Auditor Report of Eros International Media Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Eros International Media Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the Statement of Cash Flows for the year then ended,
and notes to the standalone financial statements including
a summary of material accounting policy information and
other explanatory information ((hereinafter referred to as
"Standalone financial statements)".

In our opinion and to the best of our information and
according to the explanations given to us, except for the
possible effects of the matter(s) described in the Basis
for Qualified Opinion section of our report, the aforesaid
standalone financial statements give the information required
by the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India including
the Indian Accounting Standards ("Ind AS") prescribed under
section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, of the
state of affairs of the Company as at March 31, 2025, its
loss (including other comprehensive income), its changes in
equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to the following matters in the notes to the
standalone financial statements:

a) As As stated in Note 51 to the Statement, the
Company has long overdue trade receivables from
group entities, amounting to '' 15,189 Lakhs (net of
payable of '' 29,239 Lakhs) from Eros Worldwide FZE
(formerly known as Eros Worldwide FZ LLC) ("EWW"),
'' 7,448 Lakhs (net of payable of '' 329 Lakhs) from
Eros International Limited UK and '' 3,246 Lakhs from
Eros International USA Inc. As stated in the said note,
considering the financial position and performance
of the aforesaid entities, the Company has made
the overall provision of '' 25,884 Lakhs for net trade
receivables for expected credit loss during the year
ended March 31, 2025. Further, the Company has filed
application with Reserve Bank of India ("RBI") through
Authorized Dealers to condone the delay and not to
charge any fine or penalty for delay in realization of
outstanding export invoices as also setting off trade
payables against trade receivables and permit net
remittance due from EWW '' 15,189 Lakhs.

Pending outcome of the above, impact, if any, on
the Statement for the year ended March 31, 2025 is
currently not ascertainable.

b) i. As stated in Note 54 to the Statement, the Securities
and Exchange Board of India ("SEBI") has passed
Interim Ex-Parte order dated June 22, 2023 and
thereafter Confirmatory Order dated October 13, 2023
against which an appeal was filed by the Company
with Securities Appellate Tribunal ("SAT"), which was
disposed-off with the direction for SEBI to issue Show
Cause Notice ("SCN") and to complete investigation in
stipulated period of time. The Company is in the process
of responding to the SCN after seeking information
from SEBI. Content advances as on March 31, 2025

includes those given to certain parties and aggregating
to '' 1,01,628 Lakhs (? 3,316 Lakhs, net of impairment
and write-off) which are subject matter of scrutiny
and investigation by SEBI alongwith other matters as
mentioned in the aforesaid Confirmatory Order.

b) ii. As stated in Note 54 to the Statement, search
operations were carried out u/s 37(3) of Foreign
Exchange Management Act, 1999 at the Registered
Office of the Company by the Enforcement Directorate,
Mumbai, which ended on February 06, 2025.

Pending completion of proceedings and investigation,
we are unable to comment on the possible
consequential effects thereof, if any, on the Statement
for the year ended March 31, 2025.

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India ("ICAI") together with the ethical requirements that are
relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified
opinion on the standalone financial statements.

Material Uncertainty Related to Going Concern

We draw attention to Note 52 to the Standalone Financial
Statements, which indicates that the company has incurred
a net loss before tax of '' 674 Lakhs (after considering
other income as referred to in Note 52 of the Statement) for
the year ended March 31, 2025, its net worth has eroded
entirely. Further, its current liabilities exceeds current assets
as at the year end. These events or conditions, along with
other matters as set forth in Note 52, indicate that a material
uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern. The
assumption of going concern is dependent on the ability of
the Company to raise funds through monetization of its film/
music library rights as well as its noncore assets, mobilization
of additional funds through recovery of dues from its group
entities and other strategic initiatives. However, for the
reasons stated in the Note 52, the Statement has been
prepared on the basis of going concern.

Our opinion is not modified in respect of this matter

Key Audit Matters

Except for the matters described in the basis for Qualified
Opinion section and Material Uncertainty Related to Going
Concern section above, we have determined that there are
no other key audit matters to communicate in our report.

Other information

The Company’s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Director’s Report, but does not
include the standalone financial statements, consolidated
financial statements and our auditor’s report thereon. The
Director’s Report is expected to be made available to us after
the date of this auditor''s report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

When we read the Director’s report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and describe actions applicable in the applicable laws and
regulations.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance (including other comprehensive income),
changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including Ind AS prescribed under section 133 of the
Act, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board
of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of
Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors is also responsible for overseeing
the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of this standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to financial statements in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related
disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current year and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor’s Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of section 143(11) of the Act, we report
in "Annexure 1", a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent
applicable.

(2) As required by section 143(3) of the Act, we report that:

a. We have sought and except for the matters
described in the Basis for Qualified Opinion section
above, obtained all the information and explanations
which to the best of our knowledge and belief were
necessary for the purposes of our audit;

b. Except for the effects of the matters described in
the Basis for Qualified Opinion section above, in
our opinion, proper books of account as required
by law have been kept by the Company so far as
it appears from our examination of those books

except for use of audit trail feature which was not
enabled throughout the financial year and remained
non-operational for few months;

c. The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement
of Cash Flows dealt with by this report are in
agreement with the books of account;

d. Except for the effects of the matters described in
the Basis for Qualified Opinion section above, in
our opinion, the aforesaid standalone financial
statements comply with the Ind AS prescribed under
section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as
amended;

e. The matters described under the Basis for Qualified
Opinion and Material Uncertainty Related to Going
Concern section above, in our opinion, may have an
adverse effect on the functioning of the Company;

f. On the basis of the written representations received
from the directors as on March 31, 2025, and taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of section
164(2) of the Act except that in June 22, 2023, SEBI
issued an Ad Interim Ex-Parte order against the
Company and its directors. Consequential to the
order, one of the directors of the Company, Mr. Sunil
Arjan Lulla, is restricted from holding any directorial
positions in listed companies;

g. The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 2(b) above on reporting
under Section 143(3)(b) of the Act and paragraph
(2)(j)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014;

h. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
report in "Annexure 2";

i. With respect to the other matter to be included
in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid/ provided by the Company
to its Executive Vice Chairman & Managing
Director during the year is in excess of the limits
laid down under section 197 of the Act. Details of
remuneration paid in excess of the limit laid down
under this section are as given in Note 44 of the
standalone financial statements;

j. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:

(i) The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements - Refer Note
40 to the standalone financial statements on
Contingent Liabilities;

(ii) The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses;

(iii) There were no amounts which were required

to be transferred to the Investor Education and
Protection Fund by the Company;

(iv) (a) The Management has represented that,
to the best of its knowledge and belief,
other than as disclosed in the notes
to the accounts, no funds have been
advanced or loaned or invested (either
from borrowed funds or share premium
or any other sources or kind of funds) by
the Company to or in any other person(s)
or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(iv) (b) The management has represented that, to
the best of its knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or
otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(iv) (c) Based on the audit procedures that are

considered reasonable and appropriate in
the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.

(v) The Company has not declared nor paid any
dividend during the year. Hence, reporting the
compliance with section 123 of the Act is not
applicable.

(vi) Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its books
of account for the financial year ended March
31, 2025 which has a feature of recording
audit trail (edit log) facility and the same
has not operated throughout the year for all
relevant transactions recorded in the software.
Since the audit trail feature was not operated
throughout the year, we cannot comment
on the tampering of the said feature, if any.
In the circumstances, the audit trail has not
been preserved by the Company as per the
statutory requirements for record retention.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W / W100048

Sumant Sakhardande

Partner

Membership No. 034828

UDIN: 25034828BMNZLE6891

Place: Mumbai

Date: September 22, 2025

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Mar 31, 2018

Report on the Standalone financial statements

We have audited the accompanying standalone financial statements of Eros International Media Limited (“the Company”), which comprises the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including Other Comprehensive Income), cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (“Ind AS”) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs of the Company as at 31 March 2018 of its profit including Other Comprehensive Income, its cash flows and the changes in equity for the year ended on that date

Other Matters

The comparative financial information of the Company for the year ended 31 March 2017 prepared in accordance with Indian Accounting Standards, included in these Standalone Financial Statements, have been audited by the predecessor auditor. The report of the predecessor auditor on the comparative financial information expressed an unmodified opinion.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub Section (11) of Section 143 of the Act, we give in the “Annexure-A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act;

(e) On the basis of written representations received from the directors as on 31 March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018, from being appointed as a director in terms of Section 164 (2) of the Companies Act, 2013;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS standalone financial statements - Refer Note 40 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date

i. In respect of its Fixed Assets :

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management during the year by engaging the outside expert which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. According to the information and explanations given to us, the title deeds of all the immovable properties are held in the name of the Company.

ii. In respect of its Inventories:

According to the information and explanation given to us physical verification of inventories comprising of VCD/DVD/Audio CD have been conducted at reasonable intervals by the management, which in our opinion is reasonable, having regard to the size of the Company and nature of its inventories. No material discrepancies noticed on such verification of inventories as compared to the book records.

iii. In respect of loans, secured or unsecured, granted by the Company to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act:

a) In our opinion the terms and conditions of the grant of such loans are prima facie, not prejudicial to the Company’s interest.

b) The schedule of repayment of principal and interest has been stipulated wherein the principal and interest amounts are repayable on demand. Since the repayment of such loans has not been demanded, in our opinion, the repayment of the principal and interest amount is regular.

c) There is no overdue amount in respect of loans granted to such companies and firms.

iv. In respect of loans, investments, guarantees and security, the Company has complied with the provisions of Section 185 and 186 of the Act.

v. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Therefore, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi. To the best of our knowledge and as explained, The Central Government has not specified maintenance of cost records under sub Section (1) of Section 148 of the Act, in respect of Company’s products/services. Accordingly, the provision of clause 3(vi) of the order is not applicable.

vii. In respect of Statutory dues :

a. According to the records of the Company, Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, goods and service tax, duty of customs, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:-

Statement of arrears of statutory dues outstanding for more than six months:-

Name of the statute	Nature of the dues	Amount Rs. in Lakhs	Period to which the amount relates	Due Date	Date of Payment
Income Tax Act, 1961	Interest on Income Tax	450.33	Assessment Year 2016-17	31-03-2016	Unpaid
Income Tax Act, 1961	Self Assessment Tax	3,364.44	Assessment Year 2017-18	31-03-2017	Unpaid
Income Tax Act, 1961	Advance Income Tax	1,322.12	Assessment Year 2018-19	15-09-2017	Unpaid
Maharashtra Value Added Tax, 2002	Work Contract Tax	2.08	Assessment Year 2018-19	20-07-2017	Unpaid
Maharashtra Value Added Tax, 2002	Sales Tax	120.91	Financial year 2016-17	20-01-2017	Paid amounting to Rs. 76.30 Lakhs till date
Maharashtra Value Added Tax, 2002	Sales Tax	74.69	Financial Year 2016-17	20-04-2017	Paid amounting to Rs. 39.70 Lakhs till date
Maharashtra Value Added Tax, 2002	Sales Tax	27.97	Financial Year 2017-18	20-07-2017	Unpaid
Central Sales Tax Act, 1944	Central Sales Tax	3.89	Financial year 2016-17	20-01-2017	Unpaid
Central Sales Tax Act, 1944	Central Sales Tax	4.54	Financial year 2016-17	20-04-2017	Unpaid
Central Sales Tax Act, 1944	Central Sales Tax	5.62	Financial Year 2017-18	20-07-2017	Unpaid

b. On the basis of our examination of accounts and documents on records of the Company and information and explanations given to us upon enquires in this regard, the disputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Custom Duty and Excise Duty/Cess not deposited with the appropriate authorities are as under:

Statement of Disputed Dues:-

Name of the statute	Nature of the dues	Amount Rs. in Lakhs	Amount Paid under protest (Amount Rs. in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Finance Act, 1994	Service Tax, Penalties and Interest	31,810.63	1,000.00	Various Years From 2009-10 to 2016-2017	Assistant commissioner of sales tax (Appeals)
Income Tax Act, 1961	Income Tax	41.84		Various Assessment Years From 2003-04 to 2014-15	Commissioner of Income Tax (Appeal)
Income Tax Act, 1961	Income Tax	37.64	-	Assessment Year 2004-05	High Court
Maharashtra Value Added Tax, 2002	Sales Tax	2,002.69	26.10	Various Years From 2005-06 to 2013-14	Joint Commissioner of sales tax (Appeals)
Central Sales Tax Act, 1956	Sales Tax	170.34	2.00	Various Years From 2005-06 to 2013-14	Joint Commissioner of sales tax (Appeals)

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

ix. The Company has not raised money by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.

x. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion Company is not a Nidhi Company. Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. In respect of transactions with related parties:

In our opinion and according to the information and explanations given to us, all transactions with related parties are in compliance with Sections 177 and 188 of the Act and their details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

xiv. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under Section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.

xvi. To the best of our knowledge and as explained, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of SubSection 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the Internal Financial Control over financial reporting of Eros International Media Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year then ended.

Management Responsibility for the Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Chaturvedi & Shah

Chartered Accountants

Firm Registration No. 101720W

Sd/-

Amit Chaturvedi

Partner

Membership No. 103141

Mumbai

Dated : 23 May 2018

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Mar 31, 2017

Independent Auditor’s Report

To the Members of Eros International Media Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Eros International Media Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. I n our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2017, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

9. The Company had prepared separate sets of statutory financial statements for the year ended 31 March 2016 and 31 March 2015 in accordance with Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) on which we issued auditor’s reports to the shareholders of the Company dated 26 May 2016 and 29 May 2015 respectively. These financial statements have been adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have also been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, 11. Further to our comments in Annexure B, as required by Section 143(3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCOFR) of the Company as on 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 26 May 2017 as per Annexure B expressed an unqualified opinion;

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. the Company, as detailed in Note 40 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. the Company, as detailed in Note 47 to the standalone financial statements, has made requisite disclosures in these standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016. Based on the audit procedures performed and taking into consideration the information and explanations given to us, in our opinion, these are in accordance with the books of account maintained by the Company.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year by engaging the outside expert and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (which are included under the head ‘Property, plant and equipment’) are held in the name of the Company.

(ii) I n our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies and firms covered in the register maintained under Section 189 of the Act,

(a) I n our opinion the terms and conditions of the grant of such loans are prima facie, not prejudicial to the Company’s interests.

(b) t he schedule of repayment of principal and interest has been stipulated wherein the principal and interest amounts are repayable on demand. Since the repayment of such loans has not been demanded, in our opinion, the repayment of the principal and interest amount is regular.

(c) there is no overdue amount in respect of loans granted to such companies and firms.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company’s products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute	Nature of the dues	Amount in Period to which the amount lakhs (Rs,) relates	Due Date	Date of Payment
Income Tax Act, 1961	Self-assessment Tax	1,411.49 Assessment Year 2016-2017	31 March 2016	Unpaid
Income Tax Act, 1961	Advance Income Tax (Including interest)	2,281.55 Assessment Year 2017-2018	15 September 2016	Unpaid
Income Tax Act, 1961	Tax deducted at Source including interest	98.90 April - 2016	7 May 2016	Unpaid
Income Tax Act, 1961	Tax deducted at Source	60.06 May - 2016	7 June 2016	Unpaid
Income Tax Act, 1961	Tax deducted at Source	129.42 June - 2016	7 July 2016	Unpaid
Income Tax Act, 1961	Tax deducted at Source	336.92 July - 2016	7 August 2016	Unpaid
Income Tax Act, 1961	Tax deducted at Source	386.22 August - 2016	7 September 2016	Unpaid
Finance Act, 1994	Service Tax including interest	285.33 April -2016	6 May 2016	Unpaid
Finance Act, 1994	Service Tax including interest	410.82 May - 2016	6 June 2016	Unpaid
Finance Act, 1994	Service Tax including interest	1,338.13 August - 2016	6 September 2016	Unpaid
Finance Act, 1994	Service Tax including interest	1,607.17 October 2015 - March 2016	31 March 2016	Unpaid
Finance Act, 1994	Krishi Kalyan Cess including interest	47.76 August - 2016	6 September 2016	Unpaid
Finance Act, 1994	Swachh Bharat Cess including interest	121.64 April 2016 - August - 2016	6 September 2016	Unpaid

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount in lakhs (Rs,)	Amount paid under Protest (Rs,)	Period to which the amount relates	Forum where dispute is pending
Central Sales Tax Act, 1944	Sales tax	12.37	-	Financial Year 2005-06	Joint Commissioner of sales tax (Appeals)
Maharashtra Value Added Tax, 2002	Sales tax	0.70	-	Financial Year 2005-06	Joint Commissioner of sales tax (Appeals)
Central Sales Tax Act, 1944	Sales tax	13.33	-	Financial Year 2007-08	Joint Commissioner of sales tax (Appeals)
Maharashtra Value Added Tax, 2002	Sales tax	517.49	-	Financial Year 2007-08	Joint Commissioner of sales tax (Appeals)
Central Sales Tax Act, 1944	Sales tax	16.26	2.00	Financial Year 2008-09	Joint Commissioner of sales tax (Appeals)
Maharashtra Value Added Tax, 2002	Sales tax	284.62	15.00	Financial Year 2008-09	Joint Commissioner of sales tax (Appeals)
Maharashtra Value Added Tax, 2002	Sales tax	455.71	-	Financial Year 2009-10	Deputy Commissioner of sales tax (Appeals)
Central Sales Tax Act, 1944	Sales tax	15.56	-	Financial Year 2009-10	Deputy Commissioner of sales tax (Appeals)
Income tax Act, 1961	Income tax	2.01	-	Assessment Year 2003-04	Commissioner of Income Tax (Appeals)
Income tax Act, 1961	Income tax	37.64	-	Assessment Year 2004-05	High Court
Income tax Act, 1961	Income tax	17.11	-	Assessment Year 2012-13	Commissioner of Income Tax (Appeals)
Finance Act, 1994	Service Tax, penalties and interest	31,350.04	1,000.00	Financial Year 2009-10 to 2013-14	Assistant Commissioner of Sales tax (Appeals)
Finance Act, 1994	Service Tax	256.59	-	Financial Year from 2013-14 to 2015-16	Assistant Commissioner of Sales tax (Appeals)
Finance Act, 1994	Service Tax	204.00	-	Financial Year 2016-17	Assistant Commissioner of Sales tax (Appeals)

(viii) The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements, as required by the applicable Ind AS.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Independent Auditor’s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. I n conjunction with our audit of the standalone financial statements of Eros International Media Limited (“the Company”) as of and for the year ended 31 March 2017, we have audited the internal financial controls over financial reporting (IFCOFR) of the Company as of that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company’s business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s IFCOFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCOFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate IFCOFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCOFR and their operating effectiveness. Our audit of IFCOFR included obtaining an understanding of IFCOFR, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s IFCOFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A Company’s IFCOFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s IFCOFR includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of IFCOFR, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the IFCOFR to future periods are subject to the risk that IFCOFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. I n our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No.: 001076N/N500013

Per Adi P. Sethna

Place: Mumbai Partner

Date : 26 May 2017 Membership No: 108840

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Mar 31, 2016

1. We have audited the accompanying standalone financial statements of Eros International Media Limited ("the Company") which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. Further to our comments in annexure A, as required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2016 from being appointed as a director in terms of Section 164(2) of the Act;

f. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 27 May 2016 as per annexure B expressed an unqualified opinion.

g. with respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 21 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties are held in the name of the Company.

(ii) In our opinion, the management has conducted physical verification of inventory during the year and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies and firms covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company''s interest;

(b) the schedule of repayment of principal has been stipulated wherein the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, repayment of the principal amount is regular;

(c) there is no overdue amount in respect of loans granted to such companies, firms, or other parties.

(iv) In our opinion, Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii)(a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute Nature of the dues Amount (f in lakhs)

Income Tax Act, 1961 Self-assessment Tax 1,567.44 Income Tax Act, 1961 Advance Income Tax 723.91

Name of the Statute Period to which the amount Due Date Date of

relates Payment

Assessment Year 2015-2016 30 November 2015 Unpaid

Assessment Year 2016-2017 15 September 2015 Unpaid

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows: Statement of Disputed Dues

Name of the statute Nature of Amount

(Rs. in lakhs)

Central Sales Tax Act, 1944 Sales tax 12.37

Maharashtra Value Added Tax, 2002 Sales tax 0.70

Central Sales Tax Act, 1944 Sales tax 7.28

Maharashtra Value Added Tax, 2002 Sales tax 776.64

Central Sales Tax Act, 1944 Sales tax 16.26

Maharashtra Value Added Tax, 2002 Sales tax 284.62

Maharashtra Value Added Tax, 2002 Sales tax 455.70

Central Sales Tax Act, 1944 Sales tax 15.56

Income tax Act, 1961 Income tax 2.35

Income tax Act, 1961 Income tax 3.41

Income tax Act, 1961 Income tax 37.64

Income tax Act, 1961 Income tax 17.11

Finance Act,1994 Service Tax, 31,350.04

penalties and interest

Name of Statue Amount Period to which the amount Forum where dispute paid under relates is pending

Protest (Rs. in lakhs)

Central Sales Tax Act, 1994 - Financial Year 2005-06 Joint Commissioner of sales tax (Appeals)

Maharashtra Value Adde Tax,2002 - Financial Year 2005-06 Joint Commissioner of sales tax (Appeals)

Central Sales Tax Act, 1944 - Financial Year 2007-08 Deputy Commissioner of sales tax (Appeals)

Maharashtra Value, Added Tax, 2002 - Financial Year 2007-08 Deputy Commissioner of sales tax (Appeals)

Central Sales Tax Act, 1944 2.00 Financial Year 2008-09 Joint Commissioner of sales tax (Appeals)

Maharashtra Value Added Tax, 2002 15.00 Financial Year 2008-09 Joint Commissioner of sales tax (Appeals)

Maharastra Value Added Tax, 2002 - Financial Year 2009-10 Deputy Commissioner of sales tax (Appeals)

Cental sales Tax Act, 1944 - Financial Year 2009-10 Deputy Commissioner of sales tax (Appeals)

Income Tax act, 1961 - Assessment Year 2002-03 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 - Assessment Year 2003-04 Commissioner of Income Tax (Appeals)

Income Tax Act, 1961 - Assessment Year 2004-05 High Court

Income Tax Act, 1961 - Assessment Year 2012-13 Commissioner of Income Tax (Appeals)

Finance Act, 1994 1,000.00 Financial Year 2009-10 to CESTAT 2013-14

(viii)The Company has not defaulted in repayment of loans or borrowings to any bank or financial institution or government during the year. The Company did not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purpose for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii)In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii)In our opinion, all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements, as required by the applicable accounting standards.

(xiv)During the year, the Company has made preferential allotment. In respect of the same, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

(Formerly Walker, Chandiok & Co)

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

per Adi P. Sethna

Place : Mumbai Partner

Date : 27 May 2016 Membership No.: 108840

---

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Eros International Media Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section164(2) of the Act;

f. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 21 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditor's Report of even date to the members of Eros International Media Limited, on the financial statements for the year ended 31 March 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies and firms covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount is regular; and

(b) there is no overdue amount in respect of loans granted to such companies and firms.

(iv) In our opinion, certain items purchased are of a specialized nature for which suitable alternative sources do not exist for comparative quotations. However, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of content, related consumables and fixed assets and for the sale of fixed assets, services and film rights. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company's products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) Except for undisputed statutory dues in respect of income tax and service tax, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable with the appropriate authorities. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount dues (Rs. in lakhs)

Finance Act, 1994 Service tax** 152.51

Period to which the Due Date Date of Payment amount relates

Financial Year 2010-11 Various dates Unpaid

** The Finance Act, 2010 levied service tax on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. In 2011, the Company filed a writ petition in Mumbai High Court challenging the constitutionally and the legality of this entry and received ad-interim protection and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.

(b) Dues outstanding in respect of income-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Nature of Amount Amount Paid statute dues (Rs. in lakhs) Under Protest (Rs. in lakhs)



Central Sales Tax Sales tax 28.63 - Act, 1944

Maharashtra Value Sales tax 285.06 - Added Tax, 2002

Income tax Act, 1961 Income tax 6.67 -

Income tax Act, 1961 Income tax 36.75 -

Name of the Period to which the Forum where dispute is statute amount relates pending

Central Sales Tax Financial Year Joint Commissioner of Act, 1944 2005-06 and 2008-09 sales tax (Appeals)

Maharashtra Value Financial Year Joint Commissioner of Added Tax, 2002 2005-06 and 2008-09 sales tax (Appeals)

Income tax Act, 1961 Assessment Year Commissioner of Income 2002-03 to 2004-05 Tax (Appeals)

Income tax Act, 1961 Assessment Year High Court 2004-05

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prims facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) As per the information and explanations given by the management, no material fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP (formerly known as Walker, Chandiok & Co) Chartered Accountants Firm Registration No: 001076N/N500013

per Adi P. Sethna Partner Membership No: 108840

Place : Mumbai Date : 29 May 2015

---

Mar 31, 2014

1. We have audited the accompanying financial statements of Eros International Media Limited, ("the Company"), which comprise the Balance Sheet as at 31 March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. The Company''s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors, as on 31 March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of Eros International Media Limited on the financial statements for the year ended 31 March 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed of during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to six parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 5,141.79 lacs and the year-end balance is Rs. 3,775.52 lacs.

(b) In respect of interest free loans granted, the principal amounts are repayable on demand, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company.

(c) In respect of interest free loans granted, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount is regular.

(d) There is no overdue amount in respect of loans granted to such companies or firms.

(e) The Company has taken unsecured loans from parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 3,456.12 lacs and the year-end balance is Rs. 1,256.17 lacs.

(f) In our opinion, for interest bearing loans, though terms of repayment have not been stipulated, rate of interest are not prima facie, prejudicial to the interest of the Company. In respect of interest free loans taken, the principal amounts are repayable on demand, hence, we are unable to comment as to whether the terms and conditions are prejudicial to the interest of the Company.

(g) In respect of loans taken, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, payment of the principal amount is regular.

(iv) In our opinion, certain items purchased are of a specialized nature for which suitable alternative sources do not exist for obtaining comparative quotations. However, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of content, related consumables and for the sale of fixed assets, services and film rights. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company''s products or services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Except for undisputed dues in respect of sales tax, income tax and service tax, the Company is generally regular in depositing undisputed statutory dues including provident fund, profession tax, investor education and protection fund, employees'' state insurance, wealth tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. Undisputed amounts which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount Period to which dues (Rs. in lacs) the amount relates

Maharashtra Value Sales tax on 2,566.02 Financial Year Added Tax Act, 2002 sale/ lease of 2006-07 to copyrights* 2011-12

Finance Act, 1994 Service Tax** 152.51 Financial Year 2010-2011

Income tax Act, 1961 Tax deducted 0.29 Financial Year at source 2013-2014

Name of the statute Due Date Date of Payment

Maharashtra Value Various dates Unpaid Added Tax Act, 2002

Finance Act, 1994 Various dates Unpaid

Income tax Act, 1961 Various dates Unpaid *The Company is of the opinion that there are no grounds for levying VAT on film distribution activity and the levy has been challenged by the entire film fraternity. This amount is inclusive of all unpaid VAT amounts, including those on theatrical distribution, which have not been provided for by the Company.

**The Finance Act 2010 levied service tax on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. In 2011, the Company filed a writ petition in Mumbai High Court challenging the constitutionality and the legality of this entry and received ad-interim protection and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which the the dues (Rs. in lacs) amount relates

Income tax Act, 1961 Income tax 53.04 Assessment Year 2002-03 to 2004-05

Income tax Act, 1961 Income tax 146.92 Assessment Year 2010-11

Central Sales Tax Sales tax 0.16 Financial Year Act, 1944 2004-05

Bombay Sales Tax Sales tax 71.51 Financial Year Act, 1959 2004-05

Name of the statute Forum where dispute is pending

Income tax Act, 1961 Appellate Tribunal

Income tax Act, 1961 Rectification application u/s 154 to Assistant Commissioner

Central Sales Tax Deputy Act, 1944 Commissioner of Sales tax (Appeals)

Bombay Sales Tax Deputy Act, 1959 Commissioner of Sales tax (Appeals)

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to any bank or financial institution during the year. The Company did not have any outstanding debentures during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) The Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii)In our opinion, no funds raised on short- term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, no material fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP (formerly known as Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N

per Khushroo B. Panthaky Partner Membership No.: F - 42423

Place : Mumbai Date : 29 May 2014

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Eros International Media Limited, ("the Company"), which comprise the Balance Sheet as at 31 March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and

5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Act; and

e. on the basis of written representations received from the directors, as on 31 March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors'' Report of even date to the members of Eros International Media Limited on the financial statements for the year ended 31 March 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has granted interest free advances to ten parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 7,111.29 lacs and the year-end balance is Rs. 5,292.48 lacs.

(b) In our opinion, the terms and conditions of such interest free advances are not, prima facie, prejudicial to the interest of the Company.

(c) The above interest free advances would be adjusted on the purchase of film rights or on completion of films as applicable, and in accordance with the terms and conditions stipulated in the agreement.

(d) The above interest free advances given by the Company, would be adjusted, on the purchase of film rights or on completion of films, as applicable, and therefore there are no amounts overdue in respect of advances as at the year end. Accordingly, the provisions of clause 4(iii)(d) of the Order are not applicable.

(e) The Company has taken interest free advances from three parties covered under the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 881.77 lacs and the year-end balance is Rs. 334.34 lacs.

(f) In our opinion, the terms and conditions of interest free advances taken by the Company are not, prima facie, prejudicial to the interest of the Company.

(g) Interest free advances would be adjusted against sale of film rights or on completion of films as applicable in accordance with the terms and conditions stipulated in the agreement.

(iv) In our opinion certain items purchased are of a special nature for which suitable alternative sources do not exist for obtaining comparative quotations. However there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company''s products/ services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales- tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof. which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of Nature of Amount the statute the dues (Rs. inlacs)

Maharashtra Value Added Tax Act, 2002 Value Added 148.00 Tax (Gross)

Maharashtra Value Added Tax Act, 2002 Value Added 808.87 Tax (Gross) *

Maharashtra Value Added Tax Act, 2002 Value Added 603.40 Tax (Gross) *

Maharashtra Value Added Tax Act, 2002 Value Added 411.82 Tax (Gross)

Maharashtra Value Added Tax Act, 2002 Value Added 378.85 Tax (Gross)

Maharashtra Value Added Tax Act, 2002 Value Added 200.08 Tax (Gross)

Income Tax Act, 1956 Advance Tax 1,612.80

Finance Act, 1994 Service Tax 152.51

Finance Act, 1994 Service Tax 0.06

Finance Act, 1994 Service Tax 1.74

Finance Act, 1994 Service Tax 0.30

Finance Act, 1994 Service Tax 1.40

Finance Act, 1994 Service Tax 1.12

Finance Act, 1994 Service Tax 0.20

Finance Act, 1994 Service Tax 0.25

Name Period to which the Due Date of amount relates Date Payment

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2011-12 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2010-11 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2009-10 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2008-09 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2007-08 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2006-07 dates Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2012-13 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2010-2011 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2007-2008 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2005-2006 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2004-2005 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2003-2004 dates

Maharashtra Value Added Tax Act, 2002 Financial Year Various Unpaid 2002-2003 dates

Finance Act, 1994 Financial Year Various Unpaid 2001-2002 dates

Finance Act, 1994 Financial Year Various Unpaid 2000-2001 dates

* In line with film industry consensus, the Company is of the opinion that there are no grounds for levying VAT on film distribution activity and hence no provision is made in the books of accounts for these years. The same is disclosed as

contingent liability under Notes to Accounts.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of Nature Amount the statute of dues (Rs. in lacs)

Income Tax Act, 1961 Income tax 47.26

Income Tax Act, 1961 Income tax 3.41

Income Tax Act, 1961 Income tax 2.36

Central Sales Tax Act, 1944 Sales tax 0.16

Bombay Sales Tax Act, 1959 Sales tax 71.51

Name Period to which the Forum where dispute amount relates is pending

Income Tax Act, 1961 Assessment Year 2004-05 Appellate Tribunal

Income Tax Act, 1961 Assessment Year 2003-04 Appellate Tribunal

Income Tax Act, 1961 Assessment Year 2002-03 Appellate Tribunal

Income Tax Act, 1961 Financial Year 2004-05 Deputy Commissioner of Sales tax (Appeals)

Income Tax Act, 1961 Financial Year 2004-05 Deputy Commissioner of Sales tax (Appeals)

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii)In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

per Khushroo B. Panthaky

Partner

Membership No.: F-42423

Mumbai

30 May 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Eros International Media Limited ('the Company'), as at 31 March 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act') , we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The financial statements dealt with by this report are in agreement with the books of account;

(d) On the basis of written representations received from the Directors, as on 31 March 2012 and taken on record by the Board of Directors, none of the Directors are disQualified as on 31 March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(e) In our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, in the case of:

(i) the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

(ii) the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT of even date to the members of Eros International Media Limited, on the financial statements for the year ended 31 March 2012 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit we report that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets

(c) In our opinion a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year except stocks lying with third parties. For stocks lying with third parties at the year-end written confirmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted interest free advances to nine parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 975,041,737 and the year-end balance is Rs. 338,072,454.

(b) In our opinion the terms and conditions of such interest free advances are not prima facie prejudicial to the interest of the Company.

(c) The above interest free advances would be adjusted on the purchase of film rights or on completion of films as applicable in accordance with the terms and conditions stipulated in the agreements.

(d) The above interest free advances given by the Company would be adjusted on the purchase of film rights or on completion of films as applicable and therefore there are no amounts overdue in respect of such advances as at the year end. Accordingly the provisions of the clause 4(iii)(d) of the Order are not applicable.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion certain items purchased are of a special nature for which suitable alternative sources do not exist for obtaining comparative quotations. However there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) Owing to the unique and specialised nature of the items involved and in the absence of any comparable prices we are unable to comment as to whether the transactions made in pursuance of such contracts or arrangements have been made at prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules 1975. Accordingly the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company's products/ services. Accordingly the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the Amount Period to which the dues (Rs.) amount relates

Maharashtra Value Value Added Tax 20,008,275 Financial Year 2006-07 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 37,885,034 Financial Year 2007-08 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 41,181,933 Financial Year 2008-09 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 19,571,429 Financial Year 2011-12 Added Tax Act 2002 (Gross)

Maharashtra Value Value Added Tax 60,339,793 Financial Year 2009-10 Added Tax Act 2002 (Gross) *

Maharashtra Value Value Added Tax 80,886,688 Financial Year 2010-11 Added Tax Act 2002 (Gross) *

Maharashtra Value Value Added Tax 714,709 Financial Year 2011-12 Added Tax Act 2002 (Gross) *

Income Tax Act 1956 Advance tax 111,740,609 Financial Year 2011-12

Finance Act 1994 Service Tax 24,942 Financial Year 2000-01

Finance Act 1994 Service Tax 19,839 Financial Year 2001-02

Finance Act 1994 Service Tax 111,864 Financial Year 2002-03

Finance Act 1994 Service Tax 140,359 Financial Year 2003-04

Finance Act 1994 Service Tax 29,805 Financial Year 2004-05

Finance Act 1994 Service Tax 173,869 Financial Year 2005-06

Finance Act 1994 Service Tax 6,381 Financial Year 2007-08

Finance Act 1994 Service Tax 15,251,487 Financial Year 2010-11

Name of the Statue Due Date Date of Payment

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Maharashtra Value Added Tax Act 2002 Various dates Unpaid

Income Tax Act 1956 15 June 2011 and Unpaid

Finance Act 1994 15 September 2011 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

Finance Act 1994 Various dates Unpaid

* In line with film industry consensus the Company is of the opinion that there are no grounds for levying VAT on film distribution activity and hence no provision is made in the books of accounts for these years. The same is disclosed as contingent liability under Notes to Accounts.

The liability for the current year shown under contingent liability is upto 30 April 2011 as with effect from 1 May 2011 MVAT liability on copyrights excludes those for distribution and exhibition of cinematographic films in theatres and cinema halls.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty ,wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of Amount Period to which the dues (Rs.) amount relates

Income Tax Act 1961 Income tax 4,726,197 Assessment Year 2004-05

Central Sales Tax Act Sales tax 16,344 Financial Year 2004-05 1944

Bombay Sales Tax Act Sales tax 7,151,245 Financial Year 2004-05 1959

Central Sales Tax Act Sales tax 1,645,507 Financial Year 2003-04 1944

Name of Statue Forum where dispute is pending

Income Tax Act 1961 Appellate Tribunal

Central Sales Tax Act 1944 Deputy Commissioner of Sales tax (Appeals)

Bombay Sales Tax Act 1959 Deputy Commissioner of Sales tax (Appeals)

Central Sales Tax Act 1944 Deputy Commissioner of Sales tax (Appeals)



Name of the statute Nature of Amount Period to which the dues (Rs.) amount relates



Bombay Sales Tax Act Sales tax 40,579,952 Financial Year 2003-04 1959

Central Sales Tax Act Sales tax 766,924 Financial Year 2002-03 1944

Bombay Sales Tax Act Sales tax 42,528,039 Financial Year 2002-03 1959

Central Sales Tax Act Sales tax 241,015 Financial Year 2001-02 1944

Bombay Sales Tax Act Sales tax 40,320,786 Financial Year 2001-02 1959

Bombay Sales Tax Act Sales tax 33,852,642 Financial Year 2000-01 1959



Name of Statue Forum where dispute is pending

Bombay Sales Tax Act Deputy Commissioner of Sales 1959 tax (Appeals)

Central Sales Tax Deputy Commissioner of Sales Act 1944 tax (Appeals)

Bombay Sales Tax Act Deputy Commissioner of Sales 1959 tax (Appeals)

Central Sales Tax Deputy Commissioner of Sales Act 1944 tax (Appeals)

Bombay Sales Tax Act Deputy Commissioner of Sales 1959 tax (Appeals)

Central Sales Tax Deputy Commissioner of Sales Act 1944 tax (Appeals)

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture-holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

per Khushroo B. Panthaky

Partner

Membership No: F-42423

Place: Mumbai

Date: 26 May 2012