424B4 1 eps5344.htm EROS INTERNATIONAL PLC Eros International Plc

Filed pursuant to Rule 424(b)(4)
Registration Number 333-180469

P R O S P E C T U S

5,000,000 Shares

 

 

 

Eros International Plc

A Ordinary Shares

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This is Eros International Plc’s initial public offering in the United States. We are selling 5,000,000 A ordinary shares.

The initial public offering price is $11.00 per share. Prior to this offering no public market in the United States existed for the A ordinary shares. We have been approved to list our A ordinary shares on the New York Stock Exchange under the symbol “EROS.” Prior to this offering our shares have traded on the Alternative Investment Market of the London Stock Exchange under the symbol “EROS.” We intend to cancel admission of our ordinary shares to the Alternative Investment Market of the London Stock Exchange as soon as practicable following the listing of our A ordinary shares on the New York Stock Exchange.

We are an “emerging growth company” under federal securities laws and may elect to comply with reduced public company reporting requirements.

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Investing in our A ordinary shares involves risks that are described in “Risk Factors” beginning on page 11 of this prospectus.

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    Per Share   Total  
Public offering price   $ 11.00    $ 55,000,000   
Underwriting discount(1)   $ 0.715    $ 3,575,000   
Proceeds, before expenses, to us   $ 10.285    $ 51,425,000   

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(1) See “Underwriting” for a description of compensation payable to the underwriters.

The underwriters may also exercise their option to purchase up to an additional 750,000 A ordinary shares from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover overallotments, if any.

Beech Investments Limited, or Beech, a holder of more than 5% of our ordinary shares, and an entity controlled by our founder, Chairman and certain directors, has indicated an interest in purchasing up to 1,000,000 A ordinary shares in this offering at the initial offering price. We have requested that the underwriters reserve for sale, at the initial public offering price, up to 750,000 of our A ordinary shares, or the Directed Shares, for three potential investors, each, a Directed Investor. The Directed Investors have collectively indicated an interest in purchasing all of the Directed Shares in this offering at the initial public offering price. Because these indications of interest are not binding agreements or commitments to purchase, Beech and/or the Directed Investors may elect not to purchase shares in the offering. With respect to Beech, the underwriters may elect not to sell any shares in this offering to Beech.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The A ordinary shares will be ready for delivery on or about November 18, 2013.


 

Deutsche Bank Securities  BofA Merrill Lynch UBS Investment Bank

 

Jefferies Credit Suisse

 

  EM Securities  

 

The date of this prospectus is November 12, 2013.

 
 

 

 

 
 

TABLE OF CONTENTS

 

  Page
EXCHANGE RATES ii
INDUSTRY DATA ii
FORWARD-LOOKING STATEMENTS iii
PROSPECTUS SUMMARY 1
RISK FACTORS 11
USE OF PROCEEDS 29
DIVIDEND POLICY 30
CAPITALIZATION 31
DILUTION 32
EXCHANGE RATES 33
MARKET INFORMATION 35
ENFORCEABILITY OF CIVIL LIABILITIES 36
SELECTED CONSOLIDATED FINANCIAL DATA 37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40
INDUSTRY 59
BUSINESS 66
REGULATION 83
MANAGEMENT 87
COMPENSATION DISCUSSION AND ANALYSIS 93
PRINCIPAL SHAREHOLDERS 98
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 100
DESCRIPTION OF SHARE CAPITAL 103
SHARES ELIGIBLE FOR FUTURE SALE 114
MATERIAL TAX CONSIDERATIONS 115
UNDERWRITING 120
LEGAL MATTERS 126
EXPERTS 126
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 126
WHERE YOU CAN FIND MORE INFORMATION 126
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

 

We have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information in this prospectus is only accurate as of the date of the prospectus.

 

Until December 7, 2013, all dealers that buy, sell or trade in our A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

i
 

 

EXCHANGE RATES

 

This prospectus contains translations of certain Indian Rupee, or INR, and British pound sterling, or sterling, amounts into U.S. dollars, or $, at specified rates solely for your convenience. A significant portion of our revenues are denominated in Indian Rupees and certain contracts are or may be denominated in foreign currencies, including the British pound sterling. We report our financial results in U.S. dollars. Transactions in foreign currencies are translated at the exchange rate ruling 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 date of the applicable statement of financial position. For the purposes of consolidation, all income and expenses are translated at the average rate of exchange during the period covered by the applicable statement of income and assets and liabilities are translated at the exchange rate ruling on the date of the applicable statement of financial position.

 

Except for figures presented in or based on the audited and unaudited financial statements contained in this prospectus or as otherwise stated in this prospectus, all translations from Indian Rupees or British pounds sterling to U.S. dollars are based on the noon buying rates of INR 62.58 per $1.00 and GBP 0.62 per $1.00 in the City of New York for cable transfers of Indian Rupees and British pounds sterling, respectively, based on the rates certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2013. No representation is made that the Indian Rupee or British pound sterling amounts represent U.S. dollar amounts or have been, could have been or could be converted into U.S. dollars at such rates, any other rates or at all.

 

INDUSTRY DATA

 

We derive certain industry data set forth in this prospectus from third party sources, including Business Monitor International, or BMI, the McKinsey Global Institute, PricewaterhouseCoopers, or PWC, Euromonitor International, Edelweiss, Rentrak and other publicly available information. References to BoxOfficeIndia.com and bollywoodhungama.com refer to third party websites that report box office receipts for Hindi films using various sources and contacts, other than producers or distributors, who do not generally publicly report such data in India. Websites such as these do not control, represent, or endorse the accuracy, completeness, or reliability of any of the information available on their sites. References to the FICCI Report 2013 refer to the Federation of Indian Chambers of Commerce and Industry (FICCI)-KPMG Indian Media and Entertainment Report 2013 (reporting through calendar year 2012), references to the FICCI Report 2012 refer to the Federation of Indian Chambers of Commerce and Industry (FICCI)-KPMG Indian Media and Entertainment Industry Report 2012 (reporting through calendar year 2011) and references to the FICCI Report 2010 refer to the Federation of Indian Chambers of Commerce and Industry (FICCI)-KPMG Indian Media and Entertainment Industry Report 2010 (reporting through calendar year 2009). The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person connected with the offering has verified the third party information provided in this prospectus. Although we cannot guarantee the accuracy, completeness, reliability or underlying assumptions of the information contained in industry sources and publications and have not undertaken any independent verification of such sources and publications, the information contained therein is consistent with our understanding of the Indian media and entertainment industry, and we believe, and this prospectus assumes, that the information contained therein is reliable and accurate.

 

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FORWARD-LOOKING STATEMENTS

 

This prospectus includes forward-looking statements. 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 our future prospects, developments and business strategies. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. 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. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

 

  · our dependence on our relationships with theater operators and other industry participants to exploit our film content;

 

  · our ability to successfully and cost-effectively source film content;

 

  · delays, cost overruns, cancellation or abandonment of the completion or release of our films;

 

  · the impact of our HBO Asia collaboration;

 

  · our ability to predict the popularity of our films, or changing consumer tastes;

 

  · our ability to maintain existing rights, and to acquire new rights, to film content;

 

  · our dependence on the Indian box office success of our Hindi and high budget Tamil films;

 

  · our ability to recoup the full amount of box office revenues to which we are entitled due to underreporting of box office receipts by theater operators;

 

  · fluctuation in the value of the Indian Rupee against foreign currencies;

 

  · the monetary and fiscal policies of India and globally, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices;

 

  · anonymous letters to regulators or business associates making allegations regarding our business practices, accounting practices and/or officers and directors;

 

  · our ability to compete in the Indian film industry;

 

  · our ability to protect our intellectual property;

 

  · our ability to successfully respond to technological changes;

 

  · contingent liabilities that may materialize, including our exposure to liabilities on account of unfavorable judgments/decisions in relation to legal proceedings involving us or our subsidiaries and certain of our directors and officers;

 

  · regulatory changes in the Indian film industry and our ability to respond to them; and

 

  · participation in this offering by one of our existing shareholders would reduce the available public float for our shares.

 

We undertake no obligation to revise the forward-looking statements included in this prospectus to reflect any future events or circumstances, except as required by law. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences are discussed in this prospectus under the caption “Risk Factors” as well as elsewhere in this prospectus.

  

iii
 

PROSPECTUS SUMMARY

 

The following summary should be read together with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included elsewhere in this prospectus. The following summary does not contain all of the information you should consider before investing in our A ordinary shares. For a more complete understanding of this offering, we encourage you to read this entire prospectus, including the “Risk Factors” section, before investing in our A ordinary shares.

 

Unless otherwise indicated or required by the context, as used in this prospectus, the terms “Eros,” “we,” “us,” “our” and the “Company” refer to Eros International Plc and all its subsidiaries that are consolidated under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. Our fiscal year ends on March 31 of each year. When we refer to a fiscal year, such as fiscal 2013, we are referring to the fiscal year ended on March 31 of that year. The “Founders Group” refers to Beech Investments Limited, Olympus Foundation, Arjan Lulla, Kishore Lulla, Vijay Ahuja and Sunil Lulla. References to “ordinary shares” refer to our outstanding ordinary shares, par value GBP 0.30, issued prior to this offering. Upon the closing of this offering, our ordinary shares held by the Founders Group and their affiliates will be converted into “B ordinary shares,” par value GBP 0.30, which will be entitled to ten votes each on all matters upon which the ordinary shares are entitled to vote. B ordinary shares will convert automatically, on a one-for-one basis, if such shares are transferred to a person other than a permitted holder as set forth in our articles of association, into “A ordinary shares,” par value GBP 0.30, which are the shares offered in this offering and are entitled to one vote each on all such matters. All other rights of the A and B ordinary shares will be the same. Unless otherwise indicated or required by the context, as used in this prospectus, all references to our articles of association refer to the articles of association that will become effective upon the closing of this offering.

 

“High budget” films refer to Hindi films with direct production costs in excess of $8.5 million and Tamil films with direct production costs in excess of $7.0 million, in each case translated at the historical average exchange rate for the applicable fiscal year. “Low budget” films refer to both Hindi and Tamil films with less than $1.0 million in direct production costs, in each case translated at the historical average exchange rate for the applicable fiscal year. “Medium budget” films refer to Hindi and Tamil films within the remaining range of direct production costs. With respect to low budget films, references to “film releases” refer to theatrical releases or, for films that we did not theatrically release, to our initial DVD, digital or other non-theatrical exhibition.

 

Overview

 

We are a leading global company in the Indian film entertainment industry, and we co-produce, acquire and distribute Indian language films in multiple formats worldwide. Our success is built on the relationships we have cultivated over the past 30 years with leading talent, production companies, exhibitors and other key participants in our industry. Leveraging these relationships, we have aggregated rights to over 2,000 films in our library, plus approximately 700 additional films for which we hold digital rights only, including recent and classic titles that span different genres, budgets and languages, and we have distributed a portfolio of over 230 new films over the last three completed fiscal years, and 26 in the six months ended September 30, 2013. New film distribution across theatrical, television and digital channels along with library monetization provide us with diversified revenue streams.

 

Our goal is to co-produce, acquire and distribute Indian films that have a wide audience appeal. We have released internationally or globally Hindi language films which were among the top grossing films in India in 2012, 2011 and 2010. In each of the fiscal years ending in 2012 and 2011, we released at least ten Hindi language films globally and in the fiscal year ending in 2013, we released 16 Hindi language films globally. In the six months ended September 30, 2013, we released five Hindi language films globally. These Hindi films form the core of our annual film slate and constitute a significant portion of our revenues and associated content costs. The balance of our typical annual slate for these years of over 60 other films was comprised of Tamil and other regional language films.

 

Our distribution capabilities enable us to target a majority of the 1.2 billion people in India, our primary market for Hindi language films, where, according to bollywoodhungama.com, we released two of the top ten grossing Hindi language films in India in 2012. Further, according to BoxOfficeIndia.com, we released four out of the top ten grossing Hindi language films in India in 2011 and three out of the top ten Hindi language films in India in 2010. Our distribution capabilities further enable us to target consumers in over 50 countries internationally, including markets with large South Asian populations, such as the United States and the United Kingdom, where according to Rentrak we had a market share of over 40% of all theatrically released Indian language films in 2012 based on gross collections in each of these two markets. Other international markets that exhibit significant demand for subtitled or dubbed Indian-themed entertainment include Europe and Southeast Asia. Depending on the film, the distribution rights we acquire may be global, international or India only. Recently, as demand for regional film and other media has increased in India, our brand recognition in Hindi films has helped us to grow our non-Hindi film business by targeting regional audiences in India and beyond. With our distribution network for Hindi and Tamil films and additional distribution support through our majority owned subsidiary, Ayngaran International Limited, or Ayngaran, we believe we are well positioned to expand our offering of non-Hindi content.

 

1
 

We distribute our film content globally across the following distribution channels: theatrical, which includes multiplex chains and stand-alone theaters; television syndication, which includes satellite television broadcasting, cable television and terrestrial television; and digital, which includes primarily internet protocol television, or IPTV, video on demand, or VOD, and internet channels. Eros Now, our on-demand entertainment portal accessible via internet-enabled devices, was launched in 2012 and now has a selection of over 500 movies and over 3,000 music videos available. We expect that Eros Now eventually will include our full film library, as well as further third party content.

 

Our total revenues for fiscal 2013 increased to $215.3 million from $206.5 million for fiscal 2012 and decreased to $ 85.0 million for the six months ended September 30, 2013 from $91.9 million for the six months ended September 30, 2012. EBITDA decreased to $48.8 million for fiscal 2013 from $56.2 million for fiscal 2012 and increased to $20.3 million for the six months ended September 30, 2013 from $8.7 million for the six months ended September 30, 2012. Our net income decreased to $33.7 million for fiscal 2013 from $43.6 million for fiscal 2012 and increased to $11.6 million for the six months ended September 30, 2013 from $5.5 million for the six months ended September 30, 2012.

 

Our Competitive Strengths

 

We believe the following competitive strengths position us as a leading global company in the Indian film entertainment industry.

 

Leading co-producer and acquirer of new Indian film content, with an extensive film library.

 

As one of the leading participants in the Indian film entertainment industry, we believe our size, scale and leading market position will continue contributing to our growth in India and internationally, and this positions us to capitalize on the Indian media and entertainment industry, which has grown in recent years and we believe will continue to grow. We have established our size and scale with a film library of over 2,000 films, plus approximately 700 additional films for which we hold digital rights only, and releasing over 230 new films over the last three fiscal years. We have demonstrated our leading market position by releasing, internationally or globally, Hindi language films which were among the top grossing films in India in 2012, 2011 and 2010. We believe that we have strong relationships with the Indian creative community and a reputation for quality productions. We believe that these factors, along with our worldwide distribution platform, will enable us to continue to attract talent and film projects of a quality that we believe is one of the best in our industry, and build what we believe is a strong film slate for fiscal 2014 with some of the leading actors and production houses with whom we have previously delivered our biggest hits. We believe that the combined strength of our new releases and our extensive film library positions us well to build new strategic relationships.

 

Established, worldwide, multi-channel distribution network.

 

We distribute our films 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. Internationally, our distribution network extends to over 50 countries, such as the United States, the United Kingdom and throughout the Middle East, where we distribute films to Indian expatriate populations, and to Germany, Poland, Russia, Indonesia, Malaysia, Taiwan, Japan, South Korea, China and Arabic speaking countries, where we release Indian films that are subtitled or dubbed in local languages. Through this global distribution network, we distribute Indian entertainment content over the following primary distribution channels — theatrical, television syndication and digital platforms. Our primarily internal distribution network allows us greater control, transparency and flexibility over the regions in which we distribute our films which we believe will result in higher profit margins as a result of the direct exploitation of our films without the payment of significant commissions to sub-distributors.

 

Diversified revenue streams and pre-sale strategies mitigate risk and promote cash flow generation.

 

Our business is driven by three major revenue streams:

 

  · theatrical distribution;

 

  · television syndication; and

 

  · digital distribution and ancillary products and services.

 

2
 

In fiscal 2013, theatrical distribution accounted for nearly 46% of revenues, and television syndication and digital distribution and ancillary products and services accounted for 35% and 19%, respectively, reflecting our diversified revenue base that reduces our dependence on any single distribution channel. We bundle library titles with new releases to maximize cash flows and we also utilize a pre-sale strategy to mitigate new production project risks by obtaining contractual commitments to recover a portion of our capitalized film costs through the licensing of television, music and other distribution rights prior to a film’s completion. For example, for the four high budget Hindi films that we released in fiscal 2013, we had contractual revenue commitments in place prior to their release that allowed us to recoup between 25% and 77% of our direct production costs for those films. In the case of high budget Tamil films that we released in fiscal 2013, we recouped 100% or more of our direct production costs for each film through contractual commitments prior to the release of those films.

 

In addition, we further seek to reduce risk to our business by building a diverse film slate, with a mix of films by budget, region and genre that reduces our reliance on “hit films.” This broad-based approach also enables us to bundle old and new titles for our television and digital distribution channels to generate additional revenues long after a film’s theatrical release period is completed. We believe our multi-pronged approach to exploiting content through theatrical, television syndication and digital distribution channels, our pre-sale strategies and our portfolio approach to content sourcing and exploitation mitigates our dependence on any one revenue stream and promotes cash flow generation.

 

Strong and experienced management team.

Our management team has substantial industry knowledge and expertise, with a majority of our executive officers and executive directors having been involved in the film, media and entertainment industries for 20 or more years, and has served as a key driver of our strength in content sourcing. In particular, several members of our management team have established personal relationships with leading talent, production companies, exhibitors and other key participants in the Indian film industry, which have been critical to our success. Through their relationships and expertise, our management team has also built our global distribution network, which has allowed us to effectively exploit our content globally.

 

Our Strategy

 

Our strategy is driven by the scale and variety of our content and the global exploitation of that content through diversified channels. Specifically, we intend to pursue the following strategies:

 

Co-produce, acquire and distribute high quality content to augment our library.

We will continue to leverage the longstanding relationships with creative talent, production houses and other key industry participants that we have built since our founding to source a wide variety of content. Our focus will be on investing in future slates comprised of a diverse portfolio mix ranging from high budget global theatrical releases to lower budget movies with targeted audiences. We intend to maintain our focus on high and medium budget films. We also plan to augment our library of over 2,000 films, plus approximately 700 additional films for which we hold digital rights only, with quality content for exploitation through our distribution channels and explore new bundling strategies to monetize existing content.

 

Capitalize on positive industry trends in the Indian market.

Propelled by the economic expansion within India and the corresponding increase in consumer discretionary spending, the FICCI Report 2013 projects that the dynamic Indian media and entertainment industry will grow at a 15.2% compound annual growth rate, or CAGR, from $13.1 billion in 2012 to $26.5 billion by 2017, and that the Indian film industry will grow from $1.8 billion in 2012 to $3.1 billion in 2017. India is one of the largest film markets in the world. According to FICCI Report 2013, ticket prices in multiplexes increased by 15%-20% in 2012. The average ticket price for multiplexes was $2.56 compared with $0.96 at single screens in 2012.

 

The Indian television market is one of the largest in the world, reaching an estimated 154 million television, or TV households in 2012, of which over 121 million were cable households. FICCI Report 2013 projects that the Indian television industry will grow from $5.9 billion in 2012 to $13.5 billion in 2017. The growing size of the TV industry has led television satellite networks to provide an increasing number of channels, resulting in competition for quality feature films for home viewing in order to attract increased advertising and subscription revenues.

 

Broadband and mobile platforms present growing digital avenues to exploit content. According to FICCI Report 2013, the number of internet users in India reached 124 million in 2012 and is projected to reach 386 million by 2017. Smartphone usage is projected to rapidly increase from 36 million active internet enabled smart phones in 2012 to 241 million in 2017. The $144 million Indian music industry, of which 70% came from film music in 2011, is projected to grow to $360 million by 2017, although music publishing activities accounted for less than 1% of our fiscal 2013 net revenues. While these projections generally align with management’s expectations for industry growth, there is no guarantee that such future growth will occur.

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We will take advantage of the opportunities presented by these trends within India to monetize our library and distribute new films through existing and emerging platforms, including by exploring new content options for expanding our digital strategy such as filming exclusive short form content for consumption through emerging channels such as mobile and internet streaming devices.

 

Further extend the distribution of our content outside of India to new audiences.

 

We currently distribute our content to consumers in more than 50 countries, including markets where there is significant demand for subtitled or dubbed Indian-themed entertainment, such as Europe and Southeast Asia, as well as to markets where there is a significant concentration of South Asian expatriates, such as the Middle East, the United States and the United Kingdom. We intend to promote and distribute our films in additional countries, and further expand in countries where we already distribute, when we believe that demand for Indian filmed entertainment exists or the potential for such demand exists. For example, we have entered into arrangements with local distributors in Taiwan, Japan, South Korea and China to distribute dubbed or subtitled Eros films through theatrical release, television broadcast or DVD release. Additionally, we believe that the general population growth in India experienced over recent years will eventually lead to increasing migration of Indians to other regions, resulting in increased demand for our films internationally.

 

Increase our distribution of content through digital platforms globally.

 

We intend to continue to distribute our content on existing and emerging digital platforms, which includes primarily internet protocol television, or IPTV, video on demand, or VOD, and internet channels. We also have an ad-supported YouTube portal site on Google that hosts an extensive collection of clips of our content and has generated 1.6 billion aggregate views and more than 1.3 million free subscribers. In North America, we have an agreement with International Networks, a subsidiary of Comcast, to provide a subscription video on demand, or SVOD, service called “Bollywood Hits On Demand” that is currently carried on Comcast, Cox Communications, Rogers Communication, Cablevision and Time Warner Cable. In August 2012, we expanded our digital presence with the launch of our on-demand entertainment portal Eros Now, through which we leverage our film and music libraries by providing ad-supported and subscription-based streaming of film and music content via internet-enabled devices. Furthermore, through a collaboration with HBO Asia, two premium television channels, HBO Defined and HBO Hits, were launched on the DISH and Airtel DTH digital platforms in February 2013 and on Hathway and GTPL digital cable platforms in August 2013, with anticipated launches on other DTH and cable platforms during the remainder of the 2014 fiscal year. We are currently generating no revenue from the HBO Asia collaboration and do not anticipate any revenues from this collaboration until fiscal 2015. We expect to provide approximately 110 titles per year, including ten to twelve new release titles or first run films, and a combination of exclusive and non-exclusive library titles, to the two HBO channels to complement Hollywood film and television content from HBO Asia. Both channels are advertising-free and available as standard and high definition channels. HBO Asia and Eros will both provide content in the first window after theatrical release to these two channels. We intend to pursue similar models utilizing our extensive film library to gain access to similar partners throughout the world. We believe new offerings and emerging distribution channels such as DTH satellite, VOD, mobile and internet streaming services will also provide us with significant growth opportunities and potentially generate recurring subscription revenues.

 

Expand our regional Indian content offerings.

 

According to the FICCI Report 2013, regional media production in India is expected to be a growth driver in the Indian film entertainment industry for several years into the future. We will utilize our resources, international reputation and distribution network to continue expanding our non-Hindi content offerings to reach the substantial Indian population whose main language is not Hindi. While Hindi films retain a broad appeal across India, the diversity of languages within India allows us to treat regional language markets as distinct markets where particular regional language films have a strong following. In fiscal 2013, we increased our Tamil global releases to three films, as compared to none in fiscal 2012. In fiscal 2013, two of our six high budget films were Tamil films. In addition to Tamil, we plan to expand our content for selected regional languages such as Marathi, Telegu and Punjabi. We intend to use our existing distribution network across India to distribute regional language films to specific territories. Where opportunities are available and where we have the rights, we also intend to exploit re-make rights to some of our popular Hindi movies into non-Hindi language content targeted towards these regional audiences.

 

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Summary Risk Factors

 

An investment in our A ordinary shares involves a high degree of risk. You should carefully consider the risks summarized below, the risks described under “Risk Factors” and the other information contained in this prospectus, including our consolidated financial statements and the related notes, before deciding to purchase any of our A ordinary shares:

 

  · any disputes or failure to enter into agreements with multiplex or theater operators could have a material adverse effect on our ability or willingness to release our films as scheduled;

 

  · any failure to source film content will have a material and adverse impact on our business;

 

  · delays, cost overruns, cancellation or abandonment of the completion or release of films may have an adverse effect on our business;

 

  · the impact of our HBO Asia collaboration;

 

  · the popularity and commercial success of our films are subject to numerous factors beyond our control;

 

  · the success of our business depends on our ability to consistently create and distribute filmed entertainment that meets the changing preferences of the broad consumer market both within India and internationally;

 

  · our ability to exploit our content is limited to the rights that we own or are able to continue to license from third parties;

 

  · we depend on the Indian box office success of our Hindi and Tamil films for a significant portion of our revenues;

 

  · we may not be paid the full amount of box office revenues to which we are entitled as a result of underreporting of box office receipts by theater operators;

 

  · fluctuation in the value of the Indian Rupee against foreign currencies, such as the 10.4% decline in the value of the Indian Rupee in the two-month period from July 1, 2013 to August 30, 2013, could materially and adversely affect our results of operations, financial condition and ability to service our debt;

 

  · the monetary and fiscal policies of India and globally, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices could materially and adversely affect our results of operations and financial condition;

 

  · anonymous letters to regulators or business associates making allegations regarding our business practices, accounting practices and/or officers and directors, regardless of merit, could have a resultant material adverse effect on our business, financial condition and results of operations and could negatively impact the market price of our A ordinary shares;

 

  · piracy of our content, including digital and internet piracy, may adversely impact our revenues and business;

 

  · you may be subject to Indian taxes on income arising through the sale of our A ordinary shares;

 

  · our board of directors may determine that you meet the criteria of a “prohibited person” and subject your shares to forced divestiture;

 

  · our Indian subsidiary is publicly listed and we may lose our ability to control its activities; and

 

  · the Founders Group, including our Chairman Kishore Lulla, will continue to hold a substantial interest after the offering and through our dual class ordinary share structure will continue to have the ability to exercise a controlling influence over our business, which will limit your ability to influence corporate matters.

 

Company Information

 

Eros International Plc is a company limited by shares incorporated in the Isle of Man, company number 007466V. We maintain our registered office at Fort Anne, Douglas, Isle of Man IM15PD, and our principal executive office in the U.S. is at 550 County Avenue, Secaucus, New Jersey 07094, and our telephone number is +1(201) 558-9021. We maintain a website at www.erosplc.com. Information contained in our website is not a part of, and is not incorporated by reference into, this prospectus. You should only rely on the information contained in this prospectus when making a decision as to whether or not to invest in our A ordinary shares.

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Our Corporate Structure

 

We are a company which was incorporated in the Isle of Man in 2006 and currently our shares are admitted for trading on the Alternative Investment Market of the London Stock Exchange, or AIM. On April 24, 2012, our shareholders approved a resolution authorizing us to cancel admission of our ordinary shares from AIM as soon as practicable following the listing of our A ordinary shares on the NYSE. We conduct our global operations through our Indian and international subsidiaries, including our majority-owned subsidiary Eros International Media Limited, or Eros India, a public company incorporated in India and listed on the BSE Limited and National Stock Exchange of India Limited, or the Indian Stock Exchanges. Our agent for service of process in the United States is Ken Naz, located at 550 County Avenue, Secaucus, New Jersey.

 

Beech Investments Limited, or Beech Investments, Olympus Foundation, Arjan Lulla, Kishore Lulla, Vijay Ahuja and Sunil Lulla are referred to herein as the “Founders Group.” The Founders Group holds approximately 59% of our issued share capital, which, upon the closing of this offering, will comprise all of our B ordinary shares. Beech Investments, a company incorporated in the Isle of Man, is owned by discretionary trusts that include Eros founder Arjan Lulla and Eros directors Kishore Lulla, Vijay Ahuja and Sunil Lulla as potential beneficiaries.

 

The following diagram summarizes the corporate structure of our consolidated group of companies as of September 30, 2013:

 

 

  (a) Eros India holds at least 99% of each of its Indian subsidiaries other than Big Screen Entertainment Private Limited (India).
  (b) Eros Digital Private Limited (India) holds the remaining 0.35% of Eros India’s Indian subsidiary Eros International Films Private Limited.
  (c) Ayngaran International Limited (Isle of Man) holds 51% of Ayngaran Anak Media Private Limited and 100% of each of its other subsidiaries.

 

6
 

The Offering

 

Issuer   Eros International Plc, incorporated in the Isle of Man.
     
A ordinary shares offered by us   5,000,000 shares.
     
Overallotment option   We have granted the underwriters a 30-day option to purchase up to an additional 750,000 A ordinary shares from us at the initial public offering price less underwriting discounts and commissions. The option may be exercised only to cover any overallotments.
     
A ordinary shares outstanding after this offering   23,037,548 shares (or 23,787,548 shares if the underwriters exercise their overallotment option in full).
     
B ordinary shares outstanding after this offering   25,555,219 shares. B ordinary shares will be entitled to ten votes each on all matters upon which the A ordinary shares are entitled to vote. B ordinary shares will convert automatically, on a one-for-one basis, if such shares are transferred to a person other than a permitted holder under our articles of association, into A ordinary shares. See “Description of Share Capital” and “Risk Factors — Risks Related to Our A Ordinary Shares and This Offering.”
     
Use of proceeds   We intend to use the net proceeds from this offering to fund new co-productions and acquisitions, including library content, and to grow our digital and other distribution channels. We intend to use any net proceeds we receive from shares sold by us, if any, pursuant to the underwriters’ overallotment option for general corporate purposes. See “Use of Proceeds.”
     
Dividend policy   We have not declared any dividend since our incorporation in 2006, and all profits have been retained and utilized to grow our business. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. See “Dividend Policy.”
     
Risk factors   See “Risk Factors” beginning on page 11 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our A ordinary shares.
     
NYSE symbol   EROS

Beech Investments Limited, or Beech, a holder of more than 5% of our ordinary shares, and an entity controlled by our founder, Chairman and certain directors, has indicated an interest in purchasing up to 1,000,000 A ordinary shares in this offering at the initial offering price. We have requested that the underwriters reserve for sale, at the initial public offering price, up to 750,000 of our A ordinary shares, or the Directed Shares, for three potential investors, each, a Directed Investor. The Directed Investors have collectively indicated an interest in purchasing all of the Directed Shares in this offering at the initial public offering price. Because these indications of interest are not binding agreements or commitments to purchase, Beech and/or the Directed Investors may elect not to purchase shares in the offering. With respect to Beech, the underwriters may elect not to sell any shares in this offering to Beech. Any shares purchased by Beech or the Directed Investors will be subject to lock-up restrictions described in the sections entitled “Underwriting” and “Shares Eligible for Future Sale.”

Unless otherwise noted, all information in this prospectus assumes or reflects:

 

  · no exercise of the underwriters’ overallotment option;

 

  · the one-for-three reverse stock split of our ordinary shares that occurred immediately prior to the effectiveness of the registration statement of which this prospectus is a part, including reflection of this reverse stock split in all historical information, except for the consolidated financial statements included elsewhere in this prospectus;

 

  · that the issuance of $2.0 million of our A ordinary shares issuable to Jyoti Deshpande within seven days of our A ordinary shares being listed on the NYSE (based on the average price of our A ordinary shares listed on the NYSE on the date of such issuance), and the issuance of 299,812 of our A ordinary shares under the Share Awards that have been approved, but not yet granted, have not occurred;

 

  · the purchase by Beech of 1,000,000 A ordinary shares and the purchase by the Directed Investors of 750,000 A ordinary shares in this offering; and

 

  · the conversion of all of our outstanding ordinary shares into 18,037,548 A ordinary shares and 25,555,219 B ordinary shares immediately prior to the listing of our A ordinary shares on the New York Stock Exchange.

 

7
 

Summary Historical Consolidated Financial and Operating Data

 

The following table sets forth our summary historical consolidated financial data for the periods and at the dates indicated. The summary historical consolidated income statement and other consolidated financial data for the three years ended March 31, 2013 and the summary historical consolidated statement of financial position data for the two years ended March 31, 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus, except for net income per share and weighted average number of ordinary shares, determined using the one-for-three reverse stock split. The summary historical consolidated income statement and other consolidated financial data for the six months ended September 30, 2013 and 2012 are derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus except for net income per share and weighted average number of ordinary shares, determined using the one-for-three reverse stock split. We have prepared the unaudited financial data on the same basis as the audited financial statements and in accordance with International Financial Reporting Standards for Interim Financial Reporting. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial information set forth in those statements. Our interim results for the six months ended September 30, 2013 are not necessarily indicative of the results that should be expected for the full year.

 

You should read the summary historical consolidated financial data presented below in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus as well as “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
   (in thousands, except net income per share) 
INCOME STATEMENT DATA                         
Revenue  $84,987   $91,919   $215,346   $206,474   $164,613 
Cost of sales   (54,664)   (62,862)   (134,002)   (117,044)   (88,017)
Gross profit   30,323    29,057    81,344    89,430    76,596 
Administrative costs   (15,791)   (11,341)   (26,308)   (27,992)   (20,518)
Operating profit   14,532    17,716    55,036    61,438    56,078 
Net finance costs   (4,159)   (496)   (1,469)   (1,009)   (1,584)
Other gains/(losses)   5,177    (9,786)   (7,989)   (6,790)   1,293 
Profit before tax   15,550    7,434    45,578    53,639    55,787 
Income tax expense   (3,908)   (1,943)   (11,913)   (10,059)   (8,237)
Net income(1)  $11,642   $5,491   $33,665   $43,580   $47,550 
Net income per share                         
Basic  $0.22   $0.10   $0.69    0.96    1.16 
Diluted  $0.22   $0.09   $0.68    0.94    1.14 
Weighted average number of ordinary shares                         
Basic   39,579    39,439    39,439    39,076    38,711 
Diluted   39,764    39,448    39,456    39,138    38,773 
                          
OTHER DATA                         
EBITDA(2)  $20,318   $8,674   $48,765   $56,202   $58,574 
Adjusted EBITDA(2)  $21,985   $17,864   $56,320   $66,985   $59,501 

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
OPERATING DATA                         
High budget film releases(3)   0    3    6    5    3 
Medium budget film releases(3)   11    5    13    5    10 
Low budget film releases(3)   15    34    58    67    64 
Total new film releases(3)   26    42    77    77    77 

 

8
 
   As of September 30, 2013 
   Actual   As
Adjusted(4)
 
   (in thousands) 
STATEMENT OF FINANCIAL POSITION DATA          
Intangible assets – content  $531,853   $531,853 
Cash and cash equivalents   106,076    155,851 
Trade and other receivables   104,575    97,125 
Total assets   802,895    845,220 
Trade and other payables   29,801    29,801 
Total borrowings   257,762    257,762 
Total liabilities   318,182    318,182 
Total equity   484,713    527,038 

_______________

  (1) References to “net income” in this prospectus correspond to “profit for the period” or “profit for the year” line items in our consolidated financial statements appearing elsewhere in this prospectus.

 

  (2) We use EBITDA and Adjusted EBITDA as a supplemental financial measure. EBITDA is defined by us as net income before interest expense, income tax expense and depreciation and amortization (excluding amortization of capitalized film content and debt issuance costs). Adjusted EBITDA is defined as EBITDA adjusted for impairments of available-for-sale financial assets, profit/loss on held for trading liabilities (including profit/loss on derivatives) and share based payments. EBITDA, as used and defined by us, may not be comparable to similarly-titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. EBITDA and Adjusted EBITDA provide no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures and working capital movement or tax position. However, our management team believes that EBITDA and Adjusted EBITDA are useful to an investor in evaluating our results of operations because these measures:

 

  · are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

 

  · help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and

 

  · are used by our management team for various other purposes in presentations to our board of directors as a basis for strategic planning and forecasting.

 

There are significant limitations to using EBITDA and Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations of different companies and the different methods of calculating EBITDA and Adjusted EBITDA reported by different companies.

 

9
 

The following table sets forth the reconciliation of our net income to EBITDA and Adjusted EBITDA:

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
   (in thousands) 
Net income  $11,642   $5,491   $33,665   $43,580   $47,550 
Income tax expense   3,908    1,943    11,913    10,059    8,237 
Net finance costs   4,159    496    1,469    1,009    1,584 
Depreciation   359    484    1,003    1,275    928 
Amortization(a)   250    260    715    279    275 
                          
EBITDA  $20,318   $8,674   $48,765   $56,202   $58,574 
Impairment of available-for-sale financial assets               1,230     
(Profit)/loss on derivatives   (5,002)   8,352    5,667    4,264     
Share based payments(b)   6,669    838    1,888    5,289    927 
Adjusted EBITDA  $21,985   $17,864   $56,320   $66,985   $59,501 

_______________

  (a) Includes only amortization of intangible assets other than intangible content assets.

 

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

 

  (3) Includes films that were released by us directly and licensed by us for release.

 

  (4) The as adjusted column gives effect to the sale by us of 5,000,000 A ordinary shares in this offering at an initial public offering price of $11.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

10
 

RISK FACTORS

 

An investment in our A ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all of the other information in this prospectus before deciding to purchase our A ordinary shares. Our business, prospects, financial condition and results of operations could be materially and adversely affected by any of these risks. The trading price of our A ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. It is not possible for us to assess the impact of all factors on our business, prospects, financial condition and results of operations, or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

 

Risks Related to Our Business

 

We depend on our relationships with theater operators and other industry participants to exploit our film content. Any disputes with multiplex operators in India could have a material adverse effect on our ability or willingness to release our films as scheduled.

 

We generate revenues from the exploitation of Indian film content in various distribution channels through agreements with commercial theater operators, in particular multiplex operators, and with retailers, television operators, telecommunications companies and others. Our failure to maintain these relationships, or to establish and capitalize on new relationships, could harm our business or prevent our business from growing, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

We have had disputes with multiplex operators in India that required us to delay our film releases and disrupted our marketing schedule for future films. These disputes were subsequently settled pursuant to settlement agreements that expired in June 2011. We now enter into agreements on a film-by-film and exhibitor-by-exhibitor basis instead of entering into long-term agreements. To date, our film-by-film agreements have been on commercial terms that are no less favorable than the terms of the prior settlement agreements; however, we cannot guarantee such terms can always be obtained. Accordingly, without a long-term commitment from multiplex operators, we may be at risk of losing a substantial portion of our revenues derived from our theatrical business. We may also have similar future disruptions in our relationship with multiplex operators, the operators of single-screen theaters or other industry participants, which could have a material adverse effect on our business, prospects, financial condition and results of operations. Further, the theater industry in India is rapidly growing and evolving and we cannot assure you that we will be able to establish relationships with new commercial theater operators.

 

We may fail to source adequate film content on favorable terms or at all through acquisitions or co-productions, which could have a material and adverse impact on our business.

 

We generate revenues by exploiting Indian film content that we primarily co-produce or acquire from third parties, and then distribute through various channels. Our ability to successfully enter into co-productions and to acquire content depends on our ability to maintain existing relationships, and form new ones, with talent and other industry participants. The pool of quality talent in India is limited and as a result, there is significant competition to secure the services of certain actors, directors, composers and producers, among others. Competition can increase the cost of such talent, and hence the cost of film content. These costs may continue to increase, making it more difficult for us to access content cost-effectively and reducing our ability to sustain our margins and maximize revenues from distribution and exploitation. Further, we may be unable to successfully maintain our long-standing relationships with certain industry participants and continue to have access to content and/or creative talent and may be unable to establish similar relationships with new leading creative talent. If any such relationship is adversely affected, or we are unable to form new relationships or our access to quality Indian film content otherwise deteriorates, or if any party fails to perform under its agreements or arrangements with us, our business, prospects, financial condition and results of operations could be materially adversely effected.

 

Delays, cost overruns, cancellation or abandonment of the completion or release of films may have an adverse effect on our business.

 

There are substantial financial risks relating to film production, completion and release. Actual film costs may exceed their budgets and factors such as labor disputes, unavailability of a star performer, equipment shortages, disputes with production teams or adverse weather conditions may cause cost overruns and delay or hamper film completion. When a film we have contracted to acquire from a third party experiences delays or fails to be completed, we may not recover advance monies paid for the proposed acquisition. When we enter into co-productions, we are typically responsible for paying all production costs in accordance with an agreed upon budget and while we typically cap budgets in our contracts with our co-producer, given the importance of ongoing relationships in our industry, longer-term commercial considerations may in certain circumstances override strict contractual rights and we may feel obliged to fund cost over-runs where there is no contractual obligation requiring us to do so. To date, we have completed only one sole production, and this is not our preferred choice for sourcing content. Production delays, failure to complete projects or cost overruns could result in us not recovering our costs and could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

11
 

 

Our entry into premium television broadcasting with our HBO Asia collaboration may adversely affect our existing television licensing revenues.

 

Our collaboration with HBO Asia requires us to provide them with new release films for the first television window after theatrical release of such films and also a number of library films. While our arrangement with HBO allows us to license our titles to other television networks after they have premiered on the HBO channels, we may not be able to maximize the revenue potential from these films and realize their full market value from other broadcasters once these films have premiered on the HBO channels. In the short to medium run, as our HBO Asia collaboration is still negotiating with digital DTH and cable platforms and subscriber numbers are still building up, such opportunity cost may adversely affect our results of operations and cash flows.

 

The popularity and commercial success of our films are subject to numerous factors, over which we may have limited or no control.

 

The popularity and commercial success of our films depends on many factors including, but not limited to, the key talent involved, the timing of release, the promotion and marketing of the film, the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment, general economic conditions, the genre and specific subject matter of the film, its critical acclaim and the breadth, timing and format of its initial release. We cannot predict the impact of such factors on any film, and many are factors that are beyond our control. As a result of these factors and many others, our films may not be as successful as we anticipate, and as a result, our results of operations may suffer.

 

The success of our business depends on our ability to consistently create and distribute filmed entertainment that meets the changing preferences of the broad consumer market both within India and internationally.

 

Changing consumer tastes affect our ability to predict which films will be popular with audiences in India and internationally. As we invest in a portfolio of films across a wide variety of genres, stars and directors, it is highly likely that at least some of the films in which we invest will not appeal to Indian or international audiences. Further, where we sell rights prior to release of a film, any failure to accurately predict the likely commercial success of a film may cause us to underestimate the value of such rights. If we are unable to co-produce and acquire rights to films that appeal to Indian and international film audiences or to accurately judge audience acceptance of our film content, the costs of such films could exceed revenues generated and anticipated profits may not be realized. Our failure to realize anticipated profits could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Our ability to exploit our content is limited to the rights that we acquire from third parties or otherwise own.

 

We have acquired over 90% of our film content through contracts with third parties, which are primarily fixed-term contracts that may be subject to expiration or early termination. Upon expiration or termination of these arrangements, content may be unavailable to us on acceptable terms or at all, including with respect to technical matters such as encryption, territorial limitation and copy protection. In addition, if any of our competitors offer better terms, we will be required to spend more money or grant better terms, or both, to acquire or extend the rights we previously held. If we are unable to renew the rights to our film library on commercially favorable terms and to continue exploiting the existing films in our library or other content, it could have a material adverse effect on our business, prospects, financial condition and results of operations. Based on our agreements in effect as of September 30, 2013, if we do not otherwise extend or renew our existing rights, we anticipate the rights we currently license in Hindi and regional languages, excluding our Kannada digital rights library, will expire as summarized in the table below.

 

12
 

 

Term Expiration Dates  Hindi
Film Rights
   Regional
Film Rights(1)
 
   (approximate percentage of films whose
licensed rights expire in the 
period indicated)
 
Prior to January 1, 2016   18%    2% 
2016-2020   31    3 
2021-2025   29    20 
2026-2030   3     
2031-2045   3    1 
Perpetual(2)   16    74 

_______________

  (1) Excludes the Kannada digital rights library.

 

  (2) Subject to limitations imposed by Indian copyright law, which restricts the term to 60 years from the beginning of the calendar year following the year in which the film is published.

 

In addition, we typically only own certain rights for the exploitation of content, which limits our ability to exploit content in certain media formats. In particular, we do not own the audio music rights to the majority of the films in our library and to certain new releases. See “Business—Slate Profile—Our Film Library” for detail regarding our rights. To the extent we do not own the music or other media rights in respect of a particular film, we may only exploit content through those channels to which we do own rights, which could have an adverse effect on our ability to generate revenue from a film and recover our costs from acquiring or producing content.

 

We depend on the Indian box office success of our Hindi and high budget Tamil films from which we derive a significant portion of our revenues.

 

In India, a relatively high percentage of a film’s overall revenues are derived from theater box office sales and, in particular, from such sales in the first week of a film’s release. Indian domestic box office receipts are also an indicator of a film’s expected success in other Indian and international distribution channels. As such, poor box office receipts in India for our films, even for those films for which we obtain only international distribution rights, could have a significant adverse impact on our results of operations in both the year of release of the relevant films and in the future for revenues expected to be earned through other distribution channels. In particular, we depend on the Indian box office success of our Hindi films and high budget Tamil films.

 

We may not be paid the full amount of box office revenues to which we are entitled.

 

We derive revenues from theatrical exhibition of our films by collecting a specified percentage of box office receipts from multiplex and single screen theater operators. The Indian film industry continues to lack full exhibitor transparency. There is limited independent monitoring of such data in India or the Middle East, unlike the monitoring services provided by Rentrak in the United Kingdom and the United States. We therefore rely on theater operators and our sub-distributors to report relevant information to us in an accurate and timely manner. While some multiplex and single-screen operators have moved to a digital distribution model that provides greater clarity on the number of screenings given to our films, other multiplex operators and single-screen operators retain the traditional print model. We expect that our films will continue to be exhibited primarily on screens that either do not have computerized tracking systems for box office receipts or screening information, or in relation to which we do not have access to audit compliance data. Because we do not have a reliable system to determine if our box office receipts are underreported, box office receipts and sub-distribution revenues may be inadvertently or purposefully misreported or delayed, which could prevent us from being compensated appropriately for exhibition of our films. If we are not properly compensated, our business, prospects, financial condition and results of operations could be negatively impacted.

 

A downturn in the Indian and international economies or instability in financial markets, including a decreased growth rate and increased Indian price inflation, could materially and adversely affect our results of operations and financial condition.

 

Global economic conditions may negatively impact consumer spending. Prolonged negative trends in the global or local economies can adversely affect consumer spending and demand for our films and may shift consumer demand away from the entertainment we offer. The GDP growth rate of India decelerated to 6.5% in the 12 month period ended March 31, 2012 compared with 8.4% growth in the 12 month period ended March 31, 2011. (Source: Centre for Monitoring Indian Economy, November 2012). According to the RBI’s First Quarter Review of Monetary Policy 2013-2014, the baseline projection of GDP growth rate from the 12 month period ended March 31, 2013 to the 12 month period ended March 31, 2014 was revised downwards from 5.7% to 5.5%. The Central Statistics Office has estimated that the growth rate in GDP in the first quarter of the 12 month period ended March 31, 2014 was 4.4% over the corresponding quarter of the previous year (Source: Press release dated August 30, 2013 on “Estimates of Gross Domestic Product for the First Quarter (April-June) of 2013-14” released by the Ministry of Statistics and Programme

13
 

 

Implementation, Government of India). A decline in attendance at theaters may reduce the revenues we generate from this channel, from which a significant proportion of our revenues are derived. If the general economic downturn continues to affect the countries in which we distribute our films, discretionary consumer spending may be adversely affected, which would have an adverse impact on demand for our theater, television and digital distribution channels. Economic instability and the continuing weak economy in India may negatively impact the Indian box office success of our Hindi and Tamil films, on which we depend for a significant portion of our revenues. Further, a sustained decline in economic conditions could result in closure or downsizing by, or otherwise adversely impact, industry participants on whom we rely for content sourcing and distribution. Any decline in demand for our content could have a material adverse effect on our business, prospects, financial condition and results of operations. In addition, global financial uncertainty has negatively affected the Indian financial markets. Continued financial disruptions may limit our ability to obtain financing for our films. For example, any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. Any such event could have a material adverse effect on our business, prospects, financial condition and results of operations. India has recently experienced fluctuating wholesale price inflation compared to historical levels. An increase in inflation in India could cause a rise in the price of wages, particularly for Indian film talent, or any other expenses that we incur. If this trend continues, we may be unable to accurately estimate or control our costs of production. Because it is unlikely we would be able to pass all of our increased costs on to our customers, this could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Fluctuation in the value of the Indian Rupee against foreign currencies could materially and adversely affect our results of operations, financial condition and ability to service our debt.

 

While a significant portion of our revenues are denominated in Indian Rupees, certain contracts for our film content are or may be denominated in foreign currencies. Additionally, we report our financial results in U.S. dollars and most of our debt is denominated in U.S. dollars. We expect that the continued volatility in the value of the Indian Rupee against foreign currency will continue to have an impact on our business. The Indian Rupee experienced an approximately 15.4% drop in value as compared to the U.S. dollar in the first nine months of 2013, which included a drop of 10.4% in the two-month period from July 1, 2013 to August 30, 2013 alone. In August 2013, the Indian Rupee had dropped by as much as 26.9% relative to the U.S. dollar from the beginning of 2013. A continued slowdown in the growth of the Indian economy, coupled with this depreciation of the Indian Rupee and continued volatility in these areas, may adversely affect our business.

 

Further, at the end of fiscal 2013, $191 million, or 78% of our debt, was denominated in U.S. dollars, and we may not generate sufficient revenue in U.S. dollars to service all of our U.S. dollar-denominated debt. Consequently, we may be required to use revenues generated in Indian Rupees to service our U.S. dollar-denominated debt. Any devaluation or depreciation in the value of the Indian Rupee, compared to the U.S. dollar, could adversely affect our ability to service our debt. See “Exchange Rates” for historical exchange rates between Indian Rupees and U.S. dollars.

 

Although we have not historically done so, we may, from time to time, seek to reduce the effect of exchange rate fluctuations on our operating results by purchasing derivative instruments such as foreign exchange forward contracts to cover our intercompany indebtedness or outstanding receivables. However, we may not be able to purchase contracts to insulate ourselves adequately from foreign currency exchange risks. In addition, any such contracts may not perform effectively as a hedging mechanism. See “Exchange Rates” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk.”

 

We face increasing competition with other films for movie screens, and our inability to obtain sufficient distribution of our films could have a material adverse effect on our business.

 

A substantial majority of the theater screens in India are typically committed at any one time to a limited number of films, and we compete directly against other producers and distributors of Indian films in each of our distribution channels. If the number of films released in the market as a whole increases it could create excess supply in the market, in particular at peak theater release times such as school and national holidays and during festivals, which would make it more difficult for our films to succeed. Where we are unable to ensure a wide release for our films, or where we are unable to provide theater operators with sufficient prints of our films to allow them to maximize screenings in the first week of a film’s release, it may have an adverse impact on our revenues. Further, failure to release during peak periods, or the inability to book sufficient screens, could cause us to miss potentially higher gross box-office receipts and/or affect subsequent revenue streams, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

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We face increasing competition from other forms of entertainment, which could have a material adverse effect on our business.

 

We also compete with all other sources of entertainment and information delivery, including television, the internet and sporting events such as the Indian Premier League, for cricket. Technological advancements such as VOD, mobile and internet streaming and downloading have increased the number of entertainment and information delivery choices available to consumers and have intensified the challenges posed by audience fragmentation. The increasing number of choices available to audiences could negatively impact consumer demand for our films, and there can be no assurance that occupancy rates at theaters or demand for our other distribution channels will not fall.

 

Competition within the Indian film industry is growing rapidly, and certain of our competitors are larger, have greater financial resources and are more diversified.

 

The Indian film industry’s rapid growth is changing the competitive landscape, increasing competition for content, talent and release dates. Growth in the Indian film industry has attracted new Indian and foreign industry participants and competitors, including standalone operators, such as Reliance Entertainment, as well as others aligned with internationally diversified film companies, such as Sony Pictures, Viacom Inc., The Walt Disney Company and Warner Bros., many of which are substantially larger and have greater financial resources, including competitors that own their own theaters and/or television networks. These larger competitors may have the ability to spend additional funds on production of new films, which may require us to increase our production budgets beyond what we originally anticipated in order to compete effectively. In addition, these competitors may use their financial resources to gain increased access to movie screens and enter into exclusive content arrangements with key talent in the Indian film industry. Unlike some of these major competitors that are part of larger diversified corporate groups, we derive substantially all of our revenue from our film entertainment business. If our films fail to perform to our expectations we are likely to face a greater adverse impact than would a more diversified competitor. In addition, other larger entertainment distribution companies may have larger budgets to exploit growing technological trends. If we are unable to compete with these companies effectively, our business prospects, results of operations and financial condition could suffer. With generally increasing budgets of Hindi and Tamil films, we may not have the resources to distribute the same level of films as competitors with greater financial strength.

 

Piracy of our content, including digital and internet piracy, may adversely impact our revenues and business.

 

Our business depends in part on the adequacy, enforceability and maintenance of intellectual property rights in the entertainment products and services we create. Motion picture piracy is extensive in many parts of the world and is made easier by technological advances and the conversion of motion pictures into digital formats. This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures in theatrical release on DVDs, CDs and Blu-ray discs, from pay-per-view through set top boxes and other devices and through unlicensed broadcasts on free television and the internet. Although DVD and CD sales represent a relatively small portion of Indian film and music industry revenues, the proliferation of unauthorized copies of these products results in lost revenue and significantly reduced pricing power, which could have a material adverse effect on our business, prospects, financial condition and results of operations. In particular, unauthorized copying and piracy are prevalent in countries outside of the United States, Canada and Western Europe, including India, whose legal systems may make it difficult for us to enforce our intellectual property rights and in which consumer awareness of the individual and industry consequences of piracy is lower. With broadband connectivity improving and 3G internet penetration increasing in India, digital piracy of our content is an increasing risk. In addition, the prevalence of third-party hosting sites and a large number of links to potentially pirated content make it difficult to effectively monitor and prevent digital piracy of our content. Existing copyright and trademark laws in India afford only limited practical protection and the lack of internet-specific legislation relating to trademark and copyright protection creates a further challenge for us to protect our content delivered through such media. According to FICCI Report 2013, it is estimated that the Indian film industry loses as much as $1.1 billion annually due to piracy. Additionally, we may seek to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and revenue losses. Even the highest levels of security and anti-piracy measures may fail to prevent piracy.

 

We may be unable to adequately protect or continue to use our intellectual property. Failure to protect such intellectual property may negatively impact our business.

 

We rely on a combination of copyrights, trademarks, service marks and similar intellectual property rights to protect our name and branded products. The success of our business, in part, depends on our continued ability to use this intellectual property in order to increase awareness of the Eros name. We attempt to protect these intellectual property rights through available copyright and trademark laws. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries, and the actions taken by us may be inadequate to prevent imitation by others of the Eros name and other Eros intellectual property. In addition, if the applicable laws in these countries are drafted or interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our intellectual property may decrease, or the cost of obtaining and maintaining rights may increase. Further, many existing laws governing property ownership, copyright and other

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intellectual property issues were adopted before the advent of the internet and do not address the unique issues associated with the internet, personal entertainment devices and related technologies, and new interpretations of these laws in response to emerging digital platforms may increase our digital distribution costs, require us to change business practices relating to digital distribution or otherwise harm our business. We also distribute our branded products in some countries in which there is no copyright or trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our branded products or certain portions or applications of our branded products, which could have a material adverse effect on our business, prospects, results of operations and financial condition. If we fail to register the appropriate copyrights, trademarks or our other efforts to protect relevant intellectual property prove to be inadequate, the value of the Eros name could be harmed, which could adversely affect our business and results of operations.

 

We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to or otherwise decrease the value of our brand or our trademarks or service marks.

 

We have registered several domain names for websites that we use in our business, such as erosplc.com and erosentertainment.com, and although our Indian subsidiaries currently own over 50 registered trademarks, we have not obtained a registered trademark for any of our domain names. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration or any other cause, we may be forced to market our products under a new domain name, which could cause us to lose users of our websites, or to incur significant expense in order to purchase rights to such a domain name. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the United States, India and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to or otherwise decrease the value of our brand, trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.

 

Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Regardless of the validity or the success of the assertion of any claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business and results of operations. Our services and products could infringe upon the intellectual property rights of third parties.

 

Other parties, including our competitors, may hold or obtain patents, trademarks, copyright protection or other proprietary rights with respect to their previously developed films, characters, stories, themes and concepts or other entertainment, technology and software or other intellectual property of which we are unaware. In addition, the creative talent that we hire or use in our productions may not own all or any of the intellectual property that they represent they do, which may instead be held by third parties. Consequently, the film content that we produce and distribute or the software and technology we use may infringe the intellectual property rights of third parties, and we frequently have infringement claims asserted against us. Any claims or litigation, justified or not, could be time-consuming and costly, harm our reputation, require us to enter into royalty or licensing arrangements that may not be available on acceptable terms or at all or require us to undertake creative changes to our film content or source alternative content, software or technology. Where it is not possible to do so, claims may prevent us from producing and/or distributing certain film content and/or using certain technology or software in our operations. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Our ability to remain competitive may be adversely affected by rapid technological changes and by an inability to access such technology.

 

The Indian film entertainment industry continues to undergo significant technological developments, including the ongoing transition from film to digital media. We may be unsuccessful in adopting new digital distribution methods or may lose market share to our competitors if the methods that we adopt are not as technologically sound, user-friendly, widely accessible or appealing to consumers as those adopted by our competitors. For example, our recently launched on-demand entertainment portal accessible via internet-enabled devices, Eros Now, may not be well-received by consumers. Further, advances in technologies or alternative methods of product delivery or storage, or changes in consumer behavior driven by these or other technologies, could have a negative effect on our home entertainment market in India. If we fail to successfully exploit digital and other emerging technologies, it could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

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We are currently migrating to an SAP ERP system, which could substantially disrupt our business, and our failure to successfully integrate our IT systems across our international operations could result in substantial costs and diversion of resources and management attention.

 

We are currently in the process of migrating to an SAP ERP system to replace several of our existing IT systems. We have completed this accounting migration in India, but the process is ongoing in the rest of the world and the implementation has been delayed. This migration may lead to unforeseen complications and expenses, and our failure to efficiently migrate our IT systems could substantially disrupt our business. We will implement further modules within SAP ERP once the initial worldwide integration has been completed. The SAP ERP system will be implemented globally in our different office locations and will need to accommodate our multilingual operations, resulting in further difficulties in such implementation. Our failure to successfully integrate our IT systems across our international operations could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position.

 

The music industry is highly competitive and many of our competitors in the music industry focus more exclusively on music distribution and have greater resources than we have.

 

The music industry, including the market for music licensing and related services in the film and broadcast industry, is intensely competitive. Many companies focus exclusively on music distribution and have greater resources and a larger depth and breadth of library, distribution capabilities and current repertoire than we do. We expect competition to persist and to intensify as the markets for Indian music continue to develop and as additional competitors enter the Indian music industry. To remain competitive, we may be forced to reduce our prices and increase costs.

 

Our business and activities are regulated by the Competition Act.

 

The Competition Act of India, 2002, as amended, or the Competition Act, seeks to prevent practices that could have an appreciable adverse effect on competition in the relevant market in India. Under the Competition Act, any arrangement, understanding or action between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition is void and will be subject to substantial penalties. Any agreement that directly or indirectly determines purchase or sale prices, limits or controls production, or creates market sharing by way of geographical area or number of customers in the market is presumed to have an appreciable adverse effect on competition. Provisions relating to the regulation of certain acquisitions, mergers or amalgamations which have or are likely to have an appreciable adverse effect on competition and regulations issued by the Competition Commission of India with respect to notification requirements for such combinations were effective June 1, 2011. In December 2012, a proposed amendment to the Competition Act was introduced in the Indian Parliament. This amendment would empower the Government of India to ascribe different values for assets and turnover for a particular class of enterprises, in order to determine whether they breach the threshold limits currently prescribed under the Competition Act (instead of the audited book value of such assets). This amendment is currently under consideration by the houses of the Indian Parliament. The impact on our business of this proposed amendment and other regulations under the Competition Act is therefore unclear.

 

If we or any member of our group, including Eros India, are further affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by, or claims made to the Competition Commission of India or any other similar authority, our business, results of operations and reputation may be materially and adversely affected. For a discussion of Competition Commission actions, see “Business—Litigation.”

 

Our financial condition and results of operations fluctuate from period to period due to film release schedules and other factors and may not be indicative of results for future periods.

 

Our financial condition and results of operations for any period fluctuate due to film release schedules in that period, none of which we can predict with reasonable certainty. Theater attendance in India has traditionally been highest during school holidays, national holidays and during festivals, and we typically aim to release big-budget films at these times. This timing of releases also takes account of competitor film releases, Indian Premier League cricket matches and the timing dictated by the film production process. As a result, our quarterly results can vary from one year to the next, and the results of one quarter are not necessarily indicative of results for the next or any future quarter. Additionally, the distribution window for the theatrical release of films, and the window between the theatrical release and distribution in other channels, have each been compressing in recent years and may continue to change. Further shortening of these periods could adversely impact our revenues if consumers opt to view a film on one distribution platform over another, resulting in the cannibalizing of revenues across distribution platforms. Additionally, because our revenue and operating results are seasonal in nature due to the impact of the timing of new releases, our revenue and operating results may fluctuate from period to period, and which could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.

 

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Our accounting practices and management judgments may accentuate fluctuations in our annual and quarterly operating results and may not be comparable to other film entertainment companies.

 

For first release film content, we use a stepped method of amortization and a first twelve months amortization rate based on management’s judgment taking into account historic and expected performance, typically amortizing 50% of the capitalized cost together with print and advertising costs for high budget films released during or after fiscal 2014, and 40% of the capitalized cost together with print and advertising costs for all other films, in the first 12 months of their initial commercial exploitation, and then the balance evenly over the lesser of the term of the rights held by us and nine years. Management determined to adjust the first-year amortization rate for high budget films because of the high contribution of theatrical revenue. Similar management judgment taking into account historic and expected performance is used to apply a stepped method of amortization on a quarterly basis within the first 12 months, within the overall parameters of the annual amortization. Typically 25% of capitalized cost together with print and advertising costs for high budget films released during or after fiscal 2014, and 20% of capitalized cost together with print and advertising costs for all other films, is amortized in the initial quarter of their commercial exploitation. In fiscal 2009 and fiscal years prior to 2009, the balance of capitalized film content costs were amortized evenly over a maximum of four years rather than nine. Because management exercises its judgment regarding amortization amounts, our amortization practices may not be comparable to other film entertainment companies. In the case of film content that we acquire after its initial exploitation, commonly referred to as library, amortization is spread evenly over the lesser of ten years after our acquisition or our license period. At least annually, we review film and content rights for indications of impairment in accordance with IAS 36: Impairment of Assets , an International Accounting Standard, or IAS.

 

If we fail to achieve or maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected.

 

Upon the completion of this offering, we will become a public company in the United States that is subject to certain requirements under the Sarbanes-Oxley Act of 2002 and will become subject to additional requirements under the Sarbanes-Oxley Act when we cease to qualify as an “emerging growth company” under the new Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that we include a report from management on our internal control over financial reporting in our Annual Report on Form 20-F beginning as early as our annual report for the fiscal year ending March 31, 2015. In addition, our independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of our internal control over financial reporting. However, because we qualify as an “emerging growth company” under the JOBS Act, these attestation requirements may not apply to us for up to five years after the date of this offering unless we cease to qualify as an “emerging growth company.” Our management may conclude that our internal controls are not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may disagree and may decline to attest to our management’s assessment or may issue an adverse opinion. In preparing the consolidated financial statements included elsewhere in this prospectus, significant deficiencies and a material weakness in our internal control over financial reporting were identified. In fiscal 2013, our auditors identified significant deficiencies in our financial statement review process regarding derivative instruments and reconciliation of bank charges, while in fiscal 2012, our auditors identified a material weakness involving hedge accounting and significant deficiencies in the documentation of our management review of advances and amortization schedules. We have worked to improve and remedy these deficiencies, including through the completed implementation of SAP ERP within India and the on-going implementation in the rest of the world. If we identify additional control deficiencies as a result of the assessment process in the future, we may be unable to conclude that we have effective internal controls over financial reporting, which are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the market price of our A ordinary shares.

 

Our revenue is subject to significant variation based on the timing of certain licenses and contracts we enter into that may account for a large portion of our revenue in the period in which it is completed, which could adversely affect our operating results.

 

From time to time, we license film content rights to a group of films pursuant to a single license that constitutes a large portion of our revenue for the fiscal year in which the revenue from the license is recognized. In fiscal 2012 and 2011, 11.8% and 23.0% of our revenue, respectively, came from one customer in our television syndication channel, Dhrishti Creations Pvt. Limited, an aggregator of television rights. In the six months ended September 30, 2013 as well as in the six months ended September 30, 2012, no single customer accounted for more than 10% of our revenues. In the fiscal year ended March 31, 2013, however, we did not depend on any single customer for more than 10% of our revenue. The timing and size of similar licenses subjects our revenue to uncertainties and variability from period to period, which could adversely affect our operating results. We expect that we will continue to enter into licenses with customers that may represent a significant concentration of our revenues for the applicable period and we cannot guarantee that these revenues will recur.

 

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We have entered into certain related party transactions and may continue to rely on our founders for certain key development and support activities.

 

We have entered, and may continue to enter, into transactions with related parties. We also rely on the Founders Group, which consists of Beech Investments, Arjan Lulla, Kishore Lulla, Vijay Ahuja and Sunil Lulla and associates and enterprises controlled by certain of our directors and key management personnel for certain key development and support activities. While we believe that the Founders Group’s interests are aligned with our own, such transactions may not have been entered into on an arm’s-length basis, and we may have achieved more favorable terms had such transactions been entered into with unrelated parties. If future transactions with related parties are not entered into on an arm’s-length basis, our business may be materially harmed. Further, because certain members of the Founders Group are controlling shareholders of or have significant influence on both us and our related parties, conflicts of interest may arise in relation to dealings between us and our related parties and may not be resolved in our favor. For further information, see “Certain Relationships and Related Party Transactions.”

 

We may encounter operational and other problems relating to the operations of our subsidiaries, including as a result of restrictions in our current shareholder agreements.

 

We operate several of our businesses through subsidiaries. Our financial condition and results of operations significantly depend on the performance of our subsidiaries and the income we receive from them. Our business may be adversely affected if our ability to exercise effective control over our non-wholly owned subsidiaries is diminished in any way. Although we control these subsidiaries through direct or indirect ownership of a majority equity interest or the ability to appoint the majority of the directors on the boards of such companies, unanimous board approval is required for major decisions relating to certain of these subsidiaries. To the extent there are disagreements between us and our various minority shareholders regarding the business and operations of our non-wholly owned subsidiaries, we may be unable to resolve them in a manner that will be satisfactory to us. Our minority shareholders may:

 

  · be unable or unwilling to fulfill their obligations, whether of a financial nature or otherwise;
  · have economic or business interests or goals that are inconsistent with ours;
  · take actions contrary to our instructions, policies or objectives;
  · take actions that are not acceptable to regulatory authorities;
  · have financial difficulties; or
  · have disputes with us.

 

Any of these actions could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Additionally, we have entered into shareholder agreements with the minority shareholders of two of our non-wholly-owned subsidiaries, Big Screen Entertainment and Ayngaran, and may enter into similar agreements. These agreements contain various restrictions on our rights in relation to these entities, including restrictions in relation to the transfer of shares, rights of first refusal, put options, reserved board matters and non-solicitation of employees by us. We may also face operational limitations due to restrictive covenants in such shareholders agreements. In addition, under the terms of our shareholder agreement in relation to Big Screen Entertainment, disputes between partners are required to be submitted to arbitration in Mumbai, India. These restrictions in our current shareholder agreements, and any restrictions of a similar or more onerous nature in any new or amended agreements into which we may enter, may limit our control of the relevant subsidiary or our ability to achieve our business objectives, as well as limiting our ability to realize value from our equity interests, any of which could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Some of the parties to the shareholder agreements are companies that have duties to their own shareholders, and the interests of these shareholders with respect to the operation of Big Screen Entertainment and Ayngaran may not be aligned with your interests. As a result, although we own a majority of the ownership interest in each of Big Screen Entertainment and Ayngaran, taking actions that require approval of the minority shareholders (or their representative directors), such as entering into related party transactions, selling material assets and entering into material contracts, may be more difficult to accomplish.

 

We depend on the services of senior management.

 

We have, over time, built a strong team of experienced professionals on whom we depend to oversee the operations and growth of our businesses. We believe that our success substantially depends on the experience and expertise of, and the longstanding relationships with key talent and other industry participants built by, our senior management. Any loss of our senior management, any conflict of interest that may arise for such management or the inability to recruit further senior managers could impede our growth by impairing our day-to-day operations and hindering development of our business and our ability to develop, maintain and expand relationships, which would have a material adverse effect on our business, prospects, financial condition and results of operations. In recent years, we have experienced additions to our senior management team, and our success depends in part on our ability to

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successfully integrate these new employees into our organization. In 2012, we hired Sean Hanafin as Chief Corporate & Strategy Officer, and appointed two new directors, one effective upon consummation of this offering, and we anticipate hiring additional senior management in connection with the expansion of our digital business. While some of our senior management have entered into employment agreements that contain non-competition and non-solicitation provisions, these agreements may not be enforceable in the Isle of Man, India or the United Kingdom, whose laws govern these agreements or where our members of senior management reside. Even if enforceable, these non-competition and non-solicitation provisions are for limited time periods.

 

Some viewers or civil society organizations may find our film content objectionable.

 

Some viewers or civil society organizations in India or other countries may object to film content produced or distributed by us based on religious, political, ideological or any other positions held by such viewers. This applies in particular, to content that is graphic in nature, including violent or romantic scenes and films that are politically oriented or targeted at a segment of the film audience. Viewers or civil society organizations, including interest groups, political parties, religious or other organizations may assert legal claims, seek to ban the exhibition of our films, protest against us or our films or object in a variety of other ways. Any of the foregoing could harm our reputation and could have a material adverse effect on our business, prospects, financial condition and results of operations. The film content that we produce and distribute could result in claims being asserted, prosecuted or threatened against us based on a variety of grounds, including defamation, offending religious sentiments, invasion of privacy, negligence, obscenity or facilitating illegal activities, any of which could have a material adverse effect on our business, prospects, financial condition or results of operations.

 

Our films are required to be certified in India by the Central Board of Film Certification.

 

Pursuant to the Indian Cinematograph Act, 1952, or the Cinematograph Act, films must be certified for adult viewing or general viewing in India by the Central Board of Film Certification, or CBFC, which looks at factors such as the interest of sovereignty, integrity and security of the relevant country, friendly relations with foreign states, public order and morality. There may be similar requirements in the United Kingdom, Canada and Australia, among other jurisdictions. We may be unable to obtain the desired certification for each of our films and we may have to modify the title, content, characters, storylines, themes or concepts of a given film in order to obtain any certification or a desired certification for broadcast release that will facilitate distribution and exploitation of the film. Any modification or receipt of an undesirable certification could reduce the appeal of any affected film to our target audience and reduce our revenues from that film, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Litigation and negative claims about us or the Indian film entertainment industry generally could have a material adverse impact on our reputation, our relationship with distributors and co-producers and our business operations.

 

We and certain of our directors and officers are subject to various legal proceedings in India. In addition, there have been certain public allegations made against the Indian film entertainment industry generally, as well as against certain of the entities and individuals currently active in the industry about purported links to organized crime and other negative associations. As our success in the Indian film industry partially depends on our ability to maintain our brand image and corporate reputation, in particular in relation to our dealings with creative talent, co-producers, distributors and exhibitors, any such proceedings or allegations, public or private, whether or not routine or justified, could tarnish our reputation and cause creative talent, co-producers, distributors and exhibitors not to work with us. In addition, the nature of our business and our reliance on intellectual property and other proprietary rights subjects us to the risk of significant litigation. Litigation, or even the threat of litigation, can be expensive, lengthy and disruptive to normal business operations, and the results of litigation are inherently uncertain and may result in adverse rulings or decisions. We may enter into settlements or be subject to judgments that may, individually or in the aggregate, have a material adverse effect on our business, prospects, financial condition or results of operations.

 

Anonymous letters to regulators or business associates making allegations regarding our business practices, accounting practices and/or officers and directors could have a resultant material adverse effect on our business, financial condition and results of operation and could negatively impact the market price for our A ordinary shares.

 

In the past, when we have publicly filed a prospectus relating to a proposed transaction in either United Kingdom, India or the United States, we have received anonymous letters sent either to us, a banker, and/or the regulator, making allegations about our business practices and/or officers and directors. Every time we have received such a letter we have undertaken what we believe to be a reasonably prudent review, such as extensive due diligence to investigate the allegations, and where necessary our board of directors has engaged third party professional firms to report to them directly and cleared the matter from a corporate governance point of view. Having conducted these investigations in each instance we found the allegations were without merit.

 

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However, if we receive similar letters, it could result in a diversion of management resources, time and energy, potential costs to defend ourselves, a decline in the market price for our A ordinary shares, increased share price volatility, an increased directors and officers liability insurance premiums and could have a material adverse effect upon our business, financial condition and results of operations, and ability to access the capital markets.

 

Our performance in India is linked to the stability of its policies, including taxation policy, and the political situation.

 

The role of Indian central and state governments in the Indian economy has been and remains significant. Since 1991, India’s government has pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. The rate of economic liberalization could change, and specific laws and policies affecting companies in the media and entertainment sector, foreign investment, currency exchange rates and other matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India and thereby affect our business.

 

Taxes generally are levied on a state-by-state basis for the Indian film industry. Recently, there has been interest in rationalizing the industry’s taxes by instituting a uniform set of entertainment taxes administered by the Indian government. Such changes may increase our tax rate, which could adversely affect our financial condition and results of operations. Furthermore, in certain states, theater multiplexes have enjoyed entertainment tax benefits that may be disrupted or discontinued if India moves to a uniform entertainment tax system. This could slow the construction of new multiplexes, which are projected to be a key driver for domestic theatrical revenue growth according to the FICCI Report 2013. Separately, there are certain deductions available to film producers for expenditures on production of feature films released during a given year. These tax benefits may be discontinued and impact current and deferred tax liabilities. In addition, the government of India has issued and may continue to issue tariff orders setting ceiling prices for distribution of content on cable television service charges in India. Such tariff orders could place pricing pressures on cable television service providers and broadcasters, which may, among other things, restrict the ability and willingness of cable television broadcasters in India to pay for content acquisition, including for our films. Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

Natural disasters, epidemics, terrorist attacks and other acts of violence or war could adversely affect the financial markets, result in a loss of business confidence and adversely affect our business, prospects, financial condition and results of operations.

 

Numerous countries, including India, have recently experienced community disturbances, strikes, terrorist attacks, riots, epidemics and natural disasters. These acts and occurrences may result in a loss of business confidence and could cause a temporary suspension of our operations if, for example, local authorities closed theaters and could have an adverse effect on the financial markets and economies of India and other countries. Such closures have previously and could in the future impact our ability to exhibit our films and have a material adverse effect on our business, prospects, financial condition and results of operations. In addition, travel restrictions as a result of such events may interrupt our marketing and distribution efforts and have an adverse impact on our ability to operate effectively.

 

Our insurance coverage may be inadequate to satisfy future claims against us.

 

While we believe that we have adequately insured our operations and property in a way that we believe is customary in the Indian film entertainment industry and in amounts that we believe to be commercially appropriate, we may become subject to liabilities against which we are not adequately insured or against which we cannot be insured, including losses suffered that are not easily quantifiable and cause severe damage to our reputation. Film bonding, which is a customary practice for U.S. film companies, is rarely used in India. Even if a claim is made under an existing insurance policy, due to exclusions and limitations on coverage, we may not be able to successfully assert our claim for any liability or loss under such insurance policy.

 

In addition, in the future, we may not be able to maintain insurance of the types or in the amounts that we deem necessary or adequate or at premiums that we consider appropriate. The occurrence of an event for which we are not adequately or sufficiently insured, the successful assertion of one or more large claims against us that exceed available insurance coverage, the successful assertion of claims against our co-producers, or changes in our insurance policies could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

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Our Indian subsidiary, Eros India, from which we derive a substantial portion of our revenues, is publicly listed and we may lose our ability to control its activities.

 

Our Indian subsidiary, Eros India, from which we derive a substantial portion of our revenues, is publicly listed on the Indian stock exchanges. As such, under Indian law, minority stockholders have certain rights and protections against oppression and mismanagement. Further, we own approximately 74.88% of this entity. Over time, we may lose control over its activities and, consequently, lose our ability to consolidate its revenues.

 

Dividend distributions by our subsidiaries are subject to certain limitations under local laws, including Indian and Dubai law and other contractual restrictions.

 

As a holding company, we rely on funds from our subsidiaries to satisfy our obligations. Dividend payments by our subsidiaries, including Eros India and Eros Worldwide FZ-LLC, or Eros Worldwide, are subject to certain limitations under local laws. For example, under Indian law, dividends other than in cash are not permitted and cash dividends are only permitted to be paid out of distributable profits. Dubai law imposes similar limitations on dividend payments. An Indian company paying dividends is also liable to pay dividend distribution tax at an effective rate of 17%, including cess (additional Indian education tax) and surcharges. In addition, the Shareholders Agreement of Ayngaran, limits the ability of that entity to pay dividends without shareholder approval.

 

The Relationship Agreement with our subsidiaries may not reflect market standard terms that would have resulted from arm’s length negotiations among unaffiliated third parties and may include terms that may not be obtained from future negotiations with unaffiliated third parties.

 

The 2009 Relationship Agreement among Eros India, Eros Worldwide and us, or the Relationship Agreement, exclusively assigns to Eros Worldwide certain intellectual property rights and all distribution rights for Indian films (other than Tamil films) held by Eros India or any of its subsidiaries other than Ayngaran and its subsidiaries, or the Eros India Group, in all territories other than India, Nepal and Bhutan, the rights for which are retained by Eros India and its subsidiaries. In return, Eros Worldwide provides a lump sum minimum guarantee fee for each assigned film to the Eros India Group plus certain additional contingent amounts. The Relationship Agreement may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties, and our future operating results may be negatively affected if we do not receive terms as favorable in future negotiations with unaffiliated third parties. Further, as we do not own 100% of Eros India, we may lose control over its activities and, consequently, our ability to ensure its continued performance under the Relationship Agreement.

 

Although our tax and transfer pricing methodology are audited annually by our Indian auditors as part of our statutory audits, the transfer pricing arrangements in the Relationship Agreement are not binding on the applicable taxing authorities, and may be subject to scrutiny by such taxing authorities. Accordingly, there may be material and adverse tax consequences if the applicable taxing authorities challenge these arrangements, and they may adjust our income and expenses for tax purposes for both present and prior tax years, and assess interest on the adjusted but unpaid taxes.

 

Our indebtedness could adversely affect our operations, including our ability to perform our obligations, fund working capital and pay dividends.

 

As of September 30, 2013, we had $260.3 million of borrowings outstanding. We may also be able to incur substantial additional indebtedness.

 

Our indebtedness could have important consequences to you, including the following:

 

  · we could have difficulty satisfying our debt obligations, and if we fail to comply with these requirements, an event of default could result;
  · we may be required to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the cash flow available to fund working capital, capital expenditures and other general corporate activities or to pay dividends;
  · covenants relating to our indebtedness may restrict our ability to make distributions to our shareholders;
  · covenants relating to our indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures and other general corporate activities, which may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
  · our lenders are able to require us to repay certain secured loans to each of Eros India and Eros International Limited prior to their maturity, which as of September 30, 2013, represented $63.3 million of the outstanding indebtedness of Eros India and $19.7 million of the outstanding indebtedness of Eros International Limited;
  · certain Eros India loan agreements are currently being considered for their annual renewal, and until these renewals are obtained, the lenders under these loan agreements may at any time require repayment of amounts outstanding, which as of September 30, 2013, totaled $29.9 million of the $63.3 million outstanding under the aforementioned Eros India indebtedness;
  · we may be more vulnerable to general adverse economic and industry conditions;

 

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  · we may be placed at a competitive disadvantage compared to our competitors with less debt; and
  · we may have difficulty repaying or refinancing our obligations under our senior credit facilities on their respective maturity dates

 

If any of these consequences occur, our financial condition, results of operations and ability to pay dividends could be adversely affected. This, in turn, could negatively affect the market price of our ordinary shares, and we may need to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all.

 

We face risks relating to the international distribution of our films and related products.

 

We derived approximately 37.2% of our fiscal 2013 net revenues, and 48.9% of our revenues for the six months ended September 30, 2013, from the exploitation of our films in territories outside of India. Accordingly, our business is subject to risks inherent in international trade, many of which are beyond our control. These risks include:

 

  · fluctuating foreign exchange rates;
  · laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes and changes in these laws;
  · differing cultural tastes and attitudes, including varied censorship laws;
  · differing degrees of protection for intellectual property;
  · financial instability and increased market concentration of buyers in other markets;
  · the increased difficulty of collecting trade receivables across multiple jurisdictions;
  · the instability of other economies and governments; and
  · war and acts of terrorism.

 

Events or developments related to these and other risks associated with international trade could adversely affect our revenues from non-Indian sources, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

We may pursue acquisition opportunities, which could subject us to considerable business and financial risk.

 

We evaluate potential acquisitions of complementary businesses on an ongoing basis and may from time to time pursue acquisition opportunities. We may not be successful in identifying acquisition opportunities, assessing the value, strengths and weaknesses of these opportunities or consummating acquisitions on acceptable terms. Future acquisitions may result in near term dilution to earnings, including potentially dilutive issuances of equity securities or issuances of debt. Acquisitions may expose us to particular business and financial risks that include, but are not limited to:

 

  · diverting of financial and management resources from existing operations;
  · incurring indebtedness and assuming additional liabilities, known and unknown, including liabilities relating to the use of intellectual property we acquire;
  · incurring significant additional capital expenditures, transaction and operating expenses and non-recurring acquisition-related charges;
  · experiencing an adverse impact on our earnings from the amortization or impairment of acquired goodwill and other intangible assets;
  · failing to successfully integrate the operations and personnel of the acquired businesses;
  · entering new markets or marketing new products with which we are not entirely familiar; and
  · failing to retain key personnel of, vendors to and clients of the acquired businesses.

 

If we are unable to address the risks associated with acquisitions, or if we encounter expenses, difficulties, complications or delays frequently encountered in connection with the integration of acquired entities and the expansion of operations, we may fail to achieve acquisition synergies and may be required to focus resources on integration of operations rather than on our primary business activities. In addition, future acquisitions could result in potentially dilutive issuances of our A ordinary shares, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition.

 

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Risks Related to our A Ordinary Shares and this Offering

 

There has been no prior public market in the United States for our A ordinary shares, and an active, liquid and orderly trading market for our A ordinary shares may not develop or be maintained in the United States, which could limit your ability to sell shares of our A ordinary shares.

 

There has been no public market in the United States for our A ordinary shares prior to this offering. Although we have been approved to list our A ordinary shares on the NYSE, an active U.S. public market for our shares may not develop or be sustained after this offering. If an active market does not develop, you may experience difficulty selling the A ordinary shares that you purchase in this offering. The initial public offering price for our A ordinary shares was determined by negotiations between us and representatives of the underwriters and may not be indicative of the market price at which our A ordinary shares will trade after this offering. In particular, you may be unable to resell your A ordinary shares at or above the initial public offering price.

 

Our A ordinary share price may be highly volatile after the offering and, as a result, you could lose a significant portion or all of your investment or we could become subject to securities class action litigation.

 

Since 2006, our ordinary shares have been admitted on AIM. The trading price of our ordinary shares on AIM has been highly volatile. For example, the highest price that our ordinary shares traded in the period beginning September 28, 2012 and ending September 30, 2013 was $4.48 and the lowest price was $2.96, prior to giving effect to the proposed one-for-three reverse stock split to be effectuated prior to pricing. On April 24, 2012, our shareholders approved a resolution authorizing us to cancel admission of our ordinary shares from AIM as soon as practicable following the listing of our A ordinary shares on the NYSE. The market price of the A ordinary shares on the NYSE may fluctuate after listing as a result of several factors, including the following:

 

  · variations in our quarterly operating results;
  · volatility in our industry, the industries of our customers and the global securities markets;
  · risks relating to our business and industry, including those discussed above;
  · strategic actions by us or our competitors;
  · adverse judgments or settlements obligating us to pay damages;
  · actual or expected changes in our growth rates or our competitors’ growth rates;
  · investor perception of us, the industry in which we operate, the investment opportunity associated with the A ordinary shares and our future performance;
  · adverse media reports about us or our directors and officers;
  · addition or departure of our executive officers;
  · changes in financial estimates or publication of research reports by analysts regarding our A ordinary shares, other comparable companies or our industry generally;
  · trading volume of our A ordinary shares;
  · sales of our ordinary shares by us or our shareholders;
  · domestic and international economic, legal and regulatory factors unrelated to our performance; or
  · the release or expiration of lock-up or other transfer restrictions on our outstanding A ordinary shares.

 

As a new investor, you will incur immediate and substantial dilution.

 

The initial public offering price of our A ordinary shares is substantially higher than the net tangible book value per share of our A ordinary shares immediately after this offering. Therefore, if you purchase our A ordinary shares in this offering, you will incur an immediate dilution of $11.31 in net tangible book value per ordinary share from the price you paid, based on a public offering price of $11.00 per share of our A ordinary shares. The exercise of outstanding stock options will result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”

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Additional equity issuances will dilute your holdings, and sales by the Founders Group could adversely affect the market price of our A ordinary shares.

 

Upon completion of this offering, we will have an issued share capital of 48,592,767 ordinary shares, including 23,037,548 A ordinary shares. 15,411,651 existing A ordinary shares and all A ordinary shares sold in this offering, other than any shares sold to Beech or the Directed Investors, will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. All remaining B ordinary shares outstanding after this offering and certain A ordinary shares will be available for sale upon the expiration of certain lock-up arrangements entered into between the underwriters and us, Beech, the Directed Investors, directors and officers and other shareholders as further described under “Underwriting” and “Shares Eligible for Future Sale.” In addition, A ordinary shares that certain option holders will receive when they exercise their share options will not be available for sale until the expiration of any relevant lock-up periods, subject to volume and other restrictions that may be applicable under Rule 144 and Rule 701 under the Securities Act. Sales of a large number of our ordinary shares by the Founders Group could adversely affect the market price of our A ordinary shares. Similarly, the perception that any such primary or secondary sale may occur could adversely affect the market price of our A ordinary shares. Any future issuance of our A ordinary shares by us may dilute your shareholdings as well as the holdings of our existing shareholders, causing the market price of our A ordinary shares to decline. In addition, any perception by potential investors that such issuances or sales might occur could also affect the trading price of our A ordinary shares.

 

The Founders Group, which includes our Chairman, Kishore Lulla, will continue to hold a substantial interest after the offering and through the voting rights afforded to our B ordinary shares and held by the Founders Group, will continue to have the ability to exercise a controlling influence over our business, which will limit your ability to influence corporate matters.

 

After our offering, our B ordinary shares will have ten votes per share and our A ordinary shares, which are the ordinary shares we are selling in this offering, will have one vote per share. We anticipate that the Founders Group will collectively own approximately 55.2% of our issued share capital in the form of 1,282,949 A ordinary shares, assuming that Beech purchases 1,000,000 A ordinary shares in this offering, representing approximately 0.5% of the voting power of our outstanding ordinary shares, and 25,555,219 of our B ordinary shares, representing approximately 91.7% of the voting power of our outstanding ordinary shares, assuming the underwriters do not exercise their overallotment option to purchase additional A ordinary shares. Due to the disparate voting powers attached to our two classes of ordinary shares, the Founders Group will continue to have significant influence over management and affairs and over all matters requiring shareholder approval, including our management and policies and the election of our directors and senior management, the approval of lending and investment policies, revenue budgets, capital expenditure, dividend policy, significant corporate transactions, such as a merger or other sale of our company or its assets and strategic acquisitions, for the foreseeable future. In addition, because of this dual class structure, the Founders Group will continue to be able to control all matters submitted to our shareholders for approval until they come to own less than 10% of the outstanding ordinary shares, when all B ordinary shares held by the Founders Group will automatically convert into A ordinary shares on a one-for-one basis.

 

This concentrated control could delay, defer or prevent a change in control of our company, impede a merger, consolidation, takeover or other business combination involving our company, or discourage a potential acquirer from making a tender offer, initiating a potential merger or takeover or otherwise attempting to obtain control of the Company even though other holders of A ordinary shares may view a change in control as beneficial. Many of our directors and senior management also serve as directors of, or are employed by, our affiliated companies, and we cannot guarantee that any conflicts of interest will be resolved in our favor. As a result of these factors, members of the Founders Group may influence our material policies in a manner that could conflict with the interests of the Company’s shareholders. As a result, the market price of our A ordinary shares could be adversely affected.

 

Participation in this offering by one of our existing shareholders or any Directed Investor would reduce the available public float for our shares.

 

Beech, a holder of more than 5% of our ordinary shares, and an entity controlled by our founder, Chairman and certain directors, has indicated an interest in purchasing up to 1,000,000 A ordinary shares in this offering at the initial offering price. Because this indication of interest is not a binding agreement or commitment to purchase, Beech may elect not to purchase shares in the offering or the underwriters may elect not to sell any shares in this offering to Beech. If Beech were to purchase all of these shares, it, together with our Chairman and our other directors and executive officers, in the aggregate, would own approximately 93.0% of the voting power of our outstanding ordinary shares after this offering. If Beech is allocated all or a portion of the shares in which it has indicated an interest in this offering and purchases any such shares, such purchase would reduce the available public float for our shares because Beech would be restricted from selling such shares by a lock-up agreement it has entered into with our underwriters and by restrictions under applicable securities laws. As a result, any purchase of shares by Beech in this offering will reduce the liquidity of our A ordinary shares relative to what it would have been had these shares been purchased by investors that were not affiliated with us.

 

We have requested that the underwriters reserve for sale, at the initial public offering price, up to 750,000 A ordinary shares for three potential investors. The Directed Investors have collectively indicated an interest in purchasing all of the Directed Shares. If any Directed Investor purchases Directed Shares, it will reduce the number of A ordinary shares available for sale to the general public and would reduce the public float for our shares because the Directed Investors would be restricted from selling such shares by a 30-day lock-up period between each Directed Investor and the representatives of the underwriters of this offering.

 

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We will incur increased costs as a result of being a U.S. public company.

 

As a U.S. public company, we will incur significant legal, accounting and other expenses that we did not incur previously, particularly after we no longer qualify as an “emerging growth company.” We will incur costs associated with our U.S. public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as new rules implemented by the Securities and Exchange Commission, or the SEC, and the NYSE. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

 

As a foreign private issuer, we are subject to different U.S. securities laws and NYSE governance standards than domestic U.S. issuers. This may afford less protection to holders of our A ordinary shares, and you may not receive corporate and company information and disclosure that you are accustomed to receiving or in a manner in which you are accustomed to receiving it.

 

As a foreign private issuer, the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act. Although we intend to report quarterly financial results and report certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence and our quarterly or current reports may contain less information than required under U.S. filings. In addition, we are exempt from the Section 14 proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our exemption from Section 16 rules regarding sales of ordinary shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Securities Exchange Act. As a result, you may not have all the data that you are accustomed to having when making investment decisions. For example, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder with respect to their purchases and sales of our A ordinary shares. The periodic disclosure required of foreign private issuers is more limited than that required of domestic U.S. issuers and there may therefore be less publicly available information about us than is regularly published by or about U.S. public companies. See “Where You Can Find More Information.”

 

As a foreign private issuer, we will be exempt from complying with certain corporate governance requirements of the NYSE applicable to a U.S. issuer, including the requirement that a majority of our board of directors consist of independent directors. Although upon our listing on the NYSE we will be in compliance with the current NYSE corporate governance requirements imposed on U.S. issuers, including with respect to the composition of our board, our charter does not require that we meet these requirements. As the corporate governance standards applicable to us are different than those applicable to domestic U.S. issuers, you may not have the same protections afforded under U.S. law and the NYSE rules as shareholders of companies that do not have such exemptions. It is also possible that the significant ownership interest of the Founders Group could adversely affect investor perception of our corporate governance.

 

We are an “emerging growth company,” and if we decide to comply only with reduced disclosure requirements applicable to emerging growth companies, our A ordinary shares could be less attractive to investors and our share price may be more volatile.

 

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We will cease to be an “emerging growth company” upon the earliest of (1) the first fiscal year following the fifth anniversary of this offering, (2) the first fiscal year after our annual gross revenue is $1 billion or more, (3) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities or (4) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year. We cannot predict if investors will find our A ordinary shares less attractive if we choose to rely on these exemptions. If some investors find our A ordinary shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our A ordinary shares and our share price may be more volatile.

 

You may be subject to Indian taxes on income arising through the sale of our A ordinary shares.

 

The Indian Income Tax Act, 1961 has been amended to provide that income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive indirectly or directly their value substantially from assets located in India and whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India. The term “substantially” has not been defined under the amendment. Further, the applicability and implications of the amendment are largely unclear. If the Indian tax authorities determine that our A ordinary shares derive their value substantially from assets located in India, you may be subject to Indian income taxes on the income arising directly or indirectly through the sale of our A ordinary shares. For additional information, see “Material Tax Considerations—Summary of Material Indian Tax Considerations.”

 

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We are an Isle of Man company and, because judicial precedent regarding the rights of shareholders is more limited under Isle of Man law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

 

Our constitution is set out in our memorandum and articles of association, and we are subject to the Isle of Man Companies Act 2006, as amended, or the 2006 Act, and Isle of Man common law. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Isle of Man law are to an extent governed by the common law of the Isle of Man. The common law of the Isle of Man is derived in part from comparatively limited judicial precedent in the Isle of Man as well as from English common law, which has persuasive, but not binding, authority on a court in the Isle of Man. The rights of our shareholders and the fiduciary responsibilities of our directors under Isle of Man law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Isle of Man has a less developed body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Isle of Man. Furthermore, shareholders of Isle of Man companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. As a result, shareholders may have more difficulties in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. company.

 

Our board of directors may determine that you meet the criteria of a “prohibited person” and subject your shares to forced divestiture.

 

Our articles of association permit our board of directors to determine that any person owning shares (directly or beneficially) constitutes a “prohibited person” and is not qualified to own shares if such person is in breach of any law or requirement of any country and, as determined solely by our board of directors, such ownership would cause a pecuniary or tax disadvantage to us, another shareholder or holders of our other securities. If our board of directors determines that you meet the above criteria of a “prohibited person,” they may direct you to transfer all A ordinary shares you own to another person. Under the provisions of our articles of association, such a determination by our board of directors would be conclusive and binding on you. If our board of directors directs you to transfer all A ordinary shares you own, you may recognize taxable gain or loss on the transfer. See “Material Tax Considerations—Summary of Material United States Federal Income Tax Considerations—Sale or Other Disposition of A Ordinary Shares” for a more detailed description of the tax consequences of a sale or exchange or other taxable disposition of your A ordinary shares.

 

Judgments obtained against us by our shareholders may not be enforceable.

 

We are an Isle of Man company and substantially all of our assets are located outside of the United States. A substantial part of our current operations are conducted in India. In addition, substantially all of our directors and executive officers are nationals and residents of countries other than the United States and we believe that a substantial portion of the assets of these persons may be located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors. Moreover, there is uncertainty as to whether the courts of the Isle of Man or India would recognize or enforce judgments of United States courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In addition, there is uncertainty as to whether such Isle of Man or Indian courts would be competent to hear original actions brought in the Isle of Man or in India against us or such persons predicated upon the securities laws of the United States or any state. See “Enforceability of Civil Liabilities.”

 

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, our share price and trading volume could decline.

 

The trading market for our ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of our company, or if these securities or industry analysts are not widely respected within the general investment community, the trading price for our ordinary shares would be negatively impacted. In the event we obtain securities or industry analyst coverage, if one or more of the analysts who cover us downgrade our ordinary shares or publish inaccurate or unfavorable research about our business, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our ordinary shares could decrease, which might cause our share price and trading volume to decline.

 

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We do not currently intend to pay dividends on our ordinary shares. Our ability to pay dividends in the future will depend upon satisfaction of the 2006 Act solvency test, future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

 

We currently intend to retain any future earnings and do not expect to pay dividends on our ordinary shares. The amount of our future dividend payments, if any, will depend upon our satisfaction of the solvency test contained in the 2006 Act, our future earnings, financial condition, cash flows, working capital requirements and capital expenditures. The 2006 Act provides that a company satisfies the solvency test if it is able to pay its debts as they become due in the normal course of the company’s business and where the value of the company’s assets exceeds the value of its liabilities. There can be no assurance that we will be able to pay dividends. Additionally, we may be restricted by the terms of any future debt financing in relation to the payment of dividends.

 

We may be classified as a passive foreign investment company, or PFIC, under United States tax law, which could result in adverse United States federal income tax consequences to U.S. investors.

 

Based upon the past and projected composition of our income and valuation of our assets, we do not believe we will be a PFIC for our taxable year ending December 31, 2013, and we do not expect to become one in the future, although there can be no assurance in this regard. The determination of whether or not we are a PFIC for any taxable year is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for United States federal income tax purposes if either:

 

  · 75% or more of our gross income in a taxable year is passive income, or
  · 50% or more of the average quarterly value of our gross assets in a taxable year is attributable to assets that produce passive income or are held for the production of passive income.

 

The calculation of the value of our assets will be based, in part, on the then market value of our A ordinary shares, which is subject to change. We cannot assure you that we were not a PFIC for the 2013 taxable year or that we will not be a PFIC for this or any future taxable year. Moreover, the determination of our PFIC status is based on an annual determination that cannot be made until the close of a taxable year and involves extensive factual investigation. This investigation includes ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of income we earn, which cannot be completed until the close of a taxable year, and therefore, our U.S. counsel expresses no opinion with respect to our PFIC status. If we were to be or become classified as a PFIC, a U.S. Holder (as defined in “Material Tax Considerations—Summary of Material United States Federal Income Tax Considerations”) may be subject to burdensome reporting requirements and may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the shares and on the receipt of distributions on the shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules. Further, if we were a PFIC for any year during which a U.S. Holder held our shares, we would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our shares. Each U.S. Holder is urged to consult its tax advisors concerning the United States federal income tax consequences of acquiring, holding and disposing of shares if we are or become classified as a PFIC. See “Material Tax Considerations—Summary of Material United States Federal Income Tax Considerations—Passive Foreign Investment Company” for a more detailed description of the PFIC rules.

 

Upon the completion of this offering, our A ordinary shares may for a time be listed on two separate stock markets and investors seeking to take advantage of price differences between such markets may create unexpected volatility in our share price; in addition, investors may not be able to easily move ordinary shares for trading between such markets.

 

Our ordinary shares are currently admitted to AIM. However, our shareholders approved a resolution authorizing us to cancel the admission of our ordinary shares from AIM as soon as practicable following the listing of our A ordinary shares on the NYSE. If our shares are traded on both markets, price levels for our ordinary shares could fluctuate significantly on either market, independent of our share price on the other market. Investors could seek to sell or buy our shares to take advantage of any price differences between the two markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on either exchange, and the shares available for trading on either exchange. In addition, holders of shares in either jurisdiction will not be immediately able to transfer such shares for trading on the other market without effecting necessary procedures with our transfer agent. This could result in time delays and additional cost for our shareholders.

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USE OF PROCEEDS

 

The net proceeds from this offering will be approximately $42 million, or $50 million if the underwriters exercise their over-allotment option in full, after deducting underwriter discounts and estimated expenses, based on an initial public offering price of $11.00 per share. We currently intend to use approximately $25 million of the net proceeds from this offering to fund new co-productions and acquisitions of Hindi and regional film library content and film-related content, approximately $8 million to grow our digital distribution channel, and approximately $9 million to maintain and further strengthen our other distribution channels. These amounts are estimates only and are subject to change as we currently do not have firm agreements for using the net proceeds.

 

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DIVIDEND POLICY

 

We have not declared any dividend since our incorporation in 2006, and all profits have been retained and utilized to grow our business. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

 

In the event we pay dividends in the future, however, our paying agent in the United States will be Computershare Investor Services.

 

The amount of our future dividend payments, if any, will depend upon our satisfaction of the solvency test contained in the 2006 Act, our future earnings, financial condition, cash flows, working capital requirements and capital expenditures. The 2006 Act provides that a company satisfies the solvency test if it is able to pay its debts as they become due in the normal course of the company’s business and where the value of the company’s assets exceeds the value of its liabilities. There can be no assurance that we will be able to pay dividends. Additionally, we may be restricted by the terms of any future debt financing in relation to the payment of dividends.

 

Under our articles of association, all dividends and interest are paid to shareholders whose names are on the register on the date on which such dividend is declared, the date on which such interest is payable or on such other date as we or our board of directors may determine. There are currently no additional procedures required for shareholders not resident in the Isle of Man to claim dividends.

 

30
 

 

CAPITALIZATION

 

The following table sets forth our unaudited consolidated cash and cash equivalents and capitalization as of September 30, 2013. Our capitalization is presented:

 

  · on an actual basis; and

 

  · as adjusted to reflect the following:

 

  · the conversion of all of our outstanding ordinary shares into 18,037,548 A ordinary shares and 25,555,219 B ordinary shares immediately prior to the listing of our A ordinary shares on the New York Stock Exchange;

 

  · the issuance and the receipt of net proceeds from the sale of 5,000,000 A ordinary shares by us in this offering at an initial public offering price of $11.00 per share after deducting underwriting discounts and commissions and estimated offering expenses payable by us;

 

  · the issuance of $2.0 million of our A ordinary shares to Jyoti Deshpande within seven days of our A ordinary shares being listed on the NYSE (based on the average price of our A ordinary shares listed on the NYSE on the date of such issuance, which is assumed to be $11.00 per share); and

 

  · the issuance of 299,812 of our A ordinary shares to satisfy the Share Awards.

 

You should read this table along with our consolidated financial statements and related notes and the other financial information appearing elsewhere in this prospectus.

 

    September 30, 2013
    Actual   As Adjusted
    (in thousands, except share data)
Cash and cash equivalents   $ 106,076     $ 155,851  
Indebtedness:                
Secured revolving credit facilities   $ 23,451     $ 23,451  
Secured asset and term loans     34,991       34,991  
Overdrafts     19,722       19,722  
Commercial paper     4,788       4,788  
Revolving facilities     167,500       167,500  
Other     9,809       9,809  
Total indebtedness     260,261       260,261  
Ordinary shares, at par value of GBP 0.10 per share, authorized share capital of 200,000,000 ordinary shares, issued share capital of 43,592,767 ordinary shares, actual; no authorized or issued share capital, as adjusted     23,674        
A ordinary shares, at par value of GBP 0.30 per share, no authorized or issued share capital, actual; 56,116,448 authorized and 23,519,178 issued, as adjusted     —         12,460  
B ordinary shares, par value of GBP 0.30 per share, no authorized or issued share capital, actual; 27,216,885 authorized and 25,555,219 issued, as adjusted     —         13,878  
Total shareholders’ equity     484,713       527,038  
Total capitalization   $ 744,974     $ 787,299  

 

31
 

 

DILUTION

 

If you purchase our A ordinary shares, you will experience immediate and substantial dilution. Dilution is the amount by which the offering price paid by the purchasers of our A ordinary shares to be sold in this offering will exceed the net tangible book value per share of our A ordinary shares after the offering and reclassification. Net tangible book value per share represents the amount of total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of our A and B ordinary shares in issue on a pro forma basis to give effect to the offering, as of that date. The adjusted net tangible book value per share presented below is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of our A and B ordinary shares in issue on a pro forma basis to give effect to the offering and reclassification as of September 30, 2013. After giving effect to the foregoing and our sale of 5,000,000 A ordinary shares in this offering at an initial public offering price of $11.00 per share, our as adjusted net tangible book value as of September 30, 2013 would have been $(15,047,000), or $(0.31) per ordinary share. This represents an immediate increase in net tangible book value of $1.18 per share to the existing shareholders and an immediate dilution in net tangible book value of $11.31 per share to investors purchasing shares in this offering.

 

The following table illustrates this dilution on a per share basis :

 

Initial public offering price per share   $ 11.00  
Net tangible book value per ordinary share at September 30, 2013   $ (1.49 )
Increase in net tangible book value per share attributable to investors purchasing shares in this offering   $ 1.18  
Adjusted net tangible book value per A ordinary share   $ (0.31
Adjusted net tangible book value per B ordinary share   $ (0.31
Dilution per share to investors purchasing shares in this offering   $ 11.31  

 

Our as adjusted net tangible book value after the consummation of this offering, and the dilution to investors purchasing shares in this offering in this offering, will change from the amounts shown above if the underwriters exercise their overallotment option.

 

The following table summarizes, on the same as adjusted basis as of September 30, 2013, the total number of A ordinary shares purchased from us, the total consideration paid and the average price per share paid by the existing shareholders and by investors purchasing A ordinary shares in this offering:

 

    Shares Purchased     Total Consideration     Average Price  
    Number     Percent     Amount     Percent     Per Share  
Existing shareholders     43,592,767       89.7 %   $ 188,670,000       77.4 %   $ 4.33  
Investors purchasing shares in this offering     5,000,000       10.3       55,000,000       22.6     $ 11.00  
Total     48,592,767       100.0 %   $ 243,670,000       100.0 %   $ 5.01  

 

32
 

 

EXCHANGE RATES

 

Our functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are translated at the exchange rate ruling 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 date of the applicable statement of financial position. For the purposes of consolidation, all income and expenses are translated at the average rate of exchange during the period covered by the applicable statement of income and assets and liabilities are translated at the exchange rate ruling on the date of the applicable statement of financial position.

 

Solely for your convenience, this prospectus contains translations of certain Indian Rupee and British Pound sterling amounts into U.S. dollars at specified rates. Except for figures presented in or based on the audited and unaudited financial statements contained in this prospectus or as otherwise stated in this prospectus, all translations from Indian Rupees or British pounds sterling to U.S. dollars are based on the noon buying rates of INR 62.58 per $1.00 and GBP 0.62 per $1.00 in the City of New York for cable transfers of Indian Rupees and British pounds sterling, respectively, based on the rates certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2013. No representation is made that the Indian Rupee or British pound sterling amounts represent U.S. dollar amounts or have been, could have been or could be converted into U.S. dollars at such rates, any other rates or at all. See “Risk Factors—Risks Related to Our Business—A downturn in the Indian and international economies or instability in financial markets, including a decreased growth rate and increased Indian price inflation, could materially and adversely affect our results of operations and financial condition.” Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

 

The following table sets forth, for the periods indicated, information concerning the exchange rates between Indian Rupees and U.S. dollars based on the noon buying rate in the City of New York for cable transfers of Indian Rupees as certified for customs purposes by the Federal Reserve Bank of New York. These rates are provided solely for your convenience and are not necessarily the exchange rates that were used in this prospectus or will be used in the preparation of periodic reports or any other information to be provided to you.

 

   Period End   Average(1)   High   Low 
Fiscal Year Ended:                    
2009   INR  50.87    INR  46.32    INR  51.96    INR  39.73 
2010   44.95    47.18    50.48    44.94 
2011   44.54    45.46    47.49    43.90 
2012   50.89    48.01    53.71    44.00 
2013   54.52    54.36    57.13    50.64 
2014 (through September 30, 2013)   62.58    58.92    68.80    53.65 
                     
Quarter Ended September 30:                    
2012   INR  52.92    INR  55.13    INR  56.22    INR  52.92 
2013   62.58    62.02    68.80    59.01 
                     
Month:                    
April 2013   53.68    54.32    54.91    53.68 
May 2013   56.50    54.98    56.50    53.65 
June 2013   59.52    58.38    60.70    56.43 
July 2013   60.77    59.76    60.80    59.01 
August 2013   65.71    62.81    68.80    60.34 
September 2013   62.58    63.65    67.71    61.68 

_______________

  (1) Represents the average of the exchange rates on the last day of each month during the period for all fiscal years presented and the average of the noon buying rate for all days during the period for all months presented.

 

33
 

 

The following table sets forth, for the periods indicated, information concerning the exchange rates between British pounds sterling and U.S. dollars based on the noon buying rate in the City of New York for cable transfers of British pounds sterling as certified for customs purposes by the Federal Reserve Bank of New York. These rates are provided solely for your convenience and are not necessarily the exchange rates that were used in this prospectus or will be used in the preparation of periodic reports or any other information to be provided to you.

 

    Period End   Average(1)   High   Low
Fiscal Year:                                
2009     GBP  0.6993       GBP  0.5980       GBP  0.7322       GBP  0.4991  
2010     0.6585       0.6261       0.6943       0.5890  
2011     0.6231       0.6428       0.6511       0.6102  
2012     0.6256       0.6233       0.6536       0.5991  
2013     0.6202       0.6277       0.6320       0.6202  
2014 (through September 30, 2013)     0.6181       0.6478       0.6740       0.6181  
                                 
Quarter ended September 30:                                
2012     GBP  0.6199       GBP  0.6329       GBP  0.6483       GBP  0.6149  
2013     0.6181       0.6447       0.6740       0.6181  
                                 
Month:                                
April 2013     0.6435       0.6531       0.6617       0.6435  
May 2013     0.6585       0.6537       0.6650       0.6419  
June 2013     0.6575       0.6455       0.6575       0.6366  
July 2013     0.6589       0.6588       0.6740       0.6507  
August 2013     0.6465       0.6449       0.6603       0.6378  
September 2013     0.6181       0.6295       0.6433       0.6181  

_______________

  (1) Represents the average of the exchange rates on the last day of each month during the period for all fiscal years presented and the average of the noon buying rate for all days during the period for all months presented.

 

34
 

 

MARKET INFORMATION

 

Prior to this offering, our ordinary shares were traded on AIM. We intend to cancel the admission of our shares from AIM following the consummation of this offering.

 

As of September 30, 2013, our issued share capital was 43,592,767 ordinary shares.

 

Historical Market Prices

 

The following represents historic trading on AIM, as published by Bloomberg, adjusted to reflect the one-for-three reverse stock split. The table below reflects a translation from British pound sterling to U.S. dollars based on the prevailing exchange rate between the British pound sterling and the U.S. dollar at the time of the applicable trade:

 

    High   Low   Average
Daily
Trading
Volume
    (in dollars)   (shares)
Month Ended:                        
September 30, 2013     13.45       11.16       49,087  
August 31, 2013      12.37        9.44        51,939  
July 31, 2013     9.69       9.06       74,870  
June 30, 2013     11.36       8.79       62,349  
May 31, 2013     11.21       10.52       9,656  
April 30, 2013     11.30       10.39       36,976  
                         
Quarter Ended:                        
September 30, 2013      13.45        9.06        59,131  
June 30, 2013     11.36       8.79       35,907  
March 31, 2013     12.16       10.44       75,116  
December 31, 2012     11.81       8.90       59,185  
September 30, 2012     11.53       8.05       51,717  
June 30, 2012     15.02       8.50       226,259  
March 31, 2012     11.78       10.20       96,332  
December 31, 2011     13.11       9.54       92,125  
September 30, 2011     11.43       9.68       63,745  
                         
Fiscal Year Ended(1):                        
March 31, 2014 (through September 30, 2013)      13.45        8.79        47,794  
March 31, 2013     15.02       8.05       101,322  
March 31, 2012     13.11       9.54       74,421  
March 31, 2011     13.37       7.51       49,679  
March 31, 2010     10.50       3.14       70,814  
March 31, 2009     19.67       2.25       74,239  

_______________

  (1) Eros was admitted to AIM in July 2006.

 

35
 

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are a limited company incorporated under the laws of the Isle of Man. The majority of our assets are located outside of the United States. Currently, none of the members of our board of directors is a citizen or resident of the United States, and upon listing of our A ordinary shares on the NYSE, only one member of our board of directors will be a citizen or resident of the United States.

 

Certain of our subsidiaries, including Eros India, are incorporated under the laws of India or other foreign jurisdictions. The majority of the directors and executive officers of such subsidiaries are not residents of the United States, and we believe that substantially all of the assets of such subsidiaries and their officers and directors may be located outside the United States.

 

As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce outside the United States judgments obtained against us or such persons in the United States, except, with respect to us, by effecting service on our agent in the United States, including, without limitation, judgments based upon the civil liability provisions of the United States federal securities laws or the laws of any state or territory of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable outside the United States. Investors may also have difficulties enforcing, in original actions brought in courts in jurisdictions outside the United States, liabilities under U.S. securities laws.

 

We have been advised by Cains Advocates Limited, our Isle of Man counsel, that there is no statutory procedure in the Isle of Man for the recognition or enforcement of judgments of the U.S. courts. However, under Isle of Man common law, a judgment in personam given by a U.S. court may be recognized and enforced by an action for the amount due under it provided that the judgment: (i) is for a debt or definite sum of money (not being a sum payable in respect of taxes or other changes of a like nature or in respect of a fine or other penalty); (ii) is final and conclusive; (iii) was not obtained by fraud; (iv) is not one whose enforcement would be contrary to public policy in the Isle of Man; and (v) was not obtained in proceedings which were opposed to natural justice in the Isle of Man.

 

A judgment or decree of a court in the United States may be enforced in India only by filing a fresh suit on the basis of the judgment or decree and not by proceedings in execution. Further, such enforcement would be subject to the restrictions set forth in the Indian Code of Civil Procedure, 1908, as amended, including under Section 13 thereof. Section 13 provides that a foreign judgment is conclusive as to any matter directly adjudicated upon except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where the judgment appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a breach of any law in force in India.

 

A suit for enforcement of a foreign judgment is required to be filed in India within three years from the date of the judgment. It is difficult to predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to untimely delay. Moreover, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India, or that an Indian court would enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with public policy in India. A party seeking to enforce a foreign judgment in India is also required to obtain prior approval from the Reserve Bank of India to repatriate any amount recovered pursuant to such enforcement, and any such amount may be subject to income tax in accordance with applicable laws. Any judgment in a foreign currency is required to be converted into Indian Rupees on the date of judgment and not on the date of payment.

 

36
 

 

SELECTED CONSOLIDATED FINANCIAL DATA

 

The following table sets forth our selected historical consolidated financial data for the periods and at the dates indicated. The selected historical consolidated income statement and other consolidated financial data for the three years ended March 31, 2013 and the summary historical consolidated statement of financial position data for the two years ended March 31, 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus, except for net income per share and weighted average number of ordinary shares, determined using the one-for-three reverse stock split. The selected historical consolidated income statement and other consolidated financial data for the two years ended March 31, 2010 and 2009 are derived from our audited consolidated financial statements not included in this prospectus. The selected historical consolidated financial data for the six months ended September 30, 2013 and 2012 are derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus except for net income per share and weighted average number of ordinary shares, determined using the one-for-three reverse stock split. We have prepared the unaudited financial data on the same basis as the audited financial statements. We have included, in our opinion, all adjustments, which we consider necessary for a fair presentation of the financial information set forth in those statements. Our interim results for the six months ended September 30, 2013 are not necessarily indicative of the results that should be expected for the full year.

 

You should read the selected consolidated financial data presented on the following pages in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus as well as our “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

   Six Months Ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011   2010   2009 
   (in thousands, except net income per share) 
                             
INCOME STATEMENT DATA                                   
Revenue  $84,987   $91,919   $215,346   $206,474   $164,613   $149,729   $156,697 
Cost of sales   (54,664)   (62,862)   (134,002)   (117,044)   (88,017)   (81,402)   (84,892)
Gross profit   30,323    29,057    81,344    89,430    76,596    68,327    71,805 
Administrative costs   (15,791)   (11,341)   (26,308)   (27,992)   (20,518)   (17,294)   (20,816)
Operating profit   14,532    17,716    55,036    61,438    56,078    51,033    50,989 
Net finance costs   (4,159)   (496)   (1,469)   (1,009)   (1,584)   (2,309)   (1,261)
Other gains/(losses)   5,177    (9,786)   (7,989)   (6,790)   1,293    823    (1,330)
Profit before tax   15,550    7,434    45,578    53,639    55,787    49,547    48,398 
Income tax expense   (3,908)   (1,943)   (11,913)   (10,059)   (8,237)   (7,152)   (7,571)
Net income  $11,642   $5,491   $33,665   $43,580   $47,550   $42,395   $40,827 
Net income per share                                   
Basic  $0.22   $0.10   $0.69   $0.96   $1.16   $1.11   $1.05 
Diluted  $0.22   $0.09   $0.68   $0.94   $1.14   $1.08   $1.05 
Weighted average number of ordinary shares                                   
Basic   39,579    39,439    39,439    39,076    38,711    38,611    38,411 
Diluted   39,764    39,448    39,456    39,138    38,773    38,673    38,690 
                                    
OTHER DATA                                   
EBITDA(1)  $20,318   $8,674   $48,765   $56,202   $58,574   $53,194   $51,153 
Adjusted EBITDA(1)  $21,985   $17,864   $56,320   $66,985   $59,501   $53,509   $53,630 

 

37
 

 

 

   As of
September 30,
   As of March 31, 
   2013   2013   2012   2011   2010   2009 
   (in thousands) 
STATEMENT OF FINANCIAL POSITION DATA                        
Intangible assets – content  $531,853   $535,304   $473,092   $421,901   $349,228   $311,772 
Cash and cash equivalents   106,076    107,642    145,422    126,167    87,613    55,812 
Trade and other receivables   104,575    93,327    78,650    57,659    54,795    55,930 
Total assets   802,895    798,657    765,966    669,841    545,577    475,500 
Trade and other payables   29,801    28,979    27,239    23,197    28,397    19,570 
Short-term borrowings   81,403    79,902    68,527    49,611    40,478    61,379 
Current liabilities   111,673    110,727    105,134    77,816    74,366    87,292 
Long-term borrowings   176,359    165,898    180,768    149,310    151,441    123,866 
Non-current liabilities   206,509    201,754    206,584    166,650    164,022    130,782 
Total liabilities   318,182    312,481    311,718    244,466    238,388    218,074 
Total equity   484,713    486,176    454,248    425,375    307,189    257,426 

_______________

  (1) We use EBITDA and Adjusted EBITDA as a supplemental financial measure. EBITDA is defined by us as net income before interest expense, income tax expense and depreciation and amortization (excluding amortization of capitalized film content and debt issuance costs). Adjusted EBITDA is defined as EBITDA adjusted for impairments of available-for-sale financial assets, profit/loss on held for trading liabilities (including profit/loss on derivatives) and share based payments. EBITDA, as used and defined by us, may not be comparable to similarly-titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. EBITDA and Adjusted EBITDA provide no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures and working capital movement or tax position. However, our management team believes that EBITDA and Adjusted EBITDA are useful to an investor in evaluating our results of operations because these measures:

 

  · are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

 

  · help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and

 

  · are used by our management team for various other purposes in presentations to our board of directors as a basis for strategic planning and forecasting.

 

There are significant limitations to using EBITDA and Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income, the lack of comparability of results of operations of different companies and the different methods of calculating EBITDA and Adjusted EBITDA reported by different companies.

 

 

38
 

 

The following table sets forth the reconciliation of our net income to EBITDA and Adjusted EBITDA:

 

   Six Months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011   2010   2009 
   (in thousands) 
Net income  $11,642   $5,491   $33,665   $43,580   $47,550   $42,395   $40,827 
Income tax expense   3,908    1,943    11,913    10,059    8,237    7,152    7,571 
Net finance costs   4,159    496    1,469    1,009    1,584    2,309    1,261 
Depreciation   359    484    1,003    1,275    928    1,030    1,196 
Amortization(a)   250    260    715    279    275    308    298 
EBITDA  $20,318   $8,674   $48,765   $56,202   $58,574   $53,194   $51,153 
Impairment of available-for-sale financial assets  $   $   $   $1,230   $   $6   $1,347 
(Profit)/loss on derivatives   (5,002)   8,352    5,667    4,264             
Share based payments(b)   6,669    838    1,888    5,289    927    309    1,130 
Adjusted EBITDA  $21,985   $17,864   $56,320   $66,985   $59,501   $53,509   $53,630 

_______________

  (a) Includes only amortization of intangible assets other than intangible content assets.
  (b) Consists of compensation costs recognized with respect to all outstanding plans and all other equity settled instruments.

 

39
 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations for the fiscal years ended March 31, 2011, 2012 and 2013 and the six months ended September 30, 2012 and 2013 should be read together with our audited consolidated financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in, or implied by, the forward-looking statements contained in this prospectus.

 

Overview

 

Our Business

 

We are a leading global company in the Indian film entertainment industry, and we co-produce, acquire and distribute Indian language films in multiple formats worldwide. Our success is built on the relationships we have cultivated over the past 30 years with leading talent, production companies, exhibitors and other key participants in our industry. Leveraging these relationships, we have aggregated rights to over 2,000 titles in our library, plus approximately 700 additional films for which we hold digital rights only, including recent and classic titles that span different genres, budgets and languages, and we have distributed a portfolio of over 230 new films over the last three completed fiscal years and 26 in the six months ended September 30, 2013. New film distribution across theatrical, television and digital channels along with library monetization provide us with diversified revenue streams.

 

Our goal is to co-produce, acquire and distribute Indian films that have a wide audience appeal. We have released internationally or globally Hindi language films which were among the top grossing films in India in 2012, 2011 and 2010. In each of the fiscal years ending in 2012 and 2011, we released at least ten Hindi language films globally, and in the fiscal year ending in 2013, we released 16 Hindi language films globally. In the six months ended September 30, 2013, we released five Hindi language films globally. These Hindi films form the core of our annual film slate and constitute a significant portion of our revenues and associated content costs. The balance of our typical annual slate for these years of over 60 other films was comprised of Tamil and other regional language films.

 

Our distribution capabilities enable us to target a majority of the 1.2 billion people in India, our primary market for Hindi language films, where, according to bollywoodhungama.com, we released two of the top ten grossing Hindi language films in India 2012. Further, according to BoxOfficeIndia.com, we released four of the top ten grossing Hindi language films in India in 2011 and three out of the top ten Hindi language films in India in 2010. Our distribution capabilities further enable us to target consumers in over 50 countries internationally, including markets with large South Asian populations, such as the Middle East and the United States, and the United Kingdom, where according to Rentrak, we had a market share of over 40% of all theatrically released Indian language films in 2012 based on gross collections in each of these two markets. Other international markets that exhibit significant demand for subtitled or dubbed Indian-themed entertainment include Europe and Southeast Asia. Depending on the film, the distribution rights we acquire may be global, international or India only. Recently, as demand for regional film and other media has increased in India, our brand recognition in Hindi films has helped us to grow our non-Hindi film business by targeting regional audiences in India and beyond. With our distribution network for Hindi and Tamil films and additional distribution support through our majority owned subsidiary, Ayngaran International Limited, or Ayngaran, we believe we are well positioned to expand our offering of non-Hindi content.

 

We distribute our film content globally across the following distribution channels: theatrical, which includes multiplex chains and stand-alone theaters; television syndication, which includes satellite television broadcasting, cable television and terrestrial television; and digital, which includes primarily internet protocol television, or IPTV, video on demand, or VOD, and internet channels. Eros Now, our on-demand entertainment portal accessible via internet-enabled devices, was launched in 2012 and now has a selection of over 500 movies and over 3,000 music videos available. We expect that Eros Now eventually will include our full film library, as well as further third party content.

 

40
 

Revenues

 

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 the 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.

 

Our primary revenue streams are derived from three channels: theatrical, television syndication and digital and ancillary. For fiscal 2013, the aggregate revenue from theatrical, television syndication and digital and ancillary was $101.0 million, $74.4 million and $40.0 million, respectively, and for the six months ended September 30, 2013, $36.7 million, $32.0 million and $16.3 million, respectively. In fiscal 2012, the aggregate revenue from theatrical, television syndication and digital and ancillary was $90.6 million, $64.6 million and $51.3 million, respectively and for fiscal 2011, the aggregate revenue from theatrical, television syndication and digital and ancillary was $56.9 million, $60.6 million and $47.1 million, respectively. 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.

 

In the fiscal year ended March 31, 2013, we did not depend on any single customer for more than 10% of our revenue. In fiscal 2012 and 2011, 11.8% and 23.0% of our revenue, respectively, came from one customer in our television syndication channel, Dhrishti Creations Pvt. Limited, an aggregator of television rights. In fiscal 2013, we moved away from using aggregators and entered into a licensing transaction with Viacom 18 Media Private Limited that covered a number of new, forthcoming and library titles and also entered into an agreement with Zee TV. Some of the releases falling in the quarter ended September 30, 2013 were also covered under the Viacom agreement and delivered as per the contractual commitment. In the six months ended September 30, 2013 as well as in the six months ended September 30, 2012, no single customer accounted for more than 10% of our revenues.

 

Direct Production Costs

 

We classify our films based on three categories of direct production costs. “High budget” films refer to Hindi films with direct production costs in excess of $8.5 million and Tamil films with direct production costs in excess of $7.0 million, in each case translated at the historical average exchange rate for the applicable fiscal year. “Low budget” films refer to both Hindi and Tamil films with less than $1.0 million in direct production costs, in each case translated at the historical average exchange rate for the applicable fiscal year. “Medium budget” films refer to Hindi and Tamil films within the remaining range of direct production costs.

 

Expenses

 

Our expenses are comprised of cost of sales, administrative and net finance costs. Cost of sales generally include amortization of intangibles including capitalized film costs consisting of direct production and content acquisition costs, associated overhead and interest cost, print and advertising costs and home entertainment, participations and other costs. We expense pre-release print and advertising costs immediately upon a film’s release and subsequent print and advertising costs as incurred. Administrative expenses include salaries, employee benefits including share based compensation expense, facility costs, depreciation expense, foreign exchange loss and other routine overhead. Net finance costs consist of interest expense on borrowings net of interest income and recognized loss or gain on interest rate hedging transactions. Amortization of intangible film costs represents the charge to write down the cost of completed rights over the estimated useful lives, except where the asset is not yet available for exploitation. For first release film content, we use a stepped method of amortization and a first twelve months amortization rate based on management’s judgment taking into account historic and expected performance, typically amortizing 50% of the capitalized cost together with print and advertising costs for high budget films released during or after fiscal 2014, and 40% of the capitalized cost together with print and advertising costs for all other films, in the first 12 months of their initial commercial exploitation, and then the balance evenly over the lesser of the term of the rights held by us and nine years. Management determined to adjust the first-year amortization rate for high budget films because of the high contribution of theatrical revenue. Similar management judgment taking into account historic and expected performance is used to apply a stepped method of amortization on a quarterly basis within the first 12 months, within the overall parameters of the annual amortization. Typically 25% of capitalized cost together with print and advertising costs for high budget films released during or after fiscal 2014, and 20% of capitalized cost together with print and advertising costs for all other films, is amortized in the initial quarter of their commercial exploitation. In fiscal 2009 and fiscal years prior to 2009, the balance of capitalized film content costs were amortized evenly over a maximum of four years rather than nine. In the case of film content that we acquire after its initial exploitation, commonly referred to as library, amortization is spread evenly over the lesser of ten years after our acquisition or our license period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Intangible Assets.”

 

41
 

Taxation

 

The provision (benefit) for income taxes is comprised of domestic and foreign taxes. Our effective tax rate has varied and may continue varying year-to-year based on numerous factors, including our overall profitability, the geographic mix of income before taxes, the related tax rates in the jurisdictions where we operate, withholding taxes and changes in valuation allowances, as well as discrete events such as distributions, acquisitions or payment of dividends by subsidiaries. The applicable statutory tax rates in the primary jurisdictions in which we operate generally range from 0% in the United Arab Emirates and the Isle of Man to 28%-35% in India, the United States and the United Kingdom. Deferred tax liability principally arises on temporary differences between the tax bases of film content assets and their carrying amount as a result of taxation laws in India.

 

Profit attributable to non-controlling interest

 

In October 2010, shares of Eros India, our primary Indian subsidiary, were listed on the Indian stock exchanges in an initial public offering in India. As a result of that offering, our ownership in Eros India’s shares was reduced from 100% to approximately 78.1%. This resulted in an increase in the portion of our profits attributable to a non-controlling interest for the remainder of fiscal 2011, which continued in fiscal 2012 and 2013, and will continue in future periods to account for a full fiscal year. Share issuances and sales subsequent to October 2010, which were related to Eros India’s Employee Share Option Scheme and our compliance with applicable Indian Law which required that our ownership be 75% or below to retain our Indian stock exchange listings, have further reduced our ownership in Eros India to approximately 74.88%.

 

Seasonality

 

Our revenues and operating results are significantly affected by the timing, number and breadth of our theatrical releases and their budgets and our amortization policy for the first 12 months of commercial exploitation. The timing of releases is determined based on several factors. A significant portion of the films we distribute are delivered to Indian theaters at times when theater attendance has traditionally been highest, including school holidays, national holidays and the festivals. This timing of releases also takes into account competitor film release dates, major cricket events in India and the timing dictated by the film production process. As a result, although our revenues are typically highest in the second and third quarters of our fiscal year, quarterly results can vary from one year to the next, and the results of one quarter are not necessarily indicative of results for the next or any future quarter. Our revenue and operating results are therefore seasonal in nature due to the impact on income of the timing of new releases.

 

Exchange Rates

 

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 date of the applicable statement of financial position. For the purposes of consolidation, all income and expenses are translated at the average rate of exchange during the period covered by the applicable statement of income and assets and liabilities are translated at the exchange rate prevailing on the date of the applicable statement of financial position. 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 six months ended September 30, 2013. This volatility is illustrated in the table below for the periods indicated:

 

    Period End   Average(1)   High   Low
Six Months ended September 30:                                
2012     52.92       54.56       57.13       50.64  
2013     62.58       58.92       68.80       53.65  
                                 
Fiscal Year                                
2011     44.54       45.46       47.49       43.90  
2012     50.89       48.01       53.71       44.00  
2013     54.52       54.36       57.13       50.64  

_______________

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

 

42
 

 

This volatility in the Indian Rupee as compared to the U.S. dollar and the increasing exchange rate 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 the six months ended September 30, 2013, of INR 59.07 to $1.00. In addition to the impact on gross profit, the volatility during the six months ended September 30, 2013 also led to a non-cash foreign exchange gain of $0.2 million principally on our Indian subsidiaries’ foreign currency loans in the six months ended September 30, 2013 compared to a non-cash foreign exchange loss of $1.2 million in the six months ended September 30, 2012 reflected in other gains and losses.

 

   Six months ended September 30,   Year ended March 31, 
   2013   2012   2013   2012   2011 
   (in thousands) 
   Reported   Constant
currency
   Reported   Constant
currency
   Reported   Constant
currency
   Reported   Constant
currency
   Reported   Constant
currency
 
Revenue  $84,987   $84,987   $91,919   $85,002   $215,346   $201,416   $206,474   $184,046   $164,613   $137,124 
Cost of sales   (54,664)   (54,664)   (62,862)   (59,508)   (134,002)   (127,268)   (117,044)   (103,094)   (88,017)   (75,368)
Gross profit  $30,323   $30,323   $29,057   $25,494   $81,344   $74,148   $89,430   $80,951   $76,596   $61,756 

 

The percentage change for the data comparing the constant currency amounts against the reported results referenced in the table above:

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
Revenue       7.5%    6.5%    10.9%    16.7% 
Cost of sales       5.3    5.0    11.9    14.4 
Gross profit       12.3%    8.8%    9.5%    19.4% 

 

Outlook

 

The largest component of our revenue is attributable to the theatrical distribution of our films in India. We anticipate that as additional multiplex theaters are built in India, there will be increased opportunities to exploit our film content theatrically. We expect that this multiplex theater growth coupled with the rise in ticket prices and the anticipated increase in the number of high budget Hindi and Tamil films in our slate will result in increased revenue. We expect this increase in revenue to be partially offset by increased distribution costs associated with broader distribution of film content, including increased print costs. In addition, in India, we cannot predict the share of theatrical revenue we will receive, as we currently negotiate film-by-film and exhibitor-by-exhibitor. Increasing the number of Tamil global releases in our film mix allows us to release multiple films simultaneously to the Hindi and Tamil market taking a greater combined share of the box office for that week. In November 2012 (Diwali), we released Son of Sardaar, a high budget Hindi film, as well as Thuppakki, a high budget Tamil film targeting different audiences in the same market. As we expand into other regional languages such as Telegu, we may see the composition of our film mix changing over time in order to allow us to successfully scale our business around Hindi as well as regional language content. At the same time, the distribution window for the theatrical release of films, and the window between the theatrical release and distribution in other channels, have each been compressing in recent years and may continue to change. Further shortening of these periods could adversely impact our revenues if consumers opt to view a film on one channel over another, resulting in channels cannibalizing revenue from each other.

 

We expect that the continued volatility in the value of the Indian Rupee against foreign currency will continue to have an impact on our business.  The Indian Rupee experienced an approximately 15.4% drop in value as compared to the U.S. dollar in the first nine months of 2013, and dropped a further 10.4% in the two-month period from July 1, 2013 to August 30, 2013.  The continued slowdown in the growth of the Indian economy, coupled with this depreciation of the Indian Rupee and continued volatility in these areas, may adversely affect our business.

 

A substantial portion of our revenue is also derived from television syndication. Because of increased demand for Indian film content on television in India as the number of direct to home, or DTH, subscribers increases and the cable industry migrates toward digital technology, resulting in a significant increase in demand for premium content such as movies and sports and a resultant increase in licensing fees payable to us by satellite and cable television operators. However, as competitors with compelling products, including international content providers, expand their content offerings in India, we expect competition for television syndication revenues to increase, and license fees for such content could decrease.

 

43
 

 

In December 2012, we announced an exclusive collaboration with HBO Asia to launch two new premium television channels in India, purely on digital platforms such as DTH and digital cable. The channels were launched on the DISH and Airtel DTH platforms in February 2013 and on Hathway and GTPL digital cable platforms in August 2013 with anticipated launches on other DTH and cable platforms during the remainder of fiscal 2014. We are currently generating no revenue from the HBO Asia collaboration and do not anticipate any revenues from this collaboration until fiscal 2015. We expect to provide approximately 110 titles per year, including ten to twelve new release titles or first run films, and a combination of exclusive and non-exclusive library titles, to the two HBO channels to complement Hollywood film and television content from HBO Asia. Both the channels are advertising-free and available as standard as well as high definition channels. Both HBO Asia and Eros will provide content in the first window after theatrical release to these two channels. However in a competitive environment we may not be able to attract as many subscribers as we would have hoped to for the premium channels and it may also adversely affect our ability to maximize licensing revenues from other television channels.

 

Currently, the remainder of our revenue is derived from digital distribution and ancillary products and services. With a significant portion of the Indian and international population moving toward adoption of digital technology, we are increasing our focus on providing on-demand services. We have expanded our digital presence with the launch of our on-demand entertainment portal Eros Now, which leverages our film and music libraries by providing ad-supported and subscription-based streaming of film and music content via internet-enabled devices. We also have an ad-supported YouTube portal site on Google that hosts an extensive collection of clips of our content. Accordingly, we anticipate that our revenue and costs associated with digital distribution are likely to increase over time.

 

We anticipate that our costs associated with the co-production and acquisition of film content are likely to increase over time as we continue to focus more on investing in high budget Hindi films as well as high budget Tamil films. In addition, increased competition in the Indian film entertainment industry, including from international film entertainment providers such as Disney, Time Warner Cable and Viacom, is likely to cause the cost of film production and acquisition to increase. In fiscal 2013, we invested approximately $186.7 million in film content, in the six months ended September 30, 2013, we invested approximately $61.2 million in film content, and in fiscal 2014 we expect to invest approximately $180 million in film content.

 

We anticipate our administrative costs will increase as we expand our management team, especially to support the expansion of our digital businesses. In addition, our administrative costs will increase due to the costs of this offering and the costs associated with being a U.S.-listed public company. Although aggregate spending will increase, we do not anticipate that this will result in a material change in aggregate administrative costs as a percentage of revenue.

 

44
 

 

Results of Operations

 

You should read the information contained in the table below in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this prospectus. The tables below set forth our results of operations and also set forth, for the periods indicated, the percentage of certain items in our consolidated statement of operations data, relative to revenue. Period over period comparisons are not adjusted for the fluctuations in exchange rates described above.

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
   (in thousands) 
Revenue  $84,987   $91,919   $215,346   $206,474   $164,613 
Cost of sales   (54,664)   (62,862)   (134,002)   (117,044)   (88,017)
Gross profit   30,323    29,057    81,344    89,430    76,596 
Administrative costs   (15,791)   (11,341)   (26,308)   (27,992)   (20,518)
Operating profit   14,532    17,716    55,036    61,438    56,078 
Net finance costs   (4,159)   (496)   (1,469)   (1,009)   (1,584)
Other gains/(losses)   5,177    (9,786)   (7.989)   (6,790)   1,293 
Profit before tax   15,550    7,434    45,578    53,639    55,787 
Income tax expense   (3,908)   (1,943)   (11,913)   (10,059)   (8,237)
Net income  $11,642   $5,491   $33,665   $43,580   $47,550 

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
Revenue   100.0%   100.0%   100.0%   100.0%   100.0%
Cost of sales   64.3    68.4    62.2    56.7    53.5 
Gross profit   35.7    31.6    37.8    43.3    46.5 
Administrative costs   18.6    12.3    12.2    13.5    12.4 
Operating profit   17.1    19.3    25.6    29.8    34.1 
Net finance costs   4.9    0.5    0.7    0.5    1.0 
Other gains/(losses)   6.1    10.7    3.7    3.3    0.8 
Profit before tax   18.3    8.1    21.2    26.0    33.9 
Income tax expense   4.6    2.1    5.5    4.9    5.0 
Net income   13.7%   6.0%   15.7%   21.1%   28.9%

 

The tables below set forth, for the periods indicated, the revenue by primary geographic area based on customer location, and the percentage share of the total revenue.

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
   (in thousands) 
India  $43,401   $65,768   $135,292   $136,942   $108,339 
Europe   9,555    14,011    35,147    26,852    21,787 
North America   5,913    3,419    12,678    8,379    8,617 
Rest of world   26,118    8,721    32,229    34,301    25,870 
Total revenue  $84,987   $91,919   $215,346   $206,474   $164,613 

 

   Six months ended
September 30,
   Year ended March 31, 
   2013   2012   2013   2012   2011 
India   51.1%   71.6%   62.8%   66.3%   65.8%
Europe   11.2    15.2    16.3    13.0    13.2 
North America   7.0    3.7    5.9    4.1    5.2 
Rest of world   30.7    9.5    15.0    16.6    15.8 
Total revenue   100.0%   100.0%   100.0%   100.0%   100.0%

 

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Six Months Ended September 30, 2013 Compared to the Six Months Ended September30, 2012

 

Revenue. Revenue was $85.0 million in the six months ended September 30, 2013, compared to $91.9 million in the six months ended September 30, 2012, a decrease of $6.9 million, or 7.5%. We released 26 new films in the six months ended September 30, 2013, of which there were no high budget films and eleven medium budget films compared to 42 films in the six months ended September 30, 2012, of which three were high budget films and five were medium budget films.

 

Revenue by customer location from India was $43.4 million in the six months ended September 30, 2013, compared to $65.8 million in the six months ended September 30, 2012, a decrease of $22.4 million, or 34.0%, principally reflecting lower theatrical revenues due to the change in the mix of film releases and the strong performance in the six months ended September 30, 2012 of certain high budget films. Revenue from Europe was $9.6 million in the six months ended September 30, 2013, compared to $14.0 million in the six months ended September 30, 2012, a decrease of $4.4 million, or 31.4%, principally reflecting a decline in television and production services revenue in the six months ended September 30, 2013. Revenue from North America was $5.9 million in the six months ended September 30, 2013, compared to $3.4 million in the six months ended September 30, 2012, an increase of $2.5 million, or 73.5%, principally reflecting increased digital and syndication revenues. Revenue from the rest of the world was $26.1 million in the six months ended September 30, 2013, compared to $8.7 million in the six months ended September 30, 2012, an increase of $17.4 million, or 200.0%, principally reflecting an increase in catalogue sales with respect to television as well as digital and ancillary rights.

 

Cost of sales. Cost of sales was $54.7 million in the six months ended September 30, 2013, compared to $62.9 million in the six months ended September 30, 2012, a decreased of $8.2 million, or 13.0%. Cost of sales for the six months ended September 30, 2012 was higher than the six months ended September 30, 2013 in part due to a $5.5 million charge in respect of a rescinded sales contract. In addition, amortization in the six months ended September 30, 2013 decreased by $4.6 million due in part to the lower capitalized cost of our released slate in the period as compared to the released slate in the six months ended September 30, 2012.

 

Gross profit. Gross profit was $30.3 million in the six months ended September 30, 2013 compared to $29.1 million in the six months ended September 30, 2012, an increase of $1.2 million, or 4.1%, driven primarily by the decrease in cost of sales, which was partially offset by a decrease in revenue. As a percentage of revenue, our gross profit margin increased to 35.6% in the six months ended September 30, 2013 from 31.7% in the six months ended September 30, 2012.

 

Administrative costs. Administrative costs, including rental, legal, travel and audit expenses, were $15.8 million in the six months ended September 30, 2013, compared to $11.3 million in the six months ended September 30, 2012, an increase of $4.5 million, or 39.8%, which was driven by an increase of $5.8 million in share based payments in the six months ended September 30, 2013 partially offset by a reduction in rent and other administrative costs associated with EyeQube, our visual effect studio which closed in August 2012. The increase in share based payments was primarily due to the charge arising from the restricted and unrestricted share grants in the six months ended September 30, 2013. As a percentage of revenue, administrative costs were 18.6% in the six months ended September 30, 2013, compared to 12.3% in the six months ended September 30, 2012.

 

Net finance costs. Net finance costs in the six months ended September 30, 2013 were $4.2 million, compared to $0.5 million in the six months ended September 30, 2012, an increase of $3.7 million, or 740.0%. The increase was primarily attributable to a reduction in finance income due to lower bank deposits together with higher finance costs reflecting an overall increase in net debt as a result of increased working capital and continued investment in content.

 

Other gains and losses. Other gains in the six months ended September 30, 2013 were $5.2 million, principally comprised of a $5.0 million interest rate derivative gain and a net foreign exchange gain of $0.2 million, compared to a loss of $9.8 million in the six months ended September 30, 2012, principally arising from a foreign exchange loss of $1.2 million and a $8.4 million interest rate derivative loss. The foreign exchange gain for the six months ended September 30, 2013 was mainly caused by the fall of the U.S dollar as compared to the sterling which impacted Sterling deposits, offset by the fall of India Rupee as compared to the U.S. Dollar which impacted U.S. Dollar denominated loans in one of our Indian subsidiaries.

 

Income tax expense. Income tax expense in the six months ended September 30, 2013 was $3.9 million, compared to $1.9 million in the six months ended September 30, 2012, an increase of $2.0 million, or 105.3%. Our effective tax rate was 25.1% in the six months ended September 30, 2013 and 26.1% in the six months ended September 30, 2012.

 

46
 

 

Year Ended March 31, 2013 Compared to Year Ended March 31, 2012

 

Revenue. Revenue was $215.3 million in fiscal 2013, compared to $206.5 million in fiscal 2012, an increase of $8.8 million, or 4.3%. We released 77 films in each of fiscal 2013 and fiscal 2012. In fiscal 2013, six were high budget films (two of which were Tamil films) and 13 were medium budget films, compared to five high budget films and five medium budget films in fiscal 2012. In fiscal 2013, we released three Tamil films globally.

 

Our revenue growth was primarily attributable to an increase in Indian theatrical revenue in fiscal 2013, resulting from increased average ticket prices. The growth in our theatrical revenues reflected in particular the success of our globally released Hindi films, Housefull 2, Cocktail, Son of Sardaar, Khiladi 786, Teri MeriKahanni, Vicky Donor and English Vinglish, as well as Thuppakki, Maattrraan and Kadal, which were notable Tamil film releases in fiscal 2013. Television syndication revenue remained strong in fiscal 2013, with our high budget films helping us continue to syndicate attractive bundles of new and library films. While we released six high budget films in fiscal 2013 compared to five high budget films in fiscal 2012, in fiscal 2013 we increased our medium budget films from five to 13. Also in fiscal 2013, two of our high budget films were Tamil films as compared to none in fiscal 2012.

 

Revenue by customer location from India was $135.3 million in fiscal 2013, compared to $136.9 million in fiscal 2012, a decrease of $1.6 million, or 1.2%, principally reflecting impact of foreign exchange fluctuation and lower television sales because we did not monetize certain assets through television syndication in preparation for our collaboration with HBO Asia offset by the growth in theatrical revenue. Revenue from Europe was $35.1 million in fiscal 2013, compared to $26.9 million in fiscal 2012, an increase of $8.2 million, or 30.5%, principally reflecting an increase in television sales. Revenue from North America was $12.7 million in the year ended March 31 2013, compared to $8.4 million in fiscal 2012, an increase of $4.3 million, or 51.2%, principally reflecting increased digital and syndication revenues. Revenue from the rest of the world was $32.2 million in fiscal 2013, compared to $34.3 million in fiscal 2012, a decrease of $2.1 million, or 6.1%, principally reflecting a decrease in digital and ancillary revenues.

 

Cost of sales. Cost of sales was $134.0 million in fiscal 2013, compared to $117.0 million in fiscal 2012, an increase of $17.0 million, or 14.5%. The increase was primarily due to an increase in film amortization costs of $15.4 million in the period, driven by an increased investment in our new release slate as well as library films in fiscal 2013 and the cumulative impact of amortization costs associated with our larger film library. Other costs of sales, which principally consist of advertising and print costs, increased by $1.6 million, reflecting a $5.5 million charge to costs of sales in fiscal 2013 due to the rescinding of a sales contract, partially offset by a reduction in print costs and associated costs as we continued to increase globally the usage of digital prints as opposed to other physical formats.

 

Gross profit. Gross profit was $81.3 million in fiscal 2013, compared to $89.4 million in in fiscal 2012, a decrease of $8.1 million, or 9.1%, driven primarily by the increase in cost of sales, which was partially offset by an increase in revenue. As a percentage of revenue, our gross profit margin decreased to 37.8% in fiscal 2013 from 43.3% in fiscal 2012.

 

Administrative costs. Administrative costs, including rental, legal, travel and audit expenses, were $26.3 million in fiscal 2013, compared to $28.0 million in in fiscal 2012, a decrease of $1.7 million, or 6.1%, which was attributable to a decrease of $3.4 million in share based payment charges compared to fiscal 2012, and partially offset by $1.7 million of additional overhead in fiscal 2013 which includes an increase of personnel costs of $0.6 million. As a percentage of revenue, administrative costs were 12.2% in fiscal 2013, compared to 13.6% in in fiscal 2012. The share based payment charges are ongoing charges arising from the Indian Initial Public Offering, or Indian IPO, share option scheme and the Joint Share Ownership Plan, or JSOP, scheme adopted in April 2012. Costs incurred for the anticipated listing on the New York Stock Exchange during fiscal 2012, excluding costs for employee share grants which have been included in profit or loss in accordance with IFRS, were deferred and recorded as prepaid charges in trade and other receivables.

 

Net finance costs. Net finance costs in fiscal 2013 were $1.5 million, compared to $1.0 million in in fiscal 2012, an increase of $0.5 million, or 50.0%. The increase was primarily attributable to continued investment in our film slate, which impacted net debt levels during fiscal 2013.

 

Other gains and losses. Other losses in fiscal 2013 were $8.0 million, compared to a loss of $6.8 million in fiscal 2012, an increase of $1.2 million, or 17.6%. Other losses in fiscal 2013 were principally comprised of a $5.7 million interest rate derivative charge, a net foreign exchange loss of $1.9 million and loss on sale of assets of $0.4 million, compared to a loss of $6.8 million in fiscal 2012, principally arising from a foreign exchange loss of $1.1 million, a $4.3 million interest rate hedging charge and $1.3 million in respect of a provision for our available-for-sale equity investments. The foreign exchange loss in fiscal 2013 was mainly caused by the fall of the Indian Rupee and sterling as compared to the U.S. dollar, which impacted U.S. dollar denominated loans to our Indian subsidiary and sterling deposits.

 

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Income tax expense. Income tax expense in fiscal 2013 was $11.9 million, compared to $10.1 million in fiscal 2012, an increase of $1.8 million, or 17.8%. Our effective tax rate was 26.1% in fiscal 2013, compared to 18.8% in fiscal 2012. The increase in our effective rate reflects the increase in the amount of profits subject to taxation within India in fiscal 2013 compared to fiscal 2012, together with the impact of hedging charges, which are not deductible for income tax purposes. Our income tax expense in fiscal 2013 included $7.1 million of estimated current tax expense and $4.8 million of estimated deferred tax expense. The increase in income tax expense was also impacted by the dividend distribution income tax payable on the dividend declared by our Indian subsidiary in fiscal 2013.

 

Year Ended March 31, 2012 Compared to Year Ended March 31, 2011

 

Revenue. Revenue was $206.5 million in fiscal 2012, compared to $164.6 million in 2011, an increase of $41.9 million, or 25.5%. We released 77 new films in each of fiscal 2012 and fiscal 2011. Of the films released in fiscal 2012, five were high budget films and five were medium budget films, compared to three high budget films and ten medium budget films in fiscal 2011.

 

Our revenue growth was primarily attributable to an increase in theatrical revenue in fiscal 2012, resulting from increased number of high budget films that generated higher Indian and international revenue. The higher revenue in India was a result of wider screen releases, increased average ticket prices resulting from the continued increase in multiplex and digital screens in India and premiums charged for box office tickets for one 3D film release in fiscal 2012, and the timing of theatrical releases. Our high budget films in fiscal 2012 were released on more screens than our high budget films in fiscal 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 budget films. Television syndication revenue remained strong in fiscal 2012, with our high budget films helping us continue to syndicate attractive bundles of new and library films. Ra.One, Zindagi Na Milegi Dobara and Rockstar were premiered on Star TV, while Desi Boyz was premiered on Zee TV.

 

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

 

Cost of sales. Cost of sales was $117.0 million in fiscal 2012, compared to $88.0 million in fiscal 2011, an increase of $29.0 million, or 33.0%. This increase was primarily due to an increase in film amortization costs of $18.7 million in fiscal 2012, driven by the increased film release slate cost for five high budget films in fiscal 2012, as compared to three high budget films in fiscal 2011, and the cumulative impact of amortization costs associated with our larger film library. This increase also reflected a $5.5 million increase in advertising costs due to wider advertising of our high budget releases in fiscal 2012, offset by increased marketing tie-ups. Print costs remained consistent in the two periods as wider screen releases and higher budget larger scale releases were offset by increased usage of lower cost digital prints as opposed to other physical formats.

 

Gross profit. Gross profit was $89.4 million in fiscal 2012, compared to $76.6 million in fiscal 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 decreased to 43.3% in fiscal 2012 from 46.5% in fiscal 2011.

 

Administrative costs. Administrative costs, including rental, legal, travel and audit expenses, were $28.0 million in fiscal 2012, compared to $20.5 million in fiscal 2011, an increase of $7.5 million, or 36.6%, principally as a result of an increase of $4.4 million in share based payment charges in fiscal 2012 compared to fiscal 2011, offset by a $1.1 million reduction in other personnel costs. The remaining increase of $4.2 million reflected overall increases in other administrative expenses including depreciation, legal and other overheads. As a percentage of revenue, administrative costs were 13.6% in fiscal 2012, compared to 12.5% in fiscal 2011, an increase of 1.1 percentage points. The share based payment charges are ongoing charges arising from the Indian IPO share option scheme, employee share grants and share grants in respect of charitable donations. Costs incurred for the anticipated listing on the NYSE during fiscal 2012, excluding costs for employee share grants which have been included in profit or loss in accordance with IFRS, were deferred and recorded as prepaid charges in trade and other receivables.

 

Net finance costs. Net finance costs for fiscal 2012 were $1.0 million, compared to $1.6 million in fiscal 2011, a decrease of $0.6 million, or 37.5%. The decrease is primarily attributable to an increase in interest income as a result of additional funds on deposit following the initial public offering of Eros India.

 

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Other gains and losses. Other losses in fiscal 2012 were $6.8 million, principally comprised of a $4.3 million interest rate derivative charge, a net foreign exchange loss of $1.1 million and a $1.3 million charge related to our available-for-sale equity investments, compared to a gain of $1.3 million in fiscal 2011, principally arising from a foreign exchange gain of $1.1 million, and $0.2 million gain on a sale of assets.

 

Income tax expense. Income tax expense for fiscal 2012 was $10.1 million, compared to $8.2 million in fiscal 2011, an increase of $1.9 million, or 23.2%. Our effective tax rate was 18.8% for fiscal 2012, compared to 14.7% in fiscal 2011. The increase in our effective rate reflects the increase in the amount profits subject to taxation within India fiscal 2012 as compared to fiscal 2011, together with the impact of hedging charges which are not deductible for tax purposes. Our income tax expense in fiscal 2012 included $5.0 million of estimated current tax expense and $5.1 million of estimated deferred tax expense.

 

Selected Quarterly Results of Operations

 

The table below presents our selected unaudited quarterly results of operations for the four quarters in the twelve month period ended September 30, 2013. This information should be read together with our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited financial data for the quarters presented on the same basis as our audited consolidated financial statements. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial information set forth in those statements. The historical quarterly results presented below are not necessarily indicative of the results that may be expected for any future quarters or periods.

 

   Three Months Ended 
   December 31,
2012
   March 31,
2013
   June 30,
2013
   September 30,
2013
 
   (dollars in thousands) 
Revenue  $71,272   $52,155   $40,963   $44,024 
Cost of sales   (36,198)   (34,941)   (28,368)   (26,296)
Gross profit   35,074    17,214    12,595    17,728 
Administrative costs   (6,237)   (8,731)   (4,425)   (11,366)
Operating profit   28,837    8,483    8,170    6,362 
Net finance costs   (750)   (223)   (1,704)   (2,455)
Other gains/(losses)   657    1,140    5,500    (323)
Profit before tax   28,774    9,400    11,966    3,584 
Income tax expense   (7,514)   (2,456)   (3,123)   (785)
Net Income  $21,230   $6,944   $8,843   $2,799 
                     
OTHER DATA                    
EBITDA(1)  $29,897   $10,195   $13,981   $6,337 
Adjusted EBITDA (1)  $29,411   $9,046   $8,458   $13,527 
                     
OPERATING DATA                    
High budget film releases(2)   3    0    0    0 
Medium budget film releases(2)   2    1    6    5 
Low budget film releases(2)   19    21    10    5 
Total new film releases(2)   24    22    16    10 

_______________

  (1) We use EBITDA and Adjusted EBITDA as a supplemental financial measure. EBITDA is defined by us as net income before interest expense, income tax expense and depreciation and amortization (excluding amortization of capitalized film content and debt issuance costs). Adjusted EBITDA is defined as EBITDA adjusted for impairments of available-for-sale financial assets, profit/loss on held for trading liabilities (including profit/loss on derivatives), and share based payments. EBITDA, as used and defined by us, may not be comparable to similarly-titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP. EBITDA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. EBITDA and Adjusted EBITDA provide no information regarding a company’s capital structure, borrowings, interest costs, capital expenditures and working capital movement or tax position. However, our management team believes that EBITDA and Adjusted EBITDA are useful to an investor in evaluating our results of operations because these measures:

 

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  · are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

 

  · help investors to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure; and

 

  · are used by our management team for various other purposes in presentations to our board of directors as a basis for strategic planning and forecasting.

 

There are significant limitations to using EBITDA and Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss, the lack of comparability of results of operations of different companies and the different methods of calculating EBITDA and Adjusted EBITDA reported by different companies.

 

The following table sets forth the reconciliation of our net income to EBITDA and Adjusted EBITDA:

 

   Three Months Ended 
   December 31,
2012
   March 31,
2013
   June 30,
2013
   September 30,
2013
 
   (in thousands) 
Net income  $21,230   $6,944   $8,843   $2,799 
Income tax expense   7,514    2,456    3,123    785 
Net finance costs   750    223    1,704    2,455 
Depreciation   205    314    184    175 
Amortization(a)   198    258    127    123 
EBITDA  $29,897   $10,195   $13,981   $6,337 
Share based payments(b)   533    517    466    6,203 
(Profit)/loss on derivatives   (1,019)   (1,666)   (5,989)   987 
Adjusted EBITDA  $29,411   $9,046   $8,458   $13,527 

_______________

  (a) Includes only amortization of intangible assets other than intangible content assets.
  (b) Consists of compensation costs recognized with respect to all outstanding plans and all other equity settled instruments.
  (2) Includes films that were released by us directly and licensed by us for release.

 

Our revenues and operating results are significantly affected by the timing, number and breadth of our theatrical releases and their budgets, the timing of television syndication agreements, and our amortization policy for the first 12 months of commercial exploitation for a film. The timing of releases is determined based on several factors. A significant portion of the films we distribute are delivered to Indian theaters at times when theater attendance has traditionally been highest, including school holidays, national holidays and the festivals. This timing of releases also takes into account competitor film release dates, major cricket events in India and film production schedules. Significant holidays and festivals, such as Diwali, Eid and Christmas, occur during July to December each year, and the Indian Premier League cricket season generally occurs during April and May of each year. The Tamil New Year, called Pongal, falls in January each year making the quarter ending March an important one for Tamil releases.

 

In the four quarters ended September 30, 2013 revenue fluctuations primarily reflected the timing of major theatrical releases, with the three months ended December 31, 2012 enjoying the highest quarterly revenues of $71.3 million as a result of the high budget theatrical releases of Son of Sardaar, Khiladi 786 and Thuppakki. Quarterly television syndication fluctuations led to the lowest quarterly revenues in the three months ended June 30, 2013 of $41.0 million. Other gains and losses fluctuations reflect the changes in mark to market values of our interest derivative liabilities.

 

Although our revenues are typically highest in the third quarter of our fiscal year (i.e., the quarter ended December 31), quarterly results can vary from one year to the next, and the results of one quarter are not necessarily indicative of results for the next or any future quarter. Our revenue and operating results are therefore seasonal in nature due to the impact on income of the timing of new releases.

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Liquidity and Capital Resources

 

Our operations and strategic objectives require continuing capital investment, and our resources include cash on hand and cash provided by operations, as well as access to capital from bank borrowings and access to capital markets. Management believes that cash generated by or available to us should be sufficient to fund our capital and liquidity needs for at least the next 12 months. Our future financial and operating performance, ability to service or refinance debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions, the financial health of our customers and suppliers and to financial, business and other factors, many of which are beyond our control.

 

Indebtedness

 

As of September 30, 2013, we had aggregate outstanding indebtedness of $260.3 million, and cash and cash equivalents of $106.1 million. At September 30,2013 the total available facilities were comprised of (i) revolving credit facilities, secured term loans, and overdraft facility of $225.9 million at Eros India and Eros Worldwide, (ii) other facilities of $9.8 million at Eros International USA Inc., Eros Worldwide, and Eros International Films Private Limited, or Eros Films, and (iii) a committed $19.7 million secured overdraft facility at Eros International Limited. In addition, at September 30, 2013, $4.8 million of unsecured commercial paper had been issued by Eros India.

 

   As of
September 30, 2013
 
   (in thousands) 
Eros India     
Secured revolving credit facilities  $23,451 
Secured term loans   34,991 
Unsecured overdraft    
Unsecured commercial paper   4,788 
Vehicle loans   20 
Total   63,250 
Eros Films     
Vehicle loans    
Eros International Limited     
Secured overdraft   19,722 
Eros International USA Inc.     
Vehicle loans   32 
Eros Worldwide     
Revolving credit facility(1)   167,500 
Interest swap financing facility   9,757 
Total   177,257 
Total  $260,261 

_______________

  (1) Borrowers under the revolving credit facility are Eros International Plc, Eros Worldwide, and Eros International USA Inc.

 

Certain of our borrowings and loan agreements, including our new credit facility, contain customary covenants, including covenants that restrict our ability to incur additional indebtedness, create or permit liens on our assets or engage in mergers and acquisitions. Such agreements also contain various customary events of default with respect to the borrowings, including the failure to pay interest or principal when due and cross default provisions, and, under certain circumstances, lenders may be able to require repayment of loans to Eros India or Eros Films prior to their maturity. If an event of default occurs and is continuing, the principal amounts outstanding, together with all accrued unpaid interest and other amounts owed may be declared immediately due and payable by the lenders. If such an event were to occur, we would need to pursue new financing that may not be on as favorable terms as our current borrowings. We are currently in full compliance with all of our agreements governing indebtedness.

 

Borrowings under our revolving credit facility maturing in 2017 bear interest at LIBOR, or in the case of future borrowings in Euros, EURIBOR, floating rates with margins between 1.9% and 2.9% plus mandatory cost. Borrowings under our term loan facilities, overdraft facility and revolving credit facilities at Eros India and Eros Films mature between 2012 and 2017 and bear interest at fluctuating interest rates pursuant to the relevant sanction letter governing such loans. As of September 30, 2013, our unsecured commercial paper issued by Eros India bore discount rates between 11.3% and 13.0% and has maturity dates ranging from one month to six months of the date of issuance thereof.

 

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We expect to renew or extend our borrowings as they reach maturity. As at September 30, 2013 there were no undrawn amounts on our existing financing arrangements.

 

Sources and Uses of Cash

 

   Six Months Ended September 30,   Year Ended March 31, 
   2013   2012   2013   2012   2011 
   (in thousands) 
Net cash from operating activities  $40,637   $58,759   $137,447   $123,690   $108,835 
Net cash used in investing activities  $(59,799)  $(94,687)  $(182,328)  $(147,654)  $(147,506)
Net cash from financing activities  $21,953   $(4,791)  $11,471   $51,756   $77,443 

 

Six months ended September 30, 2013 Compared to Six months ended September 30, 2012

 

Net cash from operating activities in the six months ended September 30, 2013 was $40.6 million compared to $58.8 million in the six months ended September 30, 2012, a decrease of $18.2 million, or 31.0%, notwithstanding a decrease in interest paid and a reduction in taxes in the six months ended September 30, 2013 of $0.3 million and $1.4 million respectively. In addition, there was an increase in working capital of $18.6 million in the six months ended September 30, 2013, primarily due to a $2.9 million decrease in trade payables and an increase in trade receivables of $15.7 million, compared to a $3.2 million increase in trade receivables and a $3.1 million increase in trade payables in the six months ended September 30, 2012.

 

Net cash used in investing activities in the six months ended September 30, 2013 was $59.8 million, compared to $94.7 million in the six months ended September 30, 2012, a decrease of $34.9 million, or 36.9%, reflecting a lower investment in film content. Our investment in film content in the six months ended September 30, 2013 was $61.2 million, compared to $98.0 million in the six months ended September 30, 2012, a decrease of $36.8 million, or 37.6%, reflecting the lower comparable overall cost of films released in the two periods.

 

Net cash from financing activities in the six months ended September 30, 2013 was $22.0 million, compared to a net cash outflow of $4.8 million in the six months ended September 30, 2012, principally due to the additional net proceeds of long-term borrowings of $12.9 million as well as short-term borrowings of $8.2 million.

 

Year Ended March 31, 2013 Compared to Year Ended March 31, 2012

 

Net cash from operating activities in fiscal 2013 was $137.5 million, compared to $123.7 million in fiscal 2012, an increase of $13.8 million, or 11.2%, notwithstanding an increase in income taxes and interest paid in fiscal 2013 of $9.1 million and $4.7 million, respectively. In addition, there was an increase in working capital of $7.4 million in fiscal 2013 primarily due to an increase in trade receivables of $21.3 million and a decrease of $13.6 million in trade payables compared to a decrease of $5.9 million in trade payables and an increase in trade receivables of $27.7 million in fiscal 2012.

 

Net cash used in investing activities in fiscal 2013 was $182.3 million, compared to $147.7 million in fiscal 2012, an increase of $34.6 million, or 23.4%, reflecting an increase in our investment in film content in fiscal 2013 and future years, offset by proceeds from our sale of some of our Eros India shares. In December 2012, we sold 2.8% of our holding in Eros India to meet the minimum public shareholding requirement of 25% under Indian law for $9.4 million in net proceeds. Our investment in film content in fiscal 2013 was $186.7 million, compared to $148.7 million in fiscal 2012, an increase of $38.0 million, or 25.6%, reflecting ongoing investments in our film library.

 

Net cash from financing activities in fiscal 2013 was $11.5 million, compared to $51.8 million in fiscal 2012, a decrease of $40.3 million, or 77.8%, attributable to a repayment of net short-term borrowings of $7.0 million and proceeds of net long-term borrowings of $9.1 million, offset by proceeds from the sale of Eros India shares.

 

Year Ended March 31, 2012 Compared to Year Ended March 31, 2011

 

Net cash from operating activities in fiscal 2012 was $123.7 million, compared to $108.8 million in fiscal 2011, an increase of $14.9 million, or 13.7%, notwithstanding an increase in income taxes and interest paid in fiscal 2012 of $2.1 million and $2.7 million, respectively. In addition, there was an increase in working capital in fiscal 2012 of $21.5 million due to an increase of $5.9 million in trade payables and an increase in trade receivables of $27.7 million, compared to decrease of $7.9 million in trade payables and an increase in trade receivables of $2.6 million in fiscal 2011.

 

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Net cash used in investing activities in fiscal 2012 was $147.7 million, compared to $147.5 million in fiscal 2011, an increase of $0.2 million, or 0.1%, reflecting an increase in our investment in film content in fiscal 2011 and 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 fiscal 2012 was $148.7 million, compared to $138.0 million in fiscal 2011, an increase of $10.7 million, or 7.8%, reflecting a change in the mix of acquired and co-produced films, both for films released in the period and for films scheduled for future release, a change to more high budget Hindi films and ongoing investments in our film library. Our purchase of property, plant and equipment in fiscal 2012 was $1.2 million, compared to $10.0 million in fiscal 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 fiscal 2011.

 

Net cash from financing activities in fiscal 2012 was $51.8 million, compared to $77.4 million in fiscal 2011, a decrease of $25.6 million, or 33.1%, principally reflecting additional proceeds from short-term and long-term borrowings of $50.2 million in fiscal 2012.

 

Capital Expenditures

 

In fiscal 2013, we invested $186.7 million in film content, in the six months ended September 30, 2013, we invested approximately $61.2 million in film content, and in fiscal 2014 we expect to invest approximately $180 million in film content.

 

Contractual Obligations

 

We have commitments under certain firm contractual arrangements, or firm commitments, to make future payments. These firm commitments secure future rights to various assets and services to be used in the normal course of our operations. The following table summarizes our firm commitments as of September 30, 2013.

 

   As of September 30, 2013 
Payments due by Period  Total   Less than
1 year
   1-3
years
   3-5
years
   More
than
5 years
 
   (in thousands) 
Recorded Contractual Obligations                         
Debt(1)  $257,762   $81,403   $49,278   $127,081   $ 
Film entertainment rights purchase obligations(2)   225,950    108,209    109,961    7,780     
Unrecorded Contractual Obligations                         
Operating leases   3,033    1,041    1,239    753     
Interest payments on debt(3)   27,058    10,247    13,608    3,203     
Total  $513,803   $200,900   $174,086   $138,817   $ 

_______________

  (1) HSBC acceded as a lender to the revolving credit facility. HSBC's participation in the facility is $25.0 million. This increased the total facility amount to $167.5 million, following the amortization of $7.5 million which occurred in July 2013. The facility matures in 2017 and borrowers are Eros International Plc, Eros Worldwide, and Eros International USA Inc.
  (2) Filmed entertainment rights purchase obligations include agreements for the purchase of film content where all significant terms have been agreed, for both co-production and acquisition.
  (3) The amounts shown in the table include future interest payments on variable and fixed rate debt at current interest rates ranging from 0.75% to 15%.

 

Off-Balance Sheet Arrangements

 

From time to time, to satisfy our filmed content purchase contracts, we obtain guarantees or other contractual arrangements, such as letters of credit, as support for our payment obligations. As of September 30, 2013, we had entered into letters of credit in an aggregate amount of $78.2 million and guarantees of $9.1 million in favor of certain film producers securing our obligations with respect to certain filmed entertainment rights which we are under contractual obligation to purchase upon the occurrence of certain specified events. We have no other off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

 

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Concentration of Customer Credit Risk

 

From time to time, we have significant concentration of credit risk under certain individual television syndication deals or music licenses. Where we determine the magnitude of the risk associated with a particular customer to be high, we seek to minimize this risk through contractual terms that require payment before the airing or usage of the applicable content. By requiring payment prior to airing or usage of our content, if the customer does not make payments pursuant to the contract terms, we can seek to sell the content to another party.

 

Critical Accounting Policies

 

Our consolidated financial statements are prepared in accordance with IFRS as issued by the IASB, which requires management to make estimates, judgments and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Management considers the following accounting policies to be critical because they are important to our financial condition and results of operations and require significant judgment and estimates on the part of management in their application. The development and selection of these critical accounting policies have been determined by our management and the related disclosures have been reviewed with the Audit Committee of our board of directors. For a summary of all our accounting policies, see Note 3 to our audited Consolidated Financial Statements appearing elsewhere in this prospectus.

 

Use of estimates

 

Estimates and judgments are evaluated on a regular basis and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the present circumstances. We make estimates and assumptions concerning the future, and these estimates, by definition, may differ materially from actual results.

 

Revenue

 

Revenue is measured by reference to the fair value of consideration received or receivable from customers. Revenue arising from the distribution or other exploitation of films and other content produced by third parties or by us, is recognized, net of sales taxes, when persuasive evidence of an arrangement exists, the fees are fixed or determinable, the product or service is available for delivery and collectability is reasonably assured. Cash received and amounts invoiced in connection with contractual arrangements for which revenue is not yet recognizable pursuant to these criteria, such as pre-sale amounts, is classified as deferred revenue. We consider the terms of each specific arrangement to determine the appropriate accounting treatment for revenue recognition. The following additional criteria apply to certain of our specific revenue streams:

 

  · Theatrical: We recognize revenue based on our share of third party reported box office receipts for the measurement period. In instances where we have a minimum guarantee, we recognize that amount if due on or prior to the measurement date, but never prior to delivery or on the release date.

 

  · Television: Revenues are recognized when the content is available for delivery. Royalty and other revenues from premium pay television are recognized based on reporting to us by the counterparty such as a television operator for providing programming services on mutually negotiated contractual terms.

 

  · Digital and ancillary: Where we distribute through a sub-distributor, we recognize DVD, CD and video minimum guarantee revenues on the contract date and we recognize additional revenues as reported by third party licensees. Provision is made for returns where applicable. Digital and ancillary revenues are recognized at the earlier of when the content is accessed or reported by the contractual counterparty. Visual effects, production and other fees for services rendered by us and overhead recharges are recognized in the period in which they are earned, and the stage of production is used to determine the proportion recognized in the period.

 

Intangible assets

 

We are required to identify and assess the income generating life of each intangible asset. Judgment is required in making these determinations and setting an amortization rate for such assets. We test annually whether there are any indications of impairment of our intangible assets in accordance with IAS 36: Impairment of Assets. Management also regularly reviews and revises its estimates when necessary, which may result in a change in the rate of amortization and/or a write down of the asset to fair value.

 

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Accounting for film content under IFRS requires management’s judgment regarding total revenues to be received on such film content and costs to be incurred throughout the income generating life of such film or its license period, whichever is the shorter. Where we make an advance to secure film content or the services of talent associated with a film product, we also consider the recoverability of such advance, or the likelihood that such advance will result in a saleable asset. Judgments are also used to determine the amortization of capitalized film content costs where management seeks to write down the capitalized cost of content in line with the expected revenues arising from the content. For first release film content, we use a stepped method of amortization based on management’s judgment taking into account historic and expected performance, writing off a significant portion of the capitalized cost for such films in the first 12 months of their initial commercial exploitation, and then the balance over the lesser of the term of the rights held by us and nine years. Similar management judgment taking into account historic and expected performance is used to apply a stepped method of amortization on a quarterly basis within the first 12 months, writing off a significant portion of the capitalized cost in the quarter of theatrical release and the subsequent quarter. In fiscal 2009 and prior fiscal years, the balance of capitalized film content costs were amortized over a maximum of four years rather than nine. In the case of film content that we acquire after its initial exploitation, commonly referred to as library, amortization is spread evenly over the lesser of ten years after our acquisition or our license period. Management applies this method by using its judgment to write down the capitalized cost of film content during its first 12 months of commercial exploitation and in line with the expected revenues arising from the content over its estimated useful life. Each of these calculations requires judgments and estimates to be made, and, as with goodwill, an unforeseen event could cause us to revise these judgments and assumptions affecting the value of the intangible assets. There may be instances where the useful life of an asset is shortened to reflect the uncertainty of its estimated income generating life. This is particularly the case when acquiring assets in markets that we have not previously exploited.

 

Valuation of available-for-sale financial assets.

 

We follow the guidance of IAS 39: Financial Instruments: Recognition and Measurement, or IAS 39 to determine, where possible, the fair value of its available-for-sale financial assets. This determination requires significant judgment. In making this judgment, we evaluate, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

 

Derivative financial instruments

 

We use derivative financial instruments to reduce its exposure to interest rate movements.

 

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the profit or loss depends on the nature of the hedge relationship.

 

Income taxes and deferred taxation

 

We are subject to income taxes in various jurisdictions. Judgment is required in determining the worldwide provision for income taxes, taking into account management’s analysis of future taxable income, reversing temporary differences and preparing ongoing tax planning strategies. During the normal course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Judgment is also used when determining whether we should recognize a deferred tax asset and tax credit, based on whether management considers that there is sufficient certainty in future earnings to justify the carry forward of assets created by tax losses and tax credit.

 

Where the ultimate outcome of a transaction is different than was initially recorded, there may be an impact on the income tax and deferred tax provisions.

 

Share-based payments

 

We are required to evaluate the terms to determine whether share based payment is equity or cash settled. Further, we are required to measure the fair value of equity settled transactions with employees at the grant date of the equity instruments. The fair value is determined principally using the Black-Scholes model which requires assumptions regarding interest free rates, share price volatility and the expected life of an employee equity instrument. For further discussion of the basis and assumptions used to determine fair value, see Note 24 to our audited consolidated financial statements appearing elsewhere in this prospectus.

 

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Goodwill and trade name

 

Our management tests annually whether goodwill and our trade name has suffered impairment, in accordance with our accounting policies and practices. In respect of goodwill, in accordance with IFRS rules, the recoverable amount of cash-generating units has been determined based on value in use calculations. These calculations require estimates to be made which are based on management assumptions. However, if there is an unforeseen event which materially affects these assumptions, such event could lead to a write down of goodwill.

 

While assessing any impairment of goodwill as at March 31, 2013, the value in use was determined using a discounted cash flow method. Estimated cash flows based on internal five year forecasts were developed and a pre-tax discount rate of 11.5% and a terminal growth rate of 4.0% were applied. The assessment of impairment of the trade name was based on a value in use measurement using the relief from royalty method and by then applying similar discount and terminal growth rates as with goodwill.

 

Basis of consolidation

 

We evaluate arrangements with special purpose vehicles in accordance with IFRS 10: Consolidated Financial Statements, or IFRS 10, to establish how transactions with such entities should be accounted for. This requires judgment over control and the balance of the risks and rewards attached to the arrangements.

 

New Accounting Pronouncements

 

For fiscal 2014, we adopted IFRS 10, which replaces consolidation requirements in IAS 27: Consolidated and Separate Financial Statements and SIC-12: Consolidation-Special Purpose Entities, and builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company.

 

For fiscal 2014, we adopted IFRS 11: Joint Arrangements, or IFRS 11, which replaces IAS 31: Interests in Joint Ventures and SIC-13: Jointly Controlled Entities—Non-monetary Contributions by Ventures, and requires a single method, known as the equity method, to account for interests in jointly controlled entities. The proportionate consolidation method in joint ventures is prohibited. IAS 28: Investments in Associates and Joint Ventures, was amended as a consequence of the issuance of IFRS 11. In addition to prescribing the accounting for investment in associates, it now sets out the requirements for the application of the equity method when accounting for joint ventures. The application of the equity method has not changed as a result of this amendment.

 

For fiscal 2014, we adopted IFRS 12: Disclosure of Interest in Other Entities, or IFRS 12, a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements for entities covered under IFRS 10 and IFRS 11.

 

For fiscal 2014, we adopted Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance as amendments to IFRS 10, IFRS 11 and IFRS 12. These amendments provide additional transition relief by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. The adoption of these standards did not have a material effect on our consolidated financial statements.

 

For fiscal 2014, we adopted IFRS 13: Fair Value Measurements, or IFRS 13. IFRS 13 defines fair value, provides a single IFRS framework for measuring fair value and requires disclosure about fair value measurements. IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. The adoption of this standard did not have a material effect on our consolidated financial statements.

 

For fiscal 2014, we adopted the amendments issued by the IASB which amended the accounting requirements and disclosures related to offsetting of financial assets and financial liabilities by issuing an amendment to IAS 32: Financial Instruments: Presentation and IFRS 7: Financial Instruments: Disclosure, or IFRS 7. The amendment to IFRS 7 requires companies to disclose information about rights of offset and related arrangements for financial instruments under an enforceable master netting agreement or similar arrangement. It requires retrospective application for comparative periods.

 

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In November 2009, the IASB issued IFRS 9: Financial Instruments: Classification and Measurement, or IFRS 9. This standard introduces certain new requirements for classifying and measuring financial assets and liabilities and divides all financial assets that are currently in the scope of IAS 39 into two classifications, those measured at amortized cost and those measured at fair value. In October 2010, the IASB issued a revised version of IFRS 9: Financial Instruments, or IFRS 9 R. IFRS 9 R adds guidance on the classification and measurement of financial liabilities. IFRS 9 R requires entities with financial liabilities designated at fair value through profit or loss to recognize changes in the fair value due to changes in the liability’s credit risk in other comprehensive income. However, if recognizing these changes in other comprehensive income creates an accounting mismatch, an entity would present the entire change in fair value within profit or loss. There is no subsequent recycling of the amounts recorded in other comprehensive income to profit or loss, but accumulated gains or losses may be transferred within equity. IFRS 9 R is effective for fiscal years beginning on or after January 1, 2015.

 

In May 2013, the IASB amended Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36). These narrow-scope amendments to IAS 36 Impairment of Assets address the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. This amendment is effective for the annual period beginning on or after January 1, 2014, early adoption is permitted provided IFRS 13 is also adopted together. We do not believe the adoption of this amendment will have a material impact on its financial statements.

 

In June 2013, the IASB issued “Novation of Derivatives and Continuation of Hedge Accounting” (Amendments to IAS 39). Under the amendments, there would be no need to discontinue hedge accounting if a hedging derivative was novated provided certain criteria are met. The amendments are effective for annual periods beginning on or after January 1, 2014. We do not believe that the adoption of this amendment will have a material impact on our financial statements.

 

Quantitative and Qualitative Disclosures about Market Risk

 

We are exposed to financial risks, including interest rate risk, foreign currency risk and equity risk:

 

Interest Rate Risk

 

We are exposed to interest rate risk because our subsidiaries borrow funds at both fixed and floating interest rates. The risk is managed by the maintaining an appropriate mix between fixed, capped and floating rate borrowings, and by the use of interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated to align with interest rate views to ensure the most cost effective hedging strategies are applied.

 

2012 Interest Rate Swap

 

We entered into an interest rate swap contract related to our borrowings with an interest cap with a notional value of $100 million. Two written floor contracts each with $100 million notional value were also entered into during the previous year. The effect of these instruments in combination is that the maximum cash outflow is 6% although the written floors mean that should market rates fall below the floor rate, then the interest charged would be twice the floor rate, although never exceeding 6%.

 

Under the interest swap contracts, we have agreed to exchange the difference between fixed and floating rate interest amounts calculated on an agreed notional principal amount. Such contracts enable us to mitigate the risk of changing interest rates on the cash flow of issued variable rate debt. The fair value of interest rate derivatives which comprise derivatives at fair value through profit and loss is determined at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.

 

Details of derivative instruments are as follows:

 

    Average
contract rate
  Notional
principal
amount
  Fair value of
derivative
instrument
as at
September 30,
2013
  Fair value of
derivative
instrument
as at
March 31,
2013
            (in thousands)
2012 Interest Rate Cap                 $ 2,513     $ 2,200  
2012 Interest Rate Floor   0.5% - 3%       100,000       (7,085 )     (9,430 )
2012 Interest Rate Collar   Cap of 6% and Floor of 0.5% - 3%       100,000       (7,085 )     (9,430 )
Total asset/(liability)                 $ (11,657 )   $ (16,660 )

 

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None of the above derivative instruments is designated in a hedging relationship. In the six months ended September 30, 2013, a profit of $5.0 million in respect of the above derivative instruments has been taken to the income statement within other gains and losses. The amounts in fiscal 2013 and fiscal 2012 were losses of $5.7 million and $4.3 million respectively.

 

As at September 30, 2013, a loss amounting to $3.4 million on account of cash flow hedges entered into prior to the 2012 Interest Rate Swap and now closed out is expected to be reclassified from other comprehensive income to profit or loss over the period of five years.

 

Foreign Currency Risk

 

We operate throughout the world with significant operations in India, the British Isles, the United States of America and the United Arab Emirates. As a result, we face both translation and transaction currency risks which are principally mitigated by matching foreign currency revenues and costs wherever possible.

 

A majority of our revenues are denominated in U.S. Dollars, Indian Rupees and British pounds, which are matched where possible to our costs so that these act as an automatic hedge against foreign currency exchange movements.

 

We have to date not entered into any currency hedging transactions, and we have managed foreign currency exposure to date by seeking to match foreign currency inflows and outflows to the extent possible.

 

A uniform decrease of 10% in exchange rates against all foreign currencies in position as of March 31, 2013 would have decreased our net income by approximately $1.2 million. An equal and opposite impact would be experienced in the event of an increase by a similar percentage. Our sensitivity to foreign currency has increased during the year ended March 31, 2013 as a result of an increase in the percentage of liabilities denominated in foreign currency over the comparative period. In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

 

Equity Risk

 

We are exposed to market risk relating to changes in the market value of our investments, which we hold for purposes other than trading. We invest in equity instruments of private companies for operational and strategic business reasons. These securities are subject to significant fluctuations in fair market value due to volatility in the industries in which they operate. As at September 30, 2013, the aggregate value of all such equity investments was $30.4 million. For further discussion of our investments see Note 16 to our audited Consolidated Financial Statements appearing elsewhere in this prospectus.

 

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INDUSTRY

 

As a leading global company in the Indian film entertainment industry, we operate both in the domestic Indian film industry and the global film industry as it relates to Indian film content. Since no reliable third party data exists for the Indian film content portion of the global film industry, and since our revenues from India have represented an average of approximately 65% of our aggregate revenues over the past three fiscal years and 51.1% over the first six months in fiscal year 2014, we have included a discussion of only the domestic Indian film industry. Although the following discussion describes historical growth in the Indian film industry as well as projections for future growth, there is no guarantee that any such future growth will occur.

 

The Macroeconomic Environment in India

 

With a population of 1.2 billion and real gross domestic product, or GDP, of $1.3 trillion(1), India was the second most populous country and the eighth largest economy by GDP in the world in 2012 according to Business Monitor International. India’s real GDP experienced a compound annual growth rate, or CAGR, of 7.2% from 2007 through 2012, and, despite a recent slowdown in macroeconomic conditions, is projected to grow at a CAGR of 6.0% from 2012-2017, according to Business Monitor International.

 

Projected GDP Growth in Selected Countries, 2012-2017

 

    Real  GDP
Growth
  China       6.4 %
  India       6.0  
  Brazil       2.9  
  US       2.4  
  UK       2.1  

 

According to CIA’s World Factbook, India has one of the youngest demographics in the world with a median age of 26.7 years, which is among the lowest in the world, and 47% of the population below age 24.

 

Growth of the Indian Media and Entertainment Industry

 

The Indian media and entertainment industry has benefited from India’s recent economic expansion and demographic trends. This industry is projected to more than double from $13.1 billion in 2012 to $26.5 billion in 2017, reflecting a CAGR of 15.2%. This growth is being driven, in part, by favorable demographic trends in India, including the growth of the Indian middle class.

 

_______________

(1) Calculated using a baseline exchange rate as of 2005 across all countries.

 

 

Overall Indian media and entertainment industry revenue outlook(a)

 

_______________

  (a) Other includes Radio, Music, Out of Home, Animation / VFX, Gaming and Digital advertising.

 

Source: FICCI Report 2013

 

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Theatrical

 

The Indian film entertainment industry, a subset of the Indian media and entertainment industry, is the largest in the world in terms of the total movies released theatrically. According to a 2010 report by Investec Securities, over 1,000 movies are released theatrically in India each year. By comparison, 535 movies were released theatrically in the U.S. in 2010 according to boxofficemojo.com. Of the overall Indian media and entertainment industry’s $13.1 billion in revenues in 2012, film entertainment constituted 13.7%, or $1.8 billion, and is projected to grow to $3.1 billion by 2017, reflecting an 11.5% CAGR, according to the FICCI Report 2013.

 

However, as compared to the film industry in many developed economies, the Indian market is underpenetrated as determined by the significantly lower number of screens per million population, representing an opportunity for growth.

 

Screens per million population

 

Source: “India Entertainment and Media Outlook 2011,” PWC

 

Additional new multiplex screens, which are typically located in urban areas and generally sell tickets at higher average ticket prices than single screen theaters, have supported and are projected to continue to support film industry growth. According to FICCI Report 2013, 87% of the new 152 screens added during 2012 in the country were multiplex screens. Also, according to the same report, the South Indian exhibition industry added 41 screens with 90 percent of them being multiplex screens, in 2012.

 

As a result, digitization of prints can increase potential revenue opportunities since, according to this report, distributors are able to broaden their reach to more theaters and capture revenues in a shorter time frame by having same day releases across theatres.

 

India’s diverse regional cultures also present growth opportunities for regional content. The number of regional films has increased in recent years and is expected to continue to grow. According to the FICCI Report 2011, non-Hindi films were projected to represent 83% of the total number of films distributed in India in 2010, while accounting for a minority of total Indian box office revenues. Industry growth drivers, such as increased multiplex penetration, digitization of single screen theaters, focus on marketing, and improvement in production quality, suggest an increase in market opportunities for regional films.

 

With a limited number of screens and a large number of films entering the market each year, a film’s opening weekend performance is a crucial factor in determining a film’s economic success. According to the FICCI Report 2013, box office success in the first week is considered critical and most Indian films now achieve between 60% and 80% of their revenue in the first week of release. Based on information from BoxOfficeIndia.com, opening week box office revenue in India for the top fifty films as a percentage of such films’ total theatrical revenue increased from approximately 60% in 2009 to 68% in 2011. Based on BoxOfficeIndia.com’s data, earning a higher of percentage of total revenue in the first week of releases is expected to help distributors recoup costs in a shorter timeframe.

 

Multiplexes like PVR Cinemas, INOX Movies and Reliance, Big Cinemas are rapidly expanding their footprint into smaller towns. According to the FICCI Report 2013, Cinepolis plans to expand its footprint in the south by opening 11 screens in 2013 and opening 500 screens across the country by 2016. INOX is planning to launch around 50 screens by the end of 2013. PVR Talkies is looking to add 50 screens in Tier II cities (as defined in the FICCI Report 2013) in the next three years.

 

Despite this historic growth, India’s film industry, when compared with film industries in more developed economies, is a relatively underserved market that presents substantial opportunities for additional growth. According to the FICCI Report 2013, ticket prices in multiplexes increased by 15%-20% in 2012. The average ticket price for multiplexes was $2.56 compared with $0.96 at single screens in 2012.

 

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Number of films with box office collections >Rs 1bn

 

 

Source: FICCI Report 2013

 

Participants in the Indian film entertainment industry are also investing in newer technologies such as digital theatrical distribution. Film companies are increasingly adopting digital prints instead of physical prints, which in turn are increasing the number of available prints. Also according to the same report, digital prints represented 80%-90% of all prints in 2012 vs. 50% in 2010. Digital technology enables Indian film distributors to increase their distribution efficiency and reduce costs.

 

According to the FICCI Report 2013, the number of screens available for releasing a film is also rising, aided by greater use of digital prints. It is estimated that close to 77% of screens have been digitized. Big budget movies are now released more widely across as many as 3,500 screens as compared to 1,000 screens three years ago, mainly due to affordability of digital prints as compared to physical prints. The industry is expected to be 100% digitized in the next 18-24 months.

 

Opening week box office revenue as a percentage of total theatrical revenue

 

 

Source: Based on information from BoxOfficeIndia.com for the top fifty films as measured by India-based revenue in each calendar year.

 

Separately, as clarification, according to the FICCI 2012 Report, Indian theatrical exhibition, which includes gross revenue from ticket sales, advertising, concessions and other, accounted for 74% of 2011 Indian film industry revenues, and Indian non-ticket revenues at multiplex chains typically accounted for approximately 30% of that total. However, the percentage of Indian theatrical exhibition revenues identified in the FICCI 2012 Report is significantly higher than the percentage of revenue we generate from theatrical exhibition. This is because we do not benefit from any non-ticket revenues, and we report our revenue net of entertainment taxes and a revenue share with exhibitors in India.

 

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Television

 

Television industry size

 

 

Source: FICCI Report 2013

 

India is one of the world’s largest television markets as measured by number of households, with an estimated 154 million television households in 2012, of which more than 121 million households had cable or satellite service, according to FICCI Report 2013. According to the FICCI Report 2012, television household penetration in India in 2011 was low at ~61% as compared to penetration in China and Brazil which was estimated to be at 98% and 90%, respectively. Driven by favorable macroeconomic conditions and both subscription and advertising revenue growth, India’s television industry is projected to more than double between 2012 to 2017, growing from $5.9 billion in 2012 to $13.5 billion in 2017, reflecting a CAGR of 18%. We expect that television industry growth will significantly increase demand for quality content such as films.

 

Factors such as the digitization of television, growth in advertising spend, increased viewership penetration and the proliferation of niche and regional content have contributed to the rapid rise in the number of channels in India over the past few years that compete for quality programming in order to attract advertising and subscription revenues. The government of India passed a bill for the mandatory digitization of cable television networks by December 31, 2014. As a result, an estimated 55 million primarily analog cable homes in India will convert to digital platforms over the next 5 years and pay television average revenue per user, or ARPU, levels will increase. This will likely further spur demand for quality content, presenting additional opportunities for content monetization through services such as on-demand films.

 

Pay TV subscriber base India Pay TV ARPU Per Month
(in millions)  
   

 

Source: FICCI Report 2013

 

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India TV Viewership Share (%)(a)   Number of TV  channels(b)
     
 

 

Source: FICCI Report 2013

 

_______________

  (a) For calendar year 2012

 

  (b) Represents total number of unique channels available in India carried by DTH, broadcast multi system cable operators and local cable operators.

 

Television licensing is an important component of a film’s revenue lifecycle. Feature films are vital to India’s TV programming lineup, as reflected by television ratings points on GEC channels, or TRPs, for films. Additionally, we believe that premium films along with sports will be some of the key contents driving growth of premium television within India as more and more homes become digital.

 

Digital and ancillary

 

Following international trends, digital media is playing an increasingly important role in the Indian media industry. With the rapid convergence of media and technology, entertainment companies are digitizing their content and leveraging digital platforms such as mobile and broadband to exploit their content.

 

Broadband and mobile

 

Within India, the number of individuals utilizing electronic devices with internet connectivity is rapidly expanding and is projected to continue. Despite significant growth in users, internet penetration is still in its relatively early stages with the number of internet users in India as a percentage of the population at 10%. According to FICCI Report 2013, the number of internet connections in India is projected to grow at a CAGR of 25.5% from an estimated 124 million connections in 2012 to 386 million connections in 2017.

 

Internet Users

 

    Internet users as a
percentage of
total population
India     10 %
Brazil     41 %
China     36 %
USA     81 %
UK     85 %

 

Source: McKinsey: The Internet’s Impact on India 2012

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Indian internet connections

(in millions)

 

Indian internet users

(in millions)

 

Indian e-commerce market

($ in billions)

         
   

 

Source: FICCI Report 2013, eMarketer

 

As broadband penetration continues to increase, streaming media content over the internet is projected to increase among consumers, driving further demand for premium content, and becoming an important advertising medium for advertisers. According to market research firm eMarketer, India’s e-commerce market(2) is projected to grow at a CAGR of 43.8% from $2.2 billion in 2012 to $13.3 billion in 2017, highlighting the potential for the digital commerce in India.

 

According to the research firm, eMarketer, a significant percentage of the population spends online time on videos and music. The Indian Department of Telecommunications investment in seeking to connect 160 million people to high-speed internet is expected to further attract online viewership. As the number of people having access to high-speed internet increases, time spent online on video / music viewership can be expected to also increase.

 

_______________

(2) Includes digital downloads and event tickets; excludes gambling and travel.

 

Leading Online and Mobile Activities
Among Internet Users Ages 18-28 in India, July 2011

 

 

In addition to the proliferation of the internet, mobile platforms present further opportunities for content consumption. The proliferation of digital devices with internet connectivity has created a new market for digital on-demand and premium add-on mobile services, also known as value added services, such as ring-tones. As can be seen from the FICCI Report 2013, as smartphone usage increases, it is likely to increase opportunities for consumers to view videos, download ringtones etc. on such devices, thereby potentially boosting associated revenue potential for content disseminators.

 

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Indian mobile subscribers

(in millions)

 

Indian active smartphones

(in millions)

     
 

 

Source: Business Monitor International   Source: FICCI Report 2013

 

Music

 

Music is an integral part of Indian film promotion and generates additional revenue streams for film companies. The Indian music industry generally is dominated by music from films. In 2011, the Indian music industry generated approximately $144 million in revenue, of which 70%, according to industry sources, was derived from film soundtracks. The Indian music industry is projected to grow to $360 million by 2017, reflecting a CAGR of 16.2% according to the FICCI Report 2013. Digital distribution made up almost 57% of India’s total music industry revenue in 2012. As digital music distribution continues to grow, opportunities to reach a larger audience base should increase.

 

2012 Indian Music Industry Distribution

 

 

2012 total revenue: $169.4 million

 

Source: FICCI Report 2013

 

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BUSINESS

 

Overview

 

We are a leading global company in the Indian film entertainment industry, and we co-produce, acquire and distribute Indian language films in multiple formats worldwide. Our success is built on the relationships we have cultivated over the past 30 years with leading talent, production companies, exhibitors and other key participants in our industry. Leveraging these relationships, we have aggregated rights to over 2,000 films in our library, plus approximately 700 additional films for which we hold digital rights only, including recent and classic titles that span different genres, budgets and languages, and we have distributed a portfolio of over 230 new films over the last three completed fiscal years and 26 in the six months September 30, 2013. New film distribution across theatrical, television and digital channels along with library monetization provide us with diversified revenue streams.

 

Our goal is to co-produce, acquire and distribute Indian films that have a wide audience appeal. We have released internationally or globally Hindi language films which were among the top grossing films in India in 2012, 2011 and 2010. In each of the fiscal years ending in 2012 and 2011, we released at least ten Hindi language films globally and in the fiscal year ending in 2013, we released 16 Hindi language films globally. In the six months September 30, 2013, we released five Hindi language films globally. These Hindi films form the core of our annual film slate and constitute a significant portion of our revenues and associated content costs. The balance of our typical annual slate for these years of over 60 other films was comprised of Tamil and other regional language films.

 

Our distribution capabilities enable us to target a majority of the 1.2 billion people in India, our primary market for Hindi language films, where, according to bollywoodhungama.com, we released two of the top ten grossing Hindi language films in India in 2012. Further, according to BoxOfficeIndia.com, we released four out of the top ten grossing Hindi language films in India in 2011 and three out of the top ten Hindi language films in India in 2010. Our distribution capabilities further enable us to target consumers in over 50 countries internationally, including markets with large South Asian populations, such as the Middle East, and the United States and the United Kingdom, where according to Rentrak we had a market share of over 40% of all theatrically released Indian language films in 2012 based on gross collections in each of these two markets. Other international markets that exhibit significant demand for subtitled or dubbed Indian-themed entertainment include Europe and Southeast Asia. Depending on the film, the distribution rights we acquire may be global, international or India only. Recently, as demand for regional film and other media has increased in India, our brand recognition in Hindi films has helped us to grow our non-Hindi film business by targeting regional audiences in India and beyond. With our distribution network for Hindi and Tamil films and additional distribution support through our majority owned subsidiary, Ayngaran International Limited, or Ayngaran, we believe we are well positioned to expand our offering of non-Hindi content.

 

We distribute our film content globally across the following distribution channels: theatrical, which includes multiplex chains and stand-alone theaters; television syndication, which includes satellite television broadcasting, cable television and terrestrial television; and digital, which includes primarily internet protocol television, or IPTV, video on demand, or VOD, and internet channels. Eros Now, our on-demand entertainment portal accessible via internet-enabled devices, was launched in 2012 and now has a selection of over 500 movies and over 3,000 music videos available. We expect that Eros Now eventually will include our full film library, as well as further third party content.

 

Our total revenues for fiscal 2013 increased to $215.3 million from $206.5 million for fiscal 2012 and decreased to $ 85.0 million for the in the six months September 30, 2013 from $91.9 million for the six months September 30, 2012. EBITDA decreased to $48.8 million for fiscal 2013 from $56.2 million for fiscal 2012 and increased to $20.3 million for the in the six months September 30, 2013 from $8.7 million for the six months September 30, 2012. Our net income decreased to $33.7 million for fiscal 2013 from $43.6 million for fiscal 2012 and increased to $11.6 million for the in the six months September 30, 2013 from $5.5 million for the six months September 30, 2012.

 

Our Competitive Strengths

 

We believe the following competitive strengths position us as a leading global company in the Indian film entertainment industry.

 

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Leading co-producer and acquirer of new Indian film content, with an extensive film library.

 

As one of the leading participants in the Indian film entertainment industry, we believe our size, scale and leading market position will continue contributing to our growth in India and internationally, and this positions us to capitalize on the Indian media and entertainment industry, which has grown in recent years and we believe will continue to grow. We have established our size and scale by aggregating a film library of over 2,000 films, plus approximately 700 additional films for which we hold digital rights only, and releasing over 230 new films over the last three fiscal years. We have demonstrated our leading market position by releasing, internationally or globally, Hindi language films which were among the top grossing films in India in 2012, 2011 and 2010. We believe that we have strong relationships with the Indian creative community and a reputation for quality productions. We believe that these factors, along with our worldwide distribution platform, will enable us to continue to attract talent and film projects of a quality that we believe is one of the best in our industry, and build what we believe is a strong film slate for fiscal 2014 with some of the leading actors and production houses with whom we have previously delivered our biggest hits. We believe that the combined strength of our new releases and our extensive film library positions us well to build new strategic relationships.

 

Established, worldwide, multi-channel distribution network.

 

We distribute our films 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. Internationally, our distribution network extends to over 50 countries, such as the United States, the United Kingdom and throughout the Middle East, where we distribute films to Indian expatriate populations, and to Germany, Poland, Russia, Indonesia, Malaysia, Taiwan, Japan, South Korea, China and Arabic speaking countries, where we release Indian films that are subtitled or dubbed in local languages. Through this global distribution network, we distribute Indian entertainment content over the following primary distribution channels — theatrical, television syndication and digital platforms. Our primarily internal distribution network allows us greater control, transparency and flexibility over the regions in which we distribute our films will result in higher profit margins as a result of the direct exploitation of our films without the payment of significant commissions to sub-distributors.

 

Diversified revenue streams and pre-sale strategies mitigate risk and promote cash flow generation.

 

Our business is driven by three major revenue streams:

 

  · theatrical distribution;

 

  · television syndication; and

 

  · digital distribution and ancillary products and services.

 

In fiscal 2013, theatrical distribution accounted for nearly 46% of revenues, and television syndication and digital distribution and ancillary products and services accounted for 35% and 19%, respectively, reflecting our diversified revenue base that reduces our dependence on any single distribution channel. We bundle library titles with new releases to maximize cash flows and we also utilize a pre-sale strategy to mitigate new production project risks by obtaining contractual commitments to recover a portion of our capitalized film costs through the licensing of television, music and other distribution rights prior to a film’s completion. For example, for the four high budget Hindi films that we released in fiscal 2013, we had contractual revenue commitments in place prior to their release that allowed us to recoup between 25% and 77% of our direct production costs for those films. In the case of high budget Tamil films that we released in fiscal 2013, we recouped 100% or more of our direct production costs for each film through contractual commitments prior to the release of those films.

 

In addition, we further seek to reduce risk to our business by building a diverse film slate, with a mix of films by budget, region and genre that reduces our reliance on “hit films.” This broad-based approach also enables us to bundle old and new titles for our television and digital distribution channels in order to generate additional revenues long after a film’s theatrical release period is completed. We believe our multi-pronged approach to exploiting content through theatrical, television syndication and digital channels, our pre-sale strategies and our portfolio approach to content sourcing and exploitation mitigates our dependence on any one revenue stream and promotes cash flow generation.

 

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Strong and experienced management team.

 

Our management team has substantial industry knowledge and expertise, with a majority of our executive officers and executive directors having been involved in the film, media and entertainment industries for 20 or more years and has served as a key driver of our strength in content sourcing. In particular, several members of our management team have established personal relationships with leading talent, production companies, exhibitors and other key participants in the Indian film industry, which have been critical to our success. Through their relationships and expertise, our management team has also built our global distribution network, which has allowed us to effectively exploit our content globally.

 

Our Strategy

 

Our strategy is driven by the scale and variety of our content and the global exploitation of that content through diversified channels. Specifically, we intend to pursue the following strategies:

 

Co-produce, acquire and distribute high quality content to augment our library.

 

We will continue to leverage the longstanding relationships with creative talent, production houses and other key industry participants that we have built since our founding to source a wide variety of content. Our focus will be on investing in future slates comprised of a diverse portfolio mix ranging from high budget global theatrical releases to lower budget movies with targeted audiences. We intend to maintain our focus on high and medium budget films. We also plan to augment our library of over 2,000 films, plus approximately 700 additional films for which we hold digital rights only, with quality content for exploitation through our distribution channels and explore new bundling strategies to monetize existing content.

 

Capitalize on positive industry trends in the Indian market.

 

Propelled by the economic expansion within India and the corresponding increase in consumer discretionary spending, FICCI Report 2013 projects that the dynamic Indian media and entertainment industry will grow at a 15.2% compound annual growth rate, or CAGR, from $12.5 billion in 2012 to $25.3 billion by 2017, and that the Indian film industry will grow from $1.8 billion in 2012 to $3.1 billion in 2017. India is one of the largest film markets in the world. According to FICCI Report 2013, ticket prices in multiplexes increased by 15%-20% in 2012. The average ticket price for multiplexes was $2.56 compared with $0.96 at single screens in 2012.

 

The Indian television market is one of the largest in the world, reaching an estimated 154 million television, or TV, households in 2012, of which over 121 million were cable or satellite households. FICCI Report 2013 projects that the Indian television industry will grow from $5.9 billion in 2012 to $13.5 billion in 2017. The growing size of the TV industry has led television satellite networks to provide an increasing number of channels, resulting in competition for quality feature films for home viewing in order to attract increased advertising and subscription revenues.

 

Broadband and mobile platforms present growing digital avenues to exploit content. According to FICCI Report 2013, the number of internet connections reached 124 million in 2012 and is projected to reach 386 million by 2017. Smartphone usage is expected to rapidly increase from 36 million active internet enabled smartphones in 2012 to 241 million in 2017. The $144 million Indian music industry, of which 70% came from film music in 2011, is projected to grow to $360 million by 2017, although music publishing activities accounted for less than 1% of our fiscal 2013 net revenues. While these projections generally align with management’s expectations for industry growth, there is no guarantee that such future growth will occur.

 

We will take advantage of the opportunities presented by these trends within India to monetize our library and distribute new films through existing and emerging platforms, including by exploring new content options for expanding our digital strategy such as filming exclusive short form content for consumption through emerging channels such as mobile and internet streaming devices.

 

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Further extend the distribution of our content outside of India to new audiences.

 

We currently distribute our content to consumers in more than 50 countries, including markets where there is significant demand for subtitled or dubbed Indian-themed entertainment, such as Europe and Southeast Asia, as well as to markets where there is a significant concentration of South Asian expatriates, such as the Middle East, the United States and the United Kingdom. We intend to promote and distribute our films in additional countries, and further expand in countries where we already distribute, when we believe that demand for Indian filmed entertainment exists or the potential for such demand exists. For example, we have entered into arrangements with local distributors in Taiwan, Japan, South Korea and China to distribute dubbed or subtitled Eros films through theatrical release, television broadcast or DVD release. Additionally, we believe that the general population growth in India experienced over recent years will eventually lead to increasing migration of Indians to other regions, resulting in increased demand for our films internationally.

 

Increase our distribution of content through digital platforms globally.

 

We intend to continue to distribute our content on existing and emerging digital platforms, which includes primarily internet protocol television, or IPTV, video on demand, or VOD, and internet channels. We also have an ad-supported YouTube portal site on Google that hosts an extensive collection of clips of our content and has generated 1.6 billion aggregate views and more than 1.3 million free subscribers. In North America, we have an agreement with International Networks, a subsidiary of Comcast, to provide a subscription video on demand, or SVOD, service called “Bollywood Hits On Demand” that is currently carried on Comcast, Cox Communications, Rogers Communication, Cablevision and Time Warner Cable. In August 2012, we expanded our digital presence with the launch of our on-demand entertainment portal Eros Now, through which we leverage our film and music libraries by providing ad-supported and subscription-based streaming of film and music content via internet-enabled devices. Furthermore, through a collaboration with HBO Asia, two premium television channels, HBO Defined and HBO Hits, were launched on the DISH and Airtel DTH digital platforms in February 2013 and on Hathway and GTPL digital cable platforms in August 2013, with anticipated launches on other DTH and cable platforms during the remainder of the 2014 fiscal year. We are currently generating no revenue from the HBO Asia collaboration and do not anticipate any revenues from this collaboration until fiscal 2015. We expect to provide approximately 110 titles per year, including ten to twelve new release titles or first run films, and a combination of exclusive and non-exclusive library titles, to the two HBO channels to complement Hollywood film and television content from HBO Asia. Both channels are advertising-free and available on standard as well as high definition channels. HBO Asia and Eros will both provide content in the first window after theatrical release to these two channels. We intend to pursue similar models utilizing our extensive film library to gain access to similar partners throughout the world. We believe new offerings and emerging distribution channels such as DTH satellite, VOD, mobile and internet streaming services will also provide us with significant growth opportunities and potentially generate recurring royalty revenues from subscription.

 

Expand our regional Indian content offerings.

 

According to the FICCI Report 2013, regional media production in India is expected to be a growth driver in the Indian film entertainment industry for several years into the future. We will utilize our resources, international reputation and distribution network to continue expanding our non-Hindi content offerings to reach the substantial Indian population whose main language is not Hindi. While Hindi films retain a broad appeal across India, the diversity of languages within India allows us to treat regional language markets as distinct markets where particular regional language films have a strong following. In fiscal 2013, we increased our Tamil global releases to three films, as compared to none in fiscal 2012. In fiscal 2013, two of our six high budget films were Tamil films. In addition to Tamil, we plan to expand our content for selected regional languages such as Marathi, Telegu and Punjabi. We intend to use our existing distribution network across India to distribute regional language films to specific territories. Where opportunities are available and where we have the rights, we also intend to exploit re-make rights to some of our popular Hindi movies to develop profitable non-Hindi language content with proven audience appeal targeted towards these regional audiences.

 

Slate Profile

 

The success of our film distribution business lies in our ability to acquire content. Each year, we focus on the acquisition and distribution of a diverse portfolio of Indian language and themed films that we believe will have a wide audience appeal. In each of the past three fiscal years, we have released over 77 films per year, and for fiscal 2013, our releases included 30 new Hindi films, of which four were high budget films, and 47 Tamil and other regional language films, of which two were Tamil high budget films. In addition, we currently have six high budget films scheduled for release for fiscal 2014.

 

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Our typical annual slate of new releases consists of both Hindi language films as well as films produced specifically for audiences whose main language is not Hindi, primarily Tamil, and to a lesser extent other regional Indian languages. Our most expensive films are generally the 11 to 12 films (mainly Hindi and a few Tamil films) that we release globally each year. Of these Hindi and Tamil films, we generally have three to six high budget films. The remainder of the films (mainly Hindi but also Tamil) included in each annual release slate is built around these high budget films to create a slate that will attract varying segments of the audience, and typically includes five to thirteen medium budget films. The remainder of the slate consists of Hindi, Tamil and other language films of a lower budget.

 

We have maintained our focus on high and medium budget Hindi films because these films typically have better production values and more recognizable stars that typically attract larger theatrical audiences. These high and medium budget films also typically drive higher revenues from television syndication in India. We seek to mitigate the risks associated with these higher budget films through the use of our extensive pre-sale strategies. We have increased our focus on high and medium budget Tamil films for similar reasons. In addition, we can release a Tamil and Hindi film on the same date as they cater to different audiences, which allows us to effectively schedule releases for our film portfolio and to take a greater combined share of the box office on those release dates. Our slate contained three high budget Hindi films in fiscal 2011, five high budget Hindi films in fiscal 2012 and six high budget films in fiscal 2013, of which four were Hindi and two were Tamil.

 

Rentrak reports our 2012 market share as 40% of all theatrically released Indian language films in the United Kingdom, including releases by Ayngaran, our majority-owned subsidiary based on gross collections, and 43% in the United States on the same basis, and from 1980 to 2012 we had the highest market share of all theatrically released Indian language films in the United Kingdom based on gross collections.

 

Hindi Film Content. Our typical annual slate of films is comprised of high or medium budget films in the popular comedy and romance genres, supported by lower budget films.

 

Selected Hindi Releases in six months ended September 30, 2013(a)

 

Film   Cast/Director   Production/
Co-production/
Acquisition
  Genre   Actual Month 
of Release
 
                   
Go Goa Gone   Saif Ali Khan, Kunal Khemu (Raj Nidimoru & Krishna D.K.)   Co-production   Horror comedy   May-13  
                   
Shoot out at Wadala   John Abraham, Anil Kapoor (Sanjay Gupta)   Acquisition (International only)   Action   May-13  
                   
Yeh Jawaani Hai Deewani   Ranbir Kapoor, Deepika Padukone (Ayan Mukerji)   Acquisition
(International only)
  Romance   May-13  
                   
Raanjhanaa   Dhanush, Sonam Kapoor (Anand Rai)   Production   Romance   Jun-13  
                   
Lootera   Ranveer Singh, Sonakshi Sinha (Vikramaditya Motwane)   Acquisition (International only)   Romance   July-13  
                   
Grand Masti   Ritesh Deshmukh, Vivek Oberoi (Indra Kumar)   Acquisition   Comedy   Sep-13  
                   
Phata Poster Nikla Hero   Shalid Kapoor, Ileana D’Cruz (Rajkumar Santoshi)   Acquisition (International only)   Comedy   Sep-13  

_______________

(a) The list of films set forth in the table above is not a complete list of all the films released in the period by us. We released a total of 26 films in the six months ended September 30, 2013.

 

Tamil and Other Regional Film Content. In order to respond to consumer demand for regional films, we have a slate of films produced in languages other than Hindi, such as Tamil, Marathi, Kannada, Telegu and Punjabi.

 

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Our typical annual slate includes between 50 and 90 Tamil films, of which three were global Tamil releases in fiscal 2013 compared to none in fiscal 2012, and two were high budget films, with the rest of the Tamil films being mainly composed of low budget films. Tamil films are predominantly star-driven action or comedy films, which appeal to audiences distinct from audiences for more romance-focused Hindi films. Our Tamil language production, acquisition and distribution activities used to be primarily conducted through our majority owned subsidiary, Ayngaran. We have begun to source, distribute and exploit Tamil films directly. We believe that a Tamil film and a Hindi film can be released simultaneously on the same date without adversely affecting business for either film as each caters to a different audience. For example, we successfully released Son of Sardaar in Hindi and Thuppakki in Tamil on the same festive date of Diwali, November 13, 2012.

 

We believe we can capitalize on the demand for regional films and replicate our success with Tamil films for other distinct regional language films, including Marathi and Punjabi. In addition, the key Indian release dates for films, during school and other holidays, vary by region and therefore the ability to release films on different holidays in various regions, in addition to being able to release films in different regional languages simultaneously, expands the likely periods in which films can be successfully released. We intend to build up our portfolio of films targeting other regional language markets gradually.

 

Selected Major Releases in Fiscal Year Ending March 31, 2014(a)

 

Film   Cast/Director   Co-Production/
Acquisition
  Genre   Anticipated Quarter
of Release
                 
Kochadaiyaan (Tamil)   Rajinikanth, Soundarya R Ashwin (director)   Co-production   Mythological   Q3 FY 2014
                 
Ram Leela   Ranvir Singh, Deepika Padukone, Sanjay Leela Bhansali (director)   Co-production   Romance   Q3 FY 2014
                 
R... Rajkumar   Shahid Kapur, Sonakshi Sinha, Prabhudeva (director)   Co-production   Action/Romance   Q3 FY 2014
                 
Krishh 3   Hrithik Roshan, Priyanka Chopra, Rakesh Roshan (director)   Acquisition (International only)   Action/Drama   Q3 FY 2014
                 
Singh Saheb The Great   Sunny Deol, Anil Sharma (director)   Co-production   Drama   Q3 FY 2014
                 
Happy Ending   Saif Ali Khan, Ileana D Cruz, Raj Nidimoru & D.K. Krishna (directors)   Co-production   Romance/Comedy   Q4 FY 2014
                 
1-Nenokkadine (Telegu)   Mahesh Babu, Sukumar (director)   Co-production   Action/drama   Q4 FY 2014

_______________

  (a) The list of films set forth in the table above is for illustrative purposes only, is not complete and only includes anticipated future releases. Due to the uncertainties involved in the development and production of films, the date of their completion can be significantly delayed, planned talent can change and, in certain circumstances, films can be cancelled or not approved by the Indian Central Board of Film Certification. See “Risk Factors—Risks Relating to Our Business—Our films are required to be certified in India by the Central Board of Film Certification.”

 

Content Development and Sourcing

 

We currently acquire films using two principal methods — by acquiring rights for films produced by others, generally through a license agreement, and by co-producing films with a production house, typically referred to as a banner, that is usually owned by a top Indian actor, director or writer, on a project by project basis. We regularly co-produce and acquire film content from some of the leading banners in India, including Red Chillies Entertainment Private Limited, Illuminati Films, Nadiadwala Grandson Entertainment Pvt. Limited, Excel Entertainment, affiliates of Vinod Chopra Films Private Limited and Alumbra Entertainment Media Private Limited. Regardless of the acquisition method, over the past five years, we have typically obtained exclusive global distribution rights in all media for a minimum period of five to 20 years from the Indian initial theatrical release date, although the term can vary for certain films for which we may only obtain international or only Indian distribution rights, and occasionally soundtrack or other rights are excluded from the rights acquired. On co-produced films, we typically have exclusive distribution rights for at least 20 years, co-own the copyright in such film in perpetuity and, after the exclusive distribution right period, share control over the further exploitation of the film.

 

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We believe producers bring proposed films to us not only because of established relationships, but also because they want to leverage our proven distribution and marketing capabilities. Our in-house creative team also directly develops film ideas and contracts with writers and directors for development purposes. When we originate a film concept internally, we then approach appropriate banners for co-production. Our in-house creative team also participates in the selection of our slate with other members of our management through our analysis focused on the likelihood of the financial success of each project. Our management is extensively involved in the selection of our high budget films in particular. Regardless of whether a film will be acquired or co-produced, we determine the likely value to us of the rights to be acquired for each film based on a variety of factors, including the stars cast, director, composer, script, estimated budget, genre, track record of the production house, our relationship with the talent and historical results from comparable films.

 

Our primary focus is on sourcing a diversified portfolio of films expected to generate commercial success. We generally co-produce our high budget films and acquire rights to more medium and low budget films. Our model of acquiring or co-producing films rather than investing in significant in-house production capability allows us to work on more than one production with key talent simultaneously, since the producer or co-producer takes the lead on the time intensive process of production, allowing us to scale our film slate more effectively. The following table summarizes typical terms included in our acquisition and co-production contracts.

 

    Acquisition   Co-production
Film Cost   Negotiated “market value”   Actual cost of production or capped budget and 10-15% production fee
         
Rights   5-20 years   Exclusive distribution rights for at least 20 years after which Eros shares control over the further exploitation of the film, and co-owned copyright in perpetuity, subject to applicable copyright laws
         
Payment Terms   10-30% upon signature
Balance upon delivery or in installments between signing and delivery
  In accordance with film budget and production schedule
         
Recoupment Waterfall   “Gross” revenues
Less 10-20% Eros distribution fee (% of cost or gross revenues)
Less print, advertising costs (actuals)
Less cost of the film
Net revenues generally shared equally
  Generally same as Acquisition except sometimes Eros also charges interest and/or a production or financing fee for the cost of capital and overhead recharges

 

Where we acquire film rights, we pay a negotiated fee based on our assessment of the expected value to us of the completed film. Although the timing of our payment of the negotiated fee for an acquired film to its producer varies, typically we pay the producer between 10% and 30% of a film’s negotiated acquisition cost upon signing the acquisition agreement, and the remainder upon delivery of the completed film or in installments paid between signing and delivery. In addition to the negotiated fee, the producer usually receives a share of the film’s revenue stream after we recoup a distribution fee on all revenues, the entire negotiated fee and distribution costs, including prints and ads. After we sign an acquisition agreement, we do not exercise any control over the production process, although we do retain complete control over the distribution rights we acquire.

 

For films that we co-produce, in exchange for our commitment to finance typically 100% of the agreed-upon production budget for the film and agreed budget adjustments, we typically share ownership of the intellectual property rights in perpetuity and secure exclusive global distribution rights for all media for at least 20 years. After we recoup our expenses, we and the co-producers share in the proceeds of the exploitation of the intellectual property rights. Pending determination of the actual production cost of the film, we also agree to a pre-determined production fee to compensate the co-producer for his services, which typically ranges from 10%-15% of the total budget. We typically also provide a share of net revenues to our co-producers. Net revenues generally means gross revenues less our distribution fee, distribution cost and the entire amount we have paid as committed financing for production of the film. Our distribution fee varies from co-produced film to co-produced film, but is generally either a continuing 10% to 20% fee on all revenues, or a capped amount that is calculated as a percentage of the committed financing amount for production of the film. In some cases, net revenues also deduct an overhead charge and an amount representing an interest charge on some or all of the committed financing amount. Typically, once we agree with the co-producer on the script, cast and main crew including the director, the budget and expected cash flow through a detailed shooting schedule, the co-producer takes the lead in production and execution. We normally have an Eros executive producer on the film to oversee the project.

 

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We reduce financing risk for both acquired and co-produced films by capping our obligation to pay or advance funds at an agreed-upon amount or budgeted amount. We also frequently reduce financial risk on a film to which we have committed funds by pre-selling rights in that film. Pre-sales give us advance information about likely cash flows from that particular film product, and accelerate cash flow realizable from that product. Our most common pre-sale transactions are the following:

 

  · pre-selling theatrical rights for certain geographic areas, such as theaters outside the main theater circuits in India or certain non-Indian territories, for which we generally get nonrefundable minimum guarantees plus a share of revenues above a specified threshold;

 

  · pre-selling television rights in India, generally by bundling releases in a package that is licensed to satellite television operators for a specified run; and

 

  · pre-selling certain music rights, including for movie soundtracks and ringtones.

 

From time to time we also acquire specific rights to films that have already been released theatrically. We typically do not acquire global all-media rights to such films, but instead license limited rights to distribution channels, like television, audio and home entertainment only, or rights within a certain geographic area. As additional rights to these films become available, we frequently seek to license them as well, and our package of distribution rights in a particular film may therefore vary over time. We work with producers not only to acquire or co-produce new films, but also to license from them other rights they hold that would supplement rights we hold or have previously held related to older films in our library. In certain cases, we may not hold full sequel or re-make rights or may share these rights with our co-producers.

 

Our Film Library

 

We currently own or license rights to films currently comprising over 2,700 titles. Of these titles, over 700 films comprise a library of Kannada films for which we have only digital rights. Our film library has been built up over more than 30 years and includes hits from across that time period, including Devdas, Hum Dil De Chuke Sanam, Lage Raho Munna Bhai and Om Shanti Om. We have acquired most of our film content through fixed term contracts with third parties, which may be subject to expiration or early termination. We own the rights to the rest of our film content as co-producers or, with respect to one film, sole producer of those films. Through such acquisition and co-production arrangements, we seek to acquire rights to at least 70 additional films each year. While we typically hold rights to exploit our content through various distribution channels, including theatrical, television and new media formats, we may not acquire rights to all distribution channels for our films. In particular, we do not own or license the music rights to a majority of the films in our library. We expect to maintain more than half of the rights we presently own through at least 2015.

 

In an effort to reach a wide range of audiences, we maintain rights to a diverse portfolio of films spanning various genres, generations and languages. More than half of our library is comprised of films first released ten or more years ago, including films released as early as the 1940s. We own or license rights to films produced in several regional languages, including Tamil, Kannada, Marathi, Telegu and Punjabi.

 

We treat our new releases as part of our film library one year from the date of their initial theatrical release. We believe our extensive film library provides us with unique opportunities for content exploitation, such as our dedicated Eros content channel carried by various cable companies outside India. Our extensive film library provides us with a reliable source of recurring cash flow after the theatrical release period for a film has ended. In addition, because our film library is large and diversified, we believe that we can more effectively leverage our library in many circumstances by licensing not just single films but multiple films.

 

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A summary of certain key features of our film library rights as of September 30, 2013 follows below.

 

    Hindi Films   Regional Language Films
(excluding Kannada films)
  Kannada Films
Approximate Percentage of Total Library   23%   53%   24%
             
Approximate Percentage of
Co-Production Films
  1%   Less than 1%   Less than 1%
             
Minimum Remaining Term of Exclusive Distribution Rights for Co-Production   ·   2015 or earlier: 11%
·   2016-2020: 8%
  Perpetual rights, subject to applicable copyright law   Not applicable
Films (approximate percentage of rights expiring at the earliest in the periods indicated)  

·   2021-2025: 0%
·   2026-2030: 0%
·   2031-2045: 6%

·   Perpetual rights, subject to applicable copyright law limitations: 75%

  limitations: 100%    
             
Remaining Term of Exclusive Distribution Rights for Acquisitions (approximate percentage of rights expiring earliest in the periods indicated)  

·   2015 or earlier: 18%
·   2016-2020: 31%
·   2021-2025: 29%
·   2026-2030: 3%
·   2031-2045: 3%

·   Perpetual rights, subject to applicable copyright law limitations: 16%

 

·   2015 or earlier: 2%
·   2016-2020: 3%
·   2021-2025: 20%
·   2026-2030: 0%
·   2031-2045: 1%

·   Perpetual rights, subject to applicable copyright law limitations: 74%

  Perpetual rights, subject to applicable copyright law limitations: 100%
             
Date of First Release (by Eros or prior rights owner)   1943-2013   1958-2013   *
             
Rights in Major Distribution Channels   Theatrical: 63%
Television syndication:
63%
Digital: 63%
  Theatrical: 52%
Television syndication:
73%
Digital: 60%
  Digital: 100%
             
Music Rights (approximate percentage of films)   58%   24%   0%
             
Production Years (approximate percentage of films produced in the periods indicated)   1943-1965: 2%
1966-1990: 6%
1991-2013: 92%
  1943-1965: 0%
1966-1990: 2%
1991-2013: 98%
  *

_______________

(*) Our Kannada digital rights library was acquired in September 2010, subsequent to the production and date of first release for these films, and consequently this information is not in our records.

 

“High budget” films refer to Hindi films with direct production costs in excess of $8.5 million and Tamil films with direct production costs in excess of $7.0 million, in each case translated at the historical average exchange rate for the applicable fiscal year. “Low budget” films refer to both Hindi and Tamil films with less than $1.0 million in direct production costs, in each case translated at the historical average exchange rate for the applicable fiscal year. “Medium budget” films refer to Hindi and Tamil films within the remaining range of direct production costs.

 

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Distribution Network and Channels

 

We distribute film content primarily through the following distribution channels:

 

  · theatrical, which includes multiplex chains and stand-alone theaters;

 

  · television syndication, which includes satellite television broadcasting, cable television and terrestrial television; and

 

  · digital, which primarily includes IPTV, VOD and internet channels.

 

We generally monetize each new film we release through an initial 12 month revenue cycle commencing after the film’s theatrical release date. Thereafter, the film becomes part of our film library where we seek to continue to monetize the content through various platforms. The diagram below illustrates a typical distribution timeline through the first twelve months following theatrical release of one of our films.

 

Film release first cycle timeline

 

 

We currently acquire films both for global distribution, which includes the Indian domestic market as well as international markets and for international distribution only. Certain information regarding our initial distribution rights to films initially released in the three fiscal years ended March 31, 2013 and the in the six months ended September 30, 2013 and 2012 is set forth below:

 

    Six months ended
September 30,
  Year ended
March  31,
    2013   2012   2013   2012   2011
    (number of films)            
Global (India and International)                                        
Hindi films     5       8       16       11       10  
Regional films (excluding Tamil films)     1       2       3       2       3  
Tamil films     5       1       3       —         1  
International Only                                        
Hindi films     6       —         14       16       6  
Regional films (excluding Tamil films)     —         —         —         1       —    
Tamil films     9       28       38       46       57  
India Only                                        
Hindi films     —         —         —         —         —    
Regional films (excluding Tamil films)     —         —         —         —         —    
Tamil films     —         3       3       1       —    
Total     26       42       77       77       77  

 

We distribute content in over 50 countries through our own offices located in key strategic locations across the globe, including separate offices maintained by Ayngaran for distribution of Tamil films that we do not distribute directly, and through our distribution partners. In response to Indian cinema’s continued growth in popularity across the world, especially in non-English speaking markets, including Germany, Poland, Russia, Southeast Asia and Arabic speaking countries, we offer dubbed and/or subtitled content in over 25 different languages. In addition to our internal distribution resources, our global distribution network includes relationships with distribution partners, sub-distributors, producers, directors and prominent figures within the Indian film industry and distribution arena.

 

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Theatrical Distribution and Marketing

 

Indian Theatrical Distribution. The Indian theatrical market is comprised of both multiplex and single screen theaters that utilize both prints and in some cases, digital formats and is divided into six circuits. We distribute our content in all of the circuits through our internal distribution offices in Mumbai, Delhi and Punjab or through sub-distributors in other circuits. Our primarily internal distribution network allows us greater control, transparency and flexibility over the core regions in which we distribute our films, and allows us to retain a greater portion of revenues per picture as a result of direct exploitation instead of using sub-distributors, which requires the payment of additional fees or commissions.

 

The largest number of screens in India that we book for a particular film will be booked for the first week of theatrical release, because a substantial portion of box office revenues are collected in the first week of a film’s theatrical exhibition. We entered into agreements with certain key multiplex operators to share net box office collections for our theatrical releases with the exhibitor for a predetermined fee of 50% of net box office collections for the first week, after which the split decreases over time. These agreements expired in June 2011, and we now enter into agreements on a film-by-film and exhibitor-by-exhibitor basis instead of entering into long-term agreements. To date, our film-by-film agreements have been on terms that are no less favorable than the terms of the prior settlement agreements; however, we cannot guarantee such terms can always be obtained. For highly anticipated new releases, we typically also receive an advance payment from multiplex operators which is credited against the predetermined fee, and we typically obtain non-refundable minimum guarantees from single screen exhibitors and agree to a revenue sharing arrangements above the minimum guarantee.

 

The broad theatrical distribution during the first week after initial release of a film requires that a significant number of prints be made available at the outset of the theatrical run. As the Indian film industry is moving towards digital film distribution, we are increasing our focus on this opportunity which we anticipate will continue to reduce our distribution and print production costs. In India, the cost of distributing a digital film print is lower than the cost of distributing a digital film print in the United States. The cost of producing a digital film print is lower than the cost of producing a physical film print. Utilization of digital film media also provides additional protection against unauthorized copying, which enables us to capture incremental revenue that we believe are at risk of loss through content piracy.

 

Pursuant to the Cinematograph Act, Indian films must be certified for adult viewing or general viewing by the Central Board of Film Certification, or CBFC, which looks at factors such as the interest of sovereignty, integrity and security of India, friendly relations with foreign states, public order and morality. Obtaining a desired certification may require us to modify the title, content, characters, storylines, themes or concepts of a given film.

 

Theatrical Distribution Outside India. Outside India, we distribute our films theatrically through our offices in Dubai, Singapore, the U.S., the United Kingdom, Australia and Fiji and through sub-distributors. In our international markets, instead of focusing on wide releases, we select a smaller number of theaters that play films targeted at the expatriate South Asian population or the growing international audiences for Indian films. We generally theatrically release subtitled versions of our films internationally on the release date in India, and dubbed versions of films in countries outside India 12-24 weeks after their initial theatrical release in India.

 

Marketing. The pre-release marketing of a film is an integral part of our theatrical distribution strategy. Our marketing team creates marketing campaigns tailored to market and movie, utilizing print, brand tie-ups, music pre-releases, outdoor advertising and online advertising to generate momentum for the release of a film. We generally begin print media public relations as soon as a film commences shooting, with full marketing efforts commencing two to three months in advance of a film’s release date, starting with a theatrical trailer for the film promoted as part of another film currently playing in theaters. In addition, usually between six to eight weeks before the initial Indian theatrical release date, we separately release clips from the films featuring musical numbers. Those clips and the accompanying music tracks are separately available for purchase and add to consumer awareness and anticipation of the upcoming film release. We also maintain a Facebook page, which supplies background detail, chat opportunities and photos of upcoming films as well as links to our YouTube content.

 

We also use promotional agreements and integrated television marketing to subsidize marketing costs and expand our marketing reach. We partner with leading consumer companies in India which support our marketing campaigns in exchange for including their brands in promotional billboards, print ads and other marketing materials for our new film releases. Our marketing teams also work with our film stars to coordinate promotional appearances on popular television programming, timed to coincide with the marketing period for upcoming theatrical releases.

 

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Our marketing efforts are primarily managed by employees located in offices across India or in one of our international offices in Dubai, Singapore, the U.S., the United Kingdom, Australia and Fiji. Occasionally, sub-distributors manage marketing efforts in regions that do not have a dedicated Eros or Ayngaran marketing team, using the creative aspects developed by us for our marketing campaigns. Managing marketing locally permits us to more easily identify appropriate local advertising channels and results in more effective and efficient marketing.

 

Television Distribution

 

India Distribution. We believe that the increasing television audience in India creates new opportunities for us to license our film content, and expands audience recognition of the Eros name and film products. We license Indian film content (usually a combination of new releases and existing films in our library), to satellite television broadcasters operating in India under agreements that generally allow them to telecast a film over a stated period of time in exchange for a specified license fee. We have, directly or indirectly, licensed content for major Indian television channels such as Sony, the Star Network and Zee TV. There are several models for satellite television syndication in India. In the “syndication model,” a group of channels share the broadcast of a specified set of films between them in a certain order and pay us separate license fees. In the alternative “licensing model,” which is currently the predominant model in India, we grant an exclusive license in favor of one particular channel for broadcast on its channels for a specified period of time. In fiscal 2012, we negotiated terms with Sahara One Media and Entertainment Limited for broadcast on their general entertainment channel that entitle us to additional license fees based on box office performance, over and above the minimum guarantee license fee. Regardless of the model, following the first cycle license period, we seek to continue to license the content for the subsequent cycles.

 

Television pre-sales in India are an important factor in enhancing revenue predictability for our business. Where we do pre-sales, we negotiate a set license fee which is payable over time with the last payment due on delivery of the film. For example, for the four high budget Hindi films that we released in fiscal 2013, we had contractual revenue commitments in place prior to their release that allowed us to recoup between 25% and 77% of our direct production costs for those films. In the case of high budget Tamil films that we released in fiscal 2013, we recouped 100% of our direct production costs through contractual commitments prior to the release of those films. From time to time, we also sell television syndication rights indirectly through companies that aggregate television rights for resale. While a large part of our revenues came from such licensing of television rights through aggregators in fiscal 2011 and fiscal 2012 such as Dhrishti Creations Private Limited, in 2013 we moved away from using aggregators and entered into a licensing transaction with Viacom 18 Media Private Limited that covered a number of new, forthcoming and library titles and also entered into an agreement with Zee TV. Some of the releases up to the six months ended September 30, 2013 were also covered under the Viacom transaction and delivered when those films were released, demonstrating the strength of our pre-sales strategy.

 

Our content is typically released on satellite television three to six months after the initial theatrical release. In India there are currently six direct to home, or DTH, providers. The new release films that we will offer to HBO Defined and HBO Hits as part of our collaboration with HBO Asia will be provided in the first window after theatrical release. We have offered some of our films through DTH service providers, but we have also licensed these rights with the satellite TV rights to satellite channel providers. As the number of DTH subscribers increase in India, we anticipate that we will have an opportunity to license directly for DTH exploitation. We have also provided content to regional cable operators. Although DTH distribution is still relatively small in India, with Indian telecom networks and DTH platforms expanding their services, we are beginning to see an increased interest for video on demand in India. We also sub-license some of our films for broadcast on Doordarshan, the sole terrestrial television broadcast network, which is government owned. The Indian cable system is currently highly fragmented and predominantly an analog platform, although there are companies that are leading the cable digitization and consolidation such as DEN and Hathway. While local cable operators are unwilling and unable to pay standard licensing rates for our content, and cable television licensing has not been a material source of revenue for us, we are beginning to see early signs of growth in cable television licensing. We believe that as the cable industry migrates towards digital technology and moves toward consolidation, cable television licensing will represent a more significant revenue stream for our business.

 

International Distribution. Outside of India, we license Indian film content for broadcasting on major channels and platforms around the world, such as Channel 4 and SBS Australia. We also license dubbed content to Europe, Arabic-speaking countries and in Southeast Asia and other parts of the world. Often such licenses include not just new releases, but films grouped around the same star, director or genre. International pre-sales of television, music and other distribution rights are a significant component of our overall pre-sale strategy. We believe that our international distribution capabilities and large library of content enable us to generate a larger portion of our revenue through international distribution than the film entertainment industry average in India as reported by the FICCI Report 2013.

 

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Digital Distribution

 

In addition to our theatrical and television distribution networks, we have a global network for the digital distribution of our content, which consists of full length films, music, music videos, clips and other video content. Through our digital distribution channel we distribute content primarily in IPTV, VOD (including SVOD and DTH) and online internet channels. Our film content is distributed in original language, subtitled into local languages or dubbed, in each case as driven by consumer or regional market preferences. With our large library of content and slate of new releases, we have sought to capitalize on changes in consumer demand through early adoption of new formats and services, which we believe enables us to generate a larger portion of our revenue through digital distribution than the film entertainment industry average in India as reported by the FICCI Report 2013.

 

With a significant portion of the Indian and international population rapidly moving toward digital technology, we are increasing our focus on providing on demand services, although the platforms and strategies differ by region. Under current Indian law, the Indian cable providers will be required to transfer from analog to digital formats by December 31, 2014. Outside of India, there is a proliferation of cable, satellite and internet services that we supply. In addition, with the proliferation of internet users, we are increasing our online distribution presence as well. These platforms enable us to continue to monetize a film in our library long after its theatrical release period has ended. In addition, the speed, ease of availability and prices of digital film distribution diminish incentives for unauthorized copying and content piracy.

 

In North America, we have an agreement with International Networks, a subsidiary of Comcast, to provide a SVOD service called “Bollywood Hits On Demand.” The service is now carried on Comcast, Cox Communications, Rogers Communication, Cablevision and Time Warner Cable. We provide all programming for this film and music channel, and we share revenues with the cable provider. We also provide content to other VOD service providers, including Pan Universe International and Efacet Enterprises Limited.

 

We currently supply internet streaming ad-supported sites such as our Eros channel on YouTube with short form film and audio visual content and our own www.erosentertainment.com website. On YouTube, where we have exceeded 1.6 billion views to date since our launch in 2007 and have over 1.3 million free subscribers, we sell banner and pre-roll advertisements, and share these advertising revenues with Google.

 

In order to capitalize on emerging trends like growing Internet usage, increased broadband internet penetration and availability of faster 3G/4G mobile networks, in August 2012, we launched Eros Now, our on-demand entertainment portal accessible via internet-enabled devices, with a limited number of movies and music videos. We expect that Eros Now, which is already accessible via tablets such as the iPad and Android devices, will eventually include our full film library. We expect Eros Now to be supported by both advertising and subscription revenues. Fees from advertisers will support the website’s free content, while the premium plan will be a subscription, fee-based service. The premium service will allow subscribers greater access to ad-free media content from multiple devices in addition to playback options. We believe that Eros Now will serve as a platform to further exploit our extensive library content, as well as increase the depth and penetration of our user base. In the future, we believe the combination of this digital distribution platform, coupled with our film library, will offer a comprehensive and attractive outlet for advertisers.

 

Physical and Other Distribution

 

We also distribute globally our film content through physical formats (DVDs and Video Compact Discs, or VCDs), in hotels and on airlines, and for use on mobile networks. We distribute and license content on physical media throughout the world, including on Blu-ray and DVDs, and in India on VCD and DVD. In India, and to service South Asian consumers internationally, we distribute to major retail chains (such as Planet-M) and internet platforms such as Amazon, as well as supplying local wholesalers and retailers. We also license content to third party distributors internationally to provide content dubbed into local languages for consumption by non-South Asian audiences. We also have direct sales to corporate customers, primarily in India, who bundle our DVDs or VCDs with their own products for promotional purposes. This aspect of our business works on a volume basis, with the low margins being offset by large confirmed orders. We have provided content for various mobile platforms such as Singtel and Shotformats Digital Productions.

 

Music

 

Music is integral to our films, and when we obtain global, all-media rights in our acquired or co-produced films music rights typically are included. Film music rights are often marketed and monetized separate from the underlying film, both before and after the release of the related films. In addition, we act as a music publisher for third party owned music rights within India. Through our internal resources and network of licensees, we are able to provide our consumers with music content directly, through third party platforms or through licensing deals. The content is primarily taken from our film content and the revenues are derived from mobile rights, MP3 tracks, sold via third party platforms such as iTunes and Rhapsody as well as streaming services such as Spotify and Rdio, digital streaming, physical CDs and publishing/master rights licensing.

 

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We also exploit the music publishing and master rights we own, which involves directly licensing songs to radio and television channels in India, synchronizing of music content to film, television and advertisers globally, as well as receiving royalties from public performance of these songs when they are played at public events. Ancillary revenues from public performances in India are collected and paid over to us through Phonographic Performance Limited and The Indian Performing Rights Society, which monitor, collect and distribute royalties to their members.

 

LMB Holdings Limited —“B4U”

 

As of September 30, 2013, we owned approximately 24% of B4U. We have no board representation, no involvement in policy decision making, we do not provide input in respect to technical know-how and have no material contract with B4U. As a result we do not exercise significant influence over it. B4U is a global television network that provides Indian programming across two digital television channels, B4U Music and B4U Movies. B4U is available in many countries around the world including India, the US, UK, Canada, countries in the Middle East and Africa.

 

Valuable Technologies Limited

 

As of September 30, 2013, we owned 7.21% of Valuable Technologies Limited, or Valuable. Valuable manages and operates a number of companies in the media and entertainment, technology and infrastructure industries, including UFO Moviez, a digital cinema network in India; Boxtech, a division that provides technology backed service support for digital movie rentals; and ImPACT, a settlement platform for computerized theatrical ticketing and sales data.

 

Intellectual Property

 

As our revenue is primarily generated from commercial exploitation of our films and related content, our intellectual property rights are a critical component of our business. Unauthorized use of intellectual property, particularly piracy of DVDs and CDs, is widespread in India and other countries, and the mechanisms for protecting intellectual property rights in India and such other countries are not as effective as those of the United States and certain other countries. We participate directly and through industry organizations in actions against persons who have illegally pirated our content, and we also deal with piracy by promoting a film to ensure maximum revenues early in its release and shortening the period between the theatrical release of a film and its legitimate availability on DVD and VCD. This is supported by the trend in the Indian market for a significant percentage of a film’s box office receipts to be generated in the first few weeks after release.

 

The Indian Copyright Act, 1957, or the Copyright Act provides for registration of copyrights, transfer of ownership and licensing of copyrights and infringement of copyrights and remedies available in that respect. The Copyright Act affords copyright protection to cinematographic films and sound recordings. For cinematographic films, copyright is granted for a certain period of time, usually for a period of 60 years from the beginning of the calendar year following the year in which such film is published, subsequent to which the work falls in the public domain and any act of reproduction of the work by any person other than the author would not amount to infringement. Following the issuance of the International Copyright Order, 1999, subject to certain conditions and exceptions, certain provisions of the Copyright Act apply to nationals of all member states of the World Trade Organization, the Berne Convention and the Universal Copyright Convention.

 

The Parliament of India is considering the (Indian) Copyright (Amendment) Bill, 2010 or the Copyright Amendment Bill. The amendments proposed to the Copyright Act through the Copyright Amendment Bill include allowing authors of literary and musical works (which may be included as part of a cinematograph film) to retain the right to receive royalty for the utilization of such work (other than as part of the cinematograph film).

 

Although the state governments in India serve as the enforcing authorities of the Copyright Act, the Indian government serves an advisory role in assisting with enforcement of anti-piracy measures. In December 2009, the Union Information & Broadcasting Ministry established a task force to recommend measures to combat film, video and cable piracy, which submitted recommendations in September 2010, including:

 

  · as a condition to licenses being granted to theaters and multiplexes by district authorities, theater and multiplex operators should be required to prohibit viewers from carrying a cam-cording device inside the theater;

 

  · encouraging state governments to enact legislation providing for preventive detention of video and audio pirates and bring video pirates under the Goonda Act; and

 

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  · undertaking measures to ensure high fidelity in genuine DVDs to discourage the public from buying pirated versions.

 

However, these are recommendations of the task force, and there can be no assurance that any of these recommendations will be accepted and become binding law or regulation in a timely manner, or at all.

 

While copyright registration is not a prerequisite for acquiring or enforcing such rights, registration creates a presumption favoring the ownership of the right by the registered owner. Registration may expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Neither we nor our Indian subsidiaries currently have any registered copyrights in India. The registration of certain types of trademark is prohibited, including where the property sought to be registered is not distinctive.

 

We use a number of trademarks in our business, all of which are owned by our subsidiaries. Our Indian subsidiaries currently own over 50 Indian registered trademarks and domain names, which are used in their business, including the registered trademark “Eros,” “Eros International,” “Eros Music,” and “B on Demand.” However, we have not yet received Indian trademark registration for certain of our trademarks used in India. A majority of these registrations, and certain applications for registrations, are in the name of our subsidiaries Eros India, Eros Films or Eros Digital Private Limited, with whom we have an informal arrangement with respect to the use of such trademarks. The registration of any trademark in India is a time-consuming process, and there can be no assurance that any such registration will be granted.

 

The Indian Trade Marks Act, 1999, or the Trademarks Act, governs the registration, acquisition, transfer and infringement of trademarks and remedies available to a registered proprietor or user of a trademark. The registration of a trademark is valid for a period of ten years but can be renewed in accordance with the specified procedure.

 

Until recently, to obtain registration of a trademark in multiple countries, an applicant was required to make separate applications in different languages and disburse different fees in the respective countries. However, the Madrid Protocol enables nationals of member countries, including India, to secure protection of trademarks by filing a single application with one fee and in one language in their country of origin. The Trademarks Act was amended by the Trade Marks (Amendment) Act 2010, or the Trademarks Amendment Act. The Trademarks Amendment Act will come into force on such date that the Central Government in India may appoint by notification in the official gazette. As of the date of this prospectus, the Trademarks Amendment Act has not been notified. The Trademarks Amendment Act empowers the Registrar of Trade Marks to deal with international applications originating from India as well as those received from the International Bureau and to maintain a record of international registrations. This amendment also removes the discretion of the registrar to extend the time for filing a notice of opposition of published applications and provides for a uniform time limit of four months in all cases. Further, it simplifies the law relating to transfer of ownership of trademarks by assignment or transmission and brings the law generally in line with international practice. Pursuant to the Madrid Protocol and the Trademarks Act, we have obtained trademarks in Egypt, the European Community, United Arab Emirates, Australia and the United States.

 

The remedies available in the event of infringement under the Copyright Act and the Trademarks Act include civil proceedings for damages, account of profits, injunction and the delivery of the infringing materials to the owner of the right, as well as criminal remedies including imprisonment of the accused and the imposition of fines and seizure of infringing materials.

 

Competition

 

The Indian film industry’s rapid growth is changing the competitive landscape. We believe we were one of the first companies in India to create an integrated business of sourcing new Indian film content through co-productions and acquisitions while building a valuable library of rights in existing content and also distributing Indian film content globally across formats. Some of our direct competitors, such as UTV Motion Pictures, Reliance Entertainment and Viacom Studio 18, have moved toward similar models in addition to their other business lines within the Indian entertainment industry. We also face competition from the direct or indirect presence in India of significant global media companies, including the major Hollywood studios. The Walt Disney Company, or Disney, has acquired UTV and Viacom has ownership interests in Viacom Studio 18, while other Hollywood studios, such as Warner, News Corporation and Sony, have established local operations in India for film distribution, and have released a limited number of Indian films. Our primary competitors for Indian film content in the markets outside of India are UTV, Reliance Entertainment and Viacom Studio 18. We believe our experience and understanding of the Indian film market positions us well to compete with new and existing entrants to the Indian media and entertainment sector. Rentrak reports our 2012 market share as 40% of all theatrically released Indian language films in the United Kingdom, including releases by Ayngaran, our majority-owned subsidiary, based on gross collections, and 43% in the United States on the same basis, and from 1980 to 2012 we had the highest market share of all theatrically released Indian language films in the United Kingdom based on gross collections. Competition within the industry is based on relationships, distribution capabilities, reputation for quality and brand recognition.

 

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Properties

 

Our properties consist primarily of studios, office facilities, warehouses and distribution offices, most of which are located in Mumbai, India. We own our corporate and registered offices in Mumbai and rent our remaining properties in India. Five of these leased properties are owned by members of the Lulla family. The leases with the Lulla family were entered into at what we believe were market rates. See “Certain Relationships and Related Party Transactions” and “Risk Factors—Risks Related to Our Business—We have entered into certain related party transactions and may continue to rely on our founders for certain key development and support activities.” We also own or lease four properties in the United Kingdom, the United States and Dubai in connection with our international operations outside of India. There are no major encumbrances on any of our properties, and we currently do not have any significant plans to construct new properties or expand or improve our existing properties.

 

The following table provides detail regarding our properties in India and globally.

 

Location   Size   Primary Use   Leased Owned
Mumbai, India   13,992 sq. ft.   Corporate Office   Owned
Mumbai, India   2,750 sq. ft.   Studio Premises   Leased(1)
Mumbai, India   8,094 sq. ft.   Executive Accommodation   Leased(1)
Mumbai, India   120 sq. ft.   Film Negatives Warehouse   Leased
Mumbai, India   120 sq. ft.   Film Prints Warehouse   Leased
Mumbai, India   2,750 sq. ft.   Corporate   Owned
Delhi, India   2200 sq. ft.   Film Distribution Office   Leased
Punjab, India   437.5 sq. ft.   Film Distribution Office   Leased
Mumbai, India   2926 sq. ft.   DVD warehouse   Leased
Dubai, United Arab Emirates   536 sq. ft.   Corporate Office   Leased
Secaucus, New Jersey, U.S.   10,000 sq. ft.   Corporate Office   Leased(1)
London, England   7,549 sq. ft.   DVD Warehouse   Owned
London, England   4,506 sq. ft.   Corporate Office   Leased(1)

_______________

(1) Leased directly or indirectly from a member of the Lulla family.

 

Employees and Employer Relations

 

As of September 30, 2013, we had 259 employees, with 194 employed by Eros India and based in India, 28 by Ayngaran and its subsidiaries and based in India and the United Kingdom, and the remainder employed by our international subsidiaries. All are full time employees. In the last three years, the only significant change in the number of our employees was a result of the closing of EyeQube's visual special effects studio with effect from August 31, 2012. EyeQube has had no employees for its business activities since September 1, 2012.

 

Litigation

 

From time to time, we and our subsidiaries are involved in various lawsuits and legal proceedings that arise in the ordinary course of business. The following discussion summarizes examples of such matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 

In December 2009, the Director General of the Competition Commission of India, or the CCI, issued a report alleging formation of a cartel in contravention of the Competition Act by, among others, Mr. Sunil Lulla and our Chief Executive Officer, Ms. Jyoti Deshpande and Mr. Nandu Ahuja, on account of their participation at certain media meetings in Mumbai in March through April 2009 during a deadlock between film producers/distributors and multiplex owners over revenue-sharing. In May 2011, the CCI issued an order directing Mr. Lulla, Ms. Deshpande and Mr. Ahuja subsequently, to refrain from indulging in anticompetitive practices in the future and to provide an undertaking to the effect, and imposing a penalty of $1,522 on each of them. The CCI has also directed the Secretary of the CCI to initiate proceedings under the Competition Act against Mr. Lulla, Ms. Deshpande and Mr. Ahuja for alleged failure to cooperate in the course of enquiries. In July 2011, Mr. Lulla, Ms. Deshpande and Mr. Ahuja filed three separate appeals before the Competition Appellate Tribunal challenging this order. The Competition Appellate Tribunal issued an order on July 28, 2011 granting interim stay on realization of the penalty imposed and on the direction to provide an undertaking. In October 2011, the CCI imposed a penalty of $472 against Mr. Lulla, Ms. Deshpande and Mr. Ahuja, on account of their failure to cooperate with certain inquiries, each of whom filed separate appeals challenging this order. The Competition Appellate Tribunal, by an order passed in July 2013, dismissed these appeals. The Company has supported these individuals in contesting these proceedings.

 

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In September 2010, Eros India filed two separate suits before the CCI against certain Indian film industry organizations requesting injunctive relief to restrict the organizations from acting in a cartel-like manner and enforcing anti-competitive rules and agreements so that Eros India’s forthcoming films in certain territories in India would be exhibited and distributed without restriction. In February 2012, the CCI issued two separate orders directing certain Indian film industry organizations to refrain from indulging in such anticompetitive practices and imposed a penalty on the associations. Subsequently, these organizations filed appeals before the Competition Appellate Tribunal challenging the orders passed by the CCI. The Competition Appellate Tribunal dismissed the appeals in May 2013. Subsequently, the organizations filed a special leave petition before the Supreme Court of India challenging the order of the Competition Appellate Tribunal, which is pending.

 

Eros India and its subsidiaries are involved in ordinary course government tax audits and assessments, which typically include assessment orders for previous tax years including on account of disallowance of certain claimed deductions.

 

Eros is also named in various lawsuits challenging its ownership of some of its intellectual property or its ability to distribute these films in India. A number of these lawsuits seek injunctive relief restraining Eros from releasing or otherwise exploiting various films, including Toonpur ka Superhero, Om Shanti Om, Anjaana Anjaani, Kochadaiiyaan and Bhoot Returns. While the lawsuits continue, the films have all been released.

 

Unlike in the United States, in India, private citizens are permitted to initiate criminal complaints against companies and other individuals. Eros and certain executives have been named in certain criminal complaints from time to time. If, as a result of such complaints, criminal proceedings are initiated by the relevant authorities in India and the Company or any of its executives are found guilty in such criminal proceedings, our executives could be subject to imprisonment as well as monetary penalties. We believe the claims brought to date are without merit and we intend to defend them vigorously.

 

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REGULATION

 

The following description is a summary of various sector-specific laws and regulations applicable to Eros.

 

Material Isle of Man Regulations

 

Companies Regime

 

The Isle of Man is an internally self-governing dependent territory of the British Crown. It is politically and constitutionally separate from the United Kingdom and has its own legal system and jurisprudence based on English common law principles.

 

Isle of Man company law is largely based on that of England and Wales. There are two separate codes of company law, embodied in the Companies Acts of 1931-2004 (commonly referred to as the 1931 Act as the principal Act is the Companies Act 1931) and the Companies Act 2006 (commonly referred to as the 2006 Act), respectively. Our company was incorporated on March 31, 2006 under the 1931 Act. Effective September 29, 2011, it re-registered as a company incorporated under the 2006 Act.

 

The 2006 Act updates and modernizes Isle of Man company law by introducing a new simplified corporate vehicle into Isle of Man law. The new corporate vehicle follows the international business company model available in a number of other jurisdictions. Companies incorporated or re-registered under the 2006 Act are governed solely by its provisions and, except in relation to liquidation and receivership, are not subject to the provisions of the 1931 Act.

 

The following are some of the key characteristics of companies incorporated under the 2006 Act:

 

Share Capital

 

Under the 2006 Act, there is no longer the concept of authorized capital. Therefore, shares may be issued with or without par value.

 

Dividends, Redemptions and Buy-Backs

 

Subject to compliance with the memorandum and articles of association, the 2006 Act allows a company to declare and pay dividends, and to purchase, redeem or otherwise acquire its own shares subject only to meeting a solvency test set out in the 2006 Act. A company satisfies the solvency test if it is able to pay its debts as they become due in the normal course of business and where the value of the company’s assets exceeds the value of its liabilities.

 

Capacity and Powers

 

Companies incorporated under the 2006 Act have separate legal personality and perpetual existence. In addition, such companies have unlimited capacity to carry on or undertake any business or activity; this is so regardless of corporate benefit and regardless of whether or not it is in the best interests of the company to do so. The 2006 Act specifically states that no corporate act is beyond the capacity of a company incorporated under the 2006 Act by reason only of the fact that the relevant company has purported to restrict its capacity in any way in its memorandum or articles or otherwise. A person who deals in good faith with a company incorporated under the 2006 Act is entitled to assume that the directors of the company are acting without limitation.

 

Miscellaneous

 

In addition to the foregoing, the following other points should be noted in relation to companies incorporated under the 2006 Act:

 

  (a) there are no prohibitions in relation to the company providing financial assistance for the purchase of its own shares;

 

  (b) there is no differentiation between public and private companies, but a company may adopt a name ending in the words “Public Limited Company” or “public limited company” or the abbreviation “PLC” or “plc”;

 

  (c) there are simple share offering/prospectus requirements;

 

  (d) there are reduced compulsory registry filings;

 

  (e) the statutory accounting requirements are simplified; and

 

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  (f) the 2006 Act allows a company to indemnify and purchase professional indemnity insurance for its directors.

 

Shareholders should note that the above list is not exhaustive.

 

Exchange Controls

 

No foreign exchange control regulations are in existence in the Isle of Man in relation to the exchange or remittance of sterling or any other currency from the Isle of Man and no authorizations, approvals or consents will be required from any authority in the Isle of Man in relation to the exchange and remittance of sterling and any other currency whether awarded by reason of a judgment or otherwise falling due and having been paid in the Isle of Man.

 

Material Indian Regulations

 

We are subject to other Indian and international regulations which may impact our business. In particular, the following regulations have a significant impact on our business.

 

Notification of Industry Status

 

The Indian film industry was conferred industry status by a press release issued by the MIB on May 10, 1998.

 

Film Certification

 

The Cinematograph Act authorizes the CBFC, in accordance with the Cinematograph (Certification) Rules, 1983, or the Certification Rules, for sanctioning films for public exhibition in India. Under the Certification Rules, the producer of a film is required to apply in the specified format for certification of such film, with the prescribed fee. The film is examined by an examining committee, which determines whether the film:

 

  · is suitable for unrestricted public exhibition;

 

  · is suitable for unrestricted public exhibition, with a caution that the question as to whether any child below the age of 12 years may be allowed to see the film should be considered by the parents or guardian of such child;

 

  · is suitable for public exhibition restricted to adults;

 

  · is suitable for public exhibition restricted to members of any profession or any class of persons having regard to the nature, content and theme of the film;

 

  · is suitable for certification in terms of the above if a specified portion or portions be excised or modified therefrom; or

 

  · that the film is not suitable for unrestricted or restricted public exhibitions, or that the film be refused a certificate.

 

A film will not be certified for public exhibition if, in the opinion of the CBFC, the film or any part of it is against the interests of the sovereignty, integrity or security of India, friendly relations with foreign states, public order, decency or morality, or involves defamation or contempt of court or is likely to incite the commission of any offence. Any applicant, if aggrieved by any order of the CBFC either refusing to grant a certificate or granting a certificate that restricts exhibition to certain persons only, may appeal to the Film Certification Appellate Tribunal constituted by the Central Government in India under the Cinematograph Act.

 

A certificate granted or an order refusing to grant a certificate in respect of any film is published in the Official Gazette of India and is valid throughout India for ten years from the date of grant. Films certified for public exhibition may be re-examined by the CBFC if any complaint is received. Pursuant to grant of a certificate, film advertisements must indicate that the film has been certified for such public exhibition.

 

The Central Government in India may issue directions to licensees of cinemas generally or to any licensee in particular for the purpose of regulating the exhibition of films, so that scientific films, films intended for educational purposes, films dealing with news and current events, documentary films or indigenous films secure an adequate opportunity of being exhibited. The Central Government in India, acting through local authorities, may order suspension of exhibition of a film, if it is of the opinion that any film being publicly exhibited is likely to cause a breach of peace. Failure to comply with the Cinematograph Act may attract imprisonment and/or monetary fines.

 

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Separately, the Cable Television Networks Rules, 1994 require that no film or film song, promotional material, trailer or film music video, album or their promotional materials, whether produced in India or abroad, shall be carried through cable services unless it has been certified by the CBFC as suitable for unrestricted public exhibition in India.

 

The Cinematograph Bill 2010, or the Cinematograph Bill, is proposed to be introduced in the Parliament of India to supersede the Cinematograph Act, 1952, to bring the process of certification of films for exhibition in line with the present technological and social scenario and to implement effective systems to combat piracy. The Government of India, or GoI is proposing an additional multiple certification system for feature films by amending the Cinematograph Act, 1952 to conform to the international norms. The Cinematograph Bill proposes different groups of rating for various age groups of film viewers Films could also be classified as ‘S,’ suitable for exhibition restricted to members of any profession or any class of persons. The Cinematograph Bill would empower the GoI to establish advisory panels at all the regional centers of Central Board of Film Certification, which could consist of members qualified to judge the effects of films on the public. The Cinematograph Bill proposes to deal with issues relating to piracy by imposing penalties for unauthorized issue of negatives or copies of the film or making duplicate prints/copies.

 

Financing

 

In October 2000, the Ministry of Finance, GOI notified the film industry as an industrial concern in terms of the Industrial Development Bank of India Act, 1964, pursuant to which loans and advances to industrial concerns became available to the film industry.

 

The Reserve Bank of India, or the RBI, by circular dated May 14, 2001, permitted commercial banks to finance up to 50.0% of total production cost of a film. Further, by an RBI circular dated June 8, 2002, bank financing is now available even where total film production cost exceeds approximately $1.5 million. Banks which finance film productions customarily require borrowers to assign the film’s intellectual property or music audio/video/CDs/DVDs/internet, satellite, channel, export/international rights as part of the security for the loan, such that the banks would have a right in negotiation of valuation of such intellectual property rights.

 

Labor Laws

 

Depending on the nature of work and number of workers employed at any workplace, various labor related legislations may apply. Certain significant provisions of such labor related laws are provided below.

 

Employees (Provident Fund and Miscellaneous Provisions) Act, 1952. The Employees (Provident Fund and Miscellaneous Provisions) Act, 1952, or the EPF Act, applies to factories employing 20 or more employees and such other establishments as notified by the Government from time to time. It requires all such establishments to be registered with the relevant Provident Fund Commissioner. Also, such employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic wages and certain cash benefits payable to employees. Employees are also required to make equal contributions to the fund. A monthly return is required to be submitted to the relevant Provident Fund Commissioner in addition to the maintenance of registers by employers.

 

Competition Act

 

The Competition Act aims to prevent anti-competitive practices that cause or are likely to cause an appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates anti-competitive agreements, abuse of dominant position and combinations. The Competition Act, although enacted in 2002, is being phased into effectiveness. Provisions relating to anti-competitive agreements and abuse of dominant position were effective May 20, 2009 and thereafter the Competition Commission of India, or the Competition Commission, became operational on May 20, 2009. The sections dealing with combinations, mergers and acquisitions were notified by the GoI in March 2011, and have become effective from June 1, 2011. In addition, the Competition Act is proposed to be amended to empower the Government of India to ascribe different value for assets and turnover for a particular class of enterprises, in order to determine whether they breach the threshold limits currently prescribed under the Competition Act (instead of the audited book value of such assets). This amendment bill was introduced in the Indian Parliament in December 2012, but currently no date has been fixed for its consideration by the houses of the Indian Parliament.

 

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Under the Competition Act, the Competition Commission has powers to pass directions/impose penalties in cases of anti-competitive agreements, abuse of dominant position and combinations. In the event of failure to comply with the orders or directions of the Competition Commission, without reasonable cause, such person is punishable with a fine extending to approximately $1,522 for each day of such non-compliance, subject to a maximum of approximately $1.5 million. If there is a continuing non-compliance the person may be punishable with imprisonment for a term extending up to three years or with a fine which may extend up to approximately $3.8 million or with both as the Chief Metropolitan Magistrate, Delhi may deem fit. In case of offences committed by companies, the persons responsible to the company for the conduct of the business of the company will be liable under the Competition Act, except when the offense was committed without their knowledge or when they had exercised due diligence to prevent it. Where the contravention committed by the company took place with the consent or connivance of, or is attributable to any neglect on the part of, any director, manager, secretary or other officer of the company, such person is liable to be punished. The Competition Act also provides that the Competition Commission has the jurisdiction to inquire into and pass orders in relation to an anti-competitive agreement, abuse of dominant position or a combination, which even though entered into, arising or taking place outside India or signed between one or more non-Indian parties, but causes or is likely to cause an appreciable adverse effect in the relevant market in India. Recently, the Competition Act was amended, and cases which were pending before the Monopolies and Restrictive Trade Practice Commission were transferred to the Competition Commission of India.

 

Indian Takeover Regulations

 

The Takeover Regulations came into effect on October 22, 2011, superseding the earlier takeover regulations. The Takeover Regulations provide the process, timing and disclosure requirements for a public announcement of an open offer in India and the applicable pricing norms.

 

Pursuant to the Takeover Regulations, a requirement to make a mandatory open offer by an “acquirer” (together with persons acting in concert with it) for at least 26% of the total shares of the Indian listed company, to all shareholders of such company (excluding the acquirer, persons acting in concert with it and the parties to any underlying agreement including persons deemed to be acting in concert) is triggered, subject to certain exemptions including transfers between promoters, if an acquirer acquires shares or voting rights in the Indian listed company, which together with its existing holdings and those of any persons acting in concert with him entitle the acquirer and persons acting in concert to exercise 25% or more of the voting rights in the Indian listed company; or an acquirer that holds between 25% and the maximum permissible non-public shareholding of an Indian listed company, acquires additional voting rights of more than 5% during a financial year; or an acquirer acquires, directly or indirectly, control over an Indian listed company, irrespective of acquisition of shares or voting rights in the Indian listed company.

 

An acquisition of shares or voting rights in, or control over, any company that would enable a person to exercise or direct the exercise of such percentage of voting rights in, or control over, an Indian listed company, the acquisition of which would otherwise attract the obligation to make an open offer under the Takeover Regulations will also trigger a mandatory open offer under the Takeover Regulations. Where the primary target of the acquisition is an overseas parent of an Indian listed company and the Indian listed company represents over 80% of a specified materiality parameter (including asset value, revenue or market capitalization) of the overseas parent company, such acquisition would be treated as a “direct acquisition” of the Indian listed company.

 

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MANAGEMENT

 

Directors and Executive Officers

 

The following table sets forth certain information with respect to our executive officers and directors as of September 30, 2013.

 

Name   Age   Position
Kishore Lulla   52   Director, Chairman
Jyoti Deshpande   42   Director, Group Chief Executive Officer
Vijay Ahuja   56   Director, Vice Chairman
Sunil Lulla   49   Director
Naresh Chandra(1)(2)   79   Director
Dilip Thakkar(1)(2)   77   Director
Michael Kirkwood(1)(3)   66   Director
Greg Coote(1)(4)   71   Director Nominee
Ken Naz   54   President of Americas Operations
Pranab Kapadia   41   President of Europe and Africa Operations
Surender Sadhwani   57   President of Middle East Operations
Andrew Heffernan   47   Chief Financial Officer
Sean Hanafin   41   Chief Corporate & Strategy Officer

_______________

(1) Independent director or director nominee
(2) Member of the Audit Committee, Remuneration Committee and Nomination Committee
(3) Member of the Audit Committee and Remuneration Committee
(4) Greg Coote will become a director and member of the Nomination Committee effective upon the listing of our A ordinary shares on the NYSE.

 

Mr. Kishore Lulla is a director and our Chairman. Mr. Lulla received a bachelors’ degree in Arts from Mumbai University. He has over 30 years of experience in the media and film industry. He is a member of the British Academy of Film and Television Arts and Young Presidents’ Organization and also a board member for the School of Film at the University of California, Los Angeles. He has been honored at the Asian Business Awards 2007 and the Indian Film Academy Awards 2007 for his contribution in taking Indian cinema global. As our Chairman, he has been instrumental in expanding our presence in the United Kingdom, the U.S., Dubai, Australia, Fiji and other international markets. He served as our Chief Executive Officer from June 2011 until May 2012 and has served as a director since 2005. Mr. Kishore Lulla is the brother of Mr. Sunil Lulla and a cousin of Mr. Ahuja and Mr. Sadhwani.

 

Ms. Jyoti Deshpande is a director and our Group Chief Executive Officer and Managing Director. She had worked with us from 2001 until May 2011 when she resigned from our Board and served as a Consultant to the Company until November 2011 in connection with this offering. She rejoined the Company in her former Group CEO/MD position on June 22, 2012. With a degree in Commerce and Economics and an MBA from Mumbai University, Ms. Deshpande has over 20 years of experience in Indian media and entertainment across advertising, media consulting, television and film. Ms. Deshpande has been a key member of the Eros leadership team since 2001 and was instrumental in our initial public offering on AIM in 2006 as well as Eros India’s listing on the Indian Stock Exchanges in 2010.

 

Mr. Vijay Ahuja is a director and our Vice Chairman. Mr. Ahuja received a bachelors’ degree in commerce from Mumbai University. Mr. Ahuja co-founded our United Kingdom business in 1988 and has since played an important role in implementing our key international strategies, helping expand our business to its present scale by making a significant contribution to our development in the South East Asian markets, such as Singapore, Malaysia, Indonesia and Hong Kong. Mr. Ahuja has served as a director since April 2005. Mr. Ahuja is a cousin of Mr. Kishore Lulla and Mr. Sunil Lulla.

 

Mr. Sunil Lulla is a director and is Executive Vice Chairman and Managing Director of Eros India. He received a bachelors’ degree in commerce from Mumbai University. Mr. Lulla has over 20 years of experience in the media industry. Mr. Lulla has valuable relationships with talent in the Indian film industry and has been instrumental in our expansion into distribution in India as well as home entertainment and music. He has served as a director since 2005 and led our growth within India for many years before being appointed Executive Vice Chairman and Managing Director of Eros India in February 2010. Mr. Sunil Lulla is the brother of Kishore Lulla and cousin of Mr. Ahuja and Mr. Sadhwani.

 

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Mr. Naresh Chandra is a director. Mr. Chandra received a masters’ degree in Science from Allahabad University. A former civil servant, he joined the Indian Administrative Services in 1956 and has served as Chief Secretary in the State of Rajasthan, Commonwealth Secretariat Advisor on Export Industrialization and Policy in Colombo (Sri Lanka), Advisor to the Government of Jammu and Kashmir and Secretary to the Ministries of Water Resources, Defense, Home and Justice in the Government of India. In December 1990, he became Cabinet Secretary, the highest post in the Indian civil service. In 1992, he was appointed Senior Advisor to the Prime Minister of India. He served as the Governor of the state of Gujarat in 1995-1996 and Ambassador of India to the United States of America in 1996-2001. In 2007, he chaired the Government of India’s Committee on Corporate Audit and Governance, the Committee on Private Companies and Limited Companies Partnerships and the Committee on Civil Aviation Policy, and he was honored with the Padma Vibhushan, a high civilian award. Mr. Chandra serves as director of ten other Indian companies and two foreign companies. He has served as a director since July 2007.

 

Mr. Dilip Thakkar is a director. Mr. 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 14 other listed public limited companies in India and seven foreign companies. He has served as a director since April 2006.

 

Mr. Michael Kirkwood is a director. Mr. Kirkwood received a degree in Economics at Stanford University. Mr. Kirkwood retired from a 31-year career with Citigroup at the end of 2008 where he was most recently UK Country Head and Chairman of the Corporate Bank. He previously served with Citicorp in the USA, Scandinavia and Switzerland. From 2001-2005 he served as a Non-Executive Director of engineering group Kidde plc and Audit Committee chairman. From 2008-2011 he was Deputy Chairman of PricewaterhouseCoopers LLP’s Advisory Board. During his career in London, Mr. Kirkwood has served as Deputy Chairman of the British Bankers Association, Chairman of British-American Business, Chairman of the Association of Foreign Banks, President of the Chartered Institute of Bankers, a member of the CBI Financial Services Council and Master of the International Bankers Livery Company. He also served as HM Lieutenant for the City of London in 2004. Mr. Kirkwood is currently a Board Member of UK Financial Investments Ltd (UKFI), the British government company established to manage the public stakes in UK banks, and AngloGold Ashanti Limited, a global South Africa-based gold mining group, as well as Chairman of UK healthcare group Circle Holdings plc and Senior Advisor of Ondra Partners LLP. He is a Fellow of the Royal Society for the Arts, a Fellow of the Chartered Institute of Bankers and was appointed a Companion of the Order of St Michael and St George (CMG) in the 2003 Queen’s Birthday Honours. He joined the board of directors on February 1, 2012.

 

Mr. Greg Coote will be a director, effective upon the listing of our A ordinary shares on the NYSE. Mr. Coote has spent his career working in film and television production and distribution. He has served in senior positions at Columbia Pictures, News Corporation, Village Roadshow and Dune Entertainment, L.P. He has been a partner of Larrikin Entertainment, LLC a company producing and financing motion pictures and television, from 2011 until the present as well as Latitude Entertainment, Inc. Most recently, from 2007-2011, Mr. Coote was the chairman and chief executive officer of Dune Entertainment, L.P., a company that finances motion pictures for Fox Films. Mr. Coote is a member of the Academy of Motion Picture Arts and Sciences, the Academy of Television Arts and Sciences and the British Academy of Film and Television Arts, and he serves on the Advisory Boards of Alnoor Holdings of Qatar, the Bona Film Group of China and the Advisory Board to the Singapore Government’s Media Development Authority. Greg also serves as the chairman of the board of China Lion Film Distribution, a company distributing Chinese-language films in North America, the United Kingdom, Australia and New Zealand.

 

Mr. Andrew Heffernan is our Group Chief Financial Officer. A qualified chartered accountant, Mr. Heffernan was an audit manager with Grant Thornton UK LLP from 1991-1996, mainly handling media clients. From 1996-2001 Mr. Heffernan worked as a consultant for a number of film and television production clients. In 2001 Mr. Heffernan returned to Grant Thornton UK LLP to help build its media and entertainment practice in film, television and computer games with responsibilities spanning corporate finance, consultancy and audit. Mr. Heffernan joined us as Group CFO in May 2006 and has since spearheaded the finance function for the group.

 

Mr. Ken Naz is our President of Americas Operations. Mr. Naz has over 30 years of experience in media and entertainment. In the early 1970s, Mr. Naz worked in the Indian film distribution and exhibition business in Canada. He obtained his business education at a Toronto University before joining Cineplex Odeon Cinemas in the business development department and later serving as head of operations of “A Theater Near You.” Mr. Naz joined us in 1997 and was instrumental in setting up our U.S. office to service markets in the United States, Canada and other parts of North and South America.

 

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Mr. Pranab Kapadia is our President of United Kingdom, Europe and Africa Operations. Mr. Kapadia received a Master’s degree in Management Studies from Bombay University (India) majoring in Finance. Mr. Kapadia’s experience as Head of Operations & Programming for Zee Network in Europe for eight years and Business Head of Adlabs Films (U.K.) Limited for one year has given him significant insight into developing technical solutions with minimum costs in order to keep entry barriers low for price sensitive Asian customer and a strong understanding of the entertainment needs of South Asians internationally. He joined us in 2007.

 

Mr. Surender Sadhwani is our President of Middle East Operations. Mr. Sadhwani received a post graduate degree in commerce from University of Madras in 1980. He has 22 years of experience in the banking industry through his work with Andhra Bank in Chennai. In addition, Mr. Sadhwani spent several years in finance and account management for Hartmann Electronics in their Dubai office. He joined our Middle East operations in April 2004 and was promoted to President of Middle East Operations in April 2006. Mr. Sadhwani is a cousin of Mr. Kishore Lulla and Mr. Sunil Lulla.

 

Mr. Sean Hanafin is our Chief Corporate & Strategy Officer. Sean Hanafin is our appointed Chief Corporate & Strategy Officer of Eros International, with management responsibility for Group M&A, Corporate Finance and Investor Relations. From 2010 to date, Mr. Hanafin has been a Director of Eros Ventures, managing the Lulla family’s interests in Eros International and its investments outside the entertainment sector. From 2010-2012, Mr. Hanafin was the Chief Executive Officer of Emerging Power, an entity set up by Eros Energy UK Ltd., which is owned by Beech Investments Limited. Emerging Power is responsible for leading investments into clean energy projects in India. Mr. Hanafin was formerly a Managing Director in Citigroup’s UK Banking Division in London from 2007-2010, having joined the firm as a Graduate in 1994, and developed significant TMT sector experience leading the firm’s global relationships with major UK-based international media companies. Mr. Hanafin is a Liveryman of the Worshipful Company of International Bankers and has served on a number of UK Government initiatives. Mr. Hanafin graduated in Economics & Politics (Joint Hons.) from the University of Warwick in 1994 and has an Executive MBA from Cass Business School in London. Mr. Hanafin joined us in January 2012.

 

Service Contracts and Letters of Appointment

 

Each of Kishore Lulla, Andrew Heffernan and Sean Hanafin has entered into a service agreement with Eros Network Limited to provide services to us and our subsidiaries. The service agreements are terminable by either party with 12 months’ written notice. Eros Network Limited may terminate the agreements immediately in certain circumstances, including upon certain types of misconduct or upon paying the executive an amount equivalent to his basic salary (inclusive of any bonus and benefits) for a twelve month period. The service agreements expire automatically upon the executive’s 65th birthday. The service agreements provide for private medical insurance and 25 paid vacation days per year. Upon termination, compensation will be paid for any accrued but untaken holiday. The executives receive a basic gross annual salary, reviewed annually, and are entitled to participate in any current share option schemes and bonus schemes applicable to their positions maintained by the employing company. Each agreement contains a confidentiality provision and non-competition and non-solicitation provisions that restrict the executive for a period of six to twelve months after termination. Ahuja is employed by Eros International Pte Ltd (Singapore).

 

Kishore Lulla also executed a letter of appointment for service as one of our directors. Under the terms of the letter of appointment, Mr. Lulla receives an annual fee of $93,750. We may terminate Mr. Lulla’s appointment immediately upon any instance of fraud or by giving the director 12 months’ written notice. Pursuant to the agreement, Mr. Lulla is required to attend all board meetings and perform other reasonable functions appointed by our Board of Directors. The agreement contains a confidentiality provision effective during the appointment and for a period of two years after termination and non-competition and non-solicitation provisions effective during the appointment and for a period of six months after termination. In connection with this offering, this letter of appointment will be terminated, and for so long as Mr. Lulla is our executive officer, he will no longer receive compensation as a director.

 

Sunil Lulla, our director, has entered into an employment agreement with Eros India pursuant to which he serves as Executive Vice Chairman of Eros India. Sunil Lulla is entitled to receive a basic gross annual salary, as well as medical insurance and certain other benefits and perquisites. Eros India may terminate the agreement upon thirty days’ notice if certain events occur, including a material breach of the agreement by Mr. Lulla. The agreement contains a confidentiality provision that restricts Mr. Lulla during the term of his employment and for a period of two years following termination and a non-competition provision that restricts him during the term of his employment.

 

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Jyoti Deshpande, our director, has entered into an employment contract with us pursuant to which she serves as Group Chief Executive Officer and Managing Director and is entitled to receive a gross basic annual salary, private medical insurance and other standard benefits and is eligible to participate in any share option scheme and/or bonus scheme maintained from time to time and applicable to her position. In addition, Ms. Deshpande was issued 1,676,645 shares of Eros International Plc on September 18, 2013, of which an equal percentage of shares will be locked up for one, two and three years from the date of issuance. In addition, Ms. Deshpande is entitled to receive A ordinary shares of Eros International Plc valued at $2.0 million within seven days of our shares being admitted to trading on the NYSE. The agreement is for an initial period of three years commencing September 1, 2013 and will continue thereafter until terminated by either party upon not less than 12 months’ prior written notice.  We may, however, terminate the agreement immediately in certain circumstances, including upon certain types of misconduct or upon paying Ms. Deshpande an amount equal to her basic salary for a 12 month period or remaining term of her employment, whichever is greater.  There are certain conditions under which if the agreement is terminated before September 1, 2016, Ms. Deshpande may be required to surrender all or part of the shares issued to her under this agreement. The agreement expires automatically upon Ms. Deshpande’s 65th birthday.  The agreement contains a confidentiality provision and non-competition and non-solicitation provisions that restrict Ms. Deshpande for a period of six to twelve months following termination. Ms. Deshpande, who is also a director on the board of Eros India, has a contract with Eros India that entitles her to a gross basic salary and Ms. Deshpande has options to purchase up to 571,160 shares of Eros India at $1.14 per share with a 3-year vesting period commencing July 16, 2013. Ms. Deshpande also owns 142,790 shares of Eros India that came from previously vested options that she exercised. Ms. Deshpande also receives a salary in the United Kingdom for her duties under a separate contract.

 

Vijay Ahuja, our director and vice chairman, entered into a service agreement with Eros International Pte Ltd to provide services to us and our subsidiaries. The service agreement is terminable by either party with twelve months’ written notice. Eros International Pte Ltd may terminate the agreement immediately in certain circumstances, including upon certain types of misconduct or upon paying the executive an amount equivalent to his basic salary for a twelve month period. The agreement shall automatically terminate on his 65th birthday. Mr. Ahuja receives a basic gross annual salary and is entitled to participate in any current bonus scheme and/or option scheme applicable to his position. The agreement contains a confidentiality provision and non-competition and non-solicitation provisions that restrict Mr. Ahuja for a period of six months following termination.

 

Our non-executive directors, Naresh Chandra, who also serves as Chairman of Eros India, and Dilip Thakkar, have entered into letters of appointment with us that provide them with annual fees of $78,125 for service as a director of Eros International Plc. The appointments are for an initial period of one year, and thereafter are terminable by either the non-executive director or us with three months’ written notice, or by us immediately in the case of fraud.

 

Greg Coote will be a non-executive director effective upon the listing of our A ordinary shares on the NYSE subject to a letter of appointment executed by and between us and Mr. Coote providing him with annual fees of $93,750 for service as a director of Eros International Plc. The initial term of this agreement is three years, subject to Mr. Coote’s re-election in accordance with our articles of association, and thereafter is terminable by either Mr. Coote or us with three months’ written notice, or by us immediately in the case of fraud.

 

Michael Kirkwood has entered into a letter of appointment with us providing him with annual fees of $93,750 for service as a director of Eros International Plc. Mr. Kirkwood is also eligible for additional fees for certain additional Board related work or special projects. The initial term of this agreement is three years subject to Mr. Kirkwood’s re-election in accordance with our articles of association, and thereafter is terminable by either Mr. Kirkwood or us with three months’ written notice, or by us immediately in the case of fraud.

 

Pranab Kapadia, our President of Europe and Africa Operations, entered into a service agreement with Eros International Limited to provide services to us and certain of our subsidiaries.  The service agreement is terminable by either party with three months’ written notice.  Eros International Ltd may terminate the agreement immediately in certain circumstances, including upon certain types of misconduct or upon paying the executive an amount equivalent to his basic salary for a three month period.  Mr. Kapadia receives a basic gross annual salary and is entitled to participate in any current bonus scheme applicable to his position.  The agreement contains a confidentiality provision and non-competition and non-solicitation provisions that restrict the executive for a period of twelve months following termination.