Your Board of Directors are pleased to present 31^st Annual Report of Eros International Media Limited (hereinafter referred to
as "the Company") covering the business, operations and Audited Financial Statements of the Company for the financial year
ended 31 March 2025.

1. FINANCIAL RESULTS

The Financial Performance of your Company for the year ended 31 March 2025 is summarized below:

(' in Lakh)

2. FINANCIAL PERFORMANCE

On a consolidated basis, the Company has recorded
revenues of ' 31,650 Lakh which is increased by 67%%
as compared to previous year of ' 18,941 Lakh. The
profit before tax amounted to ' 11,892 Lakh as against
previous year loss of ' 40,525 Lakh. The profit after tax
attributable to equity shareholders was ' 11,502 Lakh
as compared to previous year’s loss of ' 41,603 Lakh.
Diluted EPS increased to ' 11.99 as compared to
previous year ' (43.37).

On standalone basis, the Company has recorded
lower revenues of ' 15,894 Lakh which was lower by
57.59% as compared to previous year of ' 19,142
Lakh. However, for current financial year, the loss before
tax amounted to ' 672 Lakh as against loss in the
previous year of ' 47,094 Lakh. The loss after tax stood
at ' 1,013Lakh as compared to previous year loss of
' 47,973 Lakh. Diluted EPS decreased to ' (1.06) as
compared to previous year ' (50.02).

3. OPERATIONAL PERFORMANCE

We continue as a global company in the Indian film
entertainment industry that co-produces, acquires and
distributes Indian language films in multiple formats
worldwide. We have a multiplatform business model and
derive revenues from multiple distribution channels.

Our content strategy leverages on multi-verse unique
IP development, high concept, new talent films,
franchises and multilanguage co-productions. The
Indian audience’s propensity to consume content in
local language has been increasing, and in recent
times regional films are breaking language barriers as
they cross over with dubbed versions to other markets
especially the Hindi market. The regional industry also
has strong releases in the next year and the market is
only expected to expand further.

Our Company’s key asset is a film library of over huge
number of films. In an effort to reach a wide range of
audiences, we maintain rights to a diverse portfolio
of films spanning various genres, generations and
languages. These include rights to films in Hindi and
several regional languages, Tamil, Telugu, Kannada,
Marathi, Gujarati, Bengali, Malayalam and Punjabi.
We have strong operational focus in syndication and
monetization of these film and Music Rights as part of
our business development and operations.

Key highlights of above transaction are as follows:

• Strong near-term revenue growth and significant
reduction in net debt.

• Market Opportunities with large Content library and
two main verticals: Studio, Digital and Music.

Financial Results have been delayed for F.Y 2024¬
25 as we were facing some unprecedented technical
difficulties with our financial accounting system. As a
result of the same, our staff and statutory auditors are
incapacitated and unable to generate the requisite
information for finalization of accounts within the
stipulated timelines. This resulted in suspension of
trading w.e.f. 13th December 2024.

4. DIVIDEND

In view of losses, your Directors do not recommend any
dividend to it’s members for the financial year 2024-25.

The Dividend Distribution policy adopted by the
Company in terms of SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). This Policy is uploaded on the
website of the Company at www.erosmediaworld.com.

5. RESERVES

The Company has not transferred any amount to the
general reserve during the current financial year.

6. EMPLOYEES’ STOCK OPTION SCHEME

During the year under review, there have been no grants
made by the Company to any of the eligible employees
of the Company.

During the year under consideration no ESOP’s were
granted to any of the employees.

The statutory disclosures as mandated under the
Act and SBEB&SE Regulation and a certificate from
Secretarial Auditors, confirming implementation of the
Scheme in accordance with SBEB&SE Regulations
and shareholder’s resolution have been hosted on the
website of the Company at www.erosmediaworld.com.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on 31 March 2025, the Company has 9 subsidiaries.
There has been no material change in the nature
of the business of the Company and its subsidiaries.
Pursuant to the provisions of Section 1 29(3) of the Act,
read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing salient features of the
financial statements of the Company’s subsidiaries and
joint venture, its performance and financial position is
provided in the prescribed Form AOC-1 attached to this
Report as Annexure A.

None of the subsidiary companies except Copsale
Limited (a British Virgin Island Company) are material
subsidiary in terms of Regulation 16(c) of the SEBI
Listing Regulations (as amended) and in accordance
with Company’s policy on "Determination of material
subsidiaries", which is uploaded on the website of the
Company at www.erosmediaworld.com.

In accordance with Section 136 of the Act, the financial
statements of the subsidiary companies are available for
inspection by the members at the Registered Office of
the Company during business hours on all days except
Saturdays, Sundays and public holidays between 11:00

a.m. to 1:00 p.m. up to the date of the AGM of the
Company. Any member desirous of obtaining a copy of
the said financial statements may write to the Company

Secretary at the Registered Office of the Company.

The financial statements including the consolidated
financial statements, financial statements of subsidiaries
and all other documents required to be attached to
this report have been uploaded on the website of the
Company at www.erosmediaworld.com.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As reported in the previous year, Mr. Dhirendra Swarup
(DIN: 02878434) ceased to be the Independent Director
of the Company w.e.f 27^th September, 2024. The
Board placed on record its gratitude for his valuable
contributions during his tenure as a Director of the
Company. Mr. Arun Pawar (DIN: 03628719) ceased
to be the Independent Director of the Company w.e.f
11^th February, 2025. The Board placed on record its
gratitude for his valuable contributions during his tenure
as a Director of the Company.

Mr. Sunil Lulla (DIN: 00243191) ceased to be the Vice
Chairman and Managing Director of the Company w.e.f
31 July, 2024. The Board placed on record its gratitude
for his valuable contributions during his tenure as a
Director of the Company.

In accordance with the provisions of Section 152(6)
of the Act and in terms of the Articles of Association
of the Company, Mr. Vijay Thaker, Executive Director
(DIN: 01867309) retires by rotation at the ensuing
AGM and being eligible, has offered himself for re¬
appointment.

As per the provisions of the Act, Independent Directors
have been appointed for a period of five (5) years
and shall not be liable to retire by rotation. All other
Directors, except Managing Director, are liable to retire
by rotation at the AGM of the Company.

The brief details of the Directors proposed to be
appointed/ reappointed as required under Secretarial
Standard 2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI
Listing Regulations is provided in the Notice convening
AGM of the Company.

All the Directors of the Company have confirmed that
they are not disqualified to act as Director in terms of
Section 164 of the Act.

As on the date of this Report, Mr. Pradeep Dwivedi,
Executive Director & CEO, Mr. Vijay Thaker, Executive
Director and Chief Finance Officer (CFO), Mr. Akshay
Atkulwar VP-Company Secretary & Compliance Officer
are the Key Managerial Personnel of your Company in
accordance with the provisions of Section 2(51), read
with Section 203 of the Act. Mr. Sunil Lulla resigned on
31^st July 2024.

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

All Independent Directors of the Company have given
requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as
laid down under Section 149(6) of the Act along with
Rules framed thereunder, Regulation 16(1) (b) of SEBI

Listing Regulations and have complied with the Code of
Conduct of the Company as applicable to the Board of
Directors and Senior Managers. In terms of Regulation
25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of
any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external
influence. The Company has received confirmation from
all the Independent Directors of their registration on
the Independent Directors Database maintained by the
Indian Institute of Corporate Affairs, in terms of Section
150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Board Meetings conducted during the year

The Board met Five (4) times during the financial year
under review, the details of which are given in the
Corporate Governance Report that forms part of this
Report.

Constitution of various Committees

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

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Management Committee

Details of each of the Committees stating their
respective composition, terms of reference and others
are uploaded on our website at www.erosmediaworld.
com and are stated in brief in the Corporate
Governance Report attached to and forming part of this
Report.

SEBI Show Cause Matter

The Company received an Interim Ex-Parte Order dated
June 22, 2023, from the Securities and Exchange Board
of India ("SEBI") ("Interim Ex-Parte Order") levelling
certain allegations and imposing certain restrictions on
the company and some of its Directors. The company
filed an appeal against the Interim Ex-Parte Order
before the Securities Appellate Tribunal ("Hon’ble SAT")
and by an order dated August 22, 2023, the Hon’ble
SAT without going into the merits of the said appeal
directed the company to file its reply along with an
application for vacating the Interim Ex-Parte Order
before SEBI. The company filed its reply as per the
directions of the Hon’ble SAT On October 13, 2023,
SEBI passed an order confirming the Interim Ex-Parte
Order ("Confirmatory Order"). The Confirmatory Order
also stipulated that the investigation by SEBI shall be
completed within a period of 6 months from the date of
the Confirmatory Order.

On November 27, 2023, the company filed an appeal
with the Hon’ble SAT against the Confirmatory Order
and sought stay of the implementation and enforcement
of the Confirmatory Order passed by SEBI as well
as seeking directions against SEBI from taking any
coercive steps against the company. On June 28, 2024,

the Hon’ble SAT disposed of company’s appeal by
directing SEBI to issue a show cause notice within an
outer period of 3 weeks and also directed adjudication
of the same within 5 months of the receipt of a reply
from the company. A Show Cause Notice dated July
16, 2024, was received by the company on July 18,
2024 ("SCN"). The company is seeking information,
clarifications and documents in relation to the SCN from
SEBI as well as exploring legal recourses available with
it against the SCN.

As on date, while the Company continues to comply
with the directions passed by SEBI in its Interim Ex-Parte
Order and Confirmatory Order, it has filed an appeal
before the Securities Appellate Tribunal (SAT) against
SEBI’s deliberate inaction with regard to disclosure of
materials relied on in the SCN on May 08, 2025. The
appeal was heard on June 24, 2025, wherein the
Hon’ble SAT ordered SEBI to file its reply within three
weeks and the Company to file a rejoinder within two
weeks thereafter. SEBI has filed its reply. The Company
is in process of filing rejoinder in next date of hearing.

Pending filing of the reply to the SCNs and finalization
of the proceedings, the impact, if any, on the financial
results for the period ended March 31, 2025, is
presently not ascertainable. While uncertainty exists
regarding outcome of the proceedings, the Company
after considering all available information and facts as of
date, has not identified the need for any adjustments.

Further to above, the search operations 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.

The Company continues to operate in the normal
course of business and shall continue to co-operate
with the authorities.

Annual Evaluation of Board, its Committees and
Individual Directors

The Company has devised a Policy for performance
evaluation of the Board, its Committees and other
individual Directors (including Independent Directors)
which includes criteria for Performance Evaluation of
the Non-Executive Directors and Executive Directors.
The evaluation process inter alia considers attendance
of Directors at Board and Committee Meetings,
acquaintance with business, communicating inter
se Board Members, effective participation, domain
knowledge, compliance with code of conduct, vision
and strategy, benchmarks established by global peers,
etc., which is in compliance with applicable laws,
regulations and guidelines.

The Board carried out annual evaluation of the
performance of the Board, its Committees and
Individual Directors and Chairman. The Chairman of
the respective Board Committees shared the report on
evaluation with the respective Committee Members.
The performance of each Committee was evaluated
by the Board, based on report on evaluation received
from respective Board Committees. The reports on
performance evaluation of the individual directors were
reviewed by the Chairman of the Board.

Familiarization Programme for Independent
Directors

Familiarization Programme for Independent Directors is
mentioned at length in Corporate Governance Report
attached to this Report and the details of the same have
also been disclosed on the website of the Company at
www.erosmediaworld.com.

Policy on appointment and remuneration and other
details of directors

The remuneration paid to the Directors is in line with
the Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Act and Regulation
19 of the SEBI Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof for
the time being in force).

The Company’s policy on directors’ appointment and
remuneration and other matters as provided in Section
178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms part of this Report.

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

On Standalone Financials:

9. AUDITORS & AUDITORS’ REPORT
Statutory Auditors

At the 28^th Annual General Meeting of the Company,
the Members approved the appointment of M/s.
Haribhakti & Co. LLP Chartered Accountants (Firm
Registration No. 103523W/W100048) as the Statutory
Auditors of the Company, to hold office for a period
of 5 (five) years from the 28^th Annual General Meeting
of the Company till the conclusion of the 33^rd Annual
General Meeting of the Company, in terms of the
applicable provisions of Section 139(1) of the Act
read with the Companies (Audit and Auditors) Rules,
2014.

Auditors’ Report

The report given by Haribhakti & Co. LLP, Chartered
Accountants, Statutory Auditors on financial
statements of the Company for FY25 is part of the
Annual Report. The Statutory Auditors have qualified
the Standalone and Consolidated Financials of
the Company in their Statutory Audit Report. The
explanations or comments by the Board on the
Statutory Audit qualifications pursuant to Section
134(3)(f) of the Act and SEBI Listing Regulations are
as follows:

On Consolidated Financials:

Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed C R Bhagwat & Associates, a firm
of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year
2024-25. The Secretarial Audit Report for the financial
year ended 31 March 2025 in the prescribed Form MR
- 3 is attached to this Report as Annexure C, which is
self-explanatory.

Internal Auditor

The Company has appointed M/s. Patni Mandhana &
Associates as the Internal Auditor of the Company.

Reporting of frauds by Auditors

During the year under review, neither the Statutory
Auditor nor the Secretarial Auditor has reported to the
Audit Committee under Section 143(12) of the Act any
instances of fraud committed against the Company by
its officers or employees.

10. PARTICULARS OF EMPLOYEES

The requisite disclosures in terms of the provisions
of Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 along with statement
showing names and other particulars of employees
drawing remuneration in excess of the limits prescribed
under the said Rules is attached to this Report as
Annexure D.

11. LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made or
guarantees given or security provided by the Company
as required under Section 186(4) of the Act and the
SEBI Listing Regulations are contained in Notes to
the Standalone Financial Statements of the Company
forming part of this Annual Report.

12. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing
Regulations, your Company has formulated policy on
Related Party Transactions duly approved by the Board,
which is also available on the Company’s website
at www.erosmediaworld.com. The Policy intends to
ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the
Company and Related Parties.

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties
were on an arm’s length basis, in the ordinary course
of business and in compliance with the applicable
provisions of the Act and SEBI Listing Regulations. Prior
omnibus approval had been obtained for the transaction
which are foreseeable and repetitive in nature and such
transactions are reported on a quarterly basis for review
by the Audit Committee as well as the Board.

Pursuant to Section 134 of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, the particulars
of contracts/ arrangements/transactions entered into
with related parties during the financial year 2024-25 in
terms of Section 188(1) of the Act and applicable Rules
made thereunder, in the prescribed Form AOC-2 is
attached to this Report as Annexure E.

All other contracts/arrangements/transactions with
related parties, are in the usual course of business and
at arm’s length basis and stated in Notes to Accounts
to the Financial Statements of the Company forming
part of this Annual Report.

13. WHISTLE BLOWER / VIGIL MECHANISM

Your Company promotes ethical behavior in all its
business activities and your Company has adopted
a Policy on Vigil Mechanism and Whistle Blower in
terms of Section 177(9) and Section 177(10) of the Act
and Regulation 22 of the SEBI Listing Regulations for
receiving and redressing complaints from employees,

directors and other stakeholders to report concerns
about unethical behaviour, actual or suspected fraud.

The Policy is appropriately communicated within the
Company across all levels and has been displayed on
the Company’s intranet for its employees and website at
www.erosmediaworld.com for stakeholders.

Protected disclosures are made by a whistle
blower in writing to the Ombudsman on Email ID
at whistleblower@erosintl.com and under the said
mechanism, no person has been denied direct access
to the Chairperson of the Audit Committee. The Audit
Committee and Stakeholders Relationship Committee
periodically reviews the functioning of this Mechanism.

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

Your Company has in place a formal policy for
prevention of sexual harassment of its employees
at workplace and the Company has complied with
provisions relating to the constitution of Internal
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company conduct, from time to time, the
awareness sessions on prevention of sexual harassment
at workplace for its employees.

During the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,

2013. Furthermore, there was no pending compliant/
case at the beginning as well as ending of financial
year.

15. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,

2014, the Annual Return for FY 2024-25 be uploaded on
the website of the Company and the same available on
www.erosmediaworld.com.

16. INSURANCE

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

17. DEPOSITS

During the year under review, the Company has not
accepted any deposit within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force).

18. DIRECTORS’ RESPONSIBILITY STATEMENT

According to Section 134(5) of the Act, the Board to the
best of their knowledge and based on the information
and explanations received from your Company, confirms
that:

a. the applicable Accounting Standards had been
followed in the preparation of the annual accounts
along with proper explanation relating to material
departures;

b. such accounting policies have been selected and

applied consistently and such judgments and
estimates have been made that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period;

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

d. the annual accounts have been prepared on a
going concern basis;

e. the proper internal financial controls were in
place and that such internal financial controls are
adequate and were operating effectively; and

f. the system to ensure compliance with the
provisions of all applicable laws were in place and
that such systems were adequate and operating
effectively.

19. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE

Your Company is into the business of production,
acquisitions, marketing and distributions of
cinematograph films. Since this business does not
involve any manufacturing activity, the information
required to be provided under Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules,
2014, are not applicable to the Company. However, the
Company has been continuously and extensively using
technology in its business operations.

The particulars of foreign currency earnings and outgo
are as under:

20. INTERNAL FINANCIAL CONTROLS

Your Company maintains adequate and effective internal
control systems which commensurate with the nature,
size and complexity of its business and ensure orderly
and efficient conduct of the business. The internal
control systems of the Company are routinely tested
and verified by Internal Auditors and significant audit
observations and follow-up actions are reported to the
Audit Committee. The Audit Committee reviews the
adequacy and effectiveness of the Company’s internal
control requirement and monitors the implementation of
audit recommendations.

21. CORPORATE GOVERNANCE

Your Company has been practicing the principles of
good Corporate Governance over the years and it is a
continuous and ongoing process. A detailed Report
on Corporate Governance practices followed by your
Company, in terms of the SEBI Listing Regulations

together with a Certificate from the Secretarial Auditor
confirming compliance with the conditions of Corporate
Governance are provided separately in this Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Regulation 34 and Schedule V of the SEBI
Listing Regulations, Management Discussion and
Analysis Report is presented in separate sections
forming part of this Annual Report.

23. CORPORATE SOCIAL RESPONSIBILTY

The disclosures on Corporate Social Responsibility
activities, as required under Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are
reported in Annexure F forming part of this Report and
is also available on the website of the Company at www.
erosmediaworld.com.

24. RISK MANAGEMENT

The Audit Committee of the Board has been vested
with powers and functions relating to Risk Management,
which inter alia includes (a) review of risk management
policies and business processes to ensure that the
business processes adopted and transactions entered
into by the Company are designed to identify and
mitigate potential risk; (b) laying down procedures
relating to Risk assessment and minimization.

The objective of the risk management framework is to
enable and support achievement of business objectives
through risk intelligent assessment while also placing
significant focus on constantly identifying and mitigating
risks within the business. Further details on the
Company’s risk management framework is provided in
the Management Discussion and Analysis report.

25. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and
commitments, affecting the financial position of the
Company which have occurred between the end of the
financial year of the Company to which the financial
statements relate and till the date of this Report.

26. DETAILS OF SIGNIFICANT/MATERIAL ORDERS
PASSED BY THE REGULATORS / COURTS

There have been no significant and material orders
passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company’s
operations in future.

27. OTHER DISCLOSURES

• As of March 31, 2025, a total of four (4) matters
were filed and/or pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
During the financial year, no matters were disposed
of, settled, or withdrawn. Subsequent to the end
of the financial year and up to the date of this
report, one (1) matter filed by the Company was
disposed of as withdrawn, with liberty to file a fresh
application before the appropriate forum. Further,
one (1) additional matter has been filed against the
Company under the Insolvency and Bankruptcy
Code, 2016 during the said period. The Company

is actively contesting and/or taking appropriate
steps to settle the pending matters in accordance
with legal advice.

• Your Company has devised proper systems to
ensure compliance with the provisions of all
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and
that such systems are adequate and operating
effectively.

• Your Company has not issued shares with
differential voting rights and sweat equity shares
during the year under review.

28. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to express

their sincere appreciation for support and co-operation

from the Banks, Financial Institutions, Members,
Vendors, Customers and all other business associates.
Your Directors sincerely appreciate the high degree of
professionalism, commitment and dedication displayed
by the employees at all levels. Your Directors also wish
to place on record their gratitude to all the stakeholders
for their continued support and confidence.

For and on behalf of the Board of Directors

Vijay Thaker Pradeep Dwivedi

Executive Director and Executive Director and

Chief Finance Officer (CFO) Chief Executive Officer (CEO)

DIN: 01867309 DIN: 07780146

Place: Mumbai

Date: 22^nd September 2025