TIDMEROS

RNS Number : 5880H

Eros International PLC

13 July 2012

EROS INTERNATIONAL PLC

("Eros" or the "Company")

PRELIMINARY RESULTS FOR THE 12 MONTHS ENDED 31 MARCH 2012

HIGHLIGHTS

   --      Revenue up 25.5% to US$206.5 million (2011: US$164.6 million) 
   --      On a constant currency basis revenue up 31.5% US$206.5 million (2011: US$157.0 million) 
   --      Underlying EBITDA up 22.6% to US$154.8 million (2011: US$126.3 million) 
   --      Underlying operating profit up 17.0% to US$66.7 million (2011: US$57.0 million) 
   --      Basic EPS down 17.4% to 31.9 cents (2011: 38.6 cents) 

For further information, please contact:

Eros International Plc

Sean Hanafin

Chief Corporate & Strategy Officer

T: +44 (0)20 7258 9909

Jamie M.M. Kirkwood

Group Communications & Investor Relations

T: +44 (0)20 7258 9906

Investec Bank plc

Nominated Adviser & Joint Broker

Patrick Robb / Jeremy Ellis / Carlton Nelson

T: +44 (0) 20 7597 5000

Peel Hunt LLP

Joint broker

Richard Kauffer / Dan Harris / Andy Crossley

T: +44 (0) 20 7418 8900

Pelham Bell Pottinger

Nick Lambert / Victoria Geoghegan / Elizabeth Snow

T: +44 (0) 20 7861 3232

About Eros International Plc

-- Eros co-produces, acquires and distributes Indian language films, in multiple formats worldwide

   --      In 2006, Eros listed its shares on the AIM Market of the London Stock Exchange 

-- In October 2010, Eros International listed its Indian subsidiary Eros International Media on the BSE & NSE in India

-- Eros operates in over 50 countries, with offices throughout India, the United Kingdom, USA, UAE, Singapore, Australia, Fiji and the Isle of Man

EXECUTIVE CHAIRMAN'S STATEMENT

"I am delighted to report that Eros has seen a 25.5% increase in revenues, a 22.6% increase in underlying EBITDA and a 17.0% increase in underlying operating profit reflecting our growth from fiscal 2011 to 2012. These results are all the more impressive as they have been achieved despite the 13.8% depreciation of the Indian Rupee against the US Dollar in the twelve months ended 31 March 2012. Expected growth in the Indian Entertainment Sector, our global film distribution network and our ongoing investment in content will position us well for the future."

The Company's major global releases during the year were Ready, Zindagi Na Milengi Dobara, Ra. One, Rockstar, Desi Boyz and Agent Vinod. Some of the notable film slate for the current year ending 31 March 2013 comprises Housefull 2 (released in April 2012), Vicky Donor (released in April 2012)Teri Meri Kahaani (released in June 2012), Ferrari ki Sawaari (released in June 2012) and forthcoming releases such as Cocktail, Maatran, Kochadaiyaan and Khiladi 786.

In order to capitalize on emerging trends like growing Internet usage, increased broadband and availability of faster 3G/4G mobile networks, we recently launched Eros Now, our on-demand entertainment portal accessible via internet-enabled devices, with a limited number of movies and music videos and we expect to expand this content offering over time. We believe that Eros Now will serve as a distribution platform to further exploit our extensive library content.

On January 5, 2012, we entered into a $125.0 million revolving credit facility which will mature in January 2017. The new credit facility includes a provision allowing for one or more increases from time to time during the life of the facility by an aggregate amount not to exceed $75.0 million and, on January 27, 2012 we exercised our option to increase the revolving facility by $25.0 million to a total amount of $150.0 million. The new credit facility was drawn on February 14, 2012, and the proceeds of the initial drawing were used to repay in full our then existing revolving credit facilities, which were due to expire before 30 September 2012, and the unsecured overdraft facility at Eros Worldwide with an aggregate value of $150.0 million.

Further to the Company's latest public filing on May 2, 2012 with the United States Securities and Exchange Commission in connection with its proposed listing on the NYSE, the Company announced on 8 June, 2012 that, given the current US equity market conditions, the Company has not yet determined when to launch its intended NYSE listing. The Company is continuing to monitor the situation and, when more clarity is available on timing, the Company will make a specific announcement to the London Stock Exchange. In the meantime, Eros will remain listed on AIM, London Stock Exchange.

The Company had previously announced that it anticipates entering into a definitive agreement on or after April 24, 2012 to acquire a 100% control of B4U Television Network ("B4U"), the global Bollywood television network. Since the agreement was not executed by all selling shareholders within a reasonable timeframe, the transaction has not been completed as intended and stands cancelled. The Company continues to own 24% non-controlling interest in B4U.

Kishore Lulla

Executive Chairman

Operating and Financial Review

This financial review is primarily based upon the comparison of our results for the year ended 31 March 2012 with those of year ended 31 March 2011. Unless otherwise stated percentage growth relates to the percentage comparison between these two periods.

Overview

The primary geographic areas from which we derive revenue are India, Europe and North America, with the remainder of our revenue generated from an area that we report as the rest of world. Outside of India, we distribute films to South Asian expatriate populations and in countries where we release Indian films that are subtitled or dubbed in local languages. Although we expect the portion of our revenue attributable to India to continue to grow, we will continue to opportunistically pursue new global distribution opportunities.

We distribute our film content, which is our one operating segment, globally across, three channels: theatrical, television syndication and digital and ancillary sources. The contribution from these three distribution channels can fluctuate year over year based on, among other things, our mix of films and budget levels, the size of our television syndication deals and our ability to license music in any particular year.

 
                      Underlying Results*                Reported Results 
                   2012        2011      Change     2012        2011      Change 
                            (in thousands, except percentage amounts) 
 Revenue         $ 206,474   $ 164,613    25.4%   $ 206,474   $ 164,613    25.4% 
 Gross Profit       89,430      76,596    16.8%      89,430      76,596    16.8% 
 EBITDA*           154,805     126,321    22.6%     149,516     125,394    19.2% 
 Operating 
  profit*           66,727      57,005    17.1%      61,438      56,078     9.6% 
 

*EBITDA is profit before depreciation of tangible assets, amortisation of intangible assets, finance costs, other gains and losses and income tax. Operating profit is profit before net finance costs, other gains and losses and income tax. The Underlying EBITDA and operating profit results add back share based payment charges.

We released 77 films in the year ended 31 March 2012 compared to 78 in the year ended March 31, 2011. Of these films, six were high profile compared to three high profile films in the year ended 31 March 2011. The six globally released films were Ra. One, Zindagi Na Milengi Dobara, Ready, Rockstar, Desi Boyz and Agent Vinod.

Higher revenue was partially offset by the negative impact of foreign exchange rate fluctuations, in particular in the quarter ended December 2011. In addition one of the six high profile films released in the year ended 31 March 2012, Agent Vinod, was rescheduled to release in the final week of the year ended 31 March 2012, resulting in all expected revenues from the film not falling in the year ended 31 March 2012.

Revenue

Revenue was $206.5 million for the year ended 31 March 2012, compared to $164.6 million in the year ended 31 March 2011 an increase of $41.9 million, or 25.5%.

Revenue by customer location from India was $136.9 million in the year ended 31 March 2012, compared to $108.3 million in the year ended 31 March 2011, an increase of $28.6 million, or 26.4% principally reflecting the growth in theatrical revenue. Revenue from Europe was $26.9 million in the year ended 31 March 2012, compared to $21.8 million in the year ended 31 March 2011, an increase of $5.1 million, or 23.4%, principally reflecting the growth in theatrical revenue and other syndication revenues. Revenue from North America was $8.4 million in the year ended 31 March 2012, compared to $8.6 million in the year ended 31 March 2011, a decrease of $0.2 million, or (2.3)%, principally reflecting lower syndication revenues despite a growth in theatrical revenue. Revenue from rest of world was $34.3 million in the year ended 31 March 2012, compared to $25.9 million in the year ended 31 March 2011, an increase of $8.4 million, or 32.4%, principally reflecting the additional revenue from distribution in new territories and revenues from the United Arab Emirates.

Our revenue growth was primarily attributable to an increase in theatrical revenue in the year ended 31 March 2012, as a result of the increased number of high profile films with recognized star casts resulting in higher Indian and international revenue. The higher revenue in India was a result of wider screen releases, higher than average ticket prices resulting from the continued increase in multiplex and digital screens in India and premiums charged for tickets for one 3D film release, and the timing of theatrical releases. Our high profile films in the year ended 31 March 2012 were on average released on 5.5% more screens than similar films in the year ended 31 March 2011. The growth in our theatrical revenues reflected in particular the success of our globally released films, Ra. One, Zindagi Na Milengi Dobara, Ready, Rockstar and Desi Boyz, all of which were high profile films with recognized casts. Television syndication continued to be strong with the high profile films helping us continue to syndicate attractive bundles of new and catalogue films. Ra.One, Zindagi Na Milegi Dobara and Rockstar were premiered on Star TV while Agent Vinod and Desi Boyz were premiered on Zee TV. Music and mobile monetisation from the music tracks of the high profile continued to be strong. Television and music pre-sales formed an important part of the company's monetization strategy and contributed towards de-risking content investment.

Cost of sales

Cost of sales increased by $29.0 million, or 33.0%, for the year ended 31 March 2012 to the year ended 31 March 2011. The increase was primarily due to an increase in film amortization costs of $18.4 million in the period, driven by the increased film release slate cost for six high profile films in the year ended 31 March 2012 as compared to three high profile films in the year ended 31 March 2011 and the cumulative impact of amortization costs associated with our increased catalogue films. This increase also reflected a $5.5 million increase in advertising costs due to wider advertising of our high profile releases offset by increased marketing tie ups. Print costs remained consistent in the two periods as wider screen releases and higher profile larger scale releases were offset by higher usage of lower cost digital prints.

Gross profit

Gross profit was $89.4 million in the year ended 31 March year 2012, compared to $76.6 million in the year ended 31 March 2011, an increase of $12.8 million, or 16.7%, driven primarily by the increase in revenue, which was partially offset by an increase in cost of sales. As a percentage of revenue, our gross profit margin reduced to 43.3% from 46.5% in the years ended 31 March 2012 and 31 March 2011.

Administrative costs

Administrative costs, including rental, legal, travel and audit expenses, were $28.0 million in the year ended 31 March 2012, compared to $20.5 million in the year ended 31 March 2011, an increase of $7.5 million, or 36.6%, which was driven by an increase of $4.4 million of share based payment charges compared to the year ended 31 March 2011, and $2.3 million of additional overhead due to investment in set up of digital revenue streams such as Eros Now including personnel and other costs. As a percentage of revenue, administrative costs were 13.6% in the year ended 31 March 2012, compared to 12.5% in the year ended 31 March 2011. The share based payment charges comprise the ongoing charges arising from the Indian IPO share option scheme, bonuses granted ahead of the anticipated listing on the New York Stock Exchange together with a charitable donation. As at 31 March 2012, costs incurred in respect of the anticipated listing on the New York Stock Exchange, excluding costs in relation to employees, has been deferred and is shown with in prepaid charges in trade and other receivables.

Underlying EBITDA

Underlying EBITDA profit was $154.8 million in the year ended 31 March year 2012, compared to $126.3 million in the year ended 31 March 2011, an increase of $28.5 million, or 22.6%, driven primarily by the increase in revenue, which was partially offset by an increase in cost of sales. As a percentage of revenue, our underlying EBITDA profit margin decreased slightly to 75.0% from 76.7% in the years ended 31 March 2012 and 31 March 2011.

Underlying operating profit

Underlying operating profit was $66.7 million in the year ended 31 March year 2012, compared to $57.0 million in the year ended 31 March 2011, an increase of $9.7 million, or 17.0%. As a percentage of revenue, our Underlying operating profit marginally reduced to 32.3% from 34.6% in the years ended 31 March 2012 and 31 March 2011 reflecting the changes in gross profit margin and the digital investment costs within administrative expenses.

Net finance costs

Net finance cost in the year ended 31 March 2012 was $1.0 million, compared to net finance costs of $1.6 million in the year ended 31 March 2011, a movement of $0.6 million. The change is primarily attributable to an increase in finance income from IPO funds on deposit following the listing of our Indian subsidiary in October, 2010.

Other gains and losses

Other losses in the year ended 31 March 2012 of $6.8 million principally comprise a $4.3 million interest rate hedging charge, $1.3 million in respect of a provision in respect of one of our available-for-sale equity investments previously shown within other comprehensive income and, a net foreign exchange loss of $1.1 million.. In the year ended 31 March 2011 we had a gain of $1.3 million principally arising from a foreign exchange gain of $1.1 million. The foreign exchange loss was mainly derived from the fall of the rupee and a loss arising on a dollar denominated loan in our Indian subsidiary. The hedging loss of $4.3 million arose from the refinancing of our revolving credit facility and a change in our interest hedging strategy.

Income Tax Expense

Income tax expense in the year ended 31 March 2012 was $10.1 million, compared to $8.2 million in the year ended 31 March 2011, an increase of $1.9 million, or 23.2%. Our effective tax rate was 18.8% in the year ended 31 March 2012, compared to 14.8% in the year ended 31 March 2011. The ongoing increases in effective rate reflect the increase in the amount of taxes due within India in the year ended 31 March 2012. Our income tax expense in the year ended 31 March 2012 included $4.9 million of estimated current tax expense and $5.1million of estimated deferred tax expense.

Earnings per share

Earnings per share ("EPS") in the year ended 31 March 2012 was impacted by the inclusion of the first time full year minority interest share, following the listing of Eros International Media Limited, our principal Indian subsidiary on the Indian Bombay and National stock exchanges in November 2010. Basic EPS in the year ended 31 March 2012 was 32 cents, compared to 39 cents in the year ended 31 March 2011, a decrease of 18.0%. Fully diluted EPS in the year ended 31 March 2012 was 31 cents, compared to 38 cents in the year ended 31 March 2011, a decrease of 18.4%.

Other financial information

Our reporting currency is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated into U.S. dollars at the exchange rates at the applicable balance sheet date. For the purposes of consolidation of foreign operations, all income and expenses are translated at the quarterly average rate of exchange during the periods covered by the applicable statement of income and assets and liabilities are translated at the exchange rate prevailing on the balance sheet date. When the U.S. dollar strengthens against a foreign currency, the value of our sales and expenses in that currency converted to U.S. dollars decreases. When the U.S. dollar weakens, the value of our sales and expenses in that currency converted to U.S. dollars increases.

Recently, there have been periods of higher volatility in the Indian Rupee and U.S. dollar exchange rate, including the year ended March 31, 2012. This volatility is illustrated in the table below for the periods indicated:

 
 
Year ended        Period End    Average (1)    High      Low 
31 March 2011          44.54          45.46    47.49    43.90 
31 March 2012          50.70          48.01    53.71    44.00 
 

(1) Represents the average of the exchange rates on the last day of each month during each period presented.

This volatility in the Indian Rupee as compared to the U.S. dollar has impacted our results of operations as shown in the table below comparing the reported results against constant currency comparables based upon the average rate of exchange for each of the four quarters ended 31 March 2012, weighted in proportion to the revenue recognized in each quarter, of INR 48.63 to $1.00. In addition to the impact on gross profit, the volatility during the year ended 31 March 2012 also led to a non-cash foreign exchange loss of $1.1 million principally on our Indian subsidiaries' foreign currency loans in the year ended 31 March 2012 compared to a non-cash foreign exchange profit of $1.1 million in the year ended 31 March 2011 reflected in other gains and losses.

 
 
                                           2011 Unaudited 
                    2012         2011         Constant 
                   Reported     Reported      Currency        Decline 
Revenue            $ 206.5      $ 164.6       $157.0         $ (7.6) 
Cost of sales      (117.1)      (88.0)        (85.7)          (2.3) 
 
Gross profit       $ 89.4       $ 76.6         71.3          $ (5.3) 
 
 

The impact of the decline in the Rupee to the US Dollar is shown in the above table which shows that on a constant currency basis the gross profit for the year ended 31 March 2011 would have been reduced by $5.3 million or 6.9%.

Sources and Uses of Cash

 
                                             2012            2011 
 
Net cash from operating activities        $ 117,703         $ 100,661 
Net cash used in investing activities     $ (141,667)    $ (139,332 ) 
Net cash from financing activities        $ 51,756           $ 77,443 
 

Net cash from operating activities in the year ended 31 March 2012 was $117.7 million, compared to $100.7 million in the year ended 31 March 2011, an increase of $17.0 million, or 16.9 %, notwithstanding decrease in income taxes and an increase interest paid in the year ended 31 March 2012 of $2.1 million and $0.5million, respectively. In addition, there was an increase in working capital of $21.5 million due to increase of $5.9 million in trade payables and an increase in trade receivables of $27.7 million in the year ended 31 March 2012 compared to decrease of $7.9 million in trade payables and an increase in trade receivables of $2.6 million in the year ended 31 March 2011.

Net cash used in investing activities in the year ended 31 March 2012 was $141.7 million, compared to $139.3 million in the year ended 31 March 2011, an increase of $2.4 million, or 1.7%, reflecting an increase in our investment in film content in the year ended 31 March 2011and future years offset by a decline in investment in property, plant and equipment combined with an increase in interest received. Our investment in film content in the year ended 31 March 2012 was $142.7 million, compared to $129.8 million in the year ended 31 March 2011 an increase of $12.9 million, or 9.9%, reflecting a change in the mix of acquired and co-produced films. Of both films released in the period and films scheduled for future release, to more high profile Hindi films and ongoing investments in our film library. Our purchase of property, plant and equipment in the year ended 31 March 2012 was $1.2million, compared to $10.0 million in the year ended 31 March 2011, a decrease of $8.8 million, or 88.0%, which related principally to the purchase of a property for our main Mumbai offices, which was previously leased in the year ended 31 March 2011.

Net cash from financing activities in the year ended 31 March 2012 was $51.8 million, compared to $77.4 million in the year ended 31 March 2011, principally as a result of the net proceeds of $71.1 million arising from the initial public offering of a 78.11% interest in Eros India in the year ended 31 March 2011 and additional proceeds of short-term and long-term borrowing of $50.2 million in the year ended 31 March 2012.

A registration statement relating to Eros' A Ordinary Shares has been filed with the United States Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Some of the information presented in this press release and in related comments by Eros' management contains forward-looking statements. In some cases, these forward-looking statements are identified by terms and phrases such as "aim," "anticipate," "believe," "feel," "contemplate," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "future," "goal," "objective," and similar expressions and include references to assumptions and relate to Eros' future prospects, developments and business strategies. Similarly, statements that describe Eros' strategies, objectives, plans or goals and statements regarding the proposed offering and the anticipated costs of these transactions are forward-looking statements and are based on information available to Eros as of the date of this press release. Forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant statement. Such risks and uncertainties include a variety of factors, some of which are beyond Eros' control, including market conditions. Information concerning these and other factors that could cause results to differ materially from those contained in the forward-looking statements is contained under the caption "Risk Factors" in Eros' Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission. Eros undertakes no obligation to revise the forward-looking statements included in herein to reflect any future events or circumstances, except as required by law. Eros' actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements.

SUMMARISED AUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF MARCH 31, 2012 AND 2011

 
 
 
                                                      As at March 31 
                                             ------------------------------ 
                                      Note        2012            2011 
 
                                               (in thousands) 
ASSETS 
Non-current assets 
Property, plant and equipment         5           $12,622           $14,075 
Goodwill                                            1,878             1,878 
Intangible assets - trade name                     14,000            14,000 
Intangible assets - content           6           473,092           421,901 
Intangible assets - others            7             1,870               698 
Available-for-sale financial 
 assets                                            30,385            25,556 
Deferred tax assets                                   407               265 
 
                                                 $534,254          $478,373 
 
Current assets 
Inventories                                        $1,130            $1,561 
Trade and other receivables           8            78,650            57,659 
Current tax receivable                              4,937             6,081 
Other financial assets                              1,573                 - 
Cash and cash equivalents             10          145,422           126,167 
 
                                                  231,712           191,468 
 
Total assets                                     $765,966          $669,841 
 
LIABILITIES 
Current liabilities 
Trade and other payables              9           $27,239           $23,197 
Short-term borrowings                 11           68,527            49,611 
Other financial liabilities                         1,538             4,579 
Current tax payable                                 2,610               429 
 
                                                  $99,914           $77,816 
 
Non-current liabilities 
Long-term borrowings                  11         $180,768          $149,310 
Other financial liabilities                        11,027                 - 
Deferred tax                                       20,009            17,340 
 
                                                  211,804           166,650 
 
Total liabilities                                 311,718           244,466 
 
Net assets                                       $454,248          $425,375 
 
EQUITY 
Equity attributable to equity 
 holders of the parent 
Share capital                         12          $21,687           $21,349 
Share premium                                     135,008           128,296 
Translation reserve                              (20,534)               102 
Reverse acquisition reserve                      (22,752)          (22,752) 
Other reserves                                     59,781            56,893 
Retained earnings                                 242,975           205,745 
 
                                                  416,165           389,633 
 
Non controlling interest                           38,083            35,742 
 
Total equity                                     $454,248          $425,375 
 
 
 

SUMMARISED AUDITED CONSOLIDATED INCOME STATEMENTS

FOR THE YEAR ENDED MARCH 31, 2012 AND 2011

 
 
 
                                         Year ended March 31 
                               Note       2012          2011 
 
                                       (in thousands, except 
                                        per share amounts) 
Revenue                         1         $206,474    $164,613 
Cost of sales                            (117,044)    (88,017) 
 
Gross profit                                89,430      76,596 
Administrative costs                      (27,992)    (20,518) 
 
Operating profit                            61,438      56,078 
Financing costs                            (5,697)     (3,570) 
Finance income                               4,688       1,986 
 
Net finance costs               2          (1,009)     (1,584) 
Other gains/(losses)            3          (6,790)       1,293 
Profit before tax                           53,639      55,787 
Income tax expense                        (10,059)     (8,237) 
 
Profit for the year                        $43,580     $47,550 
 
Attributable to: 
Owners of the parent                        37,406      44,796 
Non-controlling interest                     6,174       2,754 
 
                                           $43,580     $47,550 
 
Earnings per share (cents) 
Basic earnings per share        4             31.9        38.6 
Diluted earnings per share      4             31.4        38.1 
 

SUMMARISED AUDITED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED MARCH 31, 2012 AND 2011

 
 
 
                                                            Year ended March 31 
                                                        ------------------------- 
                                                 Note        2012          2011 
 
                                                            (in thousands, except 
                                                                per share amounts 
Profit for the year                                          $ 43,580     $47,550 
Reclassification of revaluation of 
 freehold buildings                                                 -        (67) 
Reclassification adjustment relating 
 to available-for-sale financial assets                         1,230           - 
Fair value adjustment of available-for-sale 
 financial assets                                               4,829     (3,045) 
Exchange differences on translating 
 foreign operations                                          (30,049)         376 
Reclassification of gains on cash 
 flow hedges                                                    4,405     (3,068) 
Change in fair value of cash flow 
 hedges                                                       (3,847)       3,617 
 
Total comprehensive income for the 
 year                                                        $ 20,148     $45,363 
Attributable to non-controlling interests                     $ 1,602      $2,758 
 
Attributable to owners of Eros International 
 Plc                                                         $ 18,546     $42,605 
 
 

SUMMARISED AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2012 AND 2011

 
 
 
                                                                        Year ended March 31 
                                                                   --------------------------- 
                                                            Note        2012           2011 
 
                                                                          (in thousands) 
Cash flow from operating activities 
Profit before tax                                                        $53,639       $55,787 
Adjustments for: 
                Depreciation                                               1,275           928 
                Share based payment                                        5,289           927 
                Amortization of intangibles                               86,804        68,114 
                Non cash items                                             5,511             - 
                Net finance charge                                         1,009         1,584 
               Impairment of available-for-sale 
                financial assets                                               -             - 
                Movement in trade and other receivables                 (27,689)       (2,618) 
                Movement in inventories                                      341           248 
                Movement in trade payables                                 5,861       (7,873) 
                    (Gain)/loss on sale of property, 
                     plant and equipment                                     239         (193) 
 
Cash generated from operations                                           132,279       116,904 
                Interest paid                                           (10,368)       (9,906) 
                Income taxes paid                                        (4,208)       (6,337) 
 
Net cash generated from operating 
 activities                                                            $ 117,703      $100,661 
 
Cash flows from investing activities 
Purchase of property, plant and 
 equipment                                                               (1,224)       (9,964) 
Proceeds from disposal of property, 
 plant and equipment                                                           8           784 
Purchase of intangible film rights 
 and related content                                                   (142,675)     (129,806) 
Purchase of intangible assets others                                     (1,572)         (268) 
(Purchase)/Sale of available-for-sale 
 financial assets                                                              -       (2,020) 
Interest received                                                          3,796         1,942 
 
Net cash used in investing activities                                $ (141,667)    $(139,332) 
 
Cash flows from financing activities 
Net proceeds from issue of share 
 capital by subsidiary                                                     1,498        71,063 
Net proceeds from issue of share 
 capital                                                                      15             - 
Proceeds/(repayment) of short-term 
 borrowings                                                               19,588         8,613 
Proceeds/(repayment) from long-term 
 borrowings                                                               30,655       (2,233) 
 
Net cash generated from financing 
 activities                                                             $ 51,756       $77,443 
 
Net increase in cash and cash equivalents                                 27,792        38,772 
Effects of exchange rate changes 
 on cash and cash equivalents                                            (8,537)         (218) 
Cash and cash equivalents at beginning 
 of year                                                                 126,167        87,613 
 
Cash and cash equivalents at end 
 of year                                                               $ 145,422      $126,167 
 
 

SUMMARISED AUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED MARCH 31, 2012

 
 
                                 Share                                   Reverse                                 Non- 
                      Share      Premium    Translation    Retained    Acquisition     Other                  Controlling     Total 
                     Capital     Account      Reserve      Earnings      Reserve      Reserves     Total       Interest       Equity 
                                                                      (in thousands) 
Balance at March 
 31, 2011            $21,349    $128,296           $102    $205,745      $(22,752)     $56,893    $389,633        $35,742    $425,375 
Gain/Losses of 
 available for 
 sale financial 
 assets                    -           -              -           -              -       1,230       1,230              -       1,230 
Fair value 
 adjustments of 
 available for 
 sale financial 
 assets                    -           -        (1,617)           -              -       6,446       4,829              -     $ 4,829 
Reclassification 
 of loss on cash 
 flow hedges               -           -              -           -              -       4,405       4,405              -       4,405 
Fair value 
 adjustment of 
 cash flow hedge           -           -              -           -              -     (3,847)     (3,847)              -     (3,847) 
 
Exchange 
 difference on 
 translating 
 foreign 
 operations                -           -       (19,019)           -              -     (6,458)    (25,477)        (4,572)    (30,049) 
 
Other 
 comprehensive 
 income                    -           -       (20,636)           -              -       1,776    (18,860)        (4,572)    (23,432) 
Profit for the 
 year                      -           -              -      37,406              -           -      37,406          6,174      43,580 
 
Total 
 comprehensive 
 income for the 
 period                    -           -       (20,636)      37,406              -       1,776      18,546          1,602      20,148 
 
Shares issued              -           -              -       (176)              -       1,112         936            562       1,498 
Share based 
 payment                 338       6,712              -           -              -           -       7,050            177       7,227 
Balance at March 
 31, 2012            $21,687    $135,008      $(20,534)    $242,975      $(22,752)     $59,781    $416,165        $38,083    $454,248 
 
 

(1) During the year ended March 31, 2012 the Group's Indian subsidiary, Eros International Media Limited, has issued shares to the employees of the company under ESOP scheme resulting in an increase in the non-controlling interest in accordance with the policy set out in 3.2 to the principal accounting policies.

SUMMARISED AUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED MARCH 31, 2011

 
                                    Share                                   Reverse                                 Non- 
                         Share      Premium    Translation    Retained    Acquisition     Other                  Controlling     Total 
                        Capital     Account      Reserve      Earnings      Reserve      Reserves     Total       Interest       Equity 
                                                                         (in thousands) 
 Balance at March 
  31, 2010              $21,349    $128,296         $(270)     $171,54      $(22,752)       $6,81    $304,989         $2,200    $307,189 
 Revaluation 
  adjustment of 
  freehold buildings          -           -              -           -              -        (67)        (67)              -        (67) 
 Fair value 
  adjustment of 
  available-for-sale 
  financial assets            -           -              -           -              -     (3,045)     (3,045)              -     (3,045) 
 Reclassification of 
  gain on cash flow 
  hedges                      -           -              -           -              -     (3,068)     (3,068)              -     (3,068) 
 Fair value 
  adjustment of cash 
  flow hedge                  -           -              -           -              -       3,617       3,617              -       3,617 
 Exchange difference 
  on translating 
  foreign operations          -           -            372           -              -           -         372              4         376 
 
 Other comprehensive 
  income                      -           -            372           -              -     (2,563)     (2,191)              4     (2,187) 
 Profit for the year          -           -              -      44,796              -           -      44,796          2,754      47,550 
 
 Total comprehensive 
  income for the 
  period                      -           -            372      44,796              -     (2,563)      42,605          2,758      45,363 
 
 Shares issued by 
  subsidiaries(1)             -           -              -    (11,527)              -      52,639      41,112         30,784      71,896 
 Share based payment          -           -              -         927              -           -         927              -         927 
 Balance at March 
  31, 2011              $21,349    $128,296           $102    $205,745     $(22,752))     $56,893    $389,633        $35,742    $425,375 
 

(1) During the year ended March 31, 2011 the Group's Indian subsidiary, Eros International Media Limited, completed an IPO resulting in an increase in the non-controlling interest in accordance with the policy set out in 3.2 to the principal accounting policies.

   1       BUSINESS SEGMENTAL DATA 

Eros acquires, co-produces and distributes Indian films in multiple formats worldwide. Film content is monitored and strategic decisions around the business operations are made based on the film content, whether it is new release or catalogue. Hence, management identifies only one operating segment in the business, film content. We distribute our film content to the Indian population in India, the South Asian diaspora worldwide and to non-Indian consumers who view Indian films that are subtitled or dubbed in local languages. As a result of these distribution activities, Eros has identified four geographic markets, India, North America, Europe and the Rest of the World.

Revenues are presented based on the region of domicile and by customer location:

 
 
 
                                    Year ended March 31 
                                ----------------------- 
                                       2012        2011 
 
                                     (in thousands) 
Revenue by region of domicile 
India                             $ 113,573     $81,292 
Europe                               41,828      44,529 
North America                        10,454       5,056 
Rest of the world                    40,619      33,736 
 
                                  $ 206,474    $164,613 
 
 
 
 
 
                                   Year ended March 31 
                                      2012        2011 
 
                                        (in thousands) 
Revenue by customer location 
India                             $136,942    $108,339 
Europe                              26,852      21,787 
North America                        8,379       8,617 
Rest of the world                   34,301      25,870 
 
        Total Revenue             $206,474    $164,613 
 
 

One customer, an aggregator of television rights, Dhrishti Creations Pvt. Ltd., accounted for 11.8% of the Group's total revenues for the year ended March 31, 2012. (2011: 23 %) For the year ended March 31,2012 and March 31, 2011 no customers other than Dhrishti Creations Pvt. Ltd. accounted for more than 10% of the Group's total revenues.

There were no significant non-cash expenses during the year except the impairment, loss on sale of assets, share based incentives, depreciation, derivative interest and amortization disclosed above and a share based payment charge of 2012: $5,289,451 (2011: $927,000).

 
 
                                      North                  Rest of the 
                          India       America     Europe        World 
Assets                                   (in thousands) 
As of March 31, 2012     $273,435      $3,397    $162,853      $ 326,281 
As of March 31, 2011     $254,383      $1,759    $152,273       $261,426 
 
 
 
                                                             Rest of 
                                      North                    the 
                          India       America    Europe       World 
Liabilities                             (in thousands) 
As of March 31, 2012     $113,458        $874    $37,983    $ 159,403 
As of March 31, 2011     $ 80,978        $888     $5,091    $ 157,509 
 
   2          FINANCE CHARGES AND INCOME 
 
 
 
                                                       Year ended March 31 
                                                   ----------------------- 
                                                          2012        2011 
 
                                                     (in thousands) 
 
Interest on bank overdrafts and loans                  $ 9,341     $ 8,677 
Interest on other borrowings                               120           - 
Total interest expense for financial liabilities 
 not classified at fair value through profit 
 or loss                                                 9,461       8,677 
Reclassification of gains on hedging previously 
 recognized in other comprehensive income                2,223       3,068 
Loss arising on interest swaps as designated 
 hedging instruments                                         -           - 
Capitalized interest on filmed content                 (5,987)     (8,175) 
 
                                                         5,697       3,570 
Less: Interest Received                                (4,688)     (1,986) 
 
                                                       $ 1,009      $1,584 
 
 

For the year ended March 31, 2012, the capitalization rate of interest was 5.2% (2011: 6.0%).

   3       OTHER GAINS AND LOSSES 
 
 
 
                                                                 Year ended March 31 
                                                             ------------------------- 
                                                                  2012         2011 
 
                                                               (in thousands) 
(Gain)/loss on disposal of property, plant 
 and equipment                                                      $ 239      $ (193) 
Net foreign exchange (gains)/losses                                 1,057      (1,100) 
Net (gain)/loss on held for trading financial 
 liabilities                                                        4,264            - 
Hedge ineffectiveness on cash flow hedges                               -            - 
Reclassification adjustment relating to available-for-sale 
 financial assets                                                   1,300            - 
Foreign exchange (gain)/loss on available-for 
 sale financial assets                                               (70)            - 
 
                                                                   $6,790    $ (1,293) 
 
 
 

The net loss on held for trading financial liabilities in the year ended March 31, 2012 principally relates to losses arising on a previously effective interest swap as a result of a change in hedging strategy.

   4          EARNINGS PER SHARE 
 
                                                   Year ended March 31 
                                    ------------------------------------------------ 
                                                            2012                2011 
 
                                        Basic    Diluted        Basic        Diluted 
                                                      (in thousands, except earnings 
                                                                          per share) 
Earnings 
Earnings attributable to the 
 equity holders of the parent         $37,406    $37,406      $44,796        $44,796 
 
Potential dilutive effect related 
 to share based compensation 
 scheme in subsidiary undertaking           -      (507)            -          (481) 
 
Adjusted earnings attributable 
 to equity holders of the parent      $37,406    $36,899      $44,796        $44,315 
 
Number of shares 
Weighted average number of shares     117,227    117,227      116,134        116,134 
Potential dilutive effect related 
 to share based compensation 
 scheme                                     -        187            -            187 
 
Adjusted weighted average number 
 of shares                            117,227    117,414      116,134        116,321 
 
Earnings per share 
Earnings attributable to the 
 equity holders of the parent 
 per share (cents)                       31.9       31.4         38.6           38.1 
 
 
 
   5     PROPERTY, PLANT AND EQUIPMENT 
 
                                                Year ended March 31, 2012 
                               Land        Furniture, 
                                and        Fittings and                Plant and 
                              Building      Equipment      Vehicles     Machinery     Total 
                                                      (in thousands) 
Opening net book amount       $ 10,767          $ 1,516        $581        $1,211     $14,075 
Exchange differences             (755)            (389)        (63)            52     (1,155) 
Additions                          189               14          95           926       1,224 
Disposals                            -            (136)         (7)         (104)       (247) 
Depreciation charge              (659)             (88)       (150)         (378)     (1,275) 
 
Closing net book amount         $9,542            $ 917       $ 456       $ 1,707    $ 12,622 
 
 
                                                   As at March 31, 2012 
                                                      (in thousands) 
Cost or valuation              $11,198           $2,367      $1,725       $ 6,005      21,295 
Accumulated depreciation       (1,656)          (1,450)     (1,269)       (4,298)     (8,673) 
 
Net book amount                $ 9,542              917         456         1,707      12,622 
 
 
 
 
                                                Year ended March 31, 2011 
                               Land        Furniture, 
                                and        Fittings and                Plant and 
                              Building      Equipment      Vehicles     Machinery     Total 
                                                     (in thousands) 
Opening net book amount         $2,271           $1,012        $594        $1,556     $5,433 
Exchange differences               218               18           6            20        262 
Additions                        8,834              622         301           142      9,899 
Disposals                        (429)                -       (159)           (3)      (591) 
Depreciation charge              (127)            (136)       (161)         (504)      (928) 
 
Closing net book amount        $10,767           $1,516        $581        $1,211    $14,075 
 
 
                                                  As at March 31, 2011 
                                                     (in thousands) 
Cost or valuation               11,764            2,742       1,693         5,027     21,226 
Accumulated depreciation         (997)          (1,226)     (1,112)       (3,816)    (7,151) 
 
Net book amount                $10,767           $1,516        $581        $1,211    $14,075 
 
 
 
 

Land and buildings with a carrying amount of approximately $8,239,807 (2011; $9,932,465) have been pledged to secure borrowings (see note 18).

   6       INTANGIBLE CONTENT ASSETS 
 
 
                            Gross Content     Accumulated 
                                Assets        Amortization    Content Assets 
                                             (in thousands) 
As at March 31, 2012 
Film and content rights           599,172        (288,457)           310,715 
Content advances                  162,377                -           162,377 
 
Non Current Content 
 assets                          $761,549       $(288,457)          $473,092 
 
As at March 31, 2011 
Film productions                     $170                -              $170 
Film and content rights           487,046        (228,680)           258,366 
Content advances                  163,365                -           163,365 
 
Non Current Content 
 assets                          $650,581       $(228,680)          $421,901 
 
 

Changes in the main content assets are as follows:

 
 
 
                                             Year ended March 31 
                                                 2012        2011 
 
                                                   (in thousands) 
Film productions 
Opening balance                                  $170      $7,878 
Additions                                          22       1,297 
Changes in foreign currency translation          (22)        (88) 
Transfer to film and content rights             (170)     (8,917) 
 
Closing balance                                    $-        $170 
 
Content advances 
Opening balance                              $163,365    $123,106 
Additions                                     159,725     136,684 
Changes in foreign currency translation      (13,489)       1,649 
Transfer to film and content rights         (147,224)    (98,074) 
 
Closing balance                              $162,377    $163,365 
 
Film and content rights 
Opening balance                              $258,366    $218,244 
Amortization                                 (86,525)    (67,839) 
Changes in foreign currency translation       (8,520)         970 
Transfer from other content assets            147,394     106,991 
 
Closing balance                              $310,715    $258,366 
 
 
   7       OTHER INTANGIBLE ASSETS 

Other intangibles are comprised of internally generated software used within the Group's digital and home entertainment activities.

 
 
                                Year ended March 31 
                                    Accumulated 
                         Gross      Amortization      Net 
                                   (in thousands) 
As at March 31, 2012     $3,422         $(1,552)    $ 1,870 
 
As at March 31, 2011     $1,971         $(1,273)       $698 
 
 

The changes in other intangible assets are as follows:

 
 
 
                                              Year ended March 
                                                            31 
                                          -------------------- 
                                                2012      2011 
 
                                            (in thousands) 
Opening balance                                 $698      $692 
Additions during the year                      1,572       268 
Changes in foreign currency translation        (121)        13 
Amortization                                   (279)     (275) 
 
Closing balance                               $1,870      $698 
 
 
   8       TRADE AND OTHER RECEIVABLES 
 
 
 
                                          As at March 31 
                                      -------------------- 
                                         2012       2011 
 
                                          (in thousands) 
Trade accounts receivable               $61,819    $49,794 
Trade accounts receivable reserve         (478)      (221) 
 
Trade accounts receivable net            61,341     49,573 
Other receivables                        11,805      7,285 
Prepaid charges                           5,504        801 
 
Trade accounts receivable and other     $78,650    $57,659 
 
 

An element of trade accounts receivable that have not been impaired are past due as at the reporting date. The age of these financial assets past due were as follows:

 
 
 
                                                  As at March 31 
                                               ------------------ 
                                                  2012      2011 
 
                                                  (in thousands) 
Not more than three months                       $4,219      $963 
More than three months but not more than six 
 months                                           1,032       793 
More than six months but not more than one 
 year                                               829     1,201 
More than one year                                1,469     2,513 
 
                                                 $7,549    $5,470 
 
 

The movements in the trade receivable provisions are as follows:

 
 
                  As at March 31 
                  2012      2011 
 
                  (in thousands) 
At April 1          $221      $87 
Utilizations       (124)        - 
Provisions           381      134 
 
At March 31         $478     $221 
 
 

The carrying amount of trade and other receivables is considered a reasonable approximation of fair value. There were no amounts held as collateral in respect of any of the years.

   9       TRADE AND OTHER PAYABLES 
 
 
 
 
                                           As at March 31 
                                        ------------------ 
                                           2012     2011 
                                                   ------- 
 
                                           (in thousands) 
Trade accounts payable                    $10,399  $15,134 
Accruals & other payables                  12,071    3,038 
Social security & other taxes payable       4,769    5,025 
 
                                          $27,239  $23,197 
 
 

The Group considers that the carrying amount of trade and other payables approximate their fair value.

   10     CASH AND CASH EQUIVALENTS 

Cash and Cash equivalents consist of cash on hand and balance with banks and investments in money market investments, noted as held - to - maturity investments. Cash and Cash equivalents included in the statement of cash flows comprise amounts in the statement of financial position.

 
 
 
                                    As at March 31 
                               ---------------------- 
                                   2012        2011 
 
                                    (in thousands) 
Held-to-maturity investments       $8,552     $33,268 
Cash at bank and in hand          136,870      92,899 
 
                                 $145,422    $126,167 
 
 
   11     BORROWINGS 

Analysis of long-term borrowings

 
                                                                      As at March 
                                                                               31 
                                                                      ----------- 
 
                                                 Nominal 
                                           Interest Rate    Maturity         2012         2011 
                                                       % 
                                                                                (in thousands) 
Asset backed borrowings 
Term loan                                     LIBOR+7.5%        2015      $ 1,819      $ 2,830 
Term loan                                      BPLR+5.5%        2012            -          557 
Term loan                                     LIBOR+8.5%        2017        2,033        3,376 
Term loan                                           BPLR        2012            -           75 
Term loan                                     BPLR+1.25%        2012            -          135 
Asset loan                                        10-15%        2015          819        1,247 
Term loan                                      BR + 5.5%        2012            -        5,131 
Term loan                                         10-15%        2012          157           45 
Term loan                                       BR+1.80%        2017       19,665            - 
 
                                                                          $24,493      $13,396 
 
Unsecured borrowings 
Other borrowings                                   10.5%        2022     $ 10,804            - 
$100 million revolving 
 facility                                    LIBOR+1.65%        2012            -     $100,000 
$25 million revolving 
 facility                                    LIBOR+2.35%        2012            -       25,000 
$20 million revolving 
 facility                                      LIBOR +3%        2012            -       20,000 
$150 million revolving                       LIBOR +1.9% 
 facility                             - 2.9% + Mandatory 
                                                    Cost        2017    $ 150,000            - 
 
                                                                        $ 160,804     $145,000 
 
Nominal value of borrowings                                             $ 185,297    $ 158,396 
Cumulative effect of unamortized 
 costs                                                                    (2,183)        (845) 
Installments due within 
 one year                                                                 (2,346)      (8,241) 
 
Long-term borrowings - 
 at amortised cost                                                      $ 180,768    $ 149,310 
 
 

Bank prime lending rate ("BPLR") is the Indian equivalent to LIBOR. Asset backed borrowings are secured by fixed and floating charges over certain group assets.

Analysis of short-term borrowings

 
 
 
                                                                As at March 31 
                                                            -------------------- 
                                         Nominal interest 
                                              rate (%)         2012       2011 
 
                                                                (in thousands) 
Asset backed borrowings 
Export credit and overdraft              LIBOR+ 1-2.5%        $40,626    $26,825 
 
Unsecured Borrowings 
Commercial Paper                         10.95% -11.95%        25,555      4,506 
Book Overdraft                           BR+ 2%                     -     10,039 
Installments due within one year 
 on long-term borrowings                                        2,346      8,241 
 
Short-term borrowings - at amortised 
 cost                                                         $68,527    $49,611 
 
   12     ISSUED SHARE CAPITAL 
 
 
                                                                                          Number of 
                                                                                            Shares           GBP 
                                                                                                        (in thousands) 
Authorized 
200,000,000 ordinary shares of 10p each ("Ordinary Shares") at March 31, 2012, and 
 March 31, 
 2011                                                                                    200,000,000            20,000 
 
 
 
 
                                             Number of 
                                               Shares            USD 
                                                           (in thousands) 
Allotted, called up and fully paid 
As at March 31, 2010 and March 31, 2011     116,133,758            21,349 
Allotment of shares on 1 June 2011              107,776                18 
Allotment of shares on 3 October 2011         2,075,340               320 
As at March 31, 2012                        118,316,874            21,687 
 
 

The allotment of shares on June 1, 2011 were shares issued for employee bonus/remuneration issued at $3.60 a share based on the mid-market price on May 31, 2011. The allotment on October 3, 2011 were shares issued to employees, directors and a charity as bonus/remuneration/charitable donation at $3.20 a share based on the mid-market price on October 3, 2011.

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

   13         MAJOR CONSOLIDATED ENTITIES 
 
 
                                                              Country        % of voting 
                                                                 of             rights 
                                              Date         Incorporation         held 
Eros Network Limited                           June 06               U.K.            100 
Eros International Limited                     June 06               U.K.            100 
Eros International USA Inc                     June 06               U.S.            100 
Eros Music Publishing Limited                  June 06               U.K.            100 
Eros Worldwide FZ-LLC                          June 06                UAE            100 
Eros International Media Limited               June 06              India          77.83 
Eros International Films Pvt. Limited          June 06              India            100 
Eros Pacific Limited                           June 06               Fiji            100 
Eros Australia Pty Limited                     June 06          Australia            100 
Big Screen Entertainment Pvt. Limited       January 07              India             64 
Copsale Limited                                June 06                BVI            100 
Ayngaran International Limited              October 07                IOM             51 
Ayngaran International UK Limited           October 07               U.K.             51 
Ayngaran International Media Pvt. 
 Limited                                    October 07              India             51 
Acacia Investments Holdings Limited           April 08                BVI            100 
Eyeqube Studios Pvt. Limited                January 08              India          99.99 
Belvedere Holdings Pte. Ltd.                March 2010          Singapore            100 
Eros International Pte Ltd.                August 2010          Singapore            100 
Ayngaran Anak Media Pvt. Limited            October 08              India             51 
 

All of the companies were involved with the distribution of film content and associated media. All the companies are indirectly owned with the exception of Eros Network Limited and Eros Worldwide FZ-LLC.

The Group was holding 99.99% share capital of Eros International Media Ltd (EIML) as on April 1, 2010.

The shareholding of the Group reduced to 78.11% on IPO of EIML on October 1, 2010. The Group shareholdings further reduced to 77.98 % on October 14, 2010 and 77.83% on February 2, 2012 on exercise of ESOP by the employees.

   14         POST BALANCE SHEET EVENTS 

On 24 April 2012 following an EGM shareholders approved the waiving of pre-emption rights in connection with the proposed allotment and issue of such number of A Ordinary Shares as the Directors may in their absolute discretion determine in connection with a registered public offering in the US of such A Ordinary Shares and the proposed listing of A Ordinary Shares on the New York Stock Exchange. In addition, Shareholders also approved the following actions, all of which are subject to, and will have effect only on the listing of the A Ordinary Shares on the New York Stock Exchange:

   --      adoption of the New Articles; 

-- re-designation of all Shares, save for those Shares held by the B Shareholders (the Company's founders as described below), as A Ordinary Shares;

   --      re-designation of all Shares held by the B Shareholders as B Ordinary Shares; and 

-- cancellation of the admission of the A Ordinary Shares to trading on AIM, as soon as practicable after the listing of the A Ordinary Shares on the New York Stock Exchange.

On 3 May 2012 shareholders approved a resolution, relating to a 1 for 3 share consolidation subject to the anticipated New York Exchange Listing. The amounts disclosed in respect of the following share grant awards, joint share ownership plan and option awards are stated before the 1 for 3 share consolidation. The vesting of the awards and share ownership plan are conditional on the New York Stock Exchange listing.

The share grant awards

On March 29, 2012, our board of directors approved a grant of our A ordinary shares in an aggregate amount of up to 1% of our issued share capital following this offering, or the Share Grant Awards, to certain employees and directors of the Company and certain subsidiaries and holding companies in connection with this offering. On April 17, 2012, as part of the Share Grant Awards, we approved a grant of 8, 99,436 of our A ordinary shares to certain of our employees, valued at a price equal to the New York Stock Exchange initial public offering price per share in this offering, conditional upon the consummation of this offering and continued employment for six months following consummation of the offering.

The joint share ownership plan

On March 29, 2012, our board of directors approved a joint share ownership program, or JSOP, pursuant to which certain of our employees and executive directors, and of certain of our subsidiaries, may acquire shares jointly with the trustee of our Employee Benefit Trust upon receiving a grant by our board of directors to do so. Our board of directors has approved the grant of an aggregate number of A ordinary shares issued pursuant to the JSOP and the Option Awards, as discussed below, not to exceed 8% of our issued share capital following this offering. The ownership and related vesting arrangements for such grants will be governed by deeds between each participant and the trustee. Pursuant to the deed governing the Employee Benefit Trust, the trustee has waived its rights to receive dividends, but has retained its right to vote shares. Over time, the participant may transfer or dispose of a portion of his or her interest in the shares subject to the occurrence of certain conditions set forth in the deed. Upon certain triggering events as specified in the deed, the trustee will have the option to acquire the beneficial interest belonging to the participant by paying the option price as determined pursuant to the formula set

forth in the deed.

On April 18, 2012, we issued 6,000,492 ordinary shares at an initial value set forth in the deeds governing these shares to the Company's Employee Benefit Trust for the benefit of certain of our employees under the JSOP, which shares will be admitted to trading on the AIM Market until our delisting in connection with the offering. Upon the listing of our A ordinary shares, the value of these shares will be adjusted to equal the initial public offering price of this offering per share. Under the deeds governing these shares, each participant will be required to pay a nominal amount to acquire shares and the trustee will be required to pay the Company the remaining market value of such shares, as defined in the relevant deed, at time of acquisition. Over time and subject to certain conditions, if these shares increase in value from the initial public offering price of this offering per share, the participant's interest in those shares will increase proportionately. The consideration for these shares was funded by a loan from us to the Employee Benefit Trust, which will be repaid upon demand by the Company, by all cash held by the Employee Benefit Trust within seven days of receipt of such demand and by cash received upon sale of any shares held by the Employee Benefit Trust, within seven days of such sales. Upon the listing of our A ordinary shares on the NYSE, the principal amount of the loan will be adjusted to reflect the initial public offering price of this offering per share. These shares are subject to three different vesting and performance conditions set out in separate JSOP deeds. Under two of these deeds, our board of directors may permit up to 10% of the applicable shares to vest after May 31, 2013, and up to 20% of the applicable shares in the aggregate to vest after May 31, 2014. After May 31, 2015, some or all of the remaining shares under these two deeds will vest automatically only if a specified level of total shareholder return or earnings per share, as applicable, has been met. The shares covered by the third deed automatically vest in their entirety after May 31, 2015, if the specified level of total shareholder return has been met. Until a participant's rights in these shares vest, the rights to vote and receive dividends associated with such unvested shares will remain with the trustee.

The option awards

On March 29, 2012, our board of directors approved a grant of options for ordinary shares, or the Option Awards, to certain employees and directors of the Company and certain subsidiaries and holding companies of the Company. The aggregate number of Option Awards, together with any A ordinary shares issued pursuant to the JSOP, will not exceed 8% of our issued share capital following the offering. On April 17, 2012, we approved a grant to certain of our employees and consultants of 2,422,944 ordinary share options with an exercise price equal to the initial public offering price of this offering per share. These options will be subject to three different vesting and performance conditions, similar to those described above for the shares issued under the JSOP on April 18, 2012. Our board of directors may permit up to 10% of the applicable options to vest after May 31, 2013, and up to an aggregate of 20% of the applicable options to vest after May 31, 2014. After May 31, 2015, the remaining options subject to these vesting and performance conditions will vest automatically if a specified level of total shareholder return or earnings per share, as applicable, has been met. The third group of options will automatically vest in their entirety after May 31, 2015, if the specified level of total shareholder return has been met.

Also on April 17, 2012, we approved a grant to certain employees and consultants of 1,795,008 ordinary share options with an exercise price equal to the initial public offering price of this offering per share. 400,008 of these options will vest monthly over a period of 24 months, and the remaining 1,395,000 will vest quarterly over a period of five years.

Board Appointment

On June 22, 2012 Jyoti Deshpande, the Company's former Group Chief Executive Officer & Managing Director rejoined Eros in her former role.

Acquisition of B4U

The Company had previously announced that it anticipates entering into a definitive agreement on or after April 24, 2012 to acquire a 100% control of B4U Television Network ("B4U"), the global Bollywood television network. Since the agreement was not executed by all selling shareholders within a reasonable timeframe, the transaction has not been completed as intended and stands cancelled. The Company continues to own 24% non-controlling interest in B4U.

   15         Basis of preparation 

The full year results for the year ended 31 March 2012 have been extracted from the audited consolidated financial statements which have not yet been dispatched to shareholders. The financial information set out in this preliminary announcement does not constitute statutory accounts but is derived from those accounts. While the financial information in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The auditors have reported on the statutory accounts for the year ended 31 March 2012 and their report was unqualified. The financial information relating to the year ended 31 March 2011 is extracted from the statutory accounts for that period, which contain an unqualified auditors report.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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