Eros Media World : Name Change

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.

have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit procedures conducted by us and the audit evidence/s obtained by the component auditors in terms of their reports referred to in the sub-paragraph (a) of the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Approach towards Management Audit:

We have examined such Restated Consolidated Financial Information 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 statement of Eros Media World PLC, wherein on account of reverse merger with STX Filmworks Inc. on July 30, 2020, the Eros reported operations are for eight months, while reported STX numbers are unaudited. Consequentially, the reference to amounts and discussions for matters stated in this report, unless specifically stated, refer to those shown under 'Eros', and 'Eros' numbers in the accompanying financial statements;
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. The consolidated financial statements are prepared for the Company, wherein pursuant to the reverse merger on July 30, 2020, of STX Filmworks, Inc. and their group ("STX"), Eros Media World PLC was determined as the legal acquirer, while STX was determined as the accounting acquirer, as filed with SEC vide form dated August 4, 2020. Subsequently the Company and STX demerged on April 22, 2022 and considering such subsequent event as adjusting, the financials of STX are disclosed as discontinuing operations for FY 2020-21. The discontinued operations as reported by management for financial position, loss for the year and statement of cash flows have not been audited and hence, a disclaimer of opinion is issued thereof.
2. The comparative reporting of previous year numbers, are stated basis International Financial Reporting Standards ("IFRS"), whereas the current year reporting is based on
   US GAAP.
3. 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 converged to US GAAP and are basis IFRS.

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. As discussed in Note 16 to the financial statements, the Company (Eros) has incurred an operating loss of $ 727.61 million in current year ended March 31, 2021, including loss from impairment loss of $ 680.03 million. Further, the Company has an equity deficit as of balance sheet date of $ 741.91 million. 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 Company's ability to continue as a going concern.

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

Management Responsibility for the Consolidated Financial Statements

The Company's Board is responsible with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income and loss and consolidated cash flows of the Group in accordance with the US GAAP and other accounting principles generally accepted in the United States of America. The respective Board of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the acts applicable to them, respectively, for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments 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 presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Board of the Parent, as aforesaid.

In preparing the consolidated financial statements, the respective Management of the companies included in the Group are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditor's Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's 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 Standards on Auditing 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 consolidated financial statements.

Emphasis of Matters

1. The management's independent audit engagement did not cover the internal controls over financial reporting, not being a statutory engagement thereof.
2. 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, the same have been included in the accompanying consolidated financial statements.
3. There are ongoing investigations as well as litigations against the company in the United States of America as initiated by individuals, investors and regulators, the outcome of which has been represented as pending by the management. Thus, the accompanying financial statements do not take into consideration any impact thereof, if any. The Indian subsidiary, forming 32.35% of the consolidated revenue (Eros group) is also under investigation by the Securities Exchange Board of India wherein a preliminary order against the company has been passed. The management has represented that the respective investigations have not achieved finality and are subject to appeals.
4. There have been delays in financial commitments made by the company as well as its Indian subsidiary and step-down UK subsidiary. On September 30, 2021, the Company amended the Retail Bonds to extend the maturity to April 15, 2023; subsequently, on March 30, 2023, the company amended the retail bonds to extend the maturity to April 15, 2026.
5. While forming the audit opinion on the accompanying financial statements, the auditors have considered below stated limited subsequent events, such as may be regarded as major notable events, while planning, designing and performing the audit procedures:

• Demerger with STX group, for reporting as discontinued operations by the management.
• Delisting of securities with NYSE and deregistration with SEC, for determination of applicable framework for this management's independent audit.
• Administration of EIL UK.
• Ongoing investigations referred above.

As an auditor reliance was placed on determinations made by experts, reports of which have individual consideration of subsequent events and change of circumstances, but were represented by the management as current.