0001193125-15-389706.txt : 20151127 0001193125-15-389706.hdr.sgml : 20151126 20151127165730 ACCESSION NUMBER: 0001193125-15-389706 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20151127 DATE AS OF CHANGE: 20151127 GROUP MEMBERS: ARTHUR HEBERT GROUP MEMBERS: BELITA ONG GROUP MEMBERS: GIFFORD COMBS GROUP MEMBERS: JAMES B. ROSENWALD III GROUP MEMBERS: MICHELLE LYND GROUP MEMBERS: ROSENWALD CAPITAL MANAGEMENT, INC. GROUP MEMBERS: STEVEN D. PERSKY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eros International PLC CENTRAL INDEX KEY: 0001532981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87719 FILM NUMBER: 151258279 BUSINESS ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 BUSINESS PHONE: 91 (22) 6602 1500 MAIL ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dalton Investments LLC CENTRAL INDEX KEY: 0001388838 IRS NUMBER: 954736598 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD. STREET 2: SUITE 5050 N CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (424) 231-9100 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD. STREET 2: SUITE 5050 N CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13D/A 1 d64262dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

EROS INTERNATIONAL PLC

(Name of Issuer)

A Ordinary Shares, Par Value GBP 0.30 per Share

(Title of Class of Securities)

B86NL05

(CUSIP Number)

Michelle Lynd

Dalton Investments LLC

1601 Cloverfield Boulevard, Suite 5050 North

Santa Monica, CA 90404

(424) 231-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 27, 2015

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Dalton Investments LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

2,059,152

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

2,059,152

   10.   

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,059,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%*

14.  

Type of Reporting Person (See Instructions)

 

IA, OO

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s (as defined in Item 1 herein) Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Rosenwald Capital Management, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

New York

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

50,000

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

50,000

   10.   

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

30,000

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.2%*

14.  

Type of Reporting Person (See Instructions)

 

IA, CO

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

James B. Rosenwald III

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

50,000

     8.   

Shared Voting Power

 

2,059,152

     9.   

Sole Dispositive Power

 

50,000

   10.   

Shared Dispositive Power

 

2,059,152

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,109,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.6%*

14.  

Type of Reporting Person (See Instructions)

 

IN, HC

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Steven D. Persky

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

2,059,152

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

2,059,152

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,059,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%*

14.  

Type of Reporting Person (See Instructions)

 

IN, HC

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Gifford Combs

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

2,059,152

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

2,059,152

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,059,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%*

14.  

Type of Reporting Person (See Instructions)

 

IN, HC

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Belita Ong

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

2,059,152

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

2,059,152

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,059,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%*

14.  

Type of Reporting Person (See Instructions)

 

IN, HC

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Arthur Hebert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

2,059,152

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

2,059,152

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,059,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%

14.  

Type of Reporting Person (See Instructions)

 

IN, HC

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


CUSIP No. B86NL05  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

 

Michelle Lynd

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

2,059,152

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

2,059,152

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,059,152

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

6.4%*

14.  

Type of Reporting Person (See Instructions)

 

IN, HC

 

* Based upon 31,982,488 Shares (as defined in Item 1 herein), as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.


This Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) relates to the A ordinary shares, par value GBP 0.30 per Share (the “Shares”), of Eros International Plc, an Isle of Man public limited company (the “Issuer”), and amends the Schedule 13D filed on November 2, 2015 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed to amend Item 3, Item 4, Item 5, and Item 7.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is supplementally amended as follows:

The responses to Items 4 and 5 of this Amendment No. 1 are incorporated herein by reference.

The Reporting Persons used working capital of the Advisory Clients to purchase the 2,109,152 Shares reported herein (the “Owned Shares”). The total purchase price for the Owned Shares was $37,827,049, including brokerage commissions.

 

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is supplementally amended as follows:

The responses to Items 3 and 5 of this Amendment No. 1 are incorporated herein by reference.

As contemplated by the Schedule 13D, Dalton and RCM are seeking to engage in constructive discussions with the Issuer’s management. In connection with such objective, Mr. Rosenwald, on behalf of Dalton and RCM, visited with the Issuer to discuss certain corporate governance matters, including the recommendation of a six-point action plan intended to improve the issuer’s overall corporate governance function. Mr. Rosenwald’s correspondence with the Issuer and the Issuer’s responses to Mr. Rosenwald’s recommendations are included as Exhibit B and Exhibit C, respectively.

 

Item 5. Interest in Securities of the Issuer

Paragraphs (a)-(b) of Item 5 of the Original Schedule 13D is supplementally amended as follows:

The percentages used in this Item 5 and in the rest of the Schedule 13D are calculated based upon an aggregate of 31,982,488 Shares outstanding on March 31, 2015 as reported in the Issuer’s Form 20-F/A filed on August 20, 2015.

(a)-(b) The Original Schedule 13D is being amended to include an acquisition by RCM, on October 23, 2015, of 20,000 Shares that was inadvertently omitted from the Original Schedule 13D. As such, including the foregoing transaction, as of the date that the Original Schedule 13D was filed, RCM and Mr. Rosenwald, by virtue of his position as a RCM Individual Reporting Person, may have been deemed to be beneficial owners of 50,000 Shares, which constituted approximately 0.2% of the Issuer’s outstanding Shares. Additionally, on November 16, 2015, Dalton acquired, pursuant to a purchase of common stock, 86,498 Shares, at a price per share of $7.04. In light of the foregoing and taking into account all transactions with respect to the Shares effected through 10:00 a.m., Los Angeles time, on November 27, 2015, (i) Dalton and the Dalton Individual Reporting Persons may be deemed to be the beneficial owners of 2,059,152 Shares, constituting approximately 6.4% of the Issuer’s outstanding Shares and (ii) RCM and the RCM Individual Reporting Person may be deemed to be the beneficial owners of 50,000 Shares, constituting approximately 0.2% of the Issuer’s outstanding Shares.


Item 7. Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is supplementally amended as follows:

The joint filing agreement pursuant to Rule 13d-1(k), attached as Exhibit A.

Mr. Rosenwald’s correspondence with the Issuer, attached as Exhibit B.

The Issuer’s responses to Mr. Rosenwald’s recommendations, attached as Exhibit C.


Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 27, 2015

 

Dalton Investments LLC
By:  

/s/ James B. Rosenwald III

Name: James B. Rosenwald III
Title: Managing Member
Rosenwald Capital Management, Inc.
By:  

/s/ James B. Rosenwald III

Name: James B. Rosenwald III
Title: Chairman and Chief Executive Officer

/s/ James B. Rosenwald III

James B. Rosenwald III

/s/ Stephen D. Persky

Stephen D. Persky

/s/ Gifford Combs

Gifford Combs

/s/ Belita Ong

Belita Ong

/s/ Arthur Hebert

Arthur Hebert

/s/ Michelle Lynd

Michelle Lynd
EX-99.A 2 d64262dex99a.htm EX-99.A EX-99.A

Exhibit A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Date: November 27, 2015

 

Dalton Investments LLC
By:  

/s/ James B. Rosenwald III

Name: James B. Rosenwald III
Title: Managing Member
Rosenwald Capital Management, Inc.
By:  

/s/ James B. Rosenwald III

Name: James B. Rosenwald III
Title: Chairman and Chief Executive Officer

/s/ James B. Rosenwald III

James B. Rosenwald III

/s/ Stephen D. Persky

Stephen D. Persky

/s/ Gifford Combs

Gifford Combs

/s/ Belita Ong

Belita Ong

/s/ Arthur Hebert

Arthur Hebert

/s/ Michelle Lynd

Michelle Lynd
EX-99.B 3 d64262dex99b.htm EX-99.B EX-99.B

Exhibit B

Dear Kishore,

We would like to submit a 6 Point Action Plan to improve the foundation of Corporate Governance at Eros. We would like to use these points as a basis for discussions with you and your Management Team tomorrow. We are certain that if implemented, Eros will be able to rise above any level of international investment scrutiny. We submit these recommendations in a friendly and open format.

 

  1) Additional Independent Directors: Though Eros has David Maisel, founder of Marvel studios as an independent director, it would be a show of confidence if one or more of the top 3 institutional investors (Capital, Fullerton, and Dalton) join the Board of Eros. Majority of the board of directors should be independent.

 

  2) Minimizing/eliminating related party transactions: This might be an opportune time to merge the related family entities with Eros and align the interests of all stake holders of the company to one single entity. This will help greatly further the transformation of Eros from a family run business to a professionally run company with top-notch corporate governance.

 

  3) Simplify corporate structure: There cannot be a better time to de-list the India subsidiary and consolidate with the US parent company. This will greatly simplify the corporate structure and align all shareholder interests to the US listed company.

 

  4) Accounting policy & focus on cash flows: The current revenue recognition as well as amortization policy of Eros may not be the most conservative policy. Amortization of Eros India seems more conservative than Eros plc. It makes sense to use the global standard of amortizing content in proportion to the revenue realization per period as a % of total expected realization. Any other policy other than this can always be disputed. A review of accounting policy to make it conservative over the medium term is advisable. Focus on reducing receivables and change the content pricing model for future licensing transactions to structurally reduce the receivables from increasing beyond a certain limit. Also one of the independent directors with a strong financial background should be posted as the Chairman of the Audit Committee.

 

  5) Stake Increase by Founders & Management & Buyback Strategy:

 

  a) Stake Increase by Founders & Management: Would send a strong signal to the market and key management executives about the promoter family’s long term vision and confidence in the company. More importantly, buyback and stake increase will help prevent any potential business disruption in the form of long term clients and talent walking away from dealing with Eros. Management has to carefully monitor this fallout of the stock price on its day-to-day business operations.

 

  b) Company share buyback: At $7, stocks is deeply undervalued. Would be value accretive to do a buy back and issue later. This will allow the management to issue stock options to key management personnel at a later time.

 

  c) Bond buyback: The UK retail bond trading at just 40 cents. Would be value-accretive to do a buyback and issue debt later when things calm down.

 

  6) Focus on Execution: Investors like buying into well run businesses with strong operating metrics & ROE and are more willing to pay up for conservativeness. Focus on execution & let the numbers speak for themselves.

Warm Regards,

Jamie Rosenwald

EX-99.C 4 d64262dex99c.htm EX-99.C EX-99.C

Exhibit C

Dear Jamie,

Thanks for your mail below and making the time to visit us in India. We agree that continuing to look at our corporate governance will be an important factor in long-term value creation.

On your 6 Point Action Plan specifically:

1) Additional Independent Directors: We agree that we should have more independent members of our board of directors. We are exploring possible candidates, and will also consider our top shareholder’s list for potential Board candidates. We hope to make positive progress on this item in the near term.

2) Minimizing/eliminating related party transactions: Our only related party transactions are property rentals, which are small and at arm’s-length only, and film related co-productions with NextGen, which is a production company. We have always disclosed all transactions transparently exceeding our disclosure requirements, yet we are currently looking at ways to minimize future transactions with NextGen.

3) Simplify corporate structure: We are actively exploring ways to simplify our corporate structure, including the listing of our Indian subsidiary. We agree that it is important to align all shareholder interests to the US listed company and make the structure more transparent, and will continue to work on these goals, subject to regulatory approvals.

4) Accounting policy & focus on cash flows: We follow IFRS governed by IASB and we do not believe that our revenue recognition and amortization policies are aggressive when compared to the policies of our US and Indian peers. These policies are obviously different from US GAAP, but we believe that writing off at least 50% of the production costs in the very first year, and the balance over 9 years, is appropriate for our business and company. We also write off all Advertising and Distribution expenses in the very quarter of the release, and none of that is capitalized. We (and our auditors) test our amortization policy during every measurement period, and our intangibles are also tested for impairment every year. Grant Thornton India LLP, who are our independent auditors, stand by our consolidated financials, and KPMG India conducts our SOX and Internal audit. We are highly focused on maintaining the highest levels of accounting ethics and compliance and ensuring that our disclosures are detailed and accurate. Dilip Thakkar, the Chair of our Audit Committee, brings a lot to the table for a company with an Indian background, as shown by his bio below:

Mr. Dilip Thakkar received a degree in Commerce and Law from Mumbai University. A practicing chartered accountant since 1961, Mr. Thakkar has significant financial experience. He is a senior partner of Jayantilal Thakkar & Co. Chartered Accountants and a member of the Institute of Chartered Accountants in India. In 1986 he was appointed by the Reserve Bank of India as a member of the Indian Advisory Board for HSBC Bank and the British Bank of the Middle East for a period of eight years. He is the former President of the Bombay Chartered Accountants’ Society and was then Chairman of its International Taxation Committee. Mr. Thakkar serves as a non-executive director of seven other listed public limited companies in India and seven foreign companies and he is Chair of Audit for 5 of those companies.

5) Stake Increase by Founders & Management & Buyback Strategy:

a) Stake Increase by Founders & Management: We agree this would send a strong signal to the market and will likely consider such investment when the timing works from a legal compliance perspective.

b) Company share buyback: Again, we will likely consider this when the timing works from a legal compliance perspective. Note that we would also consider whether or not a buyback would be the best use of the company’s funds as compared to continuing to invest in growth.


c) Bond buyback: We believe that, the UK bond is beginning to look up since the change in market sentiment although it is still incredibly cheap for 7 year money. We will be continuing to monitor the situation and will consider a buyback in the future.

6) Focus on Execution: We couldn’t agree more and we assure you that we are very much focused on execution of our film slate expansion of Hindi and regional, our new markets focus such as China and the ErosNow rollout and customer acquisition plan being the major pillars of our strategy. On the balance sheet side we will focus on creating working capital efficiencies by bringing down receivables balances, not exceeding our target investment in content and driving towards becoming free cash flow positive by the end of the year as previously indicated.

We have built Eros brick by brick until now to its market leadership position and we look forward to working with you and our other valued shareholders to help Eros achieve its true potential.

Best regards,

Jyoti

Jyoti Deshpande

Group CEO & MD

Eros International Plc