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

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