tranches beginning June 9, 2016 which lapsed on non-reappointment of the non-executive
director on December 1, 2016.





None of the above grants have been forfeited during
the period. The charge for these grants have been accrued under ‘Management scheme’ (Staff share grant).



Subsequently, in May 2017, the Company entered into an employment exit
agreement with an employee pursuant to which the Board approved a grant of 90,000 A ordinary share awards with Nil exercise
price and a fair market value of $10 per share. These shares were issued on July 28, 2017.



89






JOINT STOCK OWNERSHIP PLAN RESERVE (JSOP Reserve)





|                             |  | (in thousands) |        
|---------------------------- |  | -------------- | -------
|Balance at April 1, 2015     |  | $              | (24,474
|Issue out of treasury shares |  |                | 7,307  
|Balance at April 1, 2016     |  | $              | (17,167
|Issue out of treasury shares |  |                | 1,182  
|Balance at March 31, 2017    |  | $              | (15,985



The JSOP reserve represents the cost of shares issued by Eros International Plc and held by the JSOP Trust
to satisfy the requirements of the JSOP Plan (Refer Note 28).  On June 5, 2014, the Board approved discretionary vesting of
20% of the applicable JSOP shares. In the current year 92,530 (2016: 573,262) ‘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, 2017 was 1,253,657 ‘A’ ordinary shares (2016: 1,346,198 Ordinary ‘A’ shares).



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 A, whose term will expire at the annual general meeting to be held in fiscal year 2018;
| | - | ---------------------------------------------------------------------------------------------

| | · | Class B, whose term will expire at the annual general meeting to be held in fiscal year 2019;
and
| | - | -------------------------------------------------------------------------------------------------

| | · | Class C, whose term will expire at the annual general meeting to be held in fiscal year 2020.
| | - | ---------------------------------------------------------------------------------------------



Our directors for fiscal year 2017 are classified as
follows:

| | · | Class I:
                                         Kishore Lulla, Naresh Chandra (expired on July 9, 2017) and David Maisel;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | · | Class II:
                                         Jyoti Deshpande, Vijay Ahuja and Rajeev Misra (resigned in November 2016); and
| | - | ---------------------------------------------------------------------------------------------------------------------------------

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



Following the sudden death of Mr. Naresh Chandra, his office as a Director
stands ceased with effect from July 09, 2017. Mr Shailendra Swarup was appointed as a Director with effect from 25 July 2017.



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.



90






Service Contracts and Letters of Appointment



Kishore Lulla has entered into a service agreement
with Eros Network Limited to provide services to us and our subsidiaries. The service agreements is terminable by either party
with 12 months’ written notice. Eros Network Limited 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 (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 executive receive a basic gross annual salary, reviewed annually, and is
entitled to participate in any current share option schemes and bonus schemes applicable to their positions maintained by the employing
company. The 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.



On February 17, 2016, with effect from April 1, 2016,
Kishore Lulla’s employment contract was transferred to Eros Digital FZ LLC at a gross annual salary of $1,133,000, which
is recharged to group company and all other employments contracts were terminated. All other conditions of the employment
contracts remain the same.



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
“A” 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 from July 16, 2013.



Ms. Deshpande also owns 142,790 shares of Eros India
that came from previously vested options that she exercised.



On February 17, 2016, with effect from April 1, 2016,
it was agreed in a letter agreement between Eros International Plc, Eros Digital FZ LLC and Ms. Deshpande that she would receive
a gross annual salary of $700,000 from Eros International Plc and $100,000 from Eros Digital FZ LLC. Ms. Deshpande’s service
agreement with Eros International Limited would stand terminated as of April 1, 2016 and her ongoing agreement with Eros International
Media Limited remains unchanged.



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 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.



91






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. On February 17, 2016 with effect
from April 1, 2016, an amended and restated service agreement was executed with Ms Rishika Lulla Singh by Eros Digital FZ LLC which
entitles her to a gross annual salary of $320,000.



Our non-executive Director, Mr. Dilip Thakkar, has
entered into letter of appointment with us that provide him with annual fees of $95,000 per annum. Mr. Shailendra Swarup has been
appointed as non-executive Director with effect from July 25, 2017 and annual fees for his service has director for Eros International
Plc is $53,000 (equivalent to GBP 40,000). The appointments are for an initial period of one year, and there after terminable by
either the non-executive director or by 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 28,
2016 that Dilip Thakkar and Naresh Chandra both be entitled to annual fees of $95,000 with retrospective effect from fiscal year
2017.



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. 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 Mark Carbeck, our Chief Corporate and Strategy Officer
and Mr. Pranab Kapadia, our President of Europe and Africa Operations, have both entered into service agreements with Eros International
Limited to provide services to us and certain of our subsidiaries. The service agreements are 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. Carbeck and Mr Kapadia receive a basic gross annual salary and are entitled to participate in any current bonus scheme applicable
to their positions. The agreement contains a confidentiality provision and non-competition and non-solicitation provisions that
restrict the executive 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 website at www.erosplc.com. Information contained on 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 Mr.
Thakkar (Chair) and Mr. Swarup. The Audit Committee met seven times during fiscal year 2017. Our board of directors has
determined that each of the members of our Audit Committee are independent.



92






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 Mr. Shailendra Swarup (Chair) and Mr. Thakkar. The Remuneration Committee met four times during fiscal year 2017. Our
board of directors has determined that each of the members of our Remuneration Committee is independent.



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
Mr. Shailendra Swarup (Chair) and Mr. Thakkar. The Nomination Committee is an ad hoc committee and met four during fiscal
year 2017. Our board of directors has determined that each of the members of our Nomination Committee is independent.



D. Employees



As of March 31, 2017, we had 448 employees, with
404 employees based in India, and the remainder employed by our international subsidiaries. All are full time employees or
contractors. 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, 2017 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, 2017 are based on an aggregate of 60,699,209 ordinary shares outstanding
as at that date.



93






|                                               |  | Number of A Ordinary Shares Beneficially Owned |  | Number of B Ordinary Shares Beneficially Owned
|---------------------------------------------- |  | ---------------------------------------------- |  | ----------------------------------------------
|Directors                                      |  | Number of Shares of A                          |  | Percent of Class                              
|Kishore Lulla(1)                               |  | 9,683,454                                      |  | 20.7%                                         
|Jyoti Deshpande(2)                             |  | 2,112,333                                      |  | 4.5%                                          
|Vijay Ahuja(3)                                 |  | 3,100,000                                      |  | 6.6%                                          
|Sunil Lulla                                    |  | *                                              |  | *                                             
|Dilip Thakkar                                  |  | *                                              |  | *                                             
|Naresh Chandra(4)                              |  | *                                              |  | *                                             
|David Maisel                                   |  | —                                              |  | —                                             
|Rishika Lulla Singh                            |  | *                                              |  | *                                             
|                                               |  |                                                |  |                                               
|Senior Management                              |  |                                                |  |                                               
|Prem Paramsewaran                              |  | —                                              |  | —                                             
|Mark Carbeck                                   |  | *                                              |  | *                                             
|Pranab Kapadia                                 |  | *                                              |  | *                                             
|Surender Sadhwani                              |  | *                                              |  | *                                             
|All directors and senior management as a group |  | 16,436,940                                     |  | 35.1%                                         



|*   | 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. Ms Deshpande received 90,000, 160,000 and 160,000 A ordinary shares, respectively, in each of
2014, 2015 and 2016 as part of executive director share awards.
|(3) | Vijay Ahuja’s interests in shares are by virtue of being potential beneficiaries of discretionary trusts that hold our shares. Ganesh Holdings Limited is a wholly owned subsidiary of Ganesh Trust of which Vijay Ahuja and his family are beneficiaries.                                                                                                                                                          
|(4) | Due to the sudden
    death of Mr. Naresh Chandra, he was no longer a Director as of July 09, 2017.                                                                                                                                                                                                                                                                                                                 



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’ ordinaryShares Options |         | Date ofGrant |  | ExercisePrice($USD) |             | ExpirationDate
|------------------- |  | ----------------------------------- | ------- | ------------ |  | ------------------- | ----------- | --------------
|Rishika Lulla Singh |  |                                     | 242,034 |              |  |                     | August 2014 |               
|Pranab Kapadia      |  |                                     | 132,013 |              |  |                     | April 2012  |               
|Surender Sadhwani   |  |                                     | 130,000 |              |  |                     | August 2015 |               



94






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



|Name              |  | Number of‘A’ ordinaryShares Options |         | Date ofGrant |  | ExercisePrice($USD) |                | ExpirationDate
|----------------- |  | ----------------------------------- | ------- | ------------ |  | ------------------- | -------------- | --------------
|Prem Parameswaran |  |                                     | 300,000 |              |  |                     | June 2015      |               
|Surender Sadhwani |  |                                     | 674,045 |              |  |                     | September 2014 |               
|David Maisel      |  |                                     | 500,000 |              |  |                     | February 2015  |               
|Mark Carbeck      |  |                                     | 70,000  |              |  |                     | February 2015  |               



|(1) |  | In addition Jyoti Deshpande also has 571,160 share options
    in Eros International Media Limited by virtue of the IPO India Plan. The options had a three year vesting period commencing
    July 16, 2013, with an exercise price of $1.14.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2017 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, 2017.



The number of shares and percentage beneficial ownership
of ordinary shares below is based on 46,819,827 issued A ordinary shares and 13,879,382 issued B ordinary shares as of June 30,
2017.



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)                   |  |                                               | 9,683,454 |                                              
|Beech Investments(3)               |  |                                               | 210,505   |                                              
|Vijay Ahuja(2)                     |  |                                               | 3,100,000 |                                              
|Ganesh Holdings Ltd(4)             |  |                                               | 3,100,000 |                                              
|Capital Research Global Investors  |  |                                               | 5,330,740 |                                              
|Paradice Investment Management LLC |  |                                               | 4,577,734 |                                              
|Temasek Holdings Pte               |  |                                               | 4,025,030 |                                              
|Eros Ventures Limited(5)           |  |                                               | 3,500,000 |                                              
|Jyoti Deshpande                    |  |                                               | 2,112,333 |                                              
|Jupiter Asset Management LTD       |  |                                               | 2,086,936 |                                              
|New Jersey Division of Investment  |  |                                               | 1,969,990 |                                              



|(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. Ganesh Holdings Limited is a wholly owned subsidiary of Ganesh Trust of which Vijay Ahuja and his family are beneficiaries.                                                                                                                                                                                                                                                                                                                                                        
|(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 director Kishore Lulla as a beneficiary. 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).
|(4) | Ganesh Holdings Limited is a wholly owned subsidiary of Ganesh Trust of which Vijay Ahuja and his family are beneficiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(5) | Eros Ventures
    Limited, c/o SG Kleinwort Hambros Trust Company Limited, Hambro House, St. Julians Avenue, St. Peter Port, Guernsey, GY1 3ED.
    Eros Ventures Limited, a company incorporated in the British Virgin Islands, is owned by discretionary trusts that include
    Mr. Kishore Lulla as beneficiary.                                                                                                                                                                                                                                                                                              



95






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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| | · | Kishore Lulla’s interest in certain of his shares is by virtue of his 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. Since fiscal year end 2016, Mr. Lulla’s aggregate ownership of our A ordinary
shares, through both direct and indirect ownership, has increased by 7,608,383 shares. The increase in Mr. Lulla’s ownership
was driven by a combination of shares received through executive compensation schemes and conversion of certain amounts of B ordinary
shares into A ordinary 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 of our shares which she was issued on September 18, 2013 under her employment
agreement. Ms Deshpande received a further 181,818 A ordinary shares as part of a contractual arrangement and sold 300,000 shares
in July 2014 as part of our follow-on equity offering. Ms Deshpande received 90,000, 160,000 and 160,000 A ordinary shares, respectively, in each of 2014,
2015 and 2016 as part of executive director share awards.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Capital Research Global Investors reported its percentage ownership of our ordinary shares to be
15.0% (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 December 30, 2016.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Paradice Investment Management LLC reported its percentage ownership of our ordinary shares to
be 11.8% (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 May 31, 2017.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Temasek Holdings (Private) Limited reported its percentage ownership of our ordinary shares to
be 11.3% (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 January 24, 2017.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Jupiter Asset Management Ltd reported its percentage ownership of our ordinary shares to be 5.9%
(based on the then number of our ordinary shares reported as outstanding at that time) in a Schedule 13G/A filed with Commission
on December 31, 2016.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | New Jersey Division of Investment reported its percentage ownership of our ordinary shares to be
5.6% (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 December 31, 2016.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Kishore Lulla, Vijay Ahuja 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, 2017, approximately 38,869,316 of our
A ordinary shares, representing 94.1% of our outstanding A ordinary shares as of March 31, 2017, were held by a total of 6 record
holders with addresses in the United States. Computershare, N.A., the depositary, has advised us that, as of March 31, 2017, approximately
92.6% of our total outstanding ordinary shares in the form of 38,247,845 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, 2014 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.

96






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, is 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. Ms Ridhima Lulla, is the daughter of Mr. Kishore Lulla and an employee of our subsidiary. Mrs.
Krishika Lulla is the wife of Mr Sunil Lulla and an employee of Eros India.



Leases



Pursuant to a lease agreement that expired
on March 31, 2017, the lease requires Eros International Media Limited to pay $5,000 each month under this lease. 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. The lease was renewed on April 1, 2017 for a further period of one year on the
same terms.



Pursuant to a lease agreement that expired on September
30, 2015, the lease requires Eros International Media Limited to pay $5,000 each month under this lease. Eros International Media
Limited leases for use as executive accommodations the property Aumkar Bungalow, Gandhi Gram Road, Juhu, Mumbai, from Sunil Lulla.
The lease was renewed on October 1, 2015 for a further period of three years on the same terms.



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 $60,000 each month
under this lease.



Pursuant to a lease agreement that expires on April
1, 2020, the real estate property at 550 County Avenue, Secaucus, New Jersey, from 550 County Avenue Property Corp, a Delaware
corporation owned by Beech Investments. The lease commenced on April 1, 2015, 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. This is a non-cancellable lease



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 $130,000 each quarter.



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 of $ 260,000, $300,000 and $325,000
in the respective years ended March 31, 2017, 2016 and 2015, 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 Lulla family refers to Mr. Arjan Lulla, Mr. Kishore Lulla, Mr. Sunil
Lulla, Mrs. Manjula Lulla, Mrs. Krishika Lulla, Mrs. Rishika Lulla Singh, and Ms. Riddhima Lulla.



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, 2017, NextGen Films Pvt. Ltd. sold film rights $616,000 (2016: $2,728,000 2015: $23,550,000) to the Group, and purchased
film rights, including production services, of $Nil (2016: Nil and 2015: $275,000). The Group advanced $22,881,000
(2016: $5,400,000 2015: $29,438,000) to NextGen Films Pvt. Ltd. for film co-production and received refund of $5,075,000
(2016: $6,945,000, 2015: Nil) on abandonment of certain film projects.



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, 2017, Everest Entertainment Pvt. Ltd. sold film rights of $Nil (2016: Nil: $408,000) to the
Group.



97






Mrs. Manjula Lulla, the wife of Kishore Lulla, is an employee of Eros International Plc. and is entitled to
a salary of $130,000 per annum (2016: $154,000 and 2015: $167,000). Mrs. Krishika Lulla, the wife of Sunil
Lulla, is an employee of Eros India and is entitled to a salary of $133,000 per annum (2016: $138,000, 2015: $116,000).
Ms. Riddhima Lulla, the daughter of Kishore Lulla, is an employee of Eros Digital FZ LLC and is entitled to a salary of $51,000
per annum (2016: $38,000, 2015: $10,000).



All of the amounts outstanding are unsecured and will
be settled in cash.



As at March 31, 2017, the Group has provided performance
guarantee to a bank amounting to $19,500,000 (2016: $32,500,000) in connection with funding commitments. under film co-production
agreements with NextGen Films Pvt. Ltd and having varying maturity dates up to the next 12 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.



In fiscal year 2017, the Group obtained unsecured
short-term borrowings of $6417 from Eros Television India Pvt. Ltd. at 12% per anum.



Relationship Agreement



Both we and our subsidiaries, including Eros India,
acquire rights in movies. The 2009 Relationship Agreement was renewed with the execution of the 2016 Relationship Agreement between
Eros India, Eros Worldwide and us (“Relationship Agreement”). The Relationship Agreement, exclusively
assigns to Eros Worldwide,certain intellectual property rights and all distribution rights for films, excluding certain
Tamil films (and other than global digital distribution rights, which are retained by Eros Worldwide), in all territories other
than India, Nepal, and Bhutan, that are held by between Eros India and certain of its subsidiaries (the “Eros India Group”).
In return, Eros Worldwide provides a lump sum minimum guaranteed fee to the Eros India Group in a fixed payment equal to 40% 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 20% thereon as markup. We refer to these payments collectively as the Minimum
Guaranteed Fee. Eros Worldwide is also required to reimburse the Eros India Group pre-approved distribution expenses in connection
with such film, plus an amount equal to 20% thereon as markup (“distribution expenses”). In addition, 15% of the gross
proceeds received by the Eros International Group from monetization 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 a 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 and 100% of the distribution expenses incurred by the Eros International
Group and the distribution expenses for which Eros Worldwide has provided reimbursement to the Eros India Group.



The initial term of the 2016 Relationship Agreement expires in April 2021. Upon expiration, the agreement
provides that it will be automatically renewed for successive two year terms unless terminated by any party by 180 days written
notice on or before commencement of any renewal term.



Eros Foundation



Prior to our listing on the NYSE in November 2013,
we issued the equivalent of 282,949 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. The Lulla Foundation sold 45,000 A ordinary shares between May 20, 2014 and March 7, 2017 and now currently
has 252,949 A ordinary shares.



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.



98






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, 2017; 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
|2016                |  | $                       | 37.60
|2017                |  | $                       | 19.23
|Fiscal Quarter:     |  |                         |      
|First quarter 2017  |  | $                       | 16.27
|Second quarter 2017 |  | $                       | 19.23
|Third quarter  2017 |  | $                       | 18.75
|Fourth quarter 2017 |  | $                       | 13.10
|Month:              |  |                         |      
|April 2016          |  | $                       | 13.38
|May 2016            |  | $                       | 15.30
|June 2016           |  | $                       | 16.27
|July 2016           |  | $                       | 18.68
|August 2016         |  | $                       | 19.23
|September 2016      |  | $                       | 16.95
|October 2016        |  | $                       | 17.75
|November 2016       |  | $                       | 18.75
|December 2016       |  | $                       | 15.60
|January 2017        |  | $                       | 12.75
|February 2017       |  | $                       | 13.10
|March 2017          |  | $                       | 12.00
|April 2017          |  | $                       | 10.15
|May 2017            |  | $                       | 11.85



|                     |  | Price per share on AIM
|-------------------- |  | ----------------------
|                     |  | High                  
|Fiscal year:         |  |                       
|2011                 |  | $                     
|2012                 |  | $                     
|2013                 |  | $                     
|Fiscal Quarter:      |  |                       
|First quarter 2013   |  | $                     
|Second quarter  2013 |  | $                     
|Third quarter  2013  |  | $                     
|Fourth quarter  2013 |  | $                     
|First quarter 2014   |  | $                     
|Second quarter 2014  |  | $                     
|Month:               |  |                       
|October 2013         |  | $                     
|November 2013        |  | $                     



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





99




B. Plan of Distribution



Not applicable.



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 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 IM1 5PD; our principal executive office in the U.S. is at 550 County Avenue, Secaucus,
New Jersey 07094.



At March 31, 2017, Eros International plc has authorized
share capital of 63,953,951 A ordinary shares at a par value of GBP 0.30 per share, of which 41,312,202 is issued share capital,
and authorized share capital of 19,379,382 B ordinary shares at a par value of GBP 0.30 per share, of which 19,379,382 is entirely
issued and outstanding.



Our activities are regulated by our Memorandum and
Articles of Association. We adopted revised Articles of Association by special resolution of our shareholders passed on April 24,
2012. The material provisions of our revised 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 memorandum of association nor 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 so to do, 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.





100




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.



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.





101




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.



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.





102




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.



Based on the fact that we are considered for tax purposes
as a company domiciled abroad, any dividend income in respect of 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 at least 50% of the value of
all assets owned by the company or entity, and (ii) exceeds the amount of 100 million rupees. However, the impact of the above
indirect transfer provisions would need to be separately evaluated under the tax treaty scenario.



Further, dividend payments to us by our Indian subsidiaries
are subject to withholding of dividend distribution tax in India, at an effective rate of 20.3%, including applicable cess and
surcharge.



An equalization levy or EL in respect of e-commerce
transactions has been introduced in India with effect from June 1, 2016. EL is to be deducted in respect of payments towards “specified
services” (in excess of Indian Rupees 100,000). A “Specified service” means online advertisement, any
provision for digital advertising space or any other facility or service for the purpose of online advertisement and includes
any other service as may be notified. Deduction of EL at the rate of six per cent (on a gross basis) is the responsibility of
Indian residents / non-residents having a permanent establishment or PE in India on payments to non-residents (not having a PE
in India). Consequently, if a non-resident (not having a PE in India) earns income towards a “specified service” which
is chargeable to EL, then the same would be exempt in the hands of non-resident company.



The concept of Place of Effective Management or POEM
is introduced for the purpose of determining the tax residence of overseas companies in India. The POEM is defined to mean a place
where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole are in
substance made. This could have significant impact on the foreign companies holding board meeting(s) in India, having key managerial
personnel located in India, having regional headquarters located in India, etc. In the event the POEM of a foreign company is considered
to be situated in India and consequently, it becomes tax resident in India, its global income would be taxable in India (even if
it is not earned in India).



Over the years, Indian Government has come up with
various initiatives to accelerate economic growth, boost Indian markets and achieve transparency in the tax structures. GST is
one such initiative which is expected to bring in all of these benefits and much more. It is estimated that GST will positively
impact economic growth.



The Government of India has with effect from
1 July 2017 introduced a comprehensive national Goods and Services Tax (“GST”) regime that subsumes all existing indirect
taxes such as Excise Duty, Service Tax, Countervailing Duty (CVD), Value Added Tax (VAT), Entertainment Tax at State level, Entry
Tax etc. and only one tax i.e. GST is to be levied and collected on value additions at each stage of supply of goods and services
at national level. GST is introduced in view of amendment made to the Constitution of India, by Constitution (101 One Hundred
and First Amendment) Act 2016, which grants enabling powers to central and state government to make laws relating to GST. However,
it is pertinent to note that under GST, the basic duty of customs and custom cesses would continue to be levied.





103




With the adoption of Indian Accounting Standards (Ind
AS), India now has two financial reporting frameworks (i.e. Ind AS and Indian GAAP) that will co-exist and be applicable to mutually
exclusive set of companies. The existence of two financial reporting frameworks has also necessitated a response from the tax
authorities to ensure that there is horizontal equity from a taxation point of view, for companies, irrespective of the financial
reporting framework they follow. To meet this objective, the Government of India has issued revised Income Computation and Disclosure
Standards (“ICDS”) that will be applied in computing taxable income and payment of income taxes thereon, applicable
with effect from the assessment period for the Fiscal Year 2017. ICDS shall apply to all taxpayers following an accrual system
of accounting for the purpose of computation of income under the heads of “profits and gains of business or profession”
and “income from other sources”. The provisions of ICDS will have to be incorporated while computing the tax liability
of the Company.



ICDS did not cover the issue relating to computation
of Minimum Alternate Tax (MAT), which is based on book profits, for companies transitioning to Ind AS. In response to this need,
the Finance Act, 2017 amended the provisions of the Income Tax Act, 1961, in order to provide a mechanism for computation of book
profits for Ind AS compliant companies for the purpose of levy of MAT.



The General Anti Avoidance Rules (“GAAR”)
will have come into effect from financial year 2017-18. The tax consequences of the GAAR provisions being applied to an arrangement
could result in denial of tax benefit under the domestic tax laws and under a tax treaty, amongst other consequences. In the absence
of any precedents on the subject, the application of these provisions is uncertain.



The Organization of Economic Co-operation and Development
(OECD) released the final package of all Action Plans of the Base Erosion and Profit Shifting (BEPS) project in October 2015.
India is a member of G20 and active participant in the BEPS project. The BEPS project lead to a series of measures being developed
across several actions such as the digital economy, treaty abuse, design of Controlled Foreign Company Rules, intangibles, country-by-country
reporting, preventing artificial avoidance of PE status, improving dispute resolution etc. Several of these measures required
implementation through changes in domestic law. As regards those measures which required implementation through changes to bilateral
treaties, it was felt that a Multilateral Convention (MLI) that modified the existing bilateral treaty network would be preferable
as it would ensure speed and consistency in implementation. Accordingly, MLI was introduced to incorporate treaty related measures
identified as part of the final BEPS measures in relation to:





| | − | Neutralising the effects of hybrid mismatch arrangements;
| | - | ---------------------------------------------------------

| | − | Preventing the granting of treaty benefits in inappropriate circumstances;
| | - | --------------------------------------------------------------------------

| | − | Preventing the artificial avoidance of Permanent Establishment status;
| | - | ----------------------------------------------------------------------

| | − | Making dispute resolution mechanisms more effective.
| | - | ----------------------------------------------------



India has signed the MLI to implement
tax treaty related measures to prevent BEPS, on 7 June 2017.  The MLI will operate to modify the existing tax treaties entered
into between various countries.



Additionally, in relation to transfer pricing, pursuant
to the Finance Act, 2016, a three tiered transfer pricing documentation structure was introduced in India, consisting of a master
file, a local file and a country-by-country report. Such a structure is in line with the recommendations contained in the action
plan on the Base Erosion and Profit Shifting or BEPS project issued by the Organization of Economic Cooperation and Development
or OECD in October 2015.



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 $495) per year.





104




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 $1,300,000) is approximately £8,000 (US $10,400).



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 A ordinary 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 A ordinary shares.



Except where noted, this summary applies only to a
U.S. Holder that holds A ordinary 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 A ordinary 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 A ordinary 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.



If a partnership (or other entity
treated as a partnership for United States federal income tax purposes) holds our A ordinary 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 A ordinary shares or a partner of a partnership holding our A ordinary
shares, you should consult your tax advisors as to the particular United States federal income tax consequences of
acquiring, holding and disposing of the A ordinary 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
estate and gift taxes or 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 discussion under “—Passive Foreign
Investment Company” below, the gross amount of distributions on the A ordinary 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 A ordinary 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.





105




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, although there can be no assurance that our A ordinary
shares will continue to be readily tradable on an established securities market in later years. However, even if the A ordinary
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 passive foreign investment company, or PFIC, for the taxable year in which we pay a dividend or
were a passive foreign investment company, or 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) (B) 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 A ordinary shares if you:

| | · | have held A ordinary 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 2017 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.



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, 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.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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.





106




If we are a PFIC for any taxable year
during which you hold our A ordinary 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 A ordinary
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 A ordinary shares (before the current taxable year) and gain realized on
disposition of the A ordinary 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 an “excess distribution,” (including a disposition) cannot be offset by any net
operating losses for such years, and gains (but not losses) realized on the sale of the A ordinary shares cannot
be treated as capital and will be subject to the “excess distribution” regime described above, even if you hold
the A ordinary shares as capital assets.



In addition, as explained above under “—Taxation
of Distributions,” 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.



If we are a PFIC for any taxable year during which
you own our A ordinary shares, we will generally continue to be treated as a PFIC with respect to you for all succeeding years
during which you own our A ordinary shares, even if we cease to meet the threshold requirements for PFIC status.



You will be required to file Internal Revenue Service
Form 8621(a) annually if the aggregate value of all your directly owned PFIC shares on the last day of the taxable year is more
than $25,000 ($50,000 on a joint return) or if you are deemed to own indirectly more than $5,000 in value of any PFIC shares owned
by us; (b) you receive distributions on the A ordinary shares or realize any gain on the disposition of the A ordinary shares
or (c) if you have made a mark-to market election (as described below). Other reporting requirements may apply. You are urged
to consult your tax advisors regarding Form 8621 and other information reporting requirements if we are considered a PFIC in any
taxable year.



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, although
no assurance can be given that a mark-to-market election will be available to U.S. Holders.



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 A ordinary 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.





107




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 correct 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 us or our withholding agent such certification on a properly completed 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. Significant penalties can
apply if you are required to file this form and you fail to do so. You are urged to consult your tax advisors regarding this and
other information reporting requirements relating to your ownership of the A ordinary shares.



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 A ordinary shares. Special rules apply
to stock in a PFIC. 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.



F. Dividends and Paying Agents



Not applicable.



G. Statement by Experts



Not applicable.





108




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 credit risk, interest
rate risk, foreign currency risk and equity risk:



Credit Risk



Our credit risk is principally attributable to its
trade receivables, advances, financial guarantees and cash balances. As a number of our 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 statements 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 in certain cases 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. Further, in many of the catalogues sales, the trading partners have extended payment terms of up to
a year and often fall behind contractual payment terms. With respect to catalogue customers with a long trading history with the
Group and who have contracted and paid significant amounts in the past without any prior history of bad debt, the Group closely
monitors the same and secures post-dated bank instruments where possible and revised payment plans to assure collections. In case
of new customer onboarding, the Group follows certain standard Know Your Client (KYC) procedure to ascertain financial stability
of the counter party and follows internal policies to not make ongoing sales to such new customers who are not reasonably current
with their payments.



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, 2017, 25.1% (2016: 54.2%) of trade account receivables
were represented by the top five debtors. The maximum exposure to credit risk is that shown within the statements of financial
position. The maximum credit exposure on financial guarantees given by the Group for various financial facilities is described
in Note 32.



As at March 31, 2017, the Group did not hold any material
collateral or other credit enhancements to cover its credit risks associated with its financial assets.



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.





109




We entered into an interest rate swap contract in fiscal
year 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.



A uniform decrease of 10% in exchange rates against all foreign currencies in position as of March 31, 2017
would have decreased our net income by approximately $3.8 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, 2016 as a result of an increase in the percentage of liabilities denominated in foreign currency over the comparative period.
As of March 31, 2017, 57.5% 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 may be subject to significant fluctuations in fair market
value due to volatility in the industries in which they operate. As at March 31, 2017, the aggregate value of all such equity
investments was $29.6 million. For further discussion of our investments see Note 17 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.



110




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 Group Chief Executive Officer and Group 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, 2017, our disclosure controls and procedures were effective
and provide a reasonable level of assurance.



Management’s Report on Internal Control over
Financial Reporting



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, 2017, 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,
2017, 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.



111






Changes in Internal Control over Financial Reporting



During the period covered by this report, 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.



ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT



Our Audit Committee members are Mr. Dilip Thakkar
(Chairman) and Mr. Shailendra Swarup. Both Mr. Thakkar and Swarup 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 on 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, 2017, 2016 and 2015. 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, 2017,
2016 and 2015.



|           |  | Fiscal |        
|---------- |  | ------ | -------
|           |  | 2017   |        
|Audit fees |  | $      | 933,000
|Tax fees   |  |        | 45,000 



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.



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.



112






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 year 2017.



ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANT



Not applicable.



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
|----------------- |  | -------------- |  | --------------------- |  | -------------------
|Shailendra Swarup |  | Member         |  | Chairman              |  | Chairman           
|Dilip Thakkar     |  | Chairman       |  | Member                |  | Member             





Both Mr. Shailendra Swarup and Mr. Thakkar
satisfies the “independence” requirements of the NYSE listing standards and the “independence” requirements
of Rule 10A-3 of the Exchange Act.



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.



113






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, 2017 and 2016                      
|  |                                                                                                  
|· | Consolidated Statements of Income for the years ended March 31, 2017, 2016 and 2015              
|  |                                                                                                  
|· | Consolidated Statements of Comprehensive Income for the years ended March 31, 2017, 2016 and 2015
|  |                                                                                                  
|· | Consolidated Statements of Changes in Equity for the years ended March 31, 2017, 2016 and 2015   
|  |                                                                                                  
|· | Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2016 and 2015          
|  |                                                                                                  
|· | Notes to Consolidated Financial Statements                                                       



114






ITEM 19. EXHIBITS



The following exhibits are filed as part of this annual report:



|ExhibitNumber | Title                                                                                                                                                                                                                                                       |  |    
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|1.1           | Memorandum of Association                                                                                                                                                                                                                                   |  | (c)
|1.2           | Articles of Association                                                                                                                                                                                                                                     |  | (c)
|2.1           | Form of A Share Certificate                                                                                                                                                                                                                                 |  | (d)
|4.1           | Relationship Agreement, dated as of December 16, 2009, between Eros International Media Limited, the Company and Eros Worldwide FZ-LLC                                                                                                                      |  | (b)
|4.2           | Shareholders’ Agreement, dated as of January 13,2007, between Eros Multimedia Private Limited and The Group and Big Screen Entertainment Private Limited                                                                                                    |  | (b)
|4.3           | Shareholders’ Agreement for Ayngaran International Limited, dated as of July 11,2007                                                                                                                                                                        |  | (b)
|4.4           | Employment Agreement of Sunil Lulla as Executive Vice Chairman of Eros International Medial Limited, dated September 29, 2009                                                                                                                               |  | (b)
|4.5           | Service Agreement of Prem Parameswaran as Chief Financial Officer and President of North America and Group Chief Financial Officer, dated May 26, 2015                                                                                                      |  | (f)
|4.6           | Service Agreement of Kishore Lulla, dated February 17, 2016                                                                                                                                                                                                 |  | (g)
|4.7           | Service Agreement of Vijay Ahuja as Vice Chairman and President (International) dated June 27, 2006                                                                                                                                                         |  | (b)
|4.8           | Rules of the Eros International Plc Bonus Share Plan Unapproved Option Scheme 2006, dated May 17, 2006                                                                                                                                                      |  | (b)
|4.9           | Credit Facility, dated January 5, 2012, 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 |  | (b)
|4.10          | Increase Confirmation, dated January 12, 2012, from UBS AG, Singapore Branch, to Lloyds TSB Bank Plc as Facility Agent and Eros International Plc                                                                                                           |  | (b)
|4.11          | IPO Plan Form of Option Agreement                                                                                                                                                                                                                           |  | (d)
|4.12          | Eros International Media Pvt. Ltd. ESOP 2009                                                                                                                                                                                                                |  | (c)
|4.13          | Form of Joint Share Ownership Deed Measured By Total Share Return                                                                                                                                                                                           |  | (c)
|4.14          | Form of Joint Share Ownership Deed Measured By Super Total Share Return                                                                                                                                                                                     |  | (c)
|4.15          | Form of Joint Share Ownership Deed Measured By Earnings Per Share                                                                                                                                                                                           |  | (c)
|4.16          | Employee Benefit Trust Deed                                                                                                                                                                                                                                 |  | (c)
|4.17          | Form of Option Agreement for Option Awards Approved April 17, 2012                                                                                                                                                                                          |  | (d)
|4.18          | Service Agreement of Jyoti Deshpande as Group Chief Executive Officer and Managing Director of Eros International Plc, date September 5, 2013                                                                                                               |  | (e)
|4.19          | Letter agreement for Employment between Eros International PLC, Eros Digital FZ LLC and Jyoti Deshpande dated February 17, 2016.                                                                                                                            |  | (g)
|4.20          | Employment Agreement of Jyoti Deshpande as Executive Director of Eros International Media Limited, dated August 29, 2013                                                                                                                                    |  | (d)
|4.21          | Service Agreement of Vijay Ahuja as Executive Director of Eros International Pte Ltd, dated April 1, 2013                                                                                                                                                   |  | (d)
|4.22          | Service Agreement of Pranab Kapadia as President – Europe & Africa of Eros International Ltd., dated December 1, 2007                                                                                                                                       |  | (d)
|4.23          | Amended and Restated Service Agreement of Rishika Lulla Singh as Chief Executive Officer – Eros Digital FZ LLC, dated February 17, 2016                                                                                                                     |  | (g)
|4.24          | Service Agreement of Mark Carbeck as Chief Corporate and Strategy Officer, dated  April 3, 2014                                                                                                                                                             |  | (g)

115






|ExhibitNumber | Title                                                                                                                                                                    |  |    
|------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---
|4.25          | Service Agreement of David Maisel as Non-Executive Director, dated February 13, 2015                                                                                     |  | (f)
|4.26          | Service Agreement of Rajeev Misra as Non-Executive Director, dated June 17, 2015                                                                                         |  | (f)
|4.27          | Form of 2014 Option Agreement for Option Awards                                                                                                                          |  | (f)
|4.28          | Form of 2015 Option Agreement for Option Awards                                                                                                                          |  | (f)
|4.29          | Trust Deed constituting the £50 million 6.50% Bonds due 2021, dated October 15, 2014                                                                                     |  | (f)
|4.30          | 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 |  | (f)
|4.31          | Form of Increase Confirmation, dated July 31, 2013, from HSBC Bank Plc to Lloyds TSB Bank Plc as Facility agent and Eros International Plc                               |  | (d)
|4.32          | Relationship Agreement
    dated as of September 20, 2016 between Eros International Media Limited and Eros Worldwide FZ LLC                                             |  | (a)
|8.1           | Subsidiaries of Eros International Plc                                                                                                                                   |  | (a)
|12.1          | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                        |  | (a)
|12.2          | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                        |  | (a)
|13.1          | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350                                                                                          |  | (a)
|13.2          | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350                                                                                          |  | (a)
|15.2          | Consent to Use of Federation of Indian Chambers of Commerce and Industry – KPMG Indian Media and Entertainment Industry Reports                                          |  | (a)

___________________

|(a) | Filed herewith                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Previously filed on March 30, 2012 as an exhibit to the Company’s Registration Statement on Form F-1 (File No. 333-180469) and incorporated herein by reference.                     
|(c) | Previously filed on April 24, 2012 as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form F-1 (File No. 333-180469) and incorporated herein by reference.  
|(d) | Previously filed on October 29, 2013 as an exhibit to Amendment No. 5 to the Company’s Registration Statement on Form F-1 (File No. 333-180469) and incorporated herein by reference.
|(e) | Previously filed on November 5, 2013 as an exhibit to Amendment No. 6 to the Company’s Registration Statement on Form F-1 (File No. 333-180469) and incorporated herein by reference.
|(f) | Previously filed on July 8, 2015 as an exhibit to the Company’s Annual Report on Form 20-F and incorporated herein by reference.                                                     
|(g) | Previously filed on July 27, 2016 as an exhibit to the Company’s Annual
    Report on Form 20-F and incorporated herein by reference.                                                



116






SIGNATURES



The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.





|Date: July 31, 2017 | EROS INTERNATIONAL PLC
|------------------- | ----------------------
|                    |                       
|                    | By:                   
|                    | Name:                 
|                    | Title:                







117






EROS INTERNATIONAL PLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





|Report of Independent Registered Public Accounting Firm Grant Thornton India LLP                  | F-2 
|------------------------------------------------------------------------------------------------- | ----
|Consolidated Statements of Financial Position as of March 31, 2017 and 2016                       | F-3 
|Consolidated Statements of Income for the years ended March 31, 2017, 2016 and 2015               | F-4 
|Consolidated Statements of Comprehensive Income for the years ended March 31, 2017, 2016 and 2015 | F-5 
|Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2016 and 2015           | F-6 
|Consolidated Statements of Changes in Equity for the years ended March 31, 2017, 2016 and 2015    | 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 its subsidiaries (the “Company”) as of March 31, 2017
and 2016, 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, 2017. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated 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 also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period
ended March 31, 2017, in conformity with International Financial Reporting Standards, as issued by the International Accounting
Standards Board.



/s/ Grant Thornton India LLP



Mumbai, India

July 31, 2017



F-2




EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT MARCH 31, 2017 AND 2016

|                                                                |  |      |  | As at March 31 |          
|--------------------------------------------------------------- |  | ---- |  | -------------- | ---------
|                                                                |  | Note |  | 2017           |          
|                                                                |  |      |  |                |          
|                                                                |  |      |  | (in thousands) |          
|ASSETS                                                          |  |      |  |                |          
|Non-current assets                                              |  |      |  |                |          
|Property, plant and equipment                                   |  | 13   |  | $              | 10,354   
|Goodwill                                                        |  | 14   |  |                | 4,992    
|Intangible assets — trade name                                  |  | 14   |  |                | 14,000   
|Intangible assets — content                                     |  | 15   |  |                | 904,628  
|Intangible assets — others                                      |  | 16   |  |                | 4,360    
|Available-for-sale financial assets                             |  | 17   |  |                | 29,613   
|Trade and other receivables                                     |  | 19   |  |                | 11,443   
|Income tax receivable                                           |  |      |  |                | 1,051    
|Restricted deposits                                             |  |      |  |                | 335      
|Deferred income tax assets                                      |  | 11   |  |                | 112      
|Total non-current assets                                        |  |      |  | $              | 980,888  
|                                                                |  |      |  |                |          
|Current assets                                                  |  |      |  |                |          
|Inventories                                                     |  | 18   |  | $              | 214      
|Trade and other receivables                                     |  | 19   |  |                | 242,762  
|Current income tax receivable                                   |  |      |  |                | 253      
|Cash and cash equivalents                                       |  | 21   |  |                | 112,267  
|Restricted deposits                                             |  |      |  |                | 6,981    
|Total current assets                                            |  |      |  |                | 362,477  
|                                                                |  |      |  |                |          
|Total assets                                                    |  |      |  | $              | 1,343,365
|                                                                |  |      |  |                |          
|LIABILITIES                                                     |  |      |  |                |          
|Current liabilities                                             |  |      |  |                |          
|Trade and other payables                                        |  | 20   |  | $              | 120,082  
|Acceptances                                                     |  | 24   |  |                | 8,935    
|Short-term borrowings                                           |  | 23   |  |                | 180,029  
|Current income tax payable                                      |  |      |  |                | 7,055    
|Total current liabilities                                       |  |      |  | $              | 316,101  
|                                                                |  |      |  |                |          
|Non-current liabilities                                         |  |      |  |                |          
|Long-term borrowings                                            |  | 23   |  | $              | 89,841   
|Other long - term liabilities                                   |  | 25   |  |                | 5,349    
|Derivative financial instruments                                |  | 26   |  |                | 12,553   
|Deferred income tax liabilities                                 |  | 11   |  |                | 35,973   
|Total non-current liabilities                                   |  |      |  | $              | 143,716  
|                                                                |  |      |  |                |          
|Total liabilities                                               |  |      |  | $              | 459,817  
|                                                                |  |      |  |                |          
|EQUITY                                                          |  |      |  |                |          
|Share capital                                                   |  | 27   |  | $              | 31,877   
|Share premium                                                   |  |      |  |                | 399,686  
|Reserves                                                        |  |      |  |                | 436,997  
|Other components of equity                                      |  | 30   |  |                | (48,118  
|JSOP reserve                                                    |  | 29   |  |                | (15,985  
|Equity attributable to equity holders of Eros International Plc |  |      |  | $              | 804,457  
|                                                                |  |      |  |                |          
|Non-controlling interest                                        |  |      |  |                | 79,091   
|Total equity                                                    |  |      |  | $              | 883,548  
|Total liabilities and shareholder’s equity                      |  |      |  | $              | 1,343,365

*On completion of purchase price allocation, the carrying
amounts of intangible assets- others, related deferred tax liabilities and goodwill are recasted to reflect fair value adjustments
relating to acquisition of a subsidiary. Refer Note 4 Acquisition.



The accompanying notes form an integral part of these
consolidated financial statements.

F-3






EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED MARCH 31, 2017, 2016 AND
2015





|                                         |  |      |  | Year ended March 31                      |         
|---------------------------------------- |  | ---- |  | ---------------------------------------- | --------
|                                         |  | Note |  | 2017                                     |         
|                                         |  |      |  | (in thousands, except per share amounts) |         
|Revenue                                  |  | 5    |  | $                                        | 252,994 
|Cost of sales                            |  | 6    |  |                                          | (164,240
|Gross profit                             |  |      |  |                                          | 88,754  
|Administrative costs                     |  | 6    |  |                                          | (63,309 
|Operating profit                         |  |      |  |                                          | 25,445  
|Finance costs                            |  | 8    |  |                                          | (19,521 
|Finance income                           |  | 8    |  |                                          | 2,365   
|Net finance costs                        |  | 8    |  |                                          | (17,156 
|Other gains/(losses)                     |  | 9    |  |                                          | 14,205  
|Profit before tax                        |  |      |  |                                          | 22,494  
|Income tax expense                       |  | 10   |  |                                          | (11,039 
|Profit for the year                      |  |      |  | $                                        | 11,455  
|Attributable to:                         |  |      |  |                                          |         
|Equity holders of Eros International Plc |  |      |  | $                                        | 3,805   
|Non-controlling interest                 |  |      |  |                                          | 7,650   
|                                         |  |      |  | $                                        | 11,455  
|Earnings per share (cents)               |  |      |  |                                          |         
|Basic earnings per share                 |  | 12   |  |                                          | 6.4     
|Diluted earnings per share               |  | 12   |  |                                          | 5.1     



The accompanying notes form an integral part of these
consolidated financial statements.



F-4






EROS INTERNATIONAL PLCCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED MARCH 31, 2017, 2016 AND
2015



|                                                                         |  | Year ended March 31                      |       
|------------------------------------------------------------------------ |  | ---------------------------------------- | ------
|                                                                         |  | 2017                                     |       
|                                                                         |  | (in thousands, except per share amounts) |       
|Profit for the year                                                      |  | $                                        | 11,455
|Other comprehensive income:                                              |  |                                          |       
|Items that will not be subsequently reclassified to profit or loss       |  |                                          |       
|Revaluation of property plant and equipment (net of tax)                 |  |                                          | —     
|                                                                         |  |                                          |       
|Items that will be subsequently reclassified to profit or loss           |  |                                          |       
|Exchange differences on translating foreign operations                   |  |                                          | 6,591 
|Reclassification of cash flow hedge to consolidated statements of income |  |                                          | 804   
|Unrealized gain on available-for-sale financial assets                   |  |                                          | —     
|Impairment loss on available-for-sale financial assets                   |  |                                          | (384  
|Total other comprehensive income/(loss)
    for the year                 |  | $                                        | 7,011 
|Total comprehensive income for the year, net of tax                      |  | $                                        | 18,466
|                                                                         |  |                                          |       
|Attributable to                                                          |  |                                          |       
|Equity holders of Eros International Plc                                 |  |                                          | 8,997 
|Non-controlling interest                                                 |  |                                          | 9,469 



The accompanying notes form an integral part of these
consolidated financial statements.



F-5






EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2017, 2016 AND
2015



|                                                                                              |  |      |  | Year ended March 31 |         
|--------------------------------------------------------------------------------------------- |  | ---- |  | ------------------- | --------
|                                                                                              |  | Note |  | 2017                |         
|                                                                                              |  |      |  | (in thousands)      |         
|Cash flow from operating activities                                                           |  |      |  |                     |         
|Profit before tax                                                                             |  |      |  | $                   | 22,494  
|Adjustments for:                                                                              |  |      |  |                     |         
|Depreciation                                                                                  |  | 13   |  |                     | 1,082   
|Share based payments                                                                          |  | 28   |  |                     | 23,471  
|Amortization of intangible film and content rights                                            |  | 15   |  |                     | 135,316 
|Amortization of other intangible assets                                                       |  | 16   |  |                     | 1,816   
|Other non-cash items                                                                          |  | 31   |  |                     | (10,616 
|Net finance costs                                                                             |  | 8    |  |                     | 17,156  
|Gain on sale of available-for-sale financial assets                                           |  |      |  |                     | (58     
|Movement in trade and other receivables                                                       |  |      |  |                     | (72,247 
|Movement in inventories                                                                       |  |      |  |                     | (412    
|Movement in trade and other payables                                                          |  |      |  |                     | 4,172   
|Loss/(gain) on sale of property, plant and equipment                                          |  |      |  |                     | 22      
|Cash generated from operations                                                                |  |      |  |                     | 122,196 
|Interest paid                                                                                 |  |      |  |                     | (18,390 
|Income taxes paid                                                                             |  |      |  |                     | (4,813  
|Net cash generated from operating activities                                                  |  |      |  | $                   | 98,993  
|                                                                                              |  |      |  |                     |         
|Cash flows from investing activities                                                          |  |      |  |                     |         
|Advance given to an undertaking                                                               |  | 4    |  | $                   | —       
|Purchase of available for sale investment                                                     |  |      |  |                     | —       
|Proceeds from sale of available-for-sale investment                                           |  |      |  |                     | 288     
|Purchase of property, plant and equipment                                                     |  |      |  |                     | (678    
|Proceeds from disposal of property, plant and equipment                                       |  |      |  |                     | 2       
|Proceeds from/(investment in) restricted deposits held with banks                             |  |      |  |                     | (4,018  
|Acquisition of cash and cash equivalent in subsidiary                                         |  |      |  |                     | —       
|Purchase of intangible film rights and content rights                                         |  |      |  |                     | (173,481
|Purchase of other intangible assets                                                           |  |      |  |                     | —       
|Interest received                                                                             |  |      |  |                     | 2,696   
|Net cash used in investing activities                                                         |  |      |  | $                   | (175,191
|                                                                                              |  |      |  |                     |         
|Cash flows from financing activities                                                          |  |      |  |                     |         
|Proceeds from issue of share capital, net of transaction costs                                |  |      |  | $                   | 30,466  
|Proceeds from issue of shares by subsidiary                                                   |  |      |  |                     | 40      
|Proceeds from issue out of treasury shares                                                    |  |      |  |                     | 938     
|(Repayment of)/ proceeds from/ short term debt with maturity less than three months (net)     |  |      |  |                     | (39,493 
|Proceeds from short term debt                                                                 |  |      |  |                     | 76,310  
|Repayment of short term debt                                                                  |  |      |  |                     | (66,404 
|Proceeds from long term debt, net of transaction
    costs of $384 (2016: $139, 2015: $1,909) |  |      |  |                     | 16,522  
|Repayment of long term debt                                                                   |  |      |  |                     | (12,450 
|Net cash generated from financing activities                                                  |  |      |  | $                   | 5,929   
|                                                                                              |  |      |  |                     |         
|Net (decrease)/increase in cash and cash equivalents                                          |  |      |  |                     | (70,269 
|                                                                                              |  |      |  |                     |         
|Effects of exchange rate changes on cash and cash equivalents                                 |  |      |  |                     | (238    
|Cash and cash equivalents at beginning of year                                                |  |      |  |                     | 182,774 
|Cash and cash equivalents at the end of year                                                  |  |      |  | $                   | 112,267 

During the year ended March 31, 2016, the Company's subsidiary, Eros
International Media Limited, issued 900,970 equity shares as consideration for the acquisition of Universal Power Systems Private
Limited (“Techzone”).

The cash outflow towards intangible film rights
and content right includes, interest paid and capitalized $7,176 (2016: $9,204 and 2015: $10,890).

The accompanying notes form an integral part of
these consolidated financial statements.

F-6






EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR
THE YEAR ENDED MARCH 31, 2017



|                                                                                       |                |        |                     |   | Other components of equity |   | Reserves                              |         |                    |   |                |   |                           |       |               |  
|-------------------------------------------------------------------------------------- | -------------- | ------ | ------------------- | - | -------------------------- | - | ------------------------------------- | ------- | ------------------ | - | -------------- | - | ------------------------- | ----- | ------------- | -
|                                                                                       | Sharecapital   |        | Sharepremiumaccount |   | Currencytranslationreserve |   | Availablefor sale
fair value reserves |         | Revaluationreserve |   | Hedgingreserve |   | Reverseacquisitionreserve |       | Mergerreserve |  
|                                                                                       | (in thousands) |       
|Balance as at April 1,
    2016                                                        | $              | 30,793 |                     | $ | 356,865                    |   | $                                     | (60,609 | )                  | $ | 6,622          |   | $                         | 1,856 |               | $
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Profit for the year                                                                    |                | —      |                     |   | —                          |   |                                       | —       |                    |   | —              |   |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Other comprehensive income/(loss) for the year                                         |                | —      |                     |   | —                          |   |                                       | 4,799   |                    |   | (384           | ) |                           | (27   | )             |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Total comprehensive income/(loss) for the year                                         |                | —      |                     |   | —                          |   |                                       | 4,799   |                    |   | (384           | ) |                           | (27   | )             |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Issue of shares, net of transaction costs of Nil (Refer Note 27)                       |                | 808    |                     |   | 29,712                     |   |                                       | —       |                    |   | —              |   |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Share based compensation (Refer Note 28)                                               |                | —      |                     |   | —                          |   |                                       | —       |                    |   | —              |   |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Shares issued on exercise of employee stock options and awards (Refer Note 27)         |                | 276    |                     |   | 13,273                     |   |                                       | —       |                    |   | —              |   |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Issue out of treasury shares (Refer Note 29)                                           |                | —      |                     |   | (164                       | ) |                                       | —       |                    |   | —              |   |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Changes in ownership interests in subsidiaries that do not result in a loss of control |                | —      |                     |   | —                          |   |                                       | —       |                    |   | —              |   |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                       |         |                    |   |                |   |                           |       |               |  
|Balance as at March 31, 2017                                                           | $              | 31,877 |                     | $ | 399,686                    |   | $                                     | (55,810 | )                  | $ | 6,238          |   | $                         | 1,829 |               | $



The accompanying notes form an integral part of these
consolidated financial statements.



F-7




EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR
THE YEAR ENDED MARCH 31, 2016





|                                                                                       |                |        |                     |   | Other components of equity |  | Reserves                              |          |                    |   |                |  |                           |       |               |  
|-------------------------------------------------------------------------------------- | -------------- | ------ | ------------------- | - | -------------------------- |  | ------------------------------------- | -------- | ------------------ | - | -------------- |  | ------------------------- | ----- | ------------- | -
|                                                                                       | Sharecapital   |        | Sharepremiumaccount |   | Currencytranslationreserve |  | Availablefor sale
fair value reserves |          | Revaluationreserve |   | Hedgingreserve |  | Reverseacquisitionreserve |       | Mergerreserve |  
|                                                                                       | (in thousands) |       
|Balance as at April 1, 2015                                                            | $              | 30,622 |                     | $ | 345,385                    |  | $                                     | (50,048  | )                  | $ | 6,622          |  | $                         | 1,528 |               | $
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Profit for the year                                                                    |                | —      |                     |   | —                          |  |                                       | —        |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Other comprehensive income/(loss) for the year                                         |                | —      |                     |   | —                          |  |                                       | (10,561) |                    |   | —              |  |                           | 328   |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Total comprehensive income/(loss) for the year                                         |                | —      |                     |   | —                          |  |                                       | (10,561) |                    |   | —              |  |                           | 328   |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Issue of shares, net of transaction costs of Nil (Refer Note 27)                       |                | 153    |                     |   | 5,302                      |  |                                       | —        |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Share based compensation (Refer Note 28)                                               |                | 18     |                     |   | 7,191                      |  |                                       | —        |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Issue out of treasury shares (Refer Note 29)                                           |                | —      |                     |   | (1,013)                    |  |                                       | —        |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Changes in ownership interests in subsidiaries that do not result in a loss of control |                | —      |                     |   | —                          |  |                                       | —        |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |  |                                       |          |                    |   |                |  |                           |       |               |  
|Balance as at
    March 31, 2016                                                       | $              | 30,793 |                     | $ | 356,865                    |  | $                                     | (60,609) |                    | $ | 6,622          |  | $                         | 1,856 |               | $



The accompanying notes form an integral part of these
consolidated financial statements.



F-8






EROS INTERNATIONAL PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR
THE YEAR ENDED MARCH 31, 2015



|                                                                                       |                |        |                     |   | Other components of equity |   | Reserves                               |         |                    |   |                |  |                           |       |               |  
|-------------------------------------------------------------------------------------- | -------------- | ------ | ------------------- | - | -------------------------- | - | -------------------------------------- | ------- | ------------------ | - | -------------- |  | ------------------------- | ----- | ------------- | -
|                                                                                       | Sharecapital   |        | Sharepremiumaccount |   | Currencytranslationreserve |   | Availablefor sale 
fair value reserves |         | Revaluationreserve |   | Hedgingreserve |  | Reverseacquisitionreserve |       | Mergerreserve |  
|                                                                                       | (in thousands) |       
|Balance as at 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 $61 (Refer Note 27)                       |                | 4,026  |                     |   | 106,001                    |   |                                        | —       |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                        |         |                    |   |                |  |                           |       |               |  
|Issue out of treasury shares                                                           |                | —      |                     |   | (143                       | ) |                                        | —       |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                        |         |                    |   |                |  |                           |       |               |  
|Share based compensation (Refer Note 28)                                               |                | 274    |                     |   | 16,194                     |   |                                        | —       |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                        |         |                    |   |                |  |                           |       |               |  
|Changes in ownership interests in subsidiaries that do not result in a loss of control |                | —      |                     |   | —                          |   |                                        | —       |                    |   | —              |  |                           | —     |               |  
|                                                                                       |                |        |                     |   |                            |   |                                        |         |                    |   |                |  |                           |       |               |  
|Balance as at March 31, 2015                                                           | $              | 30,622 |                     | $ | 345,385                    |   | $                                      | (50,048 | )                  | $ | 6,622          |  | $                         | 1,528 |               | $







The accompanying notes form an integral part of these
consolidated financial statements.



F-9




EROS INTERNATIONAL PLCNOTES 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.



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 (IASB). The financial statements have been prepared on accrual basis and under the historical cost convention
on a going concern basis, with the exception of revaluation of certain properties, plants and equipments certain financial instruments
and assets acquired and liabilities assumed in a business combination that have been measured at fair value as required by relevant
IFRSs.



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 financial statements of Eros and each of it’s subsidiaries
are measured using the currency of the primary economic environment in which these entities operate (i.e. the functional currency).
The consolidated financial statements are presented in US Dollars (USD) which is the presentation currency of the Company and has
been rounded off to the nearest thousands.



The consolidated financial statements for the
year ended March 31, 2017 were approved by the Eros Board of Directors and authorized for issue on July 31, 2017.



|2 | GOING CONCERN
|- | -------------



The Group meets its day to day working capital requirements
and funds its investment in content primarily 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, 2017 and 2016 are shown in Note 32.



The borrowings (as set out in Note 23) 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 consolidated 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 38.

F-10




EROS INTERNATIONAL PLCNOTES 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. Transaction costs that the company incurs in connection with a business combination
such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.
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 consolidated statements of income.
| | - | ---------------------------------------------------------------------



|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 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.



F-11




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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. In arrangements for
                                         catalogue sales the Company recognizes revenue if above recognition criteria is met such
                                         as a valid sales contract exists, all films are delivered, the Company is reasonably
                                         certain on collectability, and the Company’s contractual obligations are complete,
                                         even if the arrangement provides for a deferred payment term up to a year.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Digital and
                                         ancillary — Digital and ancillary media revenues are recognized at the earlier
                                         of when the content is accessed or declared.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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. 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 in certain cases, 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 statement of income.



|3.6. | Intangible assets
|---- | -----------------



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 consolidated statement of income 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 38.3.



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 below intangible assets ranges from 3-6 years. The amortization charge is recognized
in the consolidated statements of income within administrative expenses as stated below:



|                              |  | Life of asset | Rate ofamortization% straight lineper annum | 
|----------------------------- |  | ------------- | ------------------------------------------- | 
|Information technology assets |  | 3 years       | 33                                          | 
|Other intangibles             |  | 3 - 6 years   | 17 - 33                                     | 



F-12




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.



Information technologyassets



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.
| | - | ----------------------------------------------



When these criterias 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 and 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.



F-13




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Depreciation is provided to write - off the cost of
all property, plant and equipment to their residual value as stated below:



|                                   |  | Life of Asset |  | Rate ofdepreciation% straight lineper annum | 
|---------------------------------- |  | ------------- |  | ------------------------------------------- | 
|Freehold building                  |  | 10 years      |  | 2-10                                        | 
|Furniture & fittings and equipment |  | 5 years       |  | 15-20                                       | 
|Vehicles and Plant & Machinery     |  | 3-5 years     |  | 20-30                                       | 



Material residual value estimates are updated as required,
but at least annually, whether or not the asset is revalued.



Advance paid towards the acquisition or improvement
of property and equipment not ready for use before the reporting date are disclosed as capital work - in - progress.



|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. Costs 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.



|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 consolidated statement of income 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 reporting 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) and business
combination 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 consolidated statements of income. 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.



F-14




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 consolidated statements of income through “other
(gains)/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.



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 consolidate statement of income.



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
consolidated statements of income 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 consolidate statement of income. Impairment
losses recognized in the consolidate statement of income on equity instruments are not reversed through the consolidated statements
of income. Impairment losses recognized previously on debt securities are reversed through the consolidated statement of income
when the increase can be related objectively to an event occurring after the impairment loss was recognized in the consolidate
statement of income.



F-15




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 reporting 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 from held for trading financial liabilities are recognized in consolidated
statements of income. 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.



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 consolidated statement of income 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 consolidated statements of income 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.



F-16




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 consolidated
statements of income, 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 consolidated statements of income in the periods when the hedged item is
recognized in consolidated statements of income, in the same line of the consolidated statement of income 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 consolidated statements of income.
When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in
consolidated statements of income.



|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 consolidated statements of income on a straight line basis over the period of the lease.



|3.19. | Taxation
|----- | --------



Taxation on profit and loss comprises current income
tax and deferred income tax. Tax is recognized in the consolidated statement of income 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.



Current income tax is provided at amounts expected
to be paid (or recovered) using the tax rates and laws that have been enacted at the reporting 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 income 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 income tax assets and deferred income
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.



F-17




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|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 reporting 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 consolidated statement of income as part of the gain or loss on disposal.



|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. | Earnings Per Share
| | ----- | ------------------



Basic earnings per share is computed using the weighted
average number of ordinary shares outstanding during the period. Diluted earnings per share is computed by considering the impact
of the potential issuance of ordinary shares, using the treasury stock method, on the weighted average number of shares outstanding
during the period except where the results would be anti-dilutive.

F-18




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|3.24. | 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. | ACQUISITION
|-- | -----------



On August 1, 2015, Eros’ subsidiary Eros International
Media Limited (“EIML”) acquired 100% of the shares and voting interests in Universal Power Systems Private Limited
(“Techzone”). In accordance with the terms of the agreement between the parties, EIML issued 900,970 equity shares
to the shareholders of Techzone at an acquisition date fair value of INR 586 ($9.16) per share, calculated on the basis of traded
share price of EIML on the date of acquisition.



F-19




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



During the year ended March 31, 2017, the Company concluded
the fair value adjustments of the assets acquired and liabilities assumed on acquisition of Techzone. Corresponding changes to
the comparatives for the year ended March 31, 2016 have been summarized as under



|                                  |  | Provisional amount recorded as of March 31, 2016 |        |   | Adjustment based on final valuation report |   |        | As at August 1, 2015 (Re-casted) | 
|--------------------------------- |  | ------------------------------------------------ | ------ | - | ------------------------------------------ | - | ------ | -------------------------------- | 
|                                  |  | (in thousands)                                   |       
|Current assets                    |  |                                                  |        |   |                                            |   |        |                                  | 
|Cash                              |  | $                                                | 263    |   |                                            | $ | —      |                                  | 
|Trade and other receivables       |  |                                                  | 4,866  |   |                                            |   | —      |                                  | 
|Non-current assets                |  |                                                  |        |   |                                            |   |        |                                  | 
|Goodwill                          |  |                                                  | —      |   |                                            |   | 3,329  |                                  | 
|Intangible assets – Others        |  |                                                  | —      |   |                                            |   | 3,704  |                                  | 
|Property, plant and equipment     |  |                                                  | 584    |   |                                            |   | —      |                                  | 
|Purchase price pending allocation |  |                                                  | 5,751  |   |                                            |   | (5,751 | )                                | 
|Deferred income tax assets        |  |                                                  | 134    |   |                                            |   | —      |                                  | 
|Other non-current assets          |  |                                                  | 2,585  |   |                                            |   | —      |                                  | 
|Current liabilities               |  |                                                  |        |   |                                            |   |        |                                  | 
|Trade and other payables          |  |                                                  | (3,338 | ) |                                            |   | —      |                                  | 
|Short-term borrowings             |  |                                                  | (1,490 | ) |                                            |   | —      |                                  | 
|Non-current borrowings            |  |                                                  |        |   |                                            |   |        |                                  | 
|Long-term borrowings              |  |                                                  | (992   | ) |                                            |   | —      |                                  | 
|Other long-term liabilities       |  |                                                  | (112   | ) |                                            |   | —      |                                  | 
|Deferred income tax liabilities   |  |                                                  | —      |   |                                            |   | (1,282 | )                                | 





Goodwill is attributable mainly to expected synergies
and assembled work force arising from the acquisition.



The acquisition of Techzone contributed $4.2
million (2016: $4.3 million) to the Company’s consolidated revenue and a profit of $0.3 million (2016: $(0.2) million to
the Company’s profit for the year ended March 31, 2017 and March 31, 2016. Had the acquisition occurred on 1 April 2015,
consolidated revenue and profit after tax for the year would have been $278.7 million and $13.4 million respectively during the
fiscal 2016.



|5 | 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 |        
|-------------------------------------------------- |  | ------------------- | -------
|                                                   |  | 2017                |        
|                                                   |  | (in thousands)      |        
|Revenue by region of domicile of Group’s operation |  |                     |        
|India                                              |  | $                   | 121,966
|Europe                                             |  |                     | 25,686 
|North America                                      |  |                     | 2,549  
|Rest of the world                                  |  |                     | 102,793
|Total Revenue                                      |  | $                   | 252,994



F-20




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Revenue of $74,006 (2016: $35,869 and 2015: $80,267)
from the United Arab Emirates is included within Rest of the world and revenue of $25,686 (2016: $34,209 and 2015: $29,528) from
the United Kingdom is included under Europe in the above table.



|                                                     |  | Year ended March 31 |        
|---------------------------------------------------- |  | ------------------- | -------
|                                                     |  | 2017                |        
|                                                     |  | (in thousands)      |        
|Revenue by region of domicile of customer’s location |  |                     |        
|India                                                |  | $                   | 129,251
|Europe                                               |  |                     | 7,695  
|North America                                        |  |                     | 10,132 
|Rest of the world                                    |  |                     | 105,916
|Total Revenue                                        |  | $                   | 252,994



Revenue of $62,966 (2016: $61,546 and 2015: $103,786)
from the United Arab Emirates is included within Rest of the world and revenue of $5,791 (2016: $22,755 and 2015: $26,426) from
United Kingdom is included under Europe in the above table.



For the year ended March 31, 2017, March 31, 2016
and March 31, 2015, no customers accounted for more than 10% of the Group’s total revenues. In each year no revenue
arose in the Isle of Man.





Segment assets by region of domicile of Group’s
operation:



|                     |  | Total |         |  | India          |   |         | North America |  |   | Europe |  |  | Rest of the World |       
|-------------------- |  | ----- | ------- |  | -------------- | - | ------- | ------------- |  | - | ------ |  |  | ----------------- | ------
|                     |  |       |         |  | (in thousands) |  
|Non-current assets*  |  |       |         |  |                |   |         |               |  |   |        |  |  |                   |       
|As of March 31, 2017 |  | $     | 938,669 |  |                | $ | 386,921 |               |  | $ | 13     |  |  | $                 | 24,620
|As of March 31, 2016 |  | $     | 830,677 |  |                | $ | 350,078 |               |  | $ | 22     |  |  | $                 | 30,694



Segment assets of $514,089 (2016: $371,955)
in the United Arab Emirates is included under Rest of the world and segment assets of $ 24,620 (2016: $30,694) 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.



*Non-current assets include Property, plant and equipment, Intangibles assets
(tradename, content and others) and goodwill by geographic area.



|6 | NATURE OF EXPENSES
|- | ------------------



Profit for the year is arrived at after the following are charged to the
consolidate statements of income:



|                                                           |  | Year ended March 31 |        
|---------------------------------------------------------- |  | ------------------- | -------
|                                                           |  | 2017                |        
|                                                           |  | (in thousands)      |        
|Publicity and advertisement costs                          |  | $                   | 17,152 
|Film distribution costs                                    |  |                     | 11,772 
|Amortisation expenses                                      |  |                     | 135,316
|Personnel costs                                            |  |                     | 42,902 
|Rent expenses                                              |  |                     | 1,559  
|Legal and professional expenses                            |  |                     | 4,697  
|Provision for trade and other receivables                  |  |                     | 2,430  
|Depreciation and amortization of other intangibles         |  |                     | 2,898  
|Impairment loss on content advances and loans and advances |  |                     | 1,887  
|Other  expenses                                            |  |                     | 6,936  
|                                                           |  | $                   | 227,549



F-21




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|7 | PERSONNEL COSTS
|- | ---------------



|                                             |  | Year ended March 31 |       
|-------------------------------------------- |  | ------------------- | ------
|                                             |  | 2017                |       
|                                             |  | (in thousands)      |       
|Salaries                                     |  | $                   | 18,590
|Social security and other employment charges |  |                     | 792   
|Salaries and other charges                   |  |                     | 19,382
|Share based compensation                     |  |                     | 23,471
|Pension charges                              |  |                     | 49    
|                                             |  | $                   | 42,902



|                            |  | Year ended March 31 |       
|--------------------------- |  | ------------------- | ------
|Key Management Compensation |  | 2017                |       
|                            |  | (in thousands)      |       
|Salaries                    |  | $                   | 5,062 
|Share based compensation    |  |                     | 15,946
|Pension charges             |  |                     | 38    
|                            |  | $                   | 21,046



|8 | NET FINANCE COSTS
|- | -----------------



|                                                                                                     |  | Year ended March 31 |       
|---------------------------------------------------------------------------------------------------- |  | ------------------- | ------
|                                                                                                     |  | 2017                |       
|                                                                                                     |  | (in thousands)      |       
|Interest on borrowings                                                                               |  | $                   | 25,828
|Reclassification of cash flow hedge to consolidated statements of income                             |  |                     | 804   
|Total interest expense for financial liabilities not classified at fair value through profit or loss |  |                     | 26,632
|Capitalized interest on eligible film
    rights and content advances                                |  |                     | (7,111
|Total finance costs                                                                                  |  |                     | 19,521
|Less: Interest income                                                                                |  |                     |       
|Bank deposits                                                                                        |  |                     | (2,365
|Total finance income                                                                                 |  |                     | (2,365
|                                                                                                     |  |                     |       
|                                                                                                     |  | $                   | 17,156



For the year ended March 31, 2017, the capitalization rate of interest
was 7.6% (2016: 6.9% and 2015: 5.9%).



|9 | OTHER (GAINS)/ LOSSES
|- | ---------------------



|                                                                |  | Year ended March 31 |        
|--------------------------------------------------------------- |  | ------------------- | -------
|                                                                |  | 2017                |        
|                                                                |  | (in thousands)      |        
|Losses/(gains)
    on disposal of property, plant and equipment |  | $                   | 22     
|Net foreign exchange (gains)/losses                             |  |                     | (3,872 
|Net (gain)/loss on held for trading financial liabilities       |  |                     | (10,297
|Transaction costs relating to equity transactions               |  |                     | —      
|Gain on available-for-sale financial assets                     |  |                     | (58    
|Impairment loss on available-for-sale financial assets          |  |                     | —      
|                                                                |  | $                   | (14,205



The net (gain)/loss on held for trading financial liabilities in the years ended March 31, 2017,
2016 and 2015 principally relate to derivative instruments not designated in a hedging relationship.



During the year ended March 31, 2015, the Company
incurred $6,118 towards the issue of ‘A’ ordinary shares in a follow-on offering on the NYSE and sale of certain existing
shares. 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.  Transaction costs of Nil (2016:
Nil, 2015: 61) attributed towards sale/listing of existing shares are recorded in profit or loss and as a result, Nil (2016:
Nil, 2015: 6,057) was recorded in equity.

F-22




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|10 | INCOME TAX EXPENSE
|-- | ------------------



|                           |  | Year ended March 31 |       
|-------------------------- |  | ------------------- | ------
|                           |  | 2017                |       
|                           |  | (in thousands)      |       
|Current income tax expense |  | $                   | 10,521
|Deferred income tax charge |  |                     | 518   
|Income tax
    expenses    |  | $                   | 11,039



Reconciliation of tax charge



|                                                                  |  | Year ended March 31 |       
|----------------------------------------------------------------- |  | ------------------- | ------
|                                                                  |  | 2017                |       
|                                                                  |  | (in thousands)      |       
|Profit before tax                                                 |  | $                   | 22,494
|Income tax expense at tax rates applicable to individual entities |  |                     | 10,003
|Tax effect of:                                                    |  |                     |       
|Adjustments in respect of current income tax of previous years    |  |                     | 375   
|Changes in tax rates on temporary differences brought forward     |  |                     | —     
|Items not deductible for income tax                               |  |                     | 815   
|Others                                                            |  |                     | (154  
|Income tax expense                                                |  | $                   | 11,039



|11 | DEFERRED INCOME TAX ASSETS AND LIABILITIES
|-- | ------------------------------------------



Changes in deferred income tax assets and liabilities



|                                     |  | Year ended March 31, 2017 |        
|------------------------------------ |  | ------------------------- | -------
|                                     |  | Opening Balance           |        
|                                     |  | (in thousands)            |        
|Deferred tax assets:                 |  |                           |        
|Minimum alternate tax carry-forward  |  | $                         | 14,170 
|Property, plant and equipment        |  |                           | 57     
|Others                               |  |                           | 834    
|Total income deferred tax asset      |  | $                         | 15,061 
|Deferred income tax liabilities      |  |                           |        
|Property, plant and equipment        |  |                           | (1,247 
|Intangible assets                    |  |                           | (45,714
|Others                               |  |                           | (14    
|Total deferred income tax liability  |  | $                         | (46,975
|                                     |  |                           |        
|Net deferred tax (liability) / asset |  | $                         | (31,914
|As at March 31, 2017                 |  |                           |        
|Deferred income tax asset            |  |                           |        
|Deferred income tax liability        |  |                           |        



F-23




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                            |  | Year ended March 31, 2016 (recasted) |        
|------------------------------------------- |  | ------------------------------------ | -------
|                                            |  | Opening Balance                      |        
|                                            |  | (in thousands)                       |        
|Deferred income tax assets:                 |  |                                      |        
|Minimum alternate tax carry-forward         |  | $                                    | 14,246 
|Property, plant and equipment               |  |                                      | 151    
|Others                                      |  |                                      | 768    
|Total deferred income tax asset             |  | $                                    | 15,165 
|Deferred income tax liabilities             |  |                                      |        
|Property, plant and equipment               |  |                                      | (240   
|Intangible assets                           |  |                                      | (41,753
|Others                                      |  |                                      | (107   
|Total deferred income tax liabilities       |  | $                                    | (42,100
|                                            |  |                                      |        
|Net deferred income tax (liability) / asset |  | $                                    | (26,935
|As at March 31, 2016                        |  |                                      |        
|Deferred income tax asset                   |  |                                      |        
|Deferred income tax liability               |  |                                      |        



|                                            |  | Year ended March 31, 2015 |        
|------------------------------------------- |  | ------------------------- | -------
|                                            |  | Opening Balance           |        
|                                            |  | (in thousands)            |        
|Deferred income tax assets:                 |  |                           |        
|Minimum alternate tax carry-forward         |  | $                         | 11,681 
|Property, plant and equipment               |  |                           | 77     
|Others                                      |  |                           | 1,880  
|Total deferred income tax asset             |  | $                         | 13,638 
|Deferred income tax liabilities             |  |                           |        
|Property, plant and equipment               |  | $                         | (311   
|Intangible assets                           |  |                           | (35,457
|Others                                      |  |                           | (53    
|Total deferred income tax liability         |  | $                         | (35,821
|                                            |  |                           |        
|Net deferred income tax (liability) / asset |  | $                         | (22,183
|As at March 31, 2015                        |  |                           |        
|Deferred income tax asset                   |  |                           |        
|Deferred income 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 reasonable certainty of profitability to utilize the available losses and tax credits. Deferred tax liabilities to
the extent of $40,432 (2016: $34,400) 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.



Except for Nil (2016: $1,010, 2015: Nil) relating
to tax on revaluation of freehold building, no amount has been recognized in other comprehensive income. No amounts relating to
tax have been recognized directly in equity.



Domestic tax is Nil as the company is subject to
Income tax in IOM at a rate of zero percent. Foreign taxes are based on applicable tax rates in each subsidiary jurisdiction.

F-24




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|12 | EARNINGS PER SHARE (EPS)
|-- | ------------------------



|                                                                                               |  | 2017                                                           |            |  | 2016    |   |            | 2015  | 
|---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- | ---------- |  | ------- | - | ---------- | ----- | 
|                                                                                               |  | Basic                                                          |            |  | Diluted |   |            | Basic | 
|                                                                                               |  | (in thousands, except number of shares and earnings per share) |           
|Earnings                                                                                       |  |                                                                |            |  |         |   |            |       | 
|Earnings attributable to the equity holders of the parent                                      |  | $                                                              | 3,805      |  |         | $ | 3,805      |       | 
|Potential dilutive effect related to share based compensation scheme in subsidiary undertaking |  |                                                                | —          |  |         |   | (673       | )     | 
|Adjusted earnings attributable to equity holders of the parent                                 |  | $                                                              | 3,805      |  |         | $ | 3,132      |       | 
|Number of shares                                                                               |  |                                                                |            |  |         |   |            |       | 
|Weighted average number of shares                                                              |  |                                                                | 59,410,292 |  |         |   | 59,410,292 |       | 
|Potential dilutive effect related to share based compensation scheme                           |  |                                                                | —          |  |         |   | 1,532,839  |       | 
|Adjusted weighted average number of shares                                                     |  |                                                                | 59,410,292 |  |         |   | 60,943,131 |       | 
|Earnings per share                                                                             |  |                                                                |            |  |         |   |            |       | 
|Earnings attributable to the equity holders of the parent per share (cents)                    |  |                                                                | 6.4        |  |         |   | 5.1        |       | 



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, retrospectively.



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, 2017, 1,370,625 shares were not included in diluted earnings per share (2016: 602,500, 2015: 630,000).



|13 | PROPERTY, PLANT AND EQUIPMENT
|-- | -----------------------------



|                                        |  | Year ended March 31, 2017 |      
|--------------------------------------- |  | ------------------------- | -----
|                                        |  | Land and Building         |      
|                                        |  | (in thousands)            |      
|Opening net carrying amount             |  | $                         | 8,768
|Exchange difference                     |  |                           | 100  
|Revaluation                             |  |                           | —    
|Additions                               |  |                           | 385  
|Others                                  |  |                           | —    
|Disposals                               |  |                           | —    
|Adjustment of depreciation on disposal  |  |                           | —    
|Depreciation charge                     |  |                           | (462 
|Balance as at March 31, 2017            |  | $                         | 8,791
|Capital work-in-progress                |  |                           |      
|Net carrying value as at March 31, 2017 |  |                           |      



|                                        |  | As at March 31, 2017 |       
|--------------------------------------- |  | -------------------- | ------
|                                        |  | (in thousands)       |       
|Cost or valuation                       |  | $                    | 12,274
|Accumulated depreciation                |  |                      | (3,483
|Net carrying amount                     |  | $                    | 8791  
|Capital work-in-progress                |  |                      |       
|Net carrying value as at March 31, 2017 |  |                      |       



F-25




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|                                                |  | Year ended March 31, 2016 |      
|----------------------------------------------- |  | ------------------------- | -----
|                                                |  | Land and Building         |      
|                                                |  | (in thousands)            |      
|Opening net carrying amount                     |  | $                         | 8,292
|Exchange difference                             |  |                           | (518 
|Revaluation                                     |  |                           | 1,410
|Additions on account of acquisition of Techzone |  |                           | —    
|Others                                          |  |                           | —    
|Disposals                                       |  |                           | —    
|Adjustment of depreciation on disposal          |  |                           | —    
|Depreciation charge                             |  |                           | (416 
|Balance as at March 31, 2016                    |  | $                         | 8,768
|Capital work-in-progress                        |  |                           |      
|Net carrying value as at March 31, 2016         |  |                           |      



|                                        |  | As at March 31, 2016 |       
|--------------------------------------- |  | -------------------- | ------
|                                        |  | (in thousands)       |       
|Cost or valuation                       |  | $                    | 11,749
|Accumulated depreciation                |  |                      | (2,981
|Net carrying amount                     |  | $                    | 8,768 
|Capital work-in-progress                |  |                      |       
|Net carrying value as at March 31, 2016 |  |                      |       



Property, Plant and Equipment with a net carrying
amount of $7,849 (2016: $10,118) have been pledged to secure borrowings (Refer Note 23).



Land and buildings were revalued as at March 31,
2016 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, 2017, had land and buildings
of the Group been carried at historical cost less accumulated depreciation, their carrying amount would have been $5,909 (2016:
$5,726)



Capital work-in-progress of $21 (2016: $620) primarily
related to leasehold improvement cost in Company’s leased premises.



|14 | GOODWILL AND TRADE NAME
|-- | -----------------------



|                                                    |  | Goodwill       |       |  | Trade Name |  
|--------------------------------------------------- |  | -------------- | ----- |  | ---------- | -
|                                                    |  | (in thousands) |      
|Balance as at March 31, 2017                        |  | $              | 4,992 |  |            | $
|Balance as at March 31, 2016 (Goodwill is recasted) |  | $              | 5,097 |  |            | $



|Goodwill                                                     |  | Amount in US$ |      
|------------------------------------------------------------ |  | ------------- | -----
|Balance as at March 31, 2015                                 |  | $             | 1,878
|Goodwill arising from acquisition of Techzone (Refer Note 4) |  |               | 3,329
|Foreign currency translation                                 |  |               | (110 
|Balance as at March 31, 2016 (recasted)                      |  |               | 5,097
|Foreign currency translation                                 |  |               | (105 
|Balance as at March 31, 2017                                 |  | $             | 4,992



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.



F-26




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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, 2017, for assessing impairment of goodwill,
value in use is determined using discounted cash flow method. The estimated cash flows for a period of four years were developed
using internal forecasts, extrapolated for the fifth year, and a pre-tax discount rate of 17.2% and terminal growth rate of 4%.



As of March 31, 2017, for assessing the impairment
of the trade name, value in use is determined using the relief from royalty method based on a Royalty rate of 3% on the estimated
total revenue for a period of four years, extrapolated for the fifth year, and, a pre-tax discount rate of 22.5% and terminal growth
rate of 4%.



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.



|15 | INTANGIBLE CONTENT ASSETS
|-- | -------------------------



|                           |  | Gross Content Assets |           |  | Accumulated Amortization |   |          | Content Assets | 
|-------------------------- |  | -------------------- | --------- |  | ------------------------ | - | -------- | -------------- | 
|                           |  | (in thousands)       |          
|As at March 31, 2017       |  |                      |           |  |                          |   |          |                | 
|Film and content rights    |  | $                    | 1,430,523 |  |                          | $ | (796,058 | )              | 
|Content advances           |  |                      | 266,232   |  |                          |   | —        |                | 
|Film productions           |  |                      | 3,931     |  |                          |   | —        |                | 
|Non-current content assets |  | $                    | 1,700,686 |  |                          | $ | (796,058 | )              | 
|                           |  |                      |           |  |                          |   |          |                | 
|As at March 31, 2016       |  |                      |           |  |                          |   |          |                | 
|Film and content rights    |  | $                    | 1,158,737 |  |                          | $ | (652,651 | )              | 
|Content advances           |  |                      | 284,817   |  |                          |   | —        |                | 
|Film productions           |  |                      | 4,236     |  |                          |   | —        |                | 
|Non-current content assets |  | $                    | 1,447,790 |  |                          | $ | (652,651 | )              | 



Changes in the intangible - content assets are as follows:



|                                                    |  | Year ended March 31 |               
|--------------------------------------------------- |  | ------------------- | --------------
|                                                    |  | 2017                |               
|                                                    |  |                     | (in thousands)
|Film productions                                    |  |                     |               
|Opening balance                                     |  | $                   | 4,236         
|Additions                                           |  |                     | 5,498         
|Exchange difference                                 |  |                     | 86            
|Transfer to film and content rights                 |  |                     | (5,889        
|Closing balance                                     |  | $                   | 3,931         
|                                                    |  |                     |               
|Content advances                                    |  |                     |               
|Opening balance                                     |  | $                   | 284,817       
|Additions                                           |  |                     | 236,536       
|Exchange difference                                 |  |                     | 2,279         
|Impairment                                          |  |                     | (1,625        
|Transfer to film and content rights                 |  |                     | (255,775      
|Closing balance                                     |  | $                   | 266,232       
|                                                    |  |                     |               
|Film and content rights                             |  |                     |               
|Opening balance                                     |  | $                   | 506,086       
|Amortization                                        |  |                     | (135,316      
|Exchange difference                                 |  |                     | 2,031         
|Transfer from film productions and content advances |  |                     | 261,664       
|Closing balance                                     |  | $                   | 634,465       



F-27




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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 $321,872 (2016: $207,412) have been pledged against
secured borrowings (Refer Note 23).



|16 | OTHER INTANGIBLE ASSETS
|-- | -----------------------



Other intangibles comprise of software and other intangibles used within the Group’s digital
and home entertainment activities and internal accounting activities.



The changes in other intangible assets are as follows:



|                                                 |  | Year ended March 31, 2017     |       
|------------------------------------------------ |  | ----------------------------- | ------
|                                                 |  | (in thousands)                |       
|                                                 |  | Information technology assets |       
|Opening net carrying amount as on March 31, 2016 |  | $                             | 3,303 
|Exchange difference                              |  |                               | 15    
|Disposals                                        |  |                               | —     
|Amortization charge                              |  |                               | (1,158
|Closing net carrying amount as on March 31, 2017 |  | $                             | 2,160 



|                                         |  | As at March 31, 2017 |       
|---------------------------------------- |  | -------------------- | ------
|                                         |  | (in thousands)       |       
|Cost or valuation as on March 31, 2017   |  | $                    | 4,850 
|Accumulated amortization                 |  |                      | (2,690
|Net carrying amount as on March 31, 2017 |  | $                    | 2,160 





|                                                               |  | Year ended March 31, 2016 (recasted) |      
|-------------------------------------------------------------- |  | ------------------------------------ | -----
|                                                               |  | (in thousands)                       |      
|                                                               |  | Information technology assets        |      
|Opening net carrying amount as on March 31, 2015               |  | $                                    | 1,581
|Exchange difference                                            |  |                                      | (38  
|Additions                                                      |  |                                      | 1,500
|Additions on account of acquisition of Techzone (Refer Note 4) |  |                                      | 1,156
|Amortization charge                                            |  |                                      | (896 
|Closing net carrying amount as on March 31, 2016               |  | $                                    | 3,303



|                                         |  | As at March 31, 2016 |       
|---------------------------------------- |  | -------------------- | ------
|                                         |  | (in thousands)       |       
|Cost or valuation as on March 31, 2016   |  | $                    | 4,827 
|Accumulated amortization                 |  |                      | (1,524
|Net carrying amount as on March 31, 2016 |  | $                    | 3,303 



Other intangible assets with a carrying amount of $239
(2016: $375) have been pledged against secured borrowings (Refer Note 23).

F-28




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|17 | AVAILABLE-FOR-SALE FINANCIAL ASSETS
|-- | -----------------------------------



|                                     |  | As at March 31 |       
|------------------------------------ |  | -------------- | ------
|                                     |  | 2017           |       
|                                     |  | (in thousands) |       
|Valuable Technologies Limited        |  | $              | 11,097
|LMB Holdings Limited                 |  |                | 16,800
|Valuable Innovations Private Limited |  |                | 1,636 
|Cloudstream Media Inc                |  |                | 80    
|The Culture Trip                     |  |                | —     
|                                     |  | $              | 29,613



Eros acquired an interest in Valuable Technologies
Limited (“Valuable”) in the year ended March 31, 2009. Valuable 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, 2017, Eros owns 7.21% of Valuable’s equity. In the year ended March 31, 2017, 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.



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, 2017, 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. An entity related to Valuable Technologies,
Valuable Innovations houses new technology and patents of the Valuable group entities and develops related products. During ended
March 31, 2017, the Company recorded an impairment loss of $384 within other comprehensive income, basis change in fair value of
such investment. The fair value of the investment was estimated using level 3 inputs, wherein net asset value method is used as
against income approach, as there are no revenue generating activities in Valuable Innovations.



In July 2015, Eros acquired a 2% stake in The Cultural
Trip (‘‘TCT’’), a website which is a global platform for local culture, showcasing the best art, culture,
food and travel for every country in the world. The acquisition of stake in TCT has been classified as Available-for-sale investment
and has been recognized at the transaction price of $230. Subsequently, on June 3, 2016 this investment was sold at a price of
$288. The profit on sale of TCT has been recognized as Other gains in consolidated statements of income. (Refer Note 9).



Investments in these unquoted equity instruments are
not held for trading. Instead, they are held for medium or long-term strategic purpose.



|18 | INVENTORIES
|-- | -----------



|                 |  | As at March 31 |    
|---------------- |  | -------------- | ---
|                 |  | 2017           |    
|                 |  | (in thousands) |    
|Goods for resale |  | $              | 214
|                 |  | $              | 214



During the year ended March 31, 2017, inventory
of $350 (2016: $354 and 2015: $776) was recognized in the consolidated statements of income 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 $113 (2016: $593) have been
pledged as security for certain of the Group’s borrowings (Refer Note 23).

F-29




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|19 | TRADE AND OTHER RECEIVABLES
|-- | ---------------------------





|                                            |  | As at March 31 |        
|------------------------------------------- |  | -------------- | -------
|                                            |  | 2017           |        
|                                            |  | (in thousands) |        
|Trade accounts receivables                  |  | $              | 226,985
|Trade accounts receivables reserve          |  |                | (163   
|Trade accounts
    receivables net          |  | $              | 226,822
|                                            |  |                |        
|Other receivables                           |  |                | 25,683 
|Prepaid charges                             |  |                | 277    
|Unbilled revenue                            |  |                | 1,423  
|Trade
    and other receivables             |  | $              | 254,205
|                                            |  |                |        
|Current trade
    and other receivables     |  |                | 242,762
|Non-current
    trade and other receivables |  |                | 11,443 
|                                            |  | $              | 254,205



The age of financial assets that are past due but not
impaired were as follows:



|                                                    |  | As at March 31 |        
|--------------------------------------------------- |  | -------------- | -------
|                                                    |  | 2017           |        
|                                                    |  | (in thousands) |        
|Not more than three months                          |  |                | 23,593 
|More than three months but not more than six months |  |                | 16,729 
|More than six months but not more than one year     |  |                | 43,920 
|More than one year                                  |  |                | 58,516 
|                                                    |  | $              | 142,758



The Company factored accounts receivable amounting
to Nil as of March 31, 2017 and $39,027 as of March 31, 2016.



The movements in the trade accounts receivables reserve
are as follows:



|                    |  | Year ended March 31 |       
|------------------- |  | ------------------- | ------
|                    |  | 2017                |       
|                    |  | (in thousands)      |       
|As at April 1       |  | $                   | 130   
|Provisions          |  |                     | 2,430 
|Amounts written off |  |                     | (2,397
|As at March 31      |  | $                   | 163   



The carrying amount of trade accounts receivables and other receivables are considered a reasonable approximation
of fair value. Trade and other accounts receivables with a net carrying amount of $60,128 (2016: $42,672) have been pledged against
secured borrowings (Refer Note 23). The Company collected approximately
$35,000 relating to above trade receivables subsequent to the reporting date.



|20 | TRADE AND OTHER PAYABLES
|-- | ------------------------



|                                                                                                |  | As at March 31 |        
|----------------------------------------------------------------------------------------------- |  | -------------- | -------
|                                                                                                |  | 2017           |        
|                                                                                                |  | (in thousands) |        
|Trade accounts payable                                                                          |  | $              | 12,142 
|Accruals and other payables (includes creditors for content assets of $71,983 (2016: $ 13,461)) |  |                | 93,398 
|Value added taxes and other taxes payable                                                       |  |                | 14,542 
|                                                                                                |  | $              | 120,082



The carrying amount of trade and other payables
are considered a reasonable approximation of fair value.

F-30




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|21 | CASH AND CASH EQUIVALENTS
|-- | -------------------------



Cash and cash equivalents consist of cash on hand and balance with banks (including balances in current
account and demand deposits). Cash and cash equivalents included in the statements of cash flows comprise the following amounts
in the statement of financial position.



|                         |  | As at March 31 |        
|------------------------ |  | -------------- | -------
|                         |  | 2017           |        
|                         |  | (in thousands) |        
|Cash at bank and in hand |  | $              | 112,267
|                         |  | $              | 112,267



|22 | OPERATING LEASES
|-- | ----------------



The Group has leased various offices under non-cancellable operating lease agreements. The minimum
lease rentals to be paid under non-cancellable operating leases are as follows:



|                         |  | As at March 31 |    
|------------------------ |  | -------------- | ---
|                         |  | 2017           |    
|                         |  | (in thousands) |    
|Within one year          |  | $              | 645
|Within two to five years |  |                | 273
|                         |  | $              | 918



|23 | BORROWINGS
|-- | ----------



An analysis of long-term borrowings is shown in the
table below.



|                                             |  | Nominal                             |  |          |  | As at March 31 |        
|-------------------------------------------- |  | ----------------------------------- |  | -------- |  | -------------- | -------
|                                             |  | Interest Rate                       |  | Maturity |  | 2017           |        
|                                             |  |                                     |  |          |  | (in thousands) |        
|Asset backed borrowings                      |  |                                     |  |          |  |                |        
|Vehicle loan                                 |  | 10 -12%                             |  | 2017-21  |  | $              | 325    
|Term loan                                    |  | BPLR+1.8% - 2.75%                   |  | 2017     |  |                | 1,264  
|Term loan                                    |  | BPLR+2.75%                          |  | 2017-18  |  |                | 466    
|Term loan                                    |  | BPLR+2.85%                          |  | 2019-20  |  |                | 5,776  
|Term loan                                    |  | BPLR+2.55% – 3.4%                   |  | 2020-21  |  |                | 11,945 
|Term loan                                    |  | MCLR+3.45%                          |  | 2021-22  |  |                | 14,603 
|                                             |  |                                     |  |          |  | $              | 34,379 
|Unsecured borrowings                         |  |                                     |  |          |  |                |        
|Retail bond(1)                               |  | 6.5%                                |  | 2021-22  |  | $              | 62,672 
|Revolving facility(2)                        |  | LIBOR +1.9%-7.5% and Mandatory Cost |  | 2017     |  |                | 85,000 
|Other borrowings                             |  | 10.5%                               |  | 2021-22  |  |                | 5,853  
|                                             |  |                                     |  |          |  | $              | 153,525
|                                             |  |                                     |  |          |  |                |        
|Nominal value of borrowings                  |  |                                     |  |          |  | $              | 187,904
|Cumulative effect of unamortized costs       |  |                                     |  |          |  |                | (1,665 
|Installments due within one year             |  |                                     |  |          |  |                | (96,398
|Long-term borrowings — at amortized
    cost |  |                                     |  |          |  | $              | 89,841 



Bank prime lending rate and marginal cost lending rate
(“BPLR” & “MCLR”) is the Indian equivalent to LIBOR. Asset backed borrowings are secured by fixed and
floating charges over certain Group assets.



F-31




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Analysis of short-term borrowings



|                                                         |  | Nominal           |  | As at March 31 |        
|-------------------------------------------------------- |  | ----------------- |  | -------------- | -------
|                                                         |  | interest rate (%) |  | 2017           |        
|                                                         |  |                   |  | (in thousands) |        
|Asset backed borrowings                                  |  |                   |  |                |        
|Export credit, bill discounting and overdraft            |  | BPLR+1-3.5%       |  | $              | 41,687 
|Export credit and overdraft                              |  | LIBOR+3.5%        |  |                | 24,572 
|Short term loan(3)                                       |  | 13% - 14.25%      |  |                | 5,396  
|Short term loan                                          |  | MCLR+4.25%        |  |                | 4,943  
|                                                         |  |                   |  | $              | 76,598 
|Unsecured borrowings                                     |  |                   |  |                |        
|Commercial paper                                         |  | 10.0% 13.0%       |  |                | —      
|Other short term loan                                    |  | 1.75% - 2.6%      |  |                | —      
|Other short term loan(4)                                 |  | 12% - 14%         |  |                | 7,033  
|Installments due within one year on long-term borrowings |  |                   |  |                | 96,398 
|Short-term borrowings - at amortized cost                |  |                   |  | $              | 180,029



|(1) | Subsequently, in April 2017, Retail bond were fully secured by certain group assets.                                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Revolving credit facility maturing in January 2017 was amended and the maturity date was extended up to March 31, 2017. Subsequently, on April 1, 2017 the Group entered into an amended credit agreement where in the revolving credit facility bearing interest rate 7.5% plus LIBOR, is secured by certain group assets and is payable in three instalments by September 30, 2017.
|(3) | Secured by pledge of shares held in the Group’s majority owned subsidiary, Eros International Media Limited, India.                                                                                                                                                                                                                                                                  
|(4) | Includes loan of $6,417 from Eros Television Private Limited, a related party. (See Note 35).                                                                                                                                                                                                                                                                                        



Fair value of the long-term borrowings as at
March 31, 2017 is $155,923 (2016: $195,924). 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, 2017, the fair value of retail bond amounting to $43,416 has been determined using
quoted prices from the London Stock Exchange. Carrying amount of short-term borrowings are considered a reasonable approximation
of fair value.



The company has placed time deposits of $7,316
(2016: 2,689) which has been disclosed as restricted deposits.



|24 | ACCEPTANCES
|-- | -----------



|                                              |  | As at March 31 |      
|--------------------------------------------- |  | -------------- | -----
|                                              |  | 2017           |      
|                                              |  | (in thousands) |      
|Payable under the film financing arrangements |  | $              | 8,935
|                                              |  | $              | 8,935



Acceptances comprise of credit availed from financial institutions for payment
to film producers for film co-production arrangement entered by the group. The carrying value of acceptances are considered a reasonable
approximation of fair value.



|25 | OTHER LONG – TERM LIABILITIES
|-- | -----------------------------



|                            |  | As at  March 31 |      
|--------------------------- |  | --------------- | -----
|                            |  | 2017            |      
|                            |  | (in thousands)  |      
|Deferred revenue            |  | $               | 4,654
|Employee benefit obligation |  |                 | 695  
|                            |  | $               | 5,349



F-32




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|26 | DERIVATIVE FINANCIAL INSTRUMENTS
|-- | --------------------------------



|                                          |  | As at March 31 |        
|----------------------------------------- |  | -------------- | -------
|                                          |  | 2017           |        
|                                          |  | (in thousands) |        
|Non-Current                               |  |                |        
|Derivative liabilities – Held for trading |  |                |        
|Interest rate cap                         |  | $              | (12,553



The above interest rate derivative instruments are
not designated in a hedging relationship. They are carried at fair value through profit or loss. (Refer Note 9).



|27 | ISSUED SHARE CAPITAL
|-- | --------------------



|                                                                 |  | Number of Shares |            |  | GBP | 
|---------------------------------------------------------------- |  | ---------------- | ---------- |  | --- | 
|                                                                 |  |                  |            |  |     | 
|Authorized                                                       |  |                  |            |  |     | 
|Ordinary shares of 30p each at March 31, 2017 and March 31, 2016 |  |                  | 83,333,333 |  |     | 



|                                           |  | Number of Shares       |            |  | USD                    | 
|------------------------------------------ |  | ---------------------- | ---------- |  | ---------------------- | 
|Allotted, called up and fully paid         |  | A Ordinary  30p Shares |            |  | B Ordinary  30p Shares | 
|As at March 31, 2015                       |  |                        | 31,982,488 |  |                        | 
|Issue of shares on July 16, 2015           |  |                        | 300,000    |  |                        | 
|Issue of shares on August 18, 2015         |  |                        | 3,500      |  |                        | 
|Issue of shares in February 2016           |  |                        | 57,860     |  |                        | 
|Issue of shares in March 2016              |  |                        | 10,900     |  |                        | 
|Transfer of B Ordinary to A Ordinary share |  |                        | 594,566    |  |                        | 
|As at March 31, 2016                       |  |                        | 32,949,314 |  |                        | 
|Issue of shares on April 1, 2016           |  |                        | 1,750      |  |                        | 
|Issue of shares in July 29, 2016           |  |                        | 20,813     |  |                        | 
|Issue of shares in August, 2016            |  |                        | 387,613    |  |                        | 
|Issue of shares in September, 2016         |  |                        | 2,107,010  |  |                        | 
|Issue of shares in October, 2016           |  |                        | 98,500     |  |                        | 
|Issue of shares in November, 2016          |  |                        | 117,963    |  |                        | 
|Issue of shares in December, 2016          |  |                        | 14,580     |  |                        | 
|Transfer of B Ordinary to A Ordinary share |  |                        | 5,581,272  |  |                        | 
|Issue of shares of in January, 2017        |  |                        | 4,200      |  |                        | 
|Issue of shares of in February, 2017       |  |                        | 17,437     |  |                        | 
|Issue of shares of in March, 2017          |  |                        | 11,750     |  |                        | 
|As at March 31, 2017                       |  |                        | 41,312,202 |  |                        | 



In July, August and November 2016, the Company issued
62,439 ‘A’ ordinary shares to certain executive directors and ex-employee out of IPO 2006 Plan. As at March 31, 2017,
all the share options have been exercised and issued.



On June 9, 2015, the Board of Directors approved a
grant of 580,000 ‘A’ ordinary shares to certain executive directors with a fair market value of $21.34 per share. Subject
to continued employment, these awards with Nil exercise price, vest over a period of three years. In August 2016, 360,000 shares
of 580,000 share awards were issued of which 180,000 shares were issued with restriction. Further, in October 2016, 60,000 shares
out of the remaining 220,000 share awards were issued.



The Board of Directors approved grant of 13,500 share
awards to certain consultants in August and September 2016. These awards with Nil exercise price and fair market value of $15.91-$17.01
vested on grant date were issued immediately on such dates.



F-33




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



On September 8, 2016, the Board of Directors approved
a grant of 100,000 ‘A’ ordinary share awards to a certain employee with Nil exercise price and a fair market value
of $16.2. These awards vested on grant date and were issued on September 23, 2016.



In September 2016, the Company issued 2,000,310 ‘A’
ordinary shares to two of its existing institutional shareholders for an aggregate consideration of $30 million.



On July 4, 2016, the Company entered into an employment
exit agreement with an employee pursuant to which the management approved a grant of 1,000 ‘A’ ordinary share awards
with Nil exercise price and a fair market value of $15.71 per share. These shares awards were issued on October 6, 2016.



On October 12, 2016 and January 23, 2017, permitted Class B shares holders converted 3,247,939
and 2,333,333 Class B shares respectively, into Class A shares. This was effected through the cancellation of 5,581,272 Class B
shares and subsequent issuance of the equivalent amount of Class A shares.



On September 15, 2016, the Company entered into an
employment exit agreement with an employee pursuant to which the management approved a grant of 10,000 ‘A’ ordinary
share awards with Nil exercise price and a fair market value of $15.99 per share. These shares awards were issued on October 18,
2016.



On June 5, 2014, the Board of Directors had approved
a grant of 525,000 ‘A’ ordinary share awards with a fair market value of $14.95 per share, 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. On fulfilment of share price condition, 487,500 restricted shares were
issued on December 1, 2014. All these awards have since vested and shares issued. In case of except 30,000 share awards for which
shares were issued on November 2, 2016.



On September 4, 2015, the Company entered into an employment
exit agreement with an employee pursuant to which the Board approved a grant of 20,000 ‘A’ ordinary share awards with
Nil exercise price and a fair market value of $33.66 per share. These shares were issued on November 2, 2016.



On September 24, 2014, the Board approved a grant of
116,730 ‘A’ ordinary share awards to certain employees. These awards, granted to the employees on October 21, 2014
with Nil exercise price, subject to continued employment, vest annually in three equal tranches from the date of grant. Fair value
of each award was $17.07. In April 2016, 1,750 shares were issued with further issuances of 35,050 in October 2016, November 2016,
and January 2017.



On June 28, 2016, the Board of Directors approved
a grant of 197,820 ‘A’ ordinary share awards to certain employees with a fair value of $ 14.68 per share. Subject
to continued employment, these awards with Nil exercise price vest over a period of two and half years with first tranche vesting
on November 11, 2016. In November and December 2016, 56,780 shares were issued with further issuance of 13,350 shares in
March 2017.



On February 13, 2017, the Company entered into an employment
exit agreement with an employee pursuant to which the management approved a grant of 17,437 ‘A’ ordinary share awards
with Nil exercise price and a fair market value of $11.5 per share. These shares were issued on February 24, 2017.



As at March 31, 2017, none of the awards were forfeited.



F-34




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





|28 | 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 |       
|------------------------------------- |  | ------------------- | ------
|                                      |  | 2017                |       
|                                      |  | (in thousands)      |       
|IPO India Plan                        |  | $                   | 2,140 
|JSOP Plan                             |  |                     | 3,622 
|Option award scheme 2012              |  |                     | 699   
|2014 Share Plan                       |  |                     | 1,427 
|2015 Share Plan                       |  |                     | 328   
|Other share option awards             |  |                     | 4,405 
|Management scheme (staff share grant) |  |                     | 10,850
|                                      |  | $                   | 23,471



Joint Stock Ownership Plan (JSOP)



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’.



On August 4, 2015, the Company’s Employee Benefit
Trust entered into a Joint ownership deed (the “2015 JSOP deed”) with certain employees in respect of 380,000’A’
ordinary shares. These options were issued at a strike price of $24.00 and fair market value of $15.66. Subject to continued employment
and market conditions set out in the 2015 JSOP deed, these options vest in May 2017.



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



|                                             |  | Year ended March 31 |          
|-------------------------------------------- |  | ------------------- | ---------
|                                             |  | 2017                |          
|Shares
    held at the beginning of the year |  |                     | 1,239,497
|Shares granted                               |  |                     | —        
|Shares exercised                             |  |                     | (92,530  
|Shares forfeiture/lapsed                     |  |                     | —        
|Shares held at the
    end of the year       |  |                     | 1,146,967
|Unallocated shares held by trust             |  |                     | 106,701  
|                                             |  |                     | 1,253,668



Employee Stock Option Plans



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



|                         |  | Range ofexercise prices
|------------------------ |  | -----------------------
|IPO India Plan           |  | INR10 – 175            
|IPO Plan – June 2006     |  | GBP 5.28               
|JSOP Plan                |  | $11.00 – 24.00         
|Option award scheme 2012 |  | $11.00                 
|2014 Share Plan          |  | $14.97– 18.50          
|2015 Share Plan          |  | $7.40 – 33.12          
|Other share option plans |  | $18– $18.88            



F-35




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Employees covered under the stock option plans are
granted an option to purchase shares of the Company at the respective exercise prices, subject to fulfilment of vesting conditions
(generally service conditions). These options generally vest in tranches over a period of one 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 employee stock option
plans is summarized below:



|                                         |  |                          |  | Year ended March 31
|---------------------------------------- |  | ------------------------ |  | -------------------
|                                         |  |                          |  | 2017               
|                                         |  | Name of Plan             |  | Numberofshares     
|Outstanding at the beginning of the year |  | IPO India Plan           |  | 2,196,215          
|Granted                                  |  |                          |  | 269,381            
|Exercised                                |  |                          |  | (269,553)          
|Forfeited and lapsed                     |  |                          |  | (87,980)           
|Outstanding at the end of the year       |  |                          |  | 2,108,063          
|Exercisable at the end of the year       |  |                          |  | 911,854            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | IPO Plan June 2006       |  | 62,438             
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | (62,438)           
|Forfeited and lapsed                     |  |                          |  | —-                 
|Outstanding at the end of the year       |  |                          |  | —                  
|Exercisable at the end of the year       |  |                          |  | —                  
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | JSOP Plan                |  | 1,239,486          
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | (92,530)           
|Forfeited and lapsed                     |  |                          |  | —                  
|Outstanding at the end of the year       |  |                          |  | 1,146,956          
|Exercisable at the end of the year       |  |                          |  | 728,736            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | Option award scheme 2012 |  | 674,045            
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | —                  
|Forfeited and lapsed                     |  |                          |  | —                  
|Outstanding at the end of the year       |  |                          |  | 674,045            
|Exercisable at the end of the year       |  |                          |  | 449,363            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | 2014 Share Plan          |  | 773,749            
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | —                  
|Forfeited and lapsed                     |  |                          |  | (50,000)           
|Outstanding at the end of the year       |  |                          |  | 723,749            
|Exercisable at the end of the year       |  |                          |  | 288,333            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | 2015 Share Plan          |  | 282,500            
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | (8,750)            
|Forfeited and lapsed                     |  |                          |  | (61,667)           
|Outstanding at the end of the year       |  |                          |  | 212,083            
|Exercisable at the end of the year       |  |                          |  | 127,604            
|                                         |  |                          |  |                    
|Outstanding at the beginning of the year |  | Other share option plans |  | 1,000,000          
|Granted                                  |  |                          |  | —                  
|Exercised                                |  |                          |  | —                  
|Forfeited and lapsed                     |  |                          |  | (500,000)          
|Outstanding at the end of the year       |  |                          |  | 500,000            
|Exercisable at the end of the year       |  |                          |  | 200,000            

F-36




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



The following table summarizes information about outstanding
stock options:



|                         |  |  | Year ended March 31                 | 
|------------------------ |  |  | ----------------------------------- | 
|                         |  |  | 2017                                | 
|Name of Plan             |  |  | Weightedaverageremaininglife(Years) | 
|IPO India Plan           |  |  | 4.10                                | 
|IPO Plan June 2006       |  |  | —                                   | 
|JSOP Plan                |  |  | 4.93                                | 
|Option award scheme 2012 |  |  | 4.83                                | 
|2014 Share Plan          |  |  | 7.11                                | 
|2015 Share Plan          |  |  | 6.08                                | 
|Other share option plans |  |  | 4.75                                | 



*INR – Indian Rupees

**GBP – Great Britain Pound



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



|                                                                | IPOIndia Plan |  | JSOP(4)       |  | 2014Share plan |  | 2015Share plan
|--------------------------------------------------------------- | ------------- |  | ------------- |  | -------------- |  | --------------
|Expected volatility(1)(2)                                       | 35% - 75%     |  | 42%           |  | 40%            |  | 40% - 60%     
|Option life (Years)                                             | 1.91 - 7.00   |  | 10.00         |  | 4.50 - 5.25    |  | 10.00         
|Dividend yield                                                  | 0%            |  | 0%            |  | 0%             |  | 0%            
|Risk free rate                                                  | 6.51% - 8.50% |  | 0.43% - 2.82% |  | 0.67% - 1.70%  |  | 0.24% - 1.46% 
|Range of fair value of the granted options at the grant date(3) | INR 179 – 380 |  | $15.66        |  | $6.9 – 8.44    |  | $2.7 - 13.10  



|(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)



In June 2015, 300,000 ‘A’ ordinary shares
awards were granted to the Group CFO with a fair market value of $21.34 per share. Subject to continued employment, these awards
with nominal value exercise price vests annually in three tranches beginning June 9, 2016. As at March 31, 2017, these
shares are yet to be issued.



On June 9, 2015, the Board of Directors approved a
grant of 580,000 ‘A’ ordinary shares to certain executive directors with a fair market value of $21.34 per share. Subject
to continued employment, these awards with Nil exercise price, vest over a period of three years. In August 2016, 360,000 shares
of 580,000 share awards were issued of which 180,000 shares were issued with restriction. Further, in October 2016, 60,000 shares
out of the remaining 220,000 share awards were issued.



In June 2016, the Board of Directors approved 620,000
‘A’ ordinary share awards to certain executive directors with a fair value of $14.68 per share. Subject to continued
employment these awards with Nil exercise price, vest over a period of three years.



On September 18, 2013, 1,676,645 ‘A’ ordinary
shares were issued to CEO and Managing Director at $4.02 per share based on the closing market price on such date. In September,
2016 all restrictions were lifted.



On February 17, 2017, the Board of Directors approved,
50,000 ‘A’ ordinary share awards to an employee with a fair market value of $12.5 per share. Subject to continued employment,
these awards with Nil exercise price, vest over a period of three years.

F-37




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



500,000 'A' ordinary share options were granted to
a non-executive director with a fair market value of $8.44 per option. Subject to continued employment, these options with $18.00
exercise price, vest annually in five equal tranches beginning June 9, 2016 which lapsed on non-reappointment of the non-executive
director on December 1, 2016.



None of the above grants have been forfeited during
the period. The charge for these grants have been accrued under ‘Management scheme’ (Staff share grant).



Subsequently, in May 2017, the Company entered into
an employment exit agreement with an employee pursuant to which the Board approved a grant of 90,000 A ordinary share awards
with Nil exercise price and a fair market value of $10 per share. These shares were issued on July 28, 2017.



|29 | JOINT STOCK OWNERSHIP PLAN RESERVE (JSOP Reserve)
|-- | -------------------------------------------------





|                             |  | (in thousands) |        
|---------------------------- |  | -------------- | -------
|Balance at April 1, 2015     |  | $              | (24,474
|Issue out of treasury shares |  |                | 7,307  
|Balance at April 1, 2016     |  | $              | (17,167
|Issue out of treasury shares |  |                | 1,182  
|Balance at March 31, 2017    |  | $              | (15,985



The JSOP Reserve represents the
cost of shares issued by Eros International Plc and held by the JSOP Trust to satisfy the requirements of the JSOP Plan (Refer
Note 28).  On June 5, 2014, the Board approved discretionary vesting of 20% of the applicable JSOP shares. In the current
year 92,530 (2016: 573,262) ‘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, 2017 was 1,253,657 ‘A’ Ordinary shares
(2016: 1,346,198 ‘A’ Ordinary shares).



|30 | OTHER COMPONENTS OF EQUITY
|-- | --------------------------



|                                                                  |  | As at March 31 (in thousands) |        
|----------------------------------------------------------------- |  | ----------------------------- | -------
|                                                                  |  | 2017                          |        
|Movement in Hedging reserve:                                      |  |                               |        
|Opening balance                                                   |  | $                             | (1,179 
|Reclassified to consolidated statements of income                 |  |                               | 804    
|Closing balance                                                   |  | $                             | (375   
|                                                                  |  |                               |        
|Movement in revaluation reserve:                                  |  |                               |        
|Opening balance                                                   |  | $                             | 1,856  
|Gain recognized on revaluation of property, plant and equipment   |  |                               | —      
|Impact of translation difference                                  |  |                               | (27    
|Closing balance                                                   |  | $                             | 1,829  
|                                                                  |  |                               |        
|Movement in available for sale fair value reserve:                |  |                               |        
|Opening balance                                                   |  | $                             | 6,622  
|Impairment loss on available-for-sale financial assets            |  |                               | (384   
|Closing balance                                                   |  | $                             | 6,238  
|                                                                  |  |                               |        
|Movement in Foreign currency translation reserves                 |  |                               |        
|Opening balance                                                   |  | $                             | (60,609
|Other comprehensive loss due to translation of foreign operations |  |                               | 4,799  
|Closing balance                                                   |  | $                             | (55,810
|                                                                  |  |                               |        
|Total other
    components of equity                              |  | $                             | (48,118



F-38




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|31 | SIGNIFICANT NON-CASH EXPENSES
|-- | -----------------------------



Significant non-cash expenses, except loss on sale
of assets, share based compensation, depreciation and amortization were as follows:



|                                                           |  | As at March 31 |        
|---------------------------------------------------------- |  | -------------- | -------
|                                                           |  | 2017           |        
|                                                           |  | (in thousands) |        
|Net loss/(gain) on held for trading financial liabilities  |  | $              | (10,297
|Impairment loss on available-for-sale financial assets     |  |                | —      
|Provisions for trade and other receivables                 |  |                | 2,430  
|Balances written back                                      |  |                | (798   
|Impairment loss on content advances and loans and advances |  |                | 1,887  
|Unrealized foreign exchange (gain)/loss                    |  |                | (3,838 
|                                                           |  | $              | (10,616



|32 | 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 cash and cash equivalents, borrowings  and equity attributable to equity holders
of Eros, comprising issued capital, reserves and retained earnings as disclosed in Notes 21, 23 and 27 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 |        
|--------------------------------------------------------- |  | -------------- | -------
|                                                          |  | 2017           |        
|                                                          |  | (in thousands) |        
|Debt (net of debt issuance cost of $1,665 (2016: $2,109)) |  | $              | 269,870
|Cash and cash equivalents                                 |  |                | 112,267
|Net debt                                                  |  |                | 157,603
|Equity                                                    |  |                | 883,548
|Net debt to equity ratio                                  |  |                | 17.8%  



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-39




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Categories of financial instruments



|                                                                                    |  | 2017           |         |  | 2016 |  
|----------------------------------------------------------------------------------- |  | -------------- | ------- |  | ---- | -
|                                                                                    |  | (in thousands) |        
|Financial assets                                                                    |  |                |         |  |      |  
|Available-for-sale investments                                                      |  | $              | 29,613  |  |      | $
|Other financial assets (1)                                                          |  |                | 362,286 |  |      |  
|                                                                                    |  | $              | 391,899 |  |      | $
|Financial liabilities at amortized cost                                             |  |                |         |  |      |  
|Trade payables and acceptances excluding value added
    tax and other tax payables |  | $              | 114,475 |  |      | $
|Borrowings                                                                          |  |                | 269,870 |  |      |  
|Financial Liabilities at fair value through profit or loss                          |  |                |         |  |      |  
|Derivatives at fair value through profit or loss - held for trading                 |  |                | 12,553  |  |      |  
|                                                                                    |  | $              | 396,898 |  |      | $



(1) Other financial assets include 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 statements 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
in certain cases 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. Further, in many of the catalogue sales, the trading partners have extended payment terms
of up to a year and often fall behind contractual payment terms. With respect to catalogue customers with a long trading history
with the Group and who have contracted and paid significant amounts in the past without any prior history of bad debt, the Group
closely monitors the same and secures post-dated bank instruments where possible and revised payment plans to assure collections.
In case of new customer onboarding, the Group follows certain standard Know Your Client (KYC) procedures to ascertain financial
stability of the counterparty and follows internal policies to not make ongoing sales to such new customers who are not reasonably
current with their payments.



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.



F-40




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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, 2017, 25.1% (2016:
54.2%) of trade account receivables were represented by the top five debtors. The maximum exposure to credit risk is that shown
within the statements of financial position. The maximum credit exposure on financial guarantees given by the Group for various
financial facilities is described in Note 33.



As at March 31, 2017, the Group did not hold any material
collateral or other credit enhancements to cover its credit risks associated with its financial assets.



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 reporting 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, 2017 |  |     | 4,025   |   |                | 
|As at March 31, 2016 |  |     | (12,578 | ) |                | 



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, 2017 would have decreased in the Company’s net income before tax
by approximately $3,775 (2016: gain of $3,947 and 2015: gain of $731). 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, 2017 as a result of an increase in liabilities compared to assets 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.



F-41




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



An analysis of short-term and long-term borrowings
is set out in Note 23. 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, 2017                |  |                |         |  |                  |   |         |           |  |   |           |  |  |                    |       
|Borrowing
    principal payments(1) |  | $              | 271,535 |  |                  | $ | 180,722 |           |  | $ | 18,079    |  |  | $                  | 71,881
|Borrowing interest payments         |  |                | 40,987  |  |                  |   | 22,019  |           |  |   | 12,046    |  |  |                    | 6,922 
|Derivative financial instruments    |  |                | 12,553  |  |                  |   | —       |           |  |   | —         |  |  |                    | 12,533
|Acceptances                         |  |                | 8,935   |  |                  |   | 8,935   |           |  |   | —         |  |  |                    | —     
|Trade and other payables            |  |                | 120,082 |  |                  |   | 120,082 |           |  |   | —         |  |  |                    | —     



|                                    |  | Total          |         |  | Less than 1 year |   |         | 1-3 years |  |   | 3-5 years |  |  | More than  5 years |      
|----------------------------------- |  | -------------- | ------- |  | ---------------- | - | ------- | --------- |  | - | --------- |  |  | ------------------ | -----
|                                    |  | (in thousands) |        
|As at March 31, 2016                |  |                |         |  |                  |   |         |           |  |   |           |  |  |                    |      
|Borrowing
    principal payments(1) |  | $              | 305,326 |  |                  | $ | 211,375 |           |  | $ | 12,412    |  |  | $                  | 7,705
|Borrowing interest payments         |  |                | 37,358  |  |                  |   | 12,802  |           |  |   | 12,122    |  |  |                    | 9,937
|Derivative financial instruments    |  |                | 22,850  |  |                  |   | —       |           |  |   | —         |  |  |                    | —    
|Acceptances                         |  |                | 8,688   |  |                  |   | 8,688   |           |  |   | —         |  |  |                    | —    
|Trade and other payables            |  |                | 65,178  |  |                  |   | 65,178  |           |  |   | —         |  |  |                    | —    



(1)   Excludes
cumulative effect of unamortized costs.



At March 31, 2017, the Group had facilities available of $282,685 (2016: $318,391) and
had net undrawn amounts of $2,215 (2016: $4,377) available.



In addition, the Group has issued financial guarantees
amounting to $2,192 (2016: $2,373) in the ordinary course of business, having maturity dates up to the next 12 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.



F-42




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Currency, Maturity and Nature of Interest Rate of
the Nominal Value of Borrowings



|                                |  | As at March 31                     |        
|------------------------------- |  | ---------------------------------- | -------
|                                |  | 2017                               |        
|                                |  | (in thousands, except percentages) |        
|Currency                        |  |                                    |        
|U.S. Dollar                     |  | $                                  | 115,424
|Great British Pounds Sterling   |  |                                    | 62,672 
|Indian Rupees                   |  |                                    | 93,439 
|Total                           |  | $                                  | 271,535
|                                |  |                                    |        
|Maturity                        |  |                                    |        
|Due before one year             |  | $                                  | 180,722
|Due between one and three years |  |                                    | 18,079 
|Due between four and five years |  |                                    | 71,881 
|Due after five years            |  |                                    | 853    
|                                |  | $                                  | 271,535
|Nature of rates                 |  |                                    |        
|Fixed interest rate             |  | $                                  | 131,279
|Floating rate                   |  |                                    | 140,256
|Total                           |  | $                                  | 271,535



In the fiscal 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, 2017 and 2016.



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 $ 2,461 for the year ended March 31, 2017 (2016: $2,721) 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.



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.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



F-43




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



The table below presents assets and liabilities
measured at fair value on a recurring basis, which are all category level 2:



|                                             |  |                                                 |  | As at March 31, 2017                                                                         |  |                                                                                 
|-------------------------------------------- |  | ----------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|                                             |  |                                                 |  | (in thousands)                                                                               |  |                                                                                 
|Description of type of financial assets      |  | Gross amount ofrecognized financial assets      |  | Gross amount of recognizedfinancial liabilities offset in thestatement of financial position |  | Net amounts financial assetspresented in the statementof financial position     
|Derivative assets                            |  | 179                                             |  | (179)                                                                                        |  | —                                                                               
|Total                                        |  | 179                                             |  | (179)                                                                                        |  | —                                                                               
|                                             |  |                                                 |  |                                                                                              |  |                                                                                 
|Description of type of financial liabilities |  | Gross amount ofrecognized financial liabilities |  | Gross amount of recognizedfinancial assets offset in thestatement of financial position      |  | Net amounts financial liabilitiespresented in the statementof financial position
|Derivative liabilities                       |  | (12,732)                                        |  | 179                                                                                          |  | (12,553)                                                                        
|Total                                        |  | (12,732)                                        |  | 179                                                                                          |  | (12,553)                                                                        



|                                             |  |                                                 |  | As at March 31, 2016                                                                         |  |                                                                                 
|-------------------------------------------- |  | ----------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|                                             |  |                                                 |  | (in thousands)                                                                               |  |                                                                                 
|Description of type of financial assets      |  | Gross amount ofrecognized financial assets      |  | Gross amount of recognizedfinancial liabilities offset in thestatement of financial position |  | Net amounts financial assetspresented in the statementof financial position     
|Derivative assets                            |  | 200                                             |  | (200)                                                                                        |  | —                                                                               
|Total                                        |  | 200                                             |  | (200)                                                                                        |  | —                                                                               
|                                             |  |                                                 |  |                                                                                              |  |                                                                                 
|Description of type of financial liabilities |  | Gross amount ofrecognized financial liabilities |  | Gross amount of recognizedfinancial assets offset in thestatement of financial position      |  | Net amounts financial liabilitiespresented in the statementof financial position
|Derivative liabilities                       |  | (23,050)                                        |  | 200                                                                                          |  | (22,850)                                                                        
|Total                                        |  | (23,050)                                        |  | 200                                                                                          |  | (22,850)                                                                        



Financial assets and liabilities subject to offsetting
enforceable master netting arrangements or similar agreements as at March 31, 2017 are as follows:



|                         |  | As at March 31,2017  
|------------------------ |  | ---------------------
|                         |  | (in thousands)       
|                         |  | Average contract rate
|2012 Interest Rate Cap   |  | 6%                   
|2012 Interest Rate Floor |  | 0.5% - 3%            
|2012 Interest Rate Floor |  | 0.5% - 3%            
|Total                    |  |                      



None of the above derivative instruments is designated
in a hedging relationship. A gain of $10,297 (loss in 2016: $3,566) in respect of the above derivative instruments has been recognized
in the consolidated statements of income 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.



F-44




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Reconciliation of Level 3 fair value measurements of
financial assets





|                                  |  | Available for sale of financial assets |       
|--------------------------------- |  | -------------------------------------- | ------
|                                  |  | (in thousands)                         |       
|As at March 31, 2015              |  | $                                      | 29,917
|Additions                         |  |                                        | 230   
|As at March 31, 2016              |  | $                                      | 30,147
|Total gain or (losses):           |  |                                        |       
|-   in profit or loss             |  |                                        | —     
|-   in other comprehensive income |  |                                        | (384  
|Additions                         |  |                                        | 80    
|Disposals*                        |  |                                        | (230  
|As at March 31, 2017              |  | $                                      | 29,613



*On June 3, 2016, the Company sold its investment in
The Cultural Trip (“TCT”) for $288 recording a gain of $58. The Company had made investment in TCT in July 2015 at
transaction price of $230.



Management uses valuation techniques in measuring the
fair value of financial instruments, where active market quotes are not available. In applying the valuation techniques, management
makes maximum use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable
data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its
best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would
be achieved in an arm’s length transaction at the reporting date.



There were no transfers between any Levels in any of
the years.



|33 | CONTRACTUAL OBLIGATIONS AND COMMITMENTS
|-- | ---------------------------------------



Eros’ material contractual obligations are comprised
of contracts related to content commitments.



|                     |  | Total          |        
|-------------------- |  | -------------- | -------
|                     |  | (in thousands) |        
|As at March 31, 2017 |  | $              | 250,997
|As at March 31, 2016 |  | $              | 218,541



The Group has provided certain stand-by letters of
credit amounting to $80,570 (2016: $96,033) 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 $2,192 (2016: $2,373) in the ordinary course of business, and included in the table above, having varying maturity
dates up to the next 12 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 22.



F-45




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|34 | CONTINGENT LIABILITIES
|-- | ----------------------



| | 1. | In Fiscal 2015, Eros received
                                         two notices from the Commissioner of Service Tax (India) to show cause why an amount
                                         aggregating to $30,000 on 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 $30,000 as interest and penalties in connection with
                                         the aforesaid matters. On September 3, 2015, the Company filed an appeal against the
                                         said order before the authorities. In April 2016, Eros, received a show cause notice
                                         from the Commissioner of Service Tax on similar grounds amount aggregating to $1,000
                                         for the period 1 April 2014 to 31 March 2015. 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. There is no further update on this matter as preliminary hearing
                                         is yet to begin. Accordingly, based on the assessment made after taking appropriate
                                         legal advice, no additional liability has been recorded in Group’s consolidated
                                         financial statements.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | In Fiscal 2015, Eros received
                                         several assessment orders and demand notices from value added tax and sales tax authorities
                                         in India for the payment of amounts aggregating to $3,000 (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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Beginning on November 13, 2015,
                                         Eros International Plc was named a defendant in five substantially similar putative class
                                         action lawsuits filed in federal court in New Jersey and New York by purported shareholders
                                         of the Company. The three actions in New Jersey were consolidated, and, on May 17, 2016,
                                         were transferred to the United States District Court for the Southern District of New
                                         York where they were then consolidated with the other two actions on May 27, 2016. In
                                         general, the plaintiffs allege that the Company, and in some cases also Company’s
                                         management, violated federal securities laws by overstating Company’s financial
                                         and business results, enriching the Company’s controlling owners at the expense
                                         of other stockholders, and engaging in improper accounting practices. On April 5, 2016,
                                         a lead plaintiff and lead counsel were appointed in the now consolidated New York action.
                                         A single consolidated complaint was filed on July 14, 2016 and amended on October 10,
                                         2016. The Plaintiffs have alleged that the Company and certain individual defendants
                                         — Kishore Lulla, Jyoti Deshpande, Andrew Heffernan, and Prem Parameswaran
                                         — have violated the federal securities laws, specifically Sections 10(b) and 20(a) of
                                         the Exchange Act. The amended consolidated complaint has narrowed in scope significantly
                                         and does not assert certain claims that had been asserted in prior complaints, including
                                         (i) claims arising under Sections 11 and 15 of the Securities Act, (ii) accounting and
                                         GAAP allegations, and (iii) claims against certain individual defendants, who are not
                                         now named defendants. The remaining claims are primarily focused on whether the Company
                                         and individual defendants made material misrepresentations concerning the Company’s
                                         film library and materially misstated the usage and functionality of Eros Now. The Company’s
                                         most recent motion to dismiss the amended consolidated complaint was filed on November
                                         11, 2016 and its reply brief was filed on January 6, 2017. The Court has not scheduled
                                         oral argument or indicated when it will rule on this motion. Given the uncertainty inherent
                                         in these matters, based on assessment made after taking appropriate legal advice, the
                                         Company does not believe that the ultimate outcome of this matter will be unfavorable.
                                         Accordingly, no liability has been recorded in Group’s consolidated financial statements.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | During Fiscal 2017, a claim has been filed against Eros International Plc in the Commercial Court,
Queen’s Bench Division of the High Court in London. The plaintiff (former employee) alleged that he is not to be treated
as a “Leaver” for the purpose of share options awarded to him under the two Joint Ownership Deeds (“the JSOP
Agreement”) entered into with the Company on April 20, 2012 at the time he served his vesting notices and that he was entitled
to exercise his share options under the JSOP Agreement in accordance with the Vesting Notices. The estimated amount of claim is $ 2,500. The Company is contesting the claim on the grounds that the
employee has not met the JSOP Agreement terms and therefore not eligible for awards. Given the uncertainty inherent in the matter,
based on assessment made after making appropriate legal advice, the Company does not believe that the ultimate outcome of this
matter will be unfavorable. Accordingly, no liability has been recorded in Group’s consolidated financial statements.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-46




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



| | 5. | 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, 2017 and March 31, 2016.



|35 | RELATED PARTY TRANSACTIONS
|-- | --------------------------



|                               |  |                |  | As at March 31,2017 |       |  | As at March 31,2016 |  
|------------------------------ |  | -------------- |  | ------------------- | ----- |  | ------------------- | -
|                               |  | Details of     |  | (in thousands)      |      
|                               |  | Transaction    |  | Liability           |       |  | Asset               |  
|Red Bridge Ltd.                |  | President fees |  | $                   | 210   |  |                     | $
|550 County Avenue              |  | Rent/Deposit   |  |                     | 420   |  |                     |  
|Line Cross Limited             |  | Rent/Deposit   |  |                     | 356   |  |                     |  
|NextGen Films Pvt Ltd.         |  | Purchase/Sale  |  |                     | —     |  |                     |  
|Everest Entertainment Pvt. Ltd |  | Purchase/Sale  |  |                     | 17    |  |                     |  
|Lulla Family                   |  | Rent/Deposit   |  |                     | 123   |  |                     |  
|Lulla Family                   |  | Salary         |  |                     | 1,210 |  |                     |  
|Eros Television India Pvt Ltd  |  | Borrowing      |  |                     | 6,417 |  |                     |  



The Lulla family refers to Mr. Arjan Lulla, Mr. Kishore Lulla, Mr. Sunil
Lulla, Mrs. Manjula Lulla, Mrs. Krishika Lulla, Mrs. Rishika Lulla Singh, and Ms. Riddhima Lulla.



Pursuant to a lease agreement that expired on March
31, 2017, the lease requires Eros International Media Limited to pay $5 each month under this lease. 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. The lease was renewed on April 1, 2017 for a further period of one year on the same terms.



Pursuant to a lease agreement that expired on September
30, 2015, the lease requires Eros International Media Limited to pay $5 each month under this lease. Eros International Media Limited
leases for use as executive accommodations the property Aumkar Bungalow, Gandhi Gram Road, Juhu, Mumbai, from Sunil Lulla. The
lease was renewed on October 1, 2015 for a further period of three years on the same terms.



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 $60 each month
under this lease.



Pursuant to a lease agreement that expires on April
1, 2020, 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, 2015, and required the Group to pay $11 each month. The lease was renewed on April 1, 2015 for a further
period of five years on the same terms. This is a non-cancellable lease



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 lease commenced on November 19, 2009 and requires the Group to pay $130 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 $ 260, $300 and $325 in the
respective years ended March 31, 2017, 2016 and 2015, 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.



F-47




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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, 2017, NextGen Films Pvt. Ltd. sold film rights $616 (2016: $2,728,
2015: $23,550) to the Group, and purchased film rights, including production services, of Nil (2016: Nil and 2015: $275). The
Group advanced $22,881 (2016: $5,400, 2015: $29,438) to NextGen Films Pvt. Ltd. for film co-production and received refund of
$5,075 (2016: $6,945, 2015: Nil) on abandonment of certain film projects.



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, 2017, Everest Entertainment Pvt. Ltd. sold film rights of Nil (2016: Nil, 2015: $408)
to the Group.



In fiscal 2017, the Group obtained unsecured short-term
borrowings of $6,417 from Eros Television India Pvt. Ltd at 12% per annum.



Mrs. Manjula Lulla, the wife of Kishore Lulla, is an
employee of Eros International Plc. and is entitled to a salary of $130 per annum (2016: $154 and 2015: $167). Mrs. Krishika Lulla,
the wife of Sunil Lulla, is an employee of Eros India and is entitled to a salary of $133 per annum (2016: $138, 2015: $116). Ms.
Riddhima Lulla, the daughter of Kishore Lulla, is an employee of Eros Digital FZ LLC and is entitled to a salary of $51 per annum
(2016: $38, 2015: $10).



All of the amounts outstanding are unsecured and will
be settled in cash.



As at March 31, 2017, the Group has provided performance
guarantee to a bank amounting to $19.50 (2016: $32.50) in connection with funding commitments. under film co-production agreements
with NextGen Films Pvt. Ltd and having varying maturity dates up to the next 12 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 33 above.



|36 | 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                   |  | 73.30                  | 
|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                       |  | September 2015 |  | UAE                     |  | 100.00                 | 
|Eros Digital Limited                      |  | July 2016      |  | IOM                     |  | 100.00                 | 
|Eros Films Limited                        |  | November 2016  |  | IOM                     |  | 100.00                 | 
|Universal Power Systems Private Limited   |  | August 2015    |  | India                   |  | 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.



In fiscal year 2017, Group shareholding of
Eros International Media Ltd reduced to 73.33% (2016: 74.40%) subsequent to the exercise of ESOP by the employees.



F-48




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



In fiscal year 2017, the Group has pledged
6.36% of its holding in Eros International Media Limited as security for certain of the Group’s borrowings (See Note
23).



Subsequent to March 2017, the Group shareholding in
EIML reduced to 61.77% on sale of its stake in open market.



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.



|37 | 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 34 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.



The table below shows the summarized financial information
of Eros International Media Limited whereas at March 31, 2016, non-controlling interests held an economic interest by virtue of
shareholding of 26.67% (March 2016: 26.46%). This summarized financial information represents amounts before inter-company eliminations.



|                                                                     |  | Year ended March 31 |         
|-------------------------------------------------------------------- |  | ------------------- | --------
|                                                                     |  | 2017                |         
|                                                                     |  | (in thousands)      |         
|                                                                     |  | EIML                |         
|Current assets                                                       |  | $                   | 56,644  
|Non-current assets                                                   |  |                     | 345,301 
|Current liabilities                                                  |  |                     | (125,840
|Non-current liabilities                                              |  |                     | (73,135 
|Equity attributable to owners of the Group                           |  |                     | 148,837 
|Equity attributable to non-controlling interests                     |  | $                   | 54,133  
|                                                                     |  |                     |         
|Revenue                                                              |  | $                   | 172,422 
|Expenses                                                             |  |                     | (155,457
|Profit for the year                                                  |  | $                   | 16,965  
|Profit attributable to the owners of the Group                       |  | $                   | 12,441  
|Profit attributable to non-controlling interests                     |  | $                   | 4,524   
|                                                                     |  |                     |         
|Other comprehensive income attributable to the owners of the Group   |  | $                   | (2,908  
|Other comprehensive income attributable to non-controlling interests |  |                     | (1,058  
|Other comprehensive income during the year                           |  | $                   | (3,966  
|Total comprehensive income attributable to the owners of the Group   |  |                     | 9,532   
|Total comprehensive income attributable to non-controlling interests |  |                     | 3,467   
|Total comprehensive income during the year                           |  | $                   | 12,999  
|                                                                     |  |                     |         
|Net cash inflow from operating activities                            |  | $                   | 35,478  
|Net cash outflow from investing activities                           |  |                     | (71,211 
|Net cash inflow from financing activities                            |  |                     | 33,365  
|Net cash (outflow)/inflow                                            |  | $                   | (2,368  



No dividends were paid to non-controlling interests
during the year ended March 31, 2017. (2016: Nil).



F-49




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|38 | 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:



|38.1. | Goodwill and trade name
|----- | -----------------------



The Group tests annually whether goodwill and trade
name have suffered impairment, in accordance with its accounting policy. The recoverable amount of cash-generating units has been
determined based on value in use calculations. We use market related information and estimates (generally risk adjusted discounted
cash flows) to determine value in use. Cash flow projections take into account past experience and represent management’s
best estimate about future developments. Key assumptions on which management has based its determination of fair value less costs
to sell and value in use includes estimated growth rates, weighted average cost of capital and tax rates. These estimates, includes
the methodology used, can have a material impact on the respective values and ultimately the amount of any goodwill and tradename
impairment.



|38.2. | 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.



|38.3. | 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.



|38.4. | Allowances for doubtful accounts
|----- | --------------------------------



The Group extends credit to customers and other parties
in the normal course of business and maintains an allowance for doubtful accounts for estimated losses resulting from the inability
or unwillingness of customers to make required payments. The Group bases such estimates on historical experience, existing economic
conditions, and any specific customer collection issues the Group has identified. Uncollectible accounts receivable are written
off when a settlement is reached for an amount less than the outstanding balance or when the Group determines that the balance
will not be collected. The allowance for doubtful accounts as of March 31, 2017 and March 31, 2016, was $1,260 and $1,315 respectively.

F-50




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



|38.5. | 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.



|38.6. | 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. We are subject to tax assessment in certain jurisdictions.
Significant judgment is involved in determining the provision for income taxes including judgment on whether the tax positions
are probable of being sustained in tax assessments.



Judgment is also 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.



|38.7. | 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 risk free interest rates, share price volatility, the expected term and other variables. The basis and assumptions used
in these calculations are disclosed within Note 26. The aforementioned inputs entered in to the option valuation model that we
use to determine the fair value of our share awards are subjective estimates and changes to these estimates will cause the fair
value of our share-based awards and related share- based compensations expense we record to vary.



38.8. Business combinations



Business combinations are
accounted for using the acquisition method under the provisions of IFRS 3 (Revised), “Business Combinations”.



The cost of an acquisition
is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred at the date of acquisition.
The cost of the acquisition also includes the fair value of any contingent consideration. Identifiable tangible and intangible
assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair
value on the date of acquisition. Significant estimates are required to be made in determining the value of contingent consideration
and intangible assets.



|39 | ADOPTION OF NEW AND REVISED STANDARDS
|-- | -------------------------------------



| | Standards, Interpretations and Amendments to Published Standards that are not yet effective
| | -------------------------------------------------------------------------------------------



IFRS 15 Revenue from Contracts with Customers



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.



F-51




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In April 2016, the IASB issued
amendments to IFRS 15, clarifying some requirements and providing additional transitional relief for companies. The amendments
do not change the underlying principles of IFRS 15 but clarify how those principles should be applied. The amendments clarify how
to:

| | · | identify a performance obligation (the promise to transfer a good or a service to a customer) in
a contract;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | determine whether a company is a principal (the provider of a good or service) or an agent (responsible
for arranging for the good or service to be provided); and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | determine whether the revenue from granting a license should be recognized at a point in time or
over time.
| | - | -----------------------------------------------------------------------------------------------------------



IFRS 15 is effective for fiscal years beginning on
or after January 1, 2018. Earlier application is permitted. The Group expects to apply this standard retrospectively with the cumulative
effect of initially applying this standard recognized at April 1, 2018 (i.e. the date of initial application in accordance with
this standard). The Group is currently evaluating the impact that this new standard 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-52




EROS INTERNATIONAL PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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

IFRS 16 Leases: On January 13, 2016, the International
Accounting Standards Board issued the final version of IFRS 16, Leases. IFRS 16 will replace the existing leases Standard, IAS
17 Leases, and related Interpretations. The Standard sets out the principles for the recognition, measurement, presentation and
disclosure of leases for both parties to a contract i.e., the lessee and the lessor. IFRS 16 introduces a single lessee accounting
model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying
asset is of low value. Currently, operating lease expenses are charged to the statement of comprehensive income. The Standard also
contains enhanced disclosure requirements for lessees. IFRS 16 substantially carries forward the lessor accounting requirements
in IAS 17.



The effective date for adoption of IFRS 16 is annual
periods beginning on or after January 1, 2019, though early adoption is permitted for companies applying IFRS 15 Revenue from Contracts
with Customers. The Group is yet to evaluate the requirements of IFRS 16 and the impact on the consolidated financial statements.



IFRIC 22, Foreign currency transactions and Advance
consideration: On December 8, 2016, the International Accounting Standards Board (IASB) issued IFRS interpretation IFRIC 22, Foreign
currency transactions and Advance consideration which clarifies the date of the transaction for the purpose of determining the
exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance
consideration in a foreign currency. The effective date for adoption of IFRIC 22 is annual reporting periods beginning on or after
January 1, 2018, though early adoption is permitted. The Group is currently evaluating the effect of IFRIC 22 on the consolidated
financial statements.



IFRIC 23, Uncertainty over Income Tax Treatments: In
June 2017, the International Accounting Standards Board (IASB) issued IFRS interpretation IFRIC 23 — Uncertainty over Income
Tax Treatments which is to be applied while performing the determination of taxable profit (or loss), tax bases, unused tax losses,
unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12. According to IFRIC 23, companies
need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that
the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount
or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax
credits and tax rates.



The standard permits two possible methods of transition:

| | • | Full retrospective approach – Under this approach, IFRIC 23 will be applied retrospectively to each prior reporting period
presented in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Retrospectively with cumulative effect of initially applying IFRIC 23 recognized by adjusting equity on initial application,
without adjusting comparatives
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



The effective date for adoption of IFRIC 23 is annual
periods beginning on or after January 1, 2019, though early adoption is permitted. The Group does not believe that this amendment
will have a material impact on its consolidated financial statements.



Amendments to IAS 7, Statement of cash flows: In January 2016, the International Accounting Standards Board
issued the amendments to IAS 7, requiring the entities to provide disclosures that enable users of financial statements to evaluate
changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes,
suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising
from financing activities, to meet the disclosure requirement. The effective date for adoption of the amendments to IAS 7 is annual
reporting periods beginning on or after January 1, 2017, though early adoption is permitted. The
Group does not believe that this amendment will have a material impact on its consolidated financial statements.



Amendments to IFRS 2, Share-based payment: In June
2016, the International Accounting Standards Board issued the amendments to IFRS 2, providing specific guidance for measurement
of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding
taxes. It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled
awards. Market-based performance conditions and non-vesting conditions are reflected in the ‘fair values’, but non-market
performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest. Also,
the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified with the
result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date
of the modification. Further, the amendment requires the award that includes a net settlement feature in respect of withholding
taxes to be treated as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an
equity settlement. The effective date for adoption of the amendments to IFRS 2 is annual reporting periods beginning on or after
January 1, 2018, though early adoption is permitted. The Group does not believe that this amendment will have a material impact
on its consolidated financial statements.





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