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Corporate presentation June 2015

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Page 1: Eros the leading Indian film studioerosplc.com/wp-content/uploads/2014/12/Eros-Corporate-Presentation... · PAGE 4 Theatrical Television Digital and Ancillary Eros: A Multi-Platform

Corporate presentation

June 2015

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Eros the leading Indian film studio

1

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PAGE 2

Large content library of Indian language films, 3,000+, and music

Robust India macro landscape with highly attractive fundamentals

ErosNow strategically positioned to capture large digital opportunity in India

Eros: a media company transforming into a digital company

Executive Summary

Strong revenue growth and solid track record of profitability

4

5

3

2

A global leader in Indian film entertainment with strong box office market share 1

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Content is King

New film mix 65-70 films

each year

•Hindi

•Regional

language

•International

agreements

Co-production

3,000+ film library (1 year after Theatrical Release)

Acquisition Trinity

Pictures

Exclusive premiere window

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Theatrical

Television

Digital and Ancillary

Eros: A Multi-Platform Model

Leading player in a growing and underpenetrated cinema market

Eros has had an average 3 out of top 10 India Box Office hits for the past five years

Film pre-sales facilitated by long-standing Eros brand, reputation and industry relationships

Cable digitisation and rising Pay TV penetration drive market growth and demand for premium content

Eros film library of over 2,300 films is a stable source of revenue growth with high margins

TV Syndication Freemium

$

Pay Per View Subscription Advertising Bundled Services Theatrical

We are strategically positioned as a leader in our segments and able to monetise

through multiple channels globally

India is projected to have over 1 billion internet users in the next 15 years

ErosNow is the leading Indian digital content platform with global reach

Exclusive content provides high barrier to entry

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Eros 35%

UTV 20%

YRF 14%

Reliance 11%

Fox 5%

Other 15%

(1) Includes films only distributed internationally by Eros. 3 of the Top 10 grossing Hindi films in CY’10 (Source: BoxOfficeIndia.com); 4 of the Top 10 Hindi films in CY’11 (Source: BoxOfficeIndia.com); 2 of the

Top 10 Hindi films in CY’12 (Source: bollywoodhungama.com); 4 out of top 10 Hindi releases in CY’13 (Source: bollywoodhungama.com); 3 out of top 10 Hindi releases in CY’14 (Source:

bollywoodhungama.com). Rupees converted to USD at average annual exchange rate.

(2) Represents market share of all theatrically released Indian language films 2011-2014 (Source: Rentrak)

Leading Theatrical Market Share

Leading Market Share in United Kingdom(2)

Leading Market Share in United States(2)

$25.7m

$23.3m

$14.5m

$17.4m

$22.8m

$20.4m

$24.5m

$16.5m

$ 32.2m

$ 18.5m

$19.8m

$19.3m

$8.8m

$19.9m

$15.8m

Participation in Average 3 of the Top 10 Releases in India Each Year(1)

Eros 32%

UTV 22%

YRF 14%

Reliance 12%

Fox 4%

Others 16%

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$66

$113

$156 $150 $165

$207 $215 $236

$284

FY' 07 FY' 08 FY' 09 FY' 10 FY' 11 FY' 12 FY' 13 FY' 14 FY' 15

Diversified, Strong Revenue Growth

Revenue Mix by Channel Strong Historical Revenue Growth

Revenue Mix by Geography

($ in millions)

Solid Track Record of Profitability

$33

$48 $54 $54

$60 $67

$56

$80

$101

FY' 07 FY' 08 FY' 09 FY' 10 FY' 11 FY' 12 FY' 13 FY' 14 FY' 15

($ in millions)

India, 39%

Europe, 12%

North America,

7%

Rest of the World, 42%

Digital & Ancillary

21%

Television 36%

Theatrical 43%

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Description Revenue Performance

Theatrical

Leading market share of Indian language films in India, UK and US

Broad, well-established global distribution network

Film releases in 50 countries and 25 languages

Portfolio approach by film, budget, genre and language

Regional language films are a key focus area

Television

License film content to content aggregators to reach Cable and Pay TV

subscribers

Long-term value in TV syndication from ongoing bundling of library

content with new film releases

Digital

ErosNow has over 19m registered users

Music sales from new release film soundtracks and our library catalogue

SVOD and VOD offerings in international markets (US, UK, Asia, etc)

High growth as digitization of media increases across all platforms

$53

$101

FY10 FY15

$50

$123

FY10 FY15

$47

$60

FY10 FY15

Source: Website, company information and equity research

Our Diversified Revenue Streams

1

2

3

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Our markets

2

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$8 $9 $10

$12 $14

$16

$4 $5

$5

$5

$6

$6

$2 $2

$3

$3

$3

$3

$3

$3

$4

$5

$5

$6

$16

$19

$21

$25

$28

$32

2014A 2015E 2016E 2017E 2018E 2019E

Television Print Film Other

($ in billions)

(1) Source: FICCI-KPMG Report 2015. Rupees converted to USD at 62.19

(2) “Other” includes radio, music, out of home, animation & VFX, gaming and digital advertising segments

Indian Media & Entertainment Market

’14 – ’19 CAGR

Media & Entertainment Market Projected to Grow at 14%(1)

(2)

19.8%

10.0%

8.0%

15.5%

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12.7%

8.1% 7.6%

4.3% 4.0%

India China Brazil United States United Kingdom

Projected GDP Growth CAGR (2014 - 2020)

38.9 36.7

30.7 27.0

Russia China Brazil India

Median age

India: High Growth and Attractive Fundamentals

1

1.2

1.6

0.0

0.5

1.0

1.5

2.0

2000 2011 2050

(in billions) Population

Increasing annual disposable income(4)

With significant population expansion…(2)

Highly favorable demographics(3)

A rapidly growing economy…(1)

(1) IMF World Economic Outlook as of April 2015, Nominal GDP corresponding to fiscal year, current price

(2) FICCI-KPMG 2014 & 2015 Report

(3) CIA World Factbook (5/22/2015)

(4) Euromonitor International

$1,559

$1,616

$1,744

$1,863

2012 2013 2014 2015

($ in billions)

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1.5 1.6 1.8 2.0 2.1 2.3

2014 2015E 2016E 2017E 2018E 2019E

Indian Domestic Theatrical Revenue ($ in billions)

0.7

4.7 6.0

7.0 7.9

9.7

15.7

India China Brazil Russia US UK Japan

Average Admissions Price ($ in USD)

(1) FICCI-KPMG Report 2015; Rupees converted to USD at 62.19

(2) CRISIL Research

(3) FICCI frames 2014

(4) Magna Global, June 2014

Rapid Growth for India’s Film Industry

…with substantial room to increase pricing(4) …in a highly underpenetrated market…(3)

…with multiplex rollout fuelling growth…(2) Theatres seeing consistent YoY revenue growth…(1)

1.2 1.4

1.5 1.6

1.8 1.9

2.1 2.2

2011 2012 2013 2014E 2015E 2016E 2017E 2018E

Multiplexes in India (in thousands)

7

57 61

85

125

India Germany UK France US

Theatre screens per million population

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45%

18%

11% 7%

Hindi GEC + Movies

Regional Channels

Kids + Music News

Percentage of viewing time spent

Growing Indian Television Market

$2 $5

$5

$11

2014A 2019E

Advertisement revenue Subscription revenue

($ in billions)

70+%

(1) Source: FICCI-KPMG Report 2015

(2) Source: FICCI-KPMG Report 2015; Rupees converted to USD at 62.19

...is supported by favorable viewing preferences(1) Willingness to pay for content…(1)

…is expected to fuel growth in the Indian TV industry(2) Increasing television household penetration…(1)

61% 71%

2014 2019E

TV Household Penetration (%)

149

187

2014A 2019E

Indian Pay-TV subscriber base

Total # of

Households: 196m 168m

(in millions)

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(1) FICCI KPMG Report 2015, and broker research

Compelling Digital Opportunity

90% 87%

53% 46%

19%

UK USA Brazil China India

India’s digital ad market to reach c$2.8bn by 2020

Strong mobile internet user growth(1) Internet penetration is still in early stages(1)

173

232 286

342

399

457

2014E 2015E 2016E 2017E 2018E 2019E

Mobile Internet Users in India (in millions)

$ 452

$2,767

FY' 14 FY' 20

Online advertising spend ($ in millions)

Mobile advertising to be largest component

Online ad spend as

% of total ad spend 19% 7% Search, $415

Display, $208

Mobile, $858 Social Media, $830

Email, $42

Video, $415

2020 share of online ad spend ($ in millions)

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India’s Youth Online

Source: Accenture Video Solutions Survey, 2013; indexmundi, eMarketer, comScore

Highly Engaged, Large Digital User Base

23.3

BILLION Total Minutes

54 Million

Unique Video Viewers

3.7 Billion

Total Videos

432 Minutes

Per User

23.3 Billion

Total Minutes

217 Minutes Spent on

Facebook on Average

28% Increase in Facebook

Visitors in the Past Year

86% of Indian Web

Users on Social Media

27% Yearly Increase in

Online Video Audience

Lead to increasing amount of digital content

243mm Internet Users

173mm Indian users

access via mobile

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Source: Eros International Press Release

International markets

$4.8 Billion Chinese Movie Market

23,600 Total Screens in 2014

34% 2013-2014 growth

600 Films produced in 2014

Partnerships with three major Chinese state-owned film and

entertainment companies to promote, co-produce and distribute

Sino-Indian films across all platforms in India & China

Large and growing Chinese Box Office

Partnering with the best Chinese film companies

High-reward long-term opportunity

Influential partnerships secured in China

China

Co-produce motion picture, Tang

Xuan Zang, starring China’s most

popular and multi-faceted actor,

Huang Xiaoming

Explore exploitation of IP rights owned

by both companies and develop /

produce / distribution films in both

India & China

Eros to license Fudan’s IP for remakes

or co-productions in India

Eros to gain publishing licenses for

strategic film distribution in China

Shanghai Film Group

Corporation Fudan University China Film Group

Corporation

Rest of the world

Global demand for Bollywood content , especially in

Europe and Southeast Asia

Large South Asian Diaspora

Arrangement with local distributors across the global to

target theatrical, TV and DVD releases

Already well established in Germany, Russia, China,

Japan, Korea, Taiwan, Indonesia

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A digital transformation

3

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(1) Through integration with TechZone, an Eros International company

ErosNow: over 19m Registered Users A subscription-based on-demand entertainment portal with over

19 million registered users

Subscribers have access to 10,000+ content offerings including

movies, music tracks, music videos, TV episodes and original

videos

Exclusive film premieres available to all users, including recent

super-hit Tanu Weds Manu Returns

Unlike other OTT (“over-the-top content”) players, Eros owns

much of the content on ErosNow

Available on all internet-enabled devices and fully integrated

with the top social media outlets globally

TV Networks

TIMES music

Music Labels

Film Studios

ErosNow is ideally positioned to capitalise on growing internet penetration and

benefits from high barriers to entry

Tanu Weds Manu Returns

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ErosNow’s large content library and expanding digital market has positioned the

platform for rapid growth in subscribers ahead of global market peers.

ErosNow: Uniquely Positioned for Growth

Content

aggregator/DVD

service

Tech/Digital Platform

VA

LU

E

Tech Platform

Digital Company

Content owner and

producer

TIME

Netflix maximized value

when it transformed to a

content owner and

producer. Eros’ starting

point is content ownership.

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Transaction

Revenue

Eros Now: Monetization Model

Monthly recurring base of premium users enjoy unlimited access to premium content, with features such as HD

quality viewing, Dolby sound and multi-language subtitles

Free users have access to a large pool of content and will be monetized through online advertising

Transactional model allows for lower price point WAP purchases of ringtones, wallpapers and long and short form

content

Syndication of proprietary original content to niche television and online platforms

Monetization Model

Subscription

Revenue

Premium Users

Advertising

Revenue

Free Users Transactional

Users WAP Users

Syndication

Revenue

Other Niche Platform

TV & Online

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Eros Now: Expansion Opportunities

E-Commerce

Data Analytics

Online Advertising 1

2

3

Represents a large opportunity for Eros in marketing and branding, and also creates a new,

profitable revenue stream

Offers the ability for consumers to purchase character-related merchandise in real-time

Eros is uniquely positioned to collect user behavior and monetize efficiently to providers of

database and direct marketing, enterprise CRM marketing software, market research and data

acquisition and analytics / optimization services

Against the backdrop of increasing 3G/4G data penetration, online and mobile advertising are

garnering an increasing share of total advertising spend

Acceleration of TV ad revenue shifting to digital

Total

Addressable

Market

$13

billion in

2017 in

India

Nascent

market in

India

c$600m

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PAGE 21

Original programming under production

Broad range of genres from fantasy and adventure to romance and thriller

Expected launch: FY’ 16

Initial ErosNow viewing window followed by wide TV syndication

ErosNow: The Promise of Endless Entertainment

Original short-form content Original long-form content

Movies Music Originals TV

Pio

nee

rin

g n

ew

co

nte

nt

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Maintain focus on high

ROI film projects –

including franchise films

Increase regional output

to meet rising demand

Continue to bundle

library with new release

product

Capitalize on growth in

new international

markets, e.g. China

Meet growing Indian

domestic demand for

quality films as channel

proliferation accelerates

China co-production

opportunities

Roadmap for Profitable Growth

Pioneer new, original

content to target a wide

audience

Continue to build-out

content offering in film,

TV and music to exploit

on our platform

Reinforcing brand and

“best-in-class” interface

Scalable content mix New markets driving growth Riding the digital wave

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FY’ 15 Financial Highlights

4

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Source: Company filings

(1) Adjusted EBITDA is defined as EBITDA adjusted for transaction costs, impairments of available-for-sale financial assets, profit/loss on held for trading liabilities (including profit/loss on derivatives) and share

based payments

Note: Numbers may not add due to rounding

Conservative Balance Sheet

($ in millions) March 31, 2015

$156 Cash

Total Debt $315

Shareholders’ Equity $756

Total Capitalization $1,071

FY2015 Adj. EBITDA(1) $101

Net Debt / FY2015 Adj. EBITDA(1) 1.57x

Total Debt / Total Capitalization 29.4%

Select Balance Sheet Items Commentary

£50 million UK retail bond maturing in

2021

$140m unsecured RCF maturing in

2017

No significant long-term debt

maturities until 2016

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Source: Company filings

Q4 FY 2015 Q4 FY 2014 +/-% FY 2015 FY 2014 +/-%

Revenues $88.5 $63.3 39.8% $284.2 $235.5 20.7%

Adj EBITDA $30.0 $13.1 129.0% $101.2 $80.3 26.0%

Net income $19.4 $6.4 203.1% $49.3 $37.1 32.9%

EPS 29.9c 11.6c 157.8% 72.5c 65.2c 11.2%

4Q and FY’ 15 Results

Operational Highlights

We released a total of 65 films in FY2015, including 6 high budget films and 12 medium budget films. Of the films released 44 were Hindi language films and the remaining films were Tamil and other regional languages

Eros has entered fiscal year 2016 on a strong note with the release of the much anticipated Tanu Weds Manu Returns, 2015’s first film to reach INR 100 Crore (c.$15 million) and the biggest Indian box office release so far this year, and Dil Dhadakne Do on June 5, 2015. Fiscal year 2016 also includes planned releases on two of three major Indian holidays, with Eid seeing the release of Bajarangi Bhaijaan, and Christmas the release of Bajirao Mastani. Other high profile releases in the year include Bangistan, Hero, Singh is Bling and a slate of Tamil, Telugu and Malayalam films.

ErosNow has over 19 million registered users worldwide, consisting of free, transactional and premium users, across all its platforms. This is a 35.7% increase from the 14 million registered users announced at Q3 FY15 earnings.

Emerged as the most preferred business partner for Indo-Chinese collaborations in the field of film and entertainment, with MOUs signed with three major Chinese film companies to promote, co-produce and distribute Sino-Indian films across all platforms in both countries

Earlier this year we announced the appointment of Mr. Prem Parameswaran as Group Chief Financial Officer of Eros International Plc and President of Eros International’s U.S. operations. Mr. Parameswaran joins Eros with over 23 years of experience in investment banking in the global media and entertainment industry.

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Appendix

5

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Releases in FY’ 16 to date Tentative release date

Gabbar is back (overseas) Q1 FY’ 16

Uttama Villain (Tamil) Q1 FY’ 16

Tanu Weds Manu Returns Q1 FY’ 16

Masss (Tamil) Q1 FY’ 16

Aga Bai Arechaa 2 (Marathi) Q1 FY’ 16

Dil Dhadakne Do (Overseas) Q1 FY’ 16

Our Film Release Profile

(1) “High budget” films refer to Hindi films with direct production costs in excess of $8.5 million and Tamil as well as Telugu films with direct production costs in excess of $7.0 million; “Low budget” films refer to

both Hindi, Tamil, and Telugu films with less than $1.0 million in direct production costs; “Medium budget” films refer to Hindi, Tamil, and Telugu films within the remaining range of direct production costs

(2) Total films includes regional films and films with overseas rights

Film by budget type(1)

FY’ 09 FY ‘10 FY ‘11 FY ‘12 FY ‘13 FY ‘14 FY ‘15

High 2 3 3 5 6 4 6

Medium 13 11 10 5 13 21 12

Low 76 97 64 67 58 44 47

Total films(2)

91 111 77 77 77 69 65

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Release title Star Cast / (Director/Producer) Tentative release date

Life of Josootty (Malayalam) Dileep, Jyothi Krishna, Rachana Narayankutty (Jetthu Joseph) Q2 FY’ 16

Bajrangi Bhaijaan Salman Khan, Kareena Kapoor (Kabir Khan) Q2 FY’ 16

Rajini Murugan (Tamil) Sivakarthikeyan (Ponram) Q2 FY’ 16

Bangistan (Overseas) Ritesh Deshmukh, Pulkit Samrat, Jaqliene Fernandis(Karan Anshuman) Q2 FY’ 16

Hero Sooraj Pancholi, Adheya Shetty (Nikhil Advani) Q2 FY’ 16

Singh is Bling (Overseas) Akshay Kumar, Kareena Kapoor, Amy Jackson (Prabhu Deva) Q3 FY’ 16

Bajirao Mastani Ranveer Singh, Deepika Padukone (Sanjay Leela Bhansali) Q3 FY’ 16

Gabbar Singh 2 (Telegu) Pawan Kalyan (K. S. Ravindra) Q4 FY’ 16

Aligarh Kangana Ranaut (Hansal Mehta) Q4 FY’ 16

Dictator (Telugu) Balakrishna (Srivaas) Q4 FY’ 16

Naale (Malayalam) Fahad Fazil, Malavika S Mohan, Isha Talwar, Mukesh (Shiju S Bawa) Q4 FY’ 16

Perai Thedai Natkal (Tamil) Ashok Selvan (Abraham Prabhu) Q4 FY’ 16

Enkitta Mothathe (Tamil) Natarajan Subramaniyam Rajaji and Vijay Murugan (Ramu Chellappa) Q4 FY’ 16

Housefull 3 Akshay Kumar, Abhishekh Bachchan, (Director-Sajid-Farhad) FY’ 17

Shivay Ajay Devgn (Ajay Devgn) FY’ 17

Untitled Kajol (Ajay Devgan Productions) FY ‘17

Farzi Shahid Kapoor, Kiriti Sanon (Raj Nidimoru and Krishna D.K.) FY’ 17

Banjo Riteish Deshmukh, Nargis Fakhri (Ravi Jadhav) FY ‘17

Raabta Sushant Singh Rajput (Dinesh Vijayan and Homi Adjania) FY’ 17

Jugaadu Harman Baweja and others FY’ 17

Untitled Saif Ali Khan (3 movies) FY’ 17

Significant forthcoming releases

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(1) Includes only amortization of intangible assets other than intangible content assets

(2) Consists of compensation costs recognized with respect to all outstanding plans and all other equity settled instruments

Adj. EBITDA Reconciliation

EBITDA Bridge

(in $ thousands)

Year Ended March 31,

2015 2014 2013 2012 2011 2010 2009

Net income $49,330 $37,144 $33,665 $43,580 $47,550 $42,395 $40,827

Income tax expense 13,178 12,843 11,913 10,059 8,237 7,152 7,571

Net finance costs 5,861 7,517 1,469 1,009 1,584 2,309 1,261

Depreciation 1,094 789 1,003 1,275 928 1,030 1,196

Amortization(1) 610 578 715 279 275 308 298

Share based payments(2) 21,915 18,421 1,888 5,289 927 309 1,130

Impairment of available-for-sale

financial assets 1,307 – – 1,230 – 6 1,347

(Profit) / loss on derivatives 7,801 (5,177) 5,667 4,264 – – –

Transaction costs relating to equity

transactions 61 8,169 – – – – –

Adjusted EBITDA $101,157 $80,285 $56,320 $66,985 $59,501 $53,509 $53,630

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Over 80 years of combined industry and management experience

Eros Management Overview

Kishore Lulla

Group Executive Chairman

Years of Experience: 30+

Over 30 years experience in the

media and film industry

Founded B4U Television

business in 1999

IIFA Award in 2007 for his

contribution to Indian Cinema

Entrepreneur of the year by

Asian Business Awards in 2007

Executive Board member of the

UCLA school of Theater, Film

and Television

Prem Parameswaran

Group Chief Financial Officer

Years of Experience: 23+

Former Global Head of Media

and Telecommunications

Investment Banking at Jefferies

Prior to Jefferies: Americas Head

of Media & Telecom at Deutsche

Bank, also worked at Goldman

Sachs and Salomon Brothers

Deep experience in global media

having led over 300 transactions

Boards: Columbia University

Alumni Trustee Nominating

Committee; Program for

Financial Studies Columbia

Business School

Columbia University, BA, MBA

(Honors)

Jyoti Deshpande

Group Chief Executive Officer

Years of Experience: 22+

Key member of the Eros

leadership team since 2001

Former member of J. Walter

Thompson, India

Part of the team that founded

B4U Television network in the

UK

Senior media consultant with

Mindshare, UK

Instrumental in AIM listing in

2006, Indian subsidiary listing in

2010 and NYSE IPO in

November 2013

Mark Carbeck

Chief Corporate & Strategy Officer

Years of Experience: 16+

Former Director in Citigroup’s UK

Investment Banking Division in

London covering European

media companies

Responsible for M&A, corporate

finance, investor relations and

corporate governance

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PAGE 31

Note: Company structure and holdings as of 31/03/2015

Company Structure

Founders Group

Public

Other

NYSE-listed entity India-listed entity Other subsidiaries

Eros International Plc

(Isle of Man)

52.8% 47.1%

100.00%

100.00%

Other International

Subsidiaries

Eros Worldwide

FZ-LLC (Dubai)

99.98%

51.02%

Eros Digital Private

Limited (India)

23.49%

Eros International

Media Limited

(India)

25.49%

Subsidiaries

Public

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PAGE 32

These materials contain statements that reflect Eros International PLC’s (the “Company”) beliefs and expectations about the future that constitute

“forward – looking statements” as defined under U.S. federal securities laws. In some cases, these forward-looking statements can be identified by

the use of forward-looking terminology, including the terms “believes”, “estimates”, “forecasts”, “plans”, “prepares”, “projects” “anticipates”,

“expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of

strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They

appear in a number of places throughout this presentation and include, but are not limited to, statements regarding the Company’s intentions,

beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth,

strategies, business development, the markets in which the Company operates, expected changes in the Company’s margins, certain cost or

expense items as a percentage of the Company’s revenues, the Company’s relationships with theater operators and industry participants, the

Company’s ability to source film content, the completion or release of the Company’s films and the popularity thereof, the Company’s ability to

maintain and acquire rights to film content, the Company’s dependence on the Indian box office success of its films, the Company’s ability to recoup

box office revenues, the Company’s ability to compete in the Indian film industry, the Company’s ability to protect its intellectual property rights and

its ability to respond to technological changes, the Company’s ability to complete the acquisition of Techzone, the Company’s contingent liabilities,

general economic and political conditions in India and globally, including fiscal policy and regulatory changes in the Indian film industry and other

factors discussed in the Company’s public filings. By their nature, forward-looking statements involve known and unknown risk and uncertainty

because they relate to future events and circumstances. Forward-looking statements speak only as of the date they are made and are not

guarantees of future performance and the actual results of the Company’s operations, financial condition and liquidity, and the development of the

markets and the industry in which the Company operates may differ materially from those described in, or suggested by, the forward-looking

statements contained in these materials. The forward-looking statements in this presentation are made only as of the date hereof and the Company

undertakes no obligation to update or revise any forward-looking statement, whether as a result of current or future events or otherwise, except as

required by law or applicable rules. In addition, even if the results of operations, financial condition and liquidity, and the development of the

markets and the industry in which the Company operates are consistent with the forward-looking statements contained in these materials, those

results or developments may not be indicative of results or developments in subsequent periods. A number of factors, many of which are beyond

the Company's control, could cause results and developments to differ materially from those expressed or implied by the forward-looking

statements.

The Company has filed a Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission, which includes (under the

caption “Risk Factors”) information concerning the factors that could cause the Company’s results to differ materially from those contained in the

forward-looking statements. You may obtain a copy of this document by visiting EDGAR on the SEC website at www.sec.gov.

Important notice and disclaimer