Eros International Media Ltd Directors Report.

To the Members of

EROS INTERNATIONAL MEDIA LIMITED Report on the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Eros International Media Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss, including Other Comprehensive Income, Statement of changes in Equity and the Cash Flow Statement for the year then ended, and notes to the financial statements including a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") specified under Section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, its loss including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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 Auditors Responsibilities for the Audit of the 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 made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Material Uncertainty related to Going Concern

As stated in Note No.52 of the standalone financial statements, the economic uncertainty created by the novel coronavirus has resulted in significant business disruptions for film distributer and broadcasting companies. These conditions, along with other matter as set forth in the aforesaid note, indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern.

Our opinion is not modified in respect of this above matter.

Emphasis of Matter

We draw attention to Note No. 51(a) of the standalone financial statements, which describes the Companys management evaluation of Covid 19 impact on the future business operations and future cash flows of the Company and its consequential effects on the carrying value of assets as on March 31, 2021. In view of uncertain economic conditions, the Companys managements evaluation of impact on subsequent periods is highly dependent upon conditions as they evolve. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements:-

Key Audit Matters Revenue Recognition Response to Key Audit Matters
(Refer note 1 and para a of the significant accounting policies) Our audit procedures to assess the appropriateness of revenue recognised included and were not limited to following:
The Company recognize theatrical income, license Fees and distribution revenue, net of sales related taxes, when control of the underlying products have been transferred along with satisfaction of performance obligation.
Recognition of revenue is driven by specific terms of related contracts. The various streams of revenue, together with the level of judgement involved make its accounting treatment for revenue a significant matter for our audit. • Obtaining an understanding of an assessing the design, implementation and operating effectiveness of the Companys key internal controls over the revenue recognition process.
• Examination of significant contracts entered into close to year end to ensure revenue recognition is made in correct period.
• Testing a sample of contracts from various revenue streams by agreeing information back to contracts and proof of delivery or transmission as appropriate and ensure revenue recognition is in accordance with principles of Ind AS 115.
• Assessing the adequacy of Companys disclosure in accordance with requirements of Ind AS 115.
Content Advances (Refer note 4)
Company enters into agreements with production houses to develop future film content. Advances are given as per terms of agreements. Such content advances are monitored by management of the Company for recoverability and appropriate write offs are taken when film production does not seem viable and refund of advance is not probable basis management evaluation. The Content advances are transferred to film and rights at the point at which the content is first exploited. Our audit procedures with respect to content advance, delivery of the content and its impairment included and were not limited to following:
Provision is made as per provision policy in respect of content advances against which content has not been delivered by vendor within agreed timelines or where projects are at standstill / put on hold for substantial period of time. Because of the significance of content advances to the balance sheet and of the significant degree of management judgment involved in evaluating the adequacy of the allowance for content advances, we identified this area as key audit matter. • Obtaining an understanding of and assessing the design, implementation and operating effectiveness of the Companys key controls over the processes of authorisation of content advances and tracking of receipt of related content as per agreement.
• Examination of contracts on sample basis entered by the Company and agreeing with the schedule of content advance.
• Examination of the approvals of write off where amounts are not recoverable.
• Testing of the amounts transferred to film and rights account on sample basis on delivery of content by vendor.
• Circulating and obtaining independent confirmations from parties on the outstanding balances on sample basis. Testing the reconciliation, if any between the balances confirmed by party and balance in the books.
• Conducting discussion with the management and reviewing, on sample basis, the project status prepared by management for determining the adequacy of impairment provisions where balances are still pending to be adjusted against the content to be delivered by the party.
Amortization of Film and Content Rights (Refer note 1 and para c of the significant accounting policies)
The cost incurred on acquisition of film and content rights are amortized over the period. Company carries out stepped up amortization of film content, with higher amortization in year of film release and lower amortization in later periods as per the policy disclosed in significant accounting policy. Such amortization policy has been derived basis managements expectation of overall performance of films based on historical trends. Our audit procedures to test amortization/ impairment of film content included and were not limited to following:
The Company maintains detailed content wise information relating to historical trends and future benefits from content through theatrical sales, sale of satellite or television and other forms of monetisation of the content. Determination of amortization policy and assessing impairment of content asset involves significant judgement and estimates since it is dependent on various internal and external factors. • Assessing the design, implementation and operating effectiveness of the Companys key internal controls over the processes of maintenance and updation of master files containing data on the film rights carrying value and the related amortization computations thereof.
Because of the significance of the amortization of content and film rights to balance sheet together with the level of judgement involved make its accounting treatment a significant matter for our audit. • Testing, on sample basis, the mathematical accuracy of the acquisition cost of film and content rights, associated amortization charge and additions and disposals to third party supporting documents.
•" Discussing the expectations of the selected films and shows with key personnel, including those outside of finance, to ensure its consistency of expected performance with key assumptions.
• Determining the overall assumptions used by management for amortization policy is appropriate based on the expected utilisation of benefits of the underlying content.
• Assessing managements historical forecasting accuracy by comparing past assumptions to actual outcomes.
• The carrying value of the content and film cost were tested for impairment based on the valuation model. We tested the historical data used for valuation, challenged the terminal growth and discount rates used and considered the reasonableness of the sensitivity assessment applied.
Trade Receivables (Refer note 1 and para f of the significant accounting policies)
The Company is required to regularly assess the recoverability of its trade receivables. Management assesses the level of allowance for expected credit loss required at each reporting date after taking into account the ageing analysis of trade receivables and other historical and current factors specific to individual accounts. Our audit procedures to assess the recoverability of trade receivables included and were not limited to following:
The recoverability of trade receivables was significant to our audit because of the significance of trade receivables to balance sheet and involvement of significant degree of management judgement involved in evaluating the adequacy of the allowance for expected credit loss.
• Tested the accuracy of aging of trade receivables at year end on a sample basis.
• Assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of managements assessment with reference to the credit profile of the customers, historical payment pattern of customers, publicly available information and latest correspondence with customers related to the recoverability of outstanding amount and to consider if any additional provision should be made.
• Tested subsequent settlement of trade receivables after the balance sheet date on a sample basis, if any.
• Examination of the approvals of write off where amounts are not recoverable.
• Circulating and obtaining independent customers confirmation on the outstanding balances on sample basis. Testing the reconciliation, if any between the balances confirmed by customer and balance in the books on sample basis.
• In assessing the appropriateness of the overall provision for expected credit loss we considered the managements application of policy for recognizing provisions which included assessing whether the calculation was in accordance with IND AS 109 and comparing the Companys provisioning rates against historical collection data.
Related party Transactions (Refer Note 44)
The Company has undertaken transactions with its related parties in the ordinary course of business at arms length. Our procedures/ testing included the following:
These include transactions in the nature of investments, loans, sales etc. as disclosed in note 44 to the standalone Ind AS financial statements. • Obtained and read the Companys policies, processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosure of related party transactions.
Considering the significance of transactions with related parties and regulatory compliances thereon, related party transactions and its disclosure as set out in respective notes to the financial statements has been identified as key audit matter. • Read minutes of shareholder meetings, board meetings and minutes of meetings of those charged with governance in connection with Companys assessment of related party transactions being in the ordinary course of business at arms length;
• Tested, related party transactions with the underlying contracts, confirmation letters and other supporting documents;
• Agreed the related party information disclosed in the financial statements with the underlying supporting documents, on a sample basis.
• Also reviewed the assessment of the recoverability from the related parties based on groups cash flow plan prepared by the Management.

Information Other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditors report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information 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. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management Responsibility for the Standalone Financial Statements

The Companys 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 the Indian Accounting Standards ("Ind AS") specified 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 provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements 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 fair 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, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility

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 auditors 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 these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the 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 system 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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 period and are therefore the key audit matters. We describe these matters in our auditors 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 (Auditors 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 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 Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity 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 Ind AS specified under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended;

e) The matter described under Material Uncertainty Related to Going Concern paragraph above and under Qualified opinion paragraph in Annexure B to this report in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021, from being appointed as a director in terms of Section 164(2) of the Act;

g) 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". Our report expresses an qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting;

h) With respect to the other matters to be included in the Auditors 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 by the Company to its Executive Vice Chairman and Managing Director for the year ended March 31,2021 is in excess by 400 Lakhs vis-a-vis the limits specified in Section 197 of Act read with Schedule V thereto as the Company does not have profits. The Company has represented to us that it is in the process of complying with the prescribed statutory requirements to regularize such excess payments, including seeking approval of shareholders, as necessary.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rules 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 41 to the standalone 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.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Place- Mumbai Amit Chaturvedi
Date: 28th June, 2021 Partner
Membership No. 103141
UDIN:- 21103141AAAAOK7616

ANNEXURE "A" TO INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in Paragraph 1 under the heading of "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 in a phased periodical manner, 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:

The physical verification of inventory has been conducted at reasonable intervals by the Management during the year. (Films and Web Series where Company owns the rights are verified with reference to the title documents/ agreements). No differences were noticed on physical verification of inventory as compared to 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 companys 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 explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of the activities undertaken by the Company. 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 goods and service tax, employees state insurance, provident fund, income-tax, sales-tax, service tax, duty of customs, value added tax, cess and any other statutory dues as applicable to it have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. According to the information and explanations given to us, following are the undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2021 for a period of more than six months from the date of becoming payable:-

Sr. No. Name of the statute Nature of the dues Amount Rs. in lakhs Period to which the amount relates Due Date Date of Payment
1 Income Tax Act, 1961 Income tax 115 Assessment year 2016-17 31-03-2016 Unpaid
Interest on Income Tax 762 Assessment year 2016-17 31-03-2016 Unpaid
Income tax 18 Assessment year 2017-18 31-03-2017 Unpaid
Interest on Income Tax 1,647 Assessment year 2017-18 31-03-2017 Unpaid
Income tax 26 Assessment year 2018-19 31-03-2018 Unpaid
Interest on Income Tax 221 Assessment year 2018-19 31-03-2018 Unpaid
Income tax 3,446 Assessment year 2019-20 31-03-2019 Unpaid
Interest on Income Tax 3,314 Assessment year 2019-20 31-03-2019 Unpaid
2 Goods and Services Tax Interest on GST 54 For FY 2019-20 Various dates Unpaid
Act, 2017 Interest on GST 204 For FY 2018-19 Various dates Unpaid
Interest on GST 69 For FY 2017-18 Various dates Unpaid
3 Income Tax Act, 1961 Tax Deducted at Source 647 For FY 2020-21 Various dates Unpaid
Interest on TDS 120 For FY 2020-21 Various dates 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 following are the disputed amounts payable in respect of goods and service tax, income tax, sales tax, service tax, duty and cess as applicable to it, which have not been deposited on account of disputed matters pending before the appropriate authorities:-

Sr. No 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
1 Finance Act, 1994 Service Tax, Penalties and Interest 31,350 1,000 From FY 2009-10 to FY 2013-2014 Customs Excise and Service Tax Appellate Tribunal
13,331 - From FY 204-15 to June 2017 Office of Commissioner of CGST/ Central Excise
Reversal of CENVAT Credit 395 - From FY 2013-14 to June 2017 Office of Commissioner of CGST/ Central Excise
Non/Short Levy on Imports 69 - From F.Y2013-14 to F.Y2015-16 Office of Commissioner of CGST/ Central Excise
2 Income Tax Act, 1961 Income Tax 5 - AY 2014-15 Jurisdictional AO
60 - Various AY From 2012-13 to AY 2016-17 CIT (A)
3 - AY 2003-04 and AY 2004-05 Commissioner of Income Tax(Appeals)
37 - AY 2004-05 Bombay High Court
3 Maharashtra Value Added Tax, 2002/ Central Sales Tax Sales Tax 1,476 80 Various Years From FY 2005-06 to FY 2016-17 Joint Commissioner of sales tax (Appeals)

viii) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of loans or borrowings to banks and financial institutions as under:

Name of Bank/ Amount Rs. in lakhs
Financial Institution Principal* Interest*
Indian Overseas Bank 4,029 54
Punjab National Bank 3,985 142
Union Bank of India 3,314 4
IDBI Bank 1,333 73
Bank of Baroda 753 127
State Bank of India 429 75
Total 13,843* 476*

*These all dues are related to post December 24, 2020 to March 31,2021

One time restructuring under the Resolution Framework for COVID- 19 related stress was invoked on December 24, 2020 by company and consortium bankers. The plan was approved for implementation by companys bankers on June 22, 2021, due to which the debt liabilities that were due after cut-off date of January 1, 2021 till approval date, including the above referred dues are restructured for payment. (Also refer note 51(b) of the standalone financial statement).

Company did not have any borrowing from government 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 to the best of our information and according to explanation given to us, the remuneration paid by the Company to its Executive Vice Chairman and Managing Director for the year ended March 31,2021 is in excess by 400 Lakhs vis-a-vis the limits specified in Section 197 of Act read with Schedule V thereto as the Company does not have profits. The Company has represented to us that it is in the process of complying with the prescribed statutory requirements to regularize such excess payments, including seeking approval of shareholders, as necessary.

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) In our opinion and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or of fully or partly convertible debentures during the year and hence clause (xiv) of paragraph 3 of the Order is not applicable to the Company.

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) Based on information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Place- Mumbai Amit Chaturvedi
Date: 28th June, 2021 Partner
Membership No. 103141
UDIN:- 21103141AAAAOK7616

ANNEXURE "B" TO INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED

(Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements of our report of even date)

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of sub-section 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 March 31, 2021 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 Companys 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India CICAI"). 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 companys 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

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI 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 auditors judgment, including the assessment of the risks of material misstatement of the standalone 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 qualified opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys 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 standalone 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 Companys assets that could have a material effect on the standalone 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.

Qualified Opinion

According to the information and explanations given to us and based on our audit, we have identified material weakness as at March 31,2021 with regards advances given for content development which has remained under production for a substantial period of time. The controls over assessing the further development or alternative arrangements needs to be strengthen failing which the advances may be potentially not recovered and written off in future.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weakness described above on the achievement of the objective of the control criteria, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these Standalone Financial Statements and such internal financial controls over financial reporting with reference to these Standalone Financial Statements were operating effectively as at March 31,2021, 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 issued by ICAI.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2021 standalone financial statements of the Company, and the material weakness does not / do not affect our opinion on the standalone financial statements of the Company.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W/W100355
Amit Chaturvedi
Place- Mumbai Partner
Date: 28th June, 2021 Membership No. 103141
UDIN:- 21103141AAAAOK7616