The Shareholders,
 
 Eros International Media Limited
 
 Mumbai
 
 The Directors have the pleasure of presenting the Eighteenth Annual
 Report of the Company for the Financial Year ending 31 March 2012.
 
 OVERVIEW
 
 Eros International Media Limited is a leading global Company in the
 Indian film entertainment industry that acquires co- produces and
 distributes Indian language films in multiple formats worldwide.
 
 FINANCIAL RESULTS
 
 The summary of standalone and consolidated operating results for the
 year and appropriation of divisible Profits is given below:
 
                                                    (Rs. in Lakhs)
 
                                         (Standalone)   (Consolidated)
 
 Particulars                        2011-12   2010-11  2011-12   2010-11
 
 Sales and other Income              82,132   48,589   96,318    71,592
 
 Profit Before tax                   17,258   10,246   21,225    15,188
 
 Provision before Tax                (6,279)  (3,290)  (6,314)   (3,367)
 
 Minority''s Interest                   -        -        (127)      (98)
 
 Net profit after Tax                10,979    6,956   14,784    11,724
 
 Add: Balance carried                16,034    9,078   28,365    16,642
 from Profit and Loss A/c
 
 Balance carried to the              27,013   16,034   43,149    28,365
 balance sheet
 
 The Company successfully released total of 77 films in Hindi and other
 regional languages reflecting its eminent position in the film industry.
 Out of the top ten box office Hindi films in India, four of them were
 Eros releases. Some of the major releases were Ra.One, Zindagi Na
 Milegi Doobara, Ready and Rockstar thus reiterating Eros leadership in
 the Indian Film Industry.
 
 Some of the regional language films released during the financial year
 were Velayudham, Mambattiyan, Engeyum Kadhal, Vedi, 3,
 Rajapattai, Nanban etc in Tamil; Dharti, Khushiyan in Punjabi
 and ''Moraya in Marathi.
 
 During the year, an online entertainment platform Eros Now was
 launched to offer digitised Bollywood film content.
 
 The Company was honoured with a Certificate of Excellence at the
 recently held Annual Inc. India Awards, a resource base for Indian
 Enterprise. A number of our film releases including
 
 Rockstar, Zindagi Na Milegi Doobara, Ra - One and others won nearly 50
 awards across a number of prestigious award ceremonies including
 Filmfare Awards, Screen Awards, Apsara Awards and Zee Cine Awards.
 
 A statement showing details of the current financial year utilisation of
 initial public offering proceeds, raised in October 2010, is given in
 the notes to accounts forming part of the Annual Report.
 
 During the financial year, a wholly owned subsidiary Company was
 incorporated in Singapore, namely, Digicine Pte Limited, on 30 March
 2012 with a main purpose of carrying on production and/or distribution
 of films, music, programmes, or any other intellectual property rights
 etc.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT In accordance with the listing
 agreement requirements, the Management Discussion & Analysis report is
 presented in a separate section forming part of the Annual Report.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 The Company has allotted 329,857 Equity Shares to the eligible
 employees pursuant to the Employees Stock Option Plan, 2009 (ESOP)
 for its employees and its Directors in the said Financial Year.
 
 The Information required to be disclosed in terms of the provisions of
 the SEBI (Employees Stock Option Scheme and Employee Stock Purchase
 Scheme) Guidelines, 1999) is enclosed to the report.
 
 DIVIDEND
 
 With a view to strengthen the financial position of the Company,
 Directors did not recommend any dividend for its equity shareholders.
 
 DIRECTORS
 
 Dr. Shankar Nath Acharya, Director of the Company, is liable to retire
 by rotation at the ensuing Annual General Meeting and being eligible
 has been proposed for re-appointment.
 
 The Employment Agreement entered into between the Company and Mr. Sunil
 Lulla will expire on 27 September 2012. Further, his term of
 appointment as an Executive Vice Chairman and Managing Director of the
 Company will expire on 10 February 2013 in accordance with the special
 resolution passed at the Extra Ordinary General Meeting of the Company
 held on 11 February 2010. The Board of Directors at their meeting held
 on 26 May 2012 have considered the renewal of the Employment Agreement
 and terms of his appointment as an Executive Vice Chairman and Managing
 Director of the Company for a further period of 3 years to be made
 effective from 28 September 2012, subject to approval of shareholders
 in the Annual General Meeting.
 
 As required under the Clause 49 of the Listing Agreement with the Stock
 Exchanges, the information on the particulars of the Directors proposed
 for appointment and/or reappointment has been given in the Notice of
 the Annual General Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT In terms of section 217(2AA) of the
 Companies Act, 1956, in relation to financial statements for the year
 2011-12, the Board of Directors state that:
 
 1 The applicable accounting standards have been followed in preparation
 of the financial statements and there are no material departures from
 the said standards;
 
 2 Reasonable and prudent accounting policies have been used in
 preparation of the financial statements and that they have been
 consistently applied, so as to give a true and fair view of the state
 of affairs of the Company as at 31 March 2012 and of the Profit for the
 year ended on that date;
 
 3 Proper and sufficient care has been taken for maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 4 The financial statements have been prepared on a going concern basis.
 
 PRESENTATION OF FINANCIAL STATEMENTS The Ministry of Corporate Affairs
 (MCA) vide notification dated 28 February 2011 amended the existing
 Schedule VI to the Companies Act, 1956. The revised Schedule VI is
 applicable from financial year commencing from 1 April 2011. The
 financial statements of your Company for the year ended 31 March 2012
 have been prepared in accordance with the revised Schedule VI and
 accordingly, the previous year''s figures have been reclassified/
 regrouped to conform to this year''s classification.
 
 CONSOLIDATED ACCOUNTS
 
 The Ministry of Corporate Affairs (MCA) by General Circular No.  2/2011
 dated 8 February 2011 had granted an exemption to companies from
 complying with Section 212 of the Companies Act, 1956 provided such
 companies fulfill conditions mentioned in the said circular. Accordingly,
 the Board of Directors of your Company at its meeting held on 26 May
 2012 approved the audited consolidated financial statements for the
 financial year 2011-12 in accordance with the Accounting Standard
 (AS-21) and other Accounting Standards issued by the Institute of
 Chartered Accountants of India as well as Clause 32 of the Listing
 Agreement, which include financial information of all its subsidiaries,
 and forms part of this report. The Consolidated Financial Statements of
 your Company for the financial year 2011-12, have been prepared in
 compliance with applicable Accounting Standards.
 
 The annual accounts and financial statements of the subsidiary companies
 of your Company and related detailed information shall be made
 available to members on request and are open for inspection at the
 Corporate Office of your Company during business hours on working days
 up to the date of Annual
 
 General Meeting. Your Company has complied with all the conditions as
 stated in the circular and accordingly has not attached the financial
 statements of its subsidiary companies for the financial year 2011-12. A
 statement of summarised financials of all subsidiaries of your Company
 pursuant to the circular issued by the Ministry of Corporate Affairs,
 forms part of this report.
 
 AUDITORS AND AUDITOR''S REPORT The Auditors, M/s Walker Chandiok & Co.,
 Chartered Accountants, Mumbai retire at the ensuing Annual General
 Meeting and are eligible for reappointment as Auditors. The Audit
 Committee in their meeting held on 26 May 2012 has recommended the
 re-appointment of M/s Walker Chandiok & Co., Chartered Accountants,
 Mumbai.
 
 The observations of the auditors'' in their report read with the
 relevant notes to accounts are self explanatory and do not require any
 further explanation.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under section 217(2A) of the Companies Act,
 1956, read with Companies (Particulars of Employees) Rules, 1975 is
 available for inspection at the Corporate Office of the Company. Any
 shareholder interested in obtaining the particulars may obtain it by
 writing to the Company Secretary and Compliance Officer of the Company
 at the Corporate Office of the Company.
 
 INSURANCE
 
 The Company''s property, equipments and stocks are adequately insured
 against major risks after taking into account all the relevant factors.
 
 CORPORATE GOVERNANCE
 
 As required by Clause 49 of the Listing Agreement, a separate report on
 Corporate Governance forms part of the Annual Report. As required by
 the listing agreement, a report from Mr. Suhas Ganpule, Practising
 Company Secretary, Mumbai is attached herewith.
 
 Further, a certificate duly signed by the Executive Vice Chairman and
 Managing Director and the Group Chief Financial Officer (India) on the
 financial statements of the Company for the year ended 31 March 2012 was
 submitted to the Board of Directors on 26 May 2012. This certificate is
 also attached to this report.
 
 FIXED DEPOSIT
 
 Your Company has not accepted any Fixed Deposits during the year
 2011-12 and there are no outstanding fixed deposits from the public as
 on 31 March 2012.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO Considering the business activities of the Company,
 information required under Section 217(1)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 is not applicable to the Company.
 
 Particulars of foreign currency earnings and outgo during the year are
 given in the notes to accounts forming part of the Annual Report.
 
 APPRECIATION AND ACKNOWLEDGEMENTS The Board of Directors take this
 opportunity to express their sincere appreciation for the support and
 the co-operation from the Banks, Financial Institutions, Shareholders,
 Vendors, Customers and all other business associates.
 
 The Board of Directors also put on record their sincere appreciation of
 the hard work and commitment put in by the management and employees of
 the Company and thanks them for another good year for the Company.
 
 For and on behalf of the Board of Directors
 
 Sunil Lulla
 Executive Vice Chairman and Managing Director
 
 Place: Mumbai
 
 Date: 26 May 2012