DIRECTORS’ REPORT

TO,

THE MEMBERS,

The Board of Directors of your Company is pleased to present the 21st Annual Report of your Company along with the standalone and consolidated Audited Accounts for the financial year ended 31 March, 2015.

During the fiscal 2014-2015, your Company successfully released 64 films in multiple languages consisting of 44 Hindi films and 20 Tamil/Telugu films as against 69 films during FY 2014, which included 37 Hindi, 30 Tamil/Telugu and 2 other regional language films.

Of the Company's total release portfolio of 64 films during the year, major theatrical releases included 'Action Jackson', 'Tevar', 'NH10', 'Shamitabh', 'Badlapur', 'Lingaa (Multi-lingual), 'Kaththi' (Tamil), 'Aagadu' (Telugu), 'Mary Kom' (Overseas), 'Ek Villain' (Overseas), 'Kochadaiyaan' (Multi Lingual) amongst others.

During the fiscal, your Company significantly augmented its FY2015-2016 film slate with some impressive signings. The Company partnered with Salman Khan Films for the Global Distribution Rights of 'Bajrangi Bhaijaan' & 'Hero', acquired international rights of Excel Entertainment's eagerly awaited films 'Dil Dhadakne Do' & 'Bangistan' . Your Company signed an agreement with Viacom18 Motion Pictures for international distribution of four films: 'Mary Kom' (Released in FY15); 'Gabbar' (FY16); 'Golu Pappu' (FY16); & 'Santa Banta' (FY16).

The year gone by saw your Company's strategy of entry into Regional cinema pay-off well and contribute notably to the portfolio of releases. Building further on its regional footprint, the Company announced its entry into the Malayalam market by partnering with leading director Jeethu Joseph for 'Life of Josootty'.

In fiscal 2014-15, your Company launched a Motion Pictures Production Division, Trinity Pictures, which will be focusing on developing intellectual property in-house. While the Company's acquisition and co-production model fuel scalability and increased market share, the Trinity label will primarily focus on quality success rate and building franchises with lasting value, complementing our overall content strategy.

Your Company also enjoys a competitive advantage through its extensive film library comprising of 2,000+ films which include recent and classic titles across diverse genres, budgets and languages. There is also growing potential for the digital revenue through ErosNow, a dedicated online entertainment portal, ErosNow owned by the parent Eros International PLC, offers full length films, music videos, television and originals as it continues to expand its reach through various strategic collaborations. With improving internet connectivity in the coming years, supported by exponential growth expected in smartphone user base in India, appetite for on-the-go entertainment should increase significantly.

2. DIVIDEND

With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders.

3. RESERVES

No percentage of profits was transferred to General reserve as dividend was not recommended for the financial year 2014-2015.

4. RESULTS OF OPERATIONS Consolidated

In the financial year 2014-2015, the Company recorded consolidated revenue of Rs. 144,103 lacs as against Rs. 113,964 lacs in the previous financial year, registering a growth of 26.45 %. The earnings before interest and tax (EBIT) increased by 20.63 % to Rs. 36,155 lacs as compared to Rs. 29,971 lacs in previous year. The Profit after tax (after minority interest) (PAT) at Rs. 24,706 lacs was higher by 23.72 % over last year (Rs. 19,969 lacs in FY 2013-2014). Diluted EPS increased by 22.19 % to Rs. 26.43 as compared to Rs. 21.63 in financial year 2013-14.

Standalone

On standalone basis, the revenues from operations for the financial year 2014-2015 stood at Rs. 109,071 lacs which was higher by 26.93% as compared to previous year which was Rs. 85,929 lacs. The earnings before interest and tax (EBIT) increased by 8.47 % to Rs. 23,631 lacs as compared to Rs. 21,785 lacs in previous year. The Profit after tax (PAT) at Rs. 12,419 lacs was higher by 9.26% over last year (Rs.11,367 lacs in FY 2013­2014). Diluted EPS decreased by 7.88 % to Rs. 13.28 as compared to Rs. 12.31 in financial year 2013-14.

5. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March, 2015, the Company had 13 subsidiaries (comprising of 8 direct subsidiaries and 5 indirect subsidiaries) as listed below: © Eros International Films Private Limited (Direct Subsidiary)

• Big Screen Entertainment Private Limited (Direct Subsidiary)

• E M Publishing Private Limited (Direct Subsidiary)

• EyeQube Studios Private Limited (Direct Subsidiary)

• Eros Animation Private Limited (Direct Subsidiary)

• Colour Yellow Productions Private Limited (Direct Subsidiary)*

• Digicine PTE Limited (Direct Subsidiary)

• Copsale Limited (Direct Subsidiary)

• Ayngaran International Limited (Indirect Subsidiary)

• Ayngaran International UK Limited (Indirect Subsidiary)

• Ayngaran International Mauritius Limited (Indirect Subsidiary)

• Ayngaran International Media Private Limited (Indirect Subsidiary)

• Ayngaran Anak Media Private Limited (Indirect Subsidiary)

*During the year, your Company acquired 50% stake in Colour Yellow Productions Private Limited and holds majority of the control of Board of Directors.

Further, during the year, the Company had placed a proposal to the shareholder for acquisition of 100% stake of Universal Power Systems Private Limited from its existing promoters and shareholders, who approved the same, vide Postal Ballot results dated 26 March, 2015. The acquisition procedure shall commence on receipt of approval from Foreign Investment Promotion Board (FIPB) for making downstream investment.

The Company's Policy for determining material subsidiaries is available on the Company's website on the following link viz. <http://www.erosintl.com/EROS/> media/Images/Policy-on-Determination-of-Material-Subsidiary.pdf. None of the subsidiary companies is material non-listed Indian subsidiary as per Clause 49 (V) of the Listing Agreement. Further, there are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries.

The financial statements of all the subsidiary companies as on 31 March, 2015, forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 and the same are prepared in accordance with applicable accounting standards. The financial statements, both standalone and consolidated, are prepared in accordance with applicable accounting standards and as per Schedule III of the Companies Act, 2013 and applicable rules thereto.

In addition to the consolidated financial statements, a detailed financial statement containing the salient features of the financial statement of each of the subsidiary companies as included in the consolidation of financial statements as on 31 March, 2015 is annexed herewith as Annexure A (AOC 1) and forms part of this Report.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Corporate Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of your Company.

As required by the Act, the financial statements of the Company including consolidated financial statements alongwith relevant documents and separate audited accounts in respect of each of the subsidiaries are made available on the website of the Company.

DIRECTORS

In compliance with Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification  of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, the shareholders of the Company at their meeting held on 25 September, 2014 approved the appointments of Mr. Naresh Chandra, Mr. Dhirendra Swarup and Dr. Shankar Nath Acharya as Independent Directors of the Company for a first term of five years and to hold the office till the conclusion of Annual General Meeting to be held in the calendar year 2019.

At the said AGM, Mr. Kishore Lulla was re-appointed as an Executive Director of the Company, liable to retire by rotation, for a period of three (3) years commencing from 25 September, 2014 till 24, September 2017.

During the year, Mr. Vijay Ahuja, Executive Director of the Company was re-designated as Non-Executive Non Independent Director of Company w.e.f 13 February, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and applicable rules thereto, Ms. Jyoti Deshpande, Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Your Directors recommend her re-appointment for your approval.

The Board of Directors at their meeting held on 29 May, 2015, re-appointed Mr. Sunil Lulla as Executive Vice Chairman and Managing Director for another period of five years commencing from the end of the present tenure i.e. from 28 September, 2015 till 27 September, 2020, and have recommended the proposed re-appointment for approval of the shareholders. Your Directors recommend his re-appointment for your approval.

Dr. Shankar Nath Acharya, Non Executive Independent Director of the Company, tendered his resignation w.e.f. 30 April, 2015. The Board placed on record its deep appreciation for Dr. Shankar Nath Acharya and thanked him for his significant contributions and valuable guidance during his association with the Company.

Based on the application received from one of the member proposing the candidature of Mr. Rakesh Sood as Independent Director, the Board of Directors of the Company at their meeting held on 30 April, 2015, appointed Mr. Rakesh Sood as an Independent Additional Director w.e.f. 1 May, 2015, who shall hold his office till the next Annual General meeting. The proposed resolution for appointment of Mr. Rakesh Sood as Independent Director forms part of the Notice convening Annual General Meeting. Your Directors recommend his appointment for your approval.

Necessary disclosures/declarations, as per the Companies Act, 2013 and applicable rules thereto, are received from all the Directors seeking appointment/ re-appointment(s). As required under Clause 49 of the Listing Agreement entered with Stock Exchanges, the information including brief profile(s) of the Directors proposed for appointment/re-appointment(s) are mentioned at length in the explanatory statement annexed to the Notice convening the Twenty First Annual General Meeting.

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

All the Independent directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. Further, all the independent directors have affirmed that they have adhered and complied with the company's Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Companies Act, 2013.

Meetings conducted during the year

During the year under review, the Board met four (4) times in a year i.e. on 29 May, 2014, 14 August 2014, 12 November 2014 and 13 February, 2015, apart from one separate meeting of Independent Directors held on 25 September, 2014. The maximum time gap between any two meetings of the Board was not more than one hundred and twenty days as stipulated under the Listing Agreement entered with Stock Exchanges.

Constitution of various committees

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

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Management Committee

Details of each of the Committees stating the composition, terms of reference and others are covered at length in Corporate Governance Report attached to and forming part of this report.

Annual Evaluation of Board, Committees and individual Directors

In accordance with Board Performance Evaluation Policy of the Company, a formal annual evaluation was carried out by the Board of its own performance and that of its committees and individuals directors on rating sheet methodology and in accordance with the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under clause 49 of the Listing Agreement.

The performance evaluation was done in an independent and fair manner. Evaluators undertook the evaluation process which includes filing and deliberation of evaluation rating sheet followed by individual interviews and explanations. Results of all types of evaluation were consolidated in a report along with the final ratings. Evaluation reports, prepared by Nomination and Remuneration Committee, were tabled before the Board which was deliberated upon at its meeting.

Familiarization Programme for Independent Directors during the year

Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this report and the details of the same have also been disclosed on website of the Company and are available at the following link: <http://www.erosintl.com/> eros/media/images/videos/familiarization-programme-of-independent-directors.pdf.

7. KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company had appointed Mr. Sunil Lulla, Executive Vice Chairman and Managing Director, Mr. Kamal Kumar Jain, erstwhile Chief Financial Officer of the Company and Ms. Dimple Mehta, Company Secretary and Compliance Officer of the Company as Key Managerial Personnel in accordance with the provisions of Section 2(51), Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, Mr. Kamal Kumar Jain, Chief Financial Officer of the Company had resigned from his office as such w.e.f. 30 November, 2014 and a new Key Managerial Personnel Mr. Dinesh Modi was appointed by the Board of Directors in his place w.e.f. 25 November, 2014.

8. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

A detailed statement of disclosure required to be made in accordance with the Nomination and Remuneration Policy of the Company, disclosures as per Companies Act, 2013 and applicable rules thereto and Listing Agreement is attached as Annexure B hereto and forms part of this report.

9. EMPLOYEES' STOCK OPTION PLAN (ESOS)

The Nomination and Remuneration Committee of the Board of Directors, inter alia, administers and monitors the Employees Stock Option Scheme of the Company which was in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines').

Details of Scheme being implemented by the Company including the summary of information on the stock options provided by the Company is attached as Annexure C to this report and forms part of this report.

During the year, pursuant to the grants made to the employees under the Company's Employees Stock Option Scheme 2009, the employees had exercised 5,34,084 stock options against which equivalent number of shares were issued and allotted by the Company.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors of the Company had granted additional 6,91,961 stock options to its existing and new joinees during the financial year.

10. ISSUE OF EQUITY SHARES

Your Company issued and allotted 5,34,084 Equity shares of the Company against exercise of equal number of stock options pursuant to Eros Employee Stock Option Scheme 2009, thereby resulting in increase in the Company's paid up capital from Rs. 919,731,900 to Rs. 925,072,740 as on 31 March, 2015.

11. AUDITORS & AUDITORS' REPORT

M/s. Walker Chandiok & Co LLP, Chartered Accountants, were appointed as the statutory auditors of the Company by the shareholders at their meeting held on 25 September, 2014 for a period of three (3) years till the conclusion of 23rd Annual General Meeting to be held in 2017, subject to ratification of their appointment at every AGM.

Your director recommends that the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants, needs to be ratified at the Annual General Meeting. Your Company has received letters from M/s Walker Chandiok & Co LLP, Chartered Accountants to the effect that their appointment, if ratified, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Auditors of the Company.

M/s Walker Chandiok & Co LLP, Chartered Accountants, audited the financial statements of the Company, both standalone and consolidated and issued Auditors Report thereon. The auditors' report does not contain any qualifications, reservations or adverse remarks. The notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

12. SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed M/s Bankim Mehta & Associates, Practicing Company Secretaries (COP-8959) as the Secretarial Auditor for FY 2014-2015 whose report dated 29 May, 2015 is attached separately to this report as Annexure D.

The Secretarial Auditors' Report is unqualified and do not contain any adverse remarks. The Report is self explanatory and therefore do not call for any further clarifications under Section 204 of the Companies Act, 2013.

13. CREDIT RATING

During the year, Credit Analysis and Research Limited ("CARE") upgraded the Company's rating for its Long Term facilities from CARE A+ to CARE AA- and ratings for short term facilities were reaffirmed at CARE A1+. The rating for NCDs (that may be issued by the Company in future depending on various factors) was upgraded from CARE A+ to CARE AA- and the ratings for Commercial Papers (CPs) were reaffirmed at CARE A1+.

14. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 and the rules made thereunder, as amended, has been given in the Annexure E appended hereto and forms part of this report. The Company had 5 employees who were employed throughout the year and were in receipt of remuneration of more than Rs. 60 lacsper annum and 6 employee(s) were employed for part of the year and were in receipt of remuneration of more than Rs. 5 lacs per month.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments made /given by the Company in the year 2014 -2015 as per Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure F in Form AOC-2 and the same forms part of this report.

17. POLICY ON RELATED PARTY TRANSACTIONS

The Company has adopted a policy on Related Party Transaction and the same has been displayed on the Company's website: <http://www.erosintl.com/EROS/> media/Images/Policy-on-dealings-and-materiality-of-Related-Party-Transaction.pdf.

18. VIGIL MECHANISM

The Company has established a vigil mechanism for reporting of genuine concerns through Whistle Blower Policy of the Company. This Policy, inter alia, provides a direct access to the Chairman of Audit Committee of the Company on his dedicated email-ID whistleblower@ erosintl.com. The Whistle Blower Policy is posted on the Company's website at <http://www.erosintl.com/eros/> media/images/whistle-blower-policy.pdf.

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

Your Company has formulated and implemented Anti Sexual Harassment Policy in accordance with Section 21 and 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to protect the interest of women employees at workplace. The Committee comprising of executive director and senior executives of the Company has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Details of number of cases filed under Sexual Harassment and their disposal is as under:

Number of cases pending as on the beginning of Nil the financial year (1 April, 2014) Number of complaints filed during the year Nil Number of cases pending as on the end of the Nil financial year (31 March, 2015)

20. EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure G in the prescribed Form MGT-9, which forms part of this report.

21. INSURANCE

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

22. DEPOSITS, LOANS AND ADVANCES

Your Company has not accepted any Public Deposits falling within the purview of Section 73 of the Companies Act, 2013. As such, no amount on account of principal or interests on public deposits was outstanding, as on 31 March, 2015. The details of loans and advances, which are required to be disclosed in the Company's annual accounts, pursuant to Clause 32 of the Listing Agreement with the Stock Exchanges, are mentioned in Notes to accounts forming a part of this Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board confirms and submit the Director's Responsibility Statement stating that:

a. in the preparation of the annual accounts, the applicable accounting standards has been followed along with the proper explanation relating to material departures;

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

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

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such financials controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequately and operating effectively.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company has been continuously and extensively using technology in its operations.

25. INTERNAL AUDIT

The Company has developed stringent Internal Control systems in its various business processes, commensurate with the size and nature of its business. The Company has entrusted the internal audit to M/s. Ernst & Young LLP, Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisals of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

26. CORPORATE GOVERNANCE

The Company has been observing the best corporate governance practices on an on-going basis. A separate section on Corporate Governance and a Certificate from M/s. Bankim Mehta & Associates, Practicing Company Secretaries (Registration No COP- 8959/ Membership-7831) regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Corporate Governance Report annexed herewith.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per clause 49 of the Listing Agreement entered into with the stock exchanges, Management Discussion and Analysis Report is attached herewith and forms part of this report.

28. CORPORATE SOCIAL RESPONSIBILTY

The Board of Directors at its meeting held on 29 May 2014 approved the Corporate Social Responsibility Policy of the Company, which was duly reviewed and recommended by CSR Committee, in accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The thrust areas of CSR Policy, inter alia, are education and empowerment of women. Disclosures on CSR activities as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are reported in Annexure H forming part of this report and is also available on the website of the Company.

During the financial year 2014-2015, the Company spent a sum of Rs. 55 lacs only towards its CSR activities, out of total CSR amount of Rs. 3.58 crores (being 2% of average net profit of last three years) required to be spent in the entire financial year. As the Company is still in the process of identifying the right charitable trust/ societies to be associated with, in accordance with the CSR Policy of the Company, the Company ended up spending short on its CSR activities in FY 2014-2015.

29. RISK MANAGEMENT

The Board of Directors at its meeting held on 12 November, 2014 constituted the Risk Management (RM) Committee comprising of the Directors and executives as its Members and approved the Risk Management Policy. The Policy deals with the process which includes, inter alia, identification of elements of risk which in the opinion of the Board may threaten the existence of the Company, assessment thereof and minimisation procedures. The details about Risk Management Committee and its charter are available on the website of the Company on following link <http://> www.erosintl.com/EROS/media/Images/Charter-of-

Risk-management-Committee.pdf.

30. ACKNOWLEDGEMENTS

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

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

For and on behalf of Board of directors

Sunil Lulla  

Executive Vice and Managing Director

Jyoti Deshpande

Chairman Executive Director

Place: Mumbai

Date: 29 May, 2015