Eros Media World : Annual Financial Report

007466V

COMPANIES REGISTRY

DEPARTMENT FOR ENTERPRISE

ISLE OF MAN

Certificate of Change of Name

Pursuant to Section 14(3) of the Companies Act 2006

The Registrar of Companies hereby certifies that

EROS STX GLOBAL CORPORATION

has, with the approval of the Registrar of Companies, changed its name and is now called

Eros Media World PLC

This 18th day of May 2022

Mark Edwards

Senior Registration Officer

For Registrar of Companies

The Companies Registry is part of the Department for Enterprise. This certificate does not constitute a licence to conduct banking, investment, CSP, insurance or other business regulated by the Isle of Man Financial Services Authority.

007466V

COMPANIES REGISTRY

DEPARTMENT FOR ENTERPRISE

ISLE OF MAN

Certificate of Good Standing

Companies Act 2006

Eros Media World PLC

The Registrar of Companies hereby certifies in respect of the above company that at the date of this certificate:-

1. The date of Re-Registration of the Company was 29th September 2011;
2. The Registered Office Address of the Company is FIRST NAMES HOUSE, VICTORIA ROAD, DOUGLAS, ISLE OF MAN, IM2 4DF;
3. The date of the last annual return of the company is 31st March 2022;
4. The name of the Registered Agent is IQ EQ (ISLE OF MAN) LIMITED;
5. The company is on the register of companies and is in Good Standing with this office;
6. There are no documents on the company file relating to winding up or dissolution of the company or the appointment of a receiver in respect of any of its assets;
7. No proceedings to strike the name of the company off the register of companies has been initiated.

This 16th day of August 2022

Mark Edwards

Senior Registration Officer

For Registrar of Companies

NOTE: The information contained in this certificate reflects that contained in the Statutory Records maintained by the Isle of Man Department for Enterprise as at the date of the certificate. The information, which does not include financial information, is subject to change.

have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit procedures conducted by us for the holding company's financials and the perusal of subsidiary auditors' reports in terms of their reports referred to in the sub- paragraph (a) of the Other Matters section below, were considered to provide a basis for our audit opinion on the consolidated financial statements.

Approach towards Management Audit:

We have examined the Consolidated Financial statement taking into consideration:

1. The terms of reference and terms of our engagement agreed upon with yourselves (the Board) in accordance with our engagement letter dated May 17, 2023, in connection with the Management audit of the consolidated financial statements of Eros Media World PLC, wherein in a filing dated April 25, 2022, submitted to the SEC via Form 6-K,the Company reported the successful completion of the previously announced sale/demerger of the STX Filmworks Inc. (together with its subsidiaries) ("STX"). The demerger condition was determined to have existed as of the balance sheet date on March 31, 2022, by the management, as seconded by the audit committee. The management of Eros decided to sell its investment in STX in January 2022 as informed through Form 6-Kfiled with the SEC, and the demerger was finalized on April 25, 2022. These facts were considered for an independent expert's opinion on the matter, whose opinion matched with the management & audit committee's assertion for non-consolidationof STX's financials and other reporting thereof.
2. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Consolidated Financial Statement; and
3. Relying on the audit opinion formed by the auditors of the respective subsidiaries (more specifically referred to in the sub-paragraph (b) of the Other Matters section below).

Disclaimer of Opinion

1. Two entities are included in the consolidated financial statements, viz Eros International Limited (UK) ("EIL UK") & Eros Network Limited (UK), however, Eros International Limited (UK) is currently under administration under the local laws, wherein Eros Network Limited is the holding entity of EIL UK, with no other operations. The management has asserted in this regard that they would be able to bring EIL UK out of administration, and the same has been included in the accompanying consolidated financial statements, however, considering the fact that the same has not yielded such results from the previous year's financial statements to current years financials, we are of the opinion that the said two entities should not be included in the consolidation and hence, a disclaimer of opinion is issued thereof. Since the transactions with these two entities were complex and included inter-group and holding-subsidiary eliminations, the quantification of the impact on the underlying financial statements was not possible, and hence they have not been quantified.

1. The determination of the classification of leases, including lease deposits, and the recognition of right-of-use assets (ROA) and lease liabilities have not been converted to US GAAP and are based on IFRS. As the convergence was not done, the impact on the underlying financial statements could not be ascertained and hence have not been quantified.
2. Bondholders register for the holders of bonds issued by the company was not provided to us.

Qualified Opinion:

The Statutory Auditors of Eros International Media Limited ("EIML") have issued a qualified opinion, with the following paragraph as the basis for their qualification:

"With reference to Note 55 of the Standalone Financial Statements, the Company has trade receivables of INR 40,645 Lakhs from Eros Worldwide FZ LLC ("EWW")("Company having significant influence"), and INR 8,652 Lakhs from Eros International Limited UK (fellow subsidiary of EWW) and INR 2,884 Lakhs from Eros International USA Inc. (fellow subsidiary of EWW). Dues of EWW of INR 32,577 Lakhs are overdue. As per the management accounts for year ended March 31, 2022 provided to us, net worth of these companies has been eroded and has incurred losses in that year. Further, EWW has made significant write down in the carrying amount of film content. Considering the financial position of these companies, we are unable to obtain sufficient appropriate audit evidence to comment on the extent of the recoverability of the carrying value of the above receivables and the consequential effects on standalone financial statements."

EIML is a material subsidiary with a 41% share of the total consolidated revenue of the company, and Eros Worldwide FZ LLC, is also determined as a material subsidiary with a 23% share of total consolidated revenue of the company. The impact of the said qualification is USD 227.82 Million (basis closing conversion rates as at financial year end), as enumerated by the component auditor of EIML and converted to USD terms by us as the auditors for

EMW PLC.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company (Eros) will continue as a going concern. The Company (Eros) has incurred an operating loss of $ 9.6 million in the current year ended March 31, 2022. Further, the Company has an equity deficit as of the balance sheet date of $ 796.17 million. These conditions, along with other matters as set forth in the aforesaid note, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The underlying financial statements have been prepared by the management on a going-concern basis, basis the management's evaluation in this regard.

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