PROSPECTUS Dated September 23, 2010 Please read section 60B of the Companies Act, 1956 Book Built Issue Eros International Media Limited Our Company was incorporated under the Companies Act, 1956, as a private limited company under the name Rishima International Private Limited, on August 19, 1994. The corporate identity number of our Company is U92110MH1994PLC080502. For more information on changes in the name of our Company and our registered office, see ―History and Key Corporate Matters‖ on page 99. Registered Office: 201, Kailash Plaza, Plot No. A-12, opposite Laxmi Industrial Estate, off New Link Road, Andheri (West), Mumbai 400 053, Maharashtra, India. Tel: + (91 22) 6691 8500; Fax: + (91 22) 2673 2586; Corporate Office: Satya Dev Building, 2nd Floor, opposite Q Lab, off New Link Road, Andheri (West), Mumbai 400 053, Maharashtra, India. Tel: + (91 22) 4053 8500; Fax: + (91 22) 4053 8540; Company Secretary and Compliance Officer: Mr. Rajesh Bhatia; Email: [email protected]; Website: www.erosintl.com Promoters of our Company: Eros International plc (―Eros plc‖) and Eros Worldwide FZ LLC (―Eros Worldwide‖). PUBLIC ISSUE OF 20,000,000 EQUITY SHARES OF Rs. 10 EACH (THE ―EQUITY SHARES‖) OF EROS INTERNATIONAL MEDIA LIMITED (THE ―COMPANY‖) FOR CASH AT A PRICE OF Rs. 175 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 165 PER EQUITY SHARE), AGGREGATING Rs. 35,000.00 LAKHS (THE ―ISSUE‖). THE ISSUE WILL CONSTITUTE 21.9 % OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF THE COMPANY. ISSUE PRICE: Rs. 175 PER EQUITY SHARE THE FACE VALUE OF THE EQUITY SHARE IS Rs. 10 EACH AND THE ISSUE PRICE IS 17.5 TIMES THE FACE VALUE In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR"), this is an Issue for less than 25.0% of the post Issue paid-up equity capital, therefore, the Issue is made through the Book Building Process wherein at least 60.0% of the Issue would be allocated to Qualified Institutional Buyers (―QIBs‖) on a proportionate basis (such portion, the ―QIB Portion‖), provided that our Company would allocate up to 30.0% of the QIB Portion to Anchor Investors, on a discretionary basis (the ―Anchor Investor Portion‖). Further, 5.0% of the QIB Portion (excluding the Anchor Investor Portion) would be available for allocation on a proportionate basis to Mutual Funds only. The remainder would be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. If at least 60.0% of the Issue cannot be allocated to QIBs, the entire application money would be refunded forthwith. Further, not less than 10.0% of the Issue would be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30.0% of the Issue would be available for allocation on a proportionate basis to Retail Bidders, subject to valid Bids being received at or above the Issue Price. Bidders (other than Anchor Investors) may participate in the Issue through the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid amounts would be blocked by Self Certified Syndicate Banks (―SCSBs‖). For more information, see ―Issue Procedure‖ on page 301. RISK IN RELATION TO FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 10 per Equity Share and the Issue Price is 17.50 times the face value. The Issue Price (as determined and justified by our Company in consultation with the BRLMs as stated in ―Basis for Issue Price‖ on page 47) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in this Issue have not been recommended or approved by the Securities and Exchange Board of India (the ―SEBI‖), nor does the SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to ―Risk Factors‖ on page x. IPO GRADING This Issue has been graded by Credit Analysis and Research Limited (―CARE‖) as 4/5, indicating above average fundamentals. The IPO grade is assigned on a five-point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. For more information on the IPO grading, see ―General Information‖ on page 22, and Annexure I. ISSUER‘S ABSOLUTE RESPONSIBILITY Our Company having made all reasonable inquiries, accepts responsibility for and confirm that this Prospectus contains all information with regard to our Company, and this Issue, which is material in the context of this Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares proposed to be offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approvals from the BSE and the NSE for the listing of our Equity Shares by letters dated April 28, 2010 and May 10, 2010, respectively. BSE is the Designated Stock Exchange for purposes of the Issue. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE MORGAN STANLEY LINK INTIME INDIA ENAM SECURITIES PRIVATE KOTAK MAHINDRA CAPITAL INDIA COMPANY RBS EQUITIES (INDIA) LIMITED COMPANY LIMITED LIMITED PRIVATE LIMITED st PRIVATE LIMITED C-13, Pannalal Silk Mills 801, Dalamal Towers, Nariman Point, 1 Floor, Bakhtawar, 229, Nariman 5F, Unit 55-56, Free Press House 83/84, Sakhar Bhavan Mumbai 400 021 Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Compound, L.B.S Marg 215 Free Press Journal Marg Bhandup (West), Mumbai Maharashtra, India Maharashtra, India Nariman Point, Mumbai 400 021 Maharashtra, India Tel: +91 22 6638 1800; Tel: +91 22 6634 1100; Tel: +91 22 6632 5535; Fax: +91 22 400 078 Maharashtra, India Maharashtra, India Fax: +91 22 2284 6824 Fax: +91 22 2283 7517 Tel: +91 (22) 6621 0555; 6632 5541 Email: [email protected] Email: [email protected] Email: [email protected] Tel: +(91 22) 2596 0320 Fax: +91 (22) 6621 0556 Fax: +(91 22) 2596 0329 Investor Grievance Investor Grievance Email:[email protected] Investor Grievance Email: Email:[email protected] Email:[email protected] [email protected] Email: Investor Grievance [email protected] Website: www.enam.com Website: www.kmcc.co.in Email:[email protected] Website: www.rbs.in Contact Person: Ms. Kanika Sarawgi Contact Person: Mr. Chandrakant Website: m Contact Person: Mr. Asim Anwar SEBI Registration No.: Bhole SEBI Registration No.: www.linkintime.co.in Website:www.morganstanley.com/indiaof Contact Person: Mr. Sachin INM000006856 SEBI Registration No.: ferdocuments INM000011674 INM000008704 Achar Contact Person: Mr. Naveen Asopa/Mr. SEBI Registration No.: Pallav Mehta INR000004058 SEBI Registration No.:INM000011203 BIDDING PROGRAM* BID OPENED ON September 17, 2010 BID CLOSED ON September 21, 2010 *The Anchor Investor Bidding Date was September 16, 2010. TABLE OF CONTENTS SECTION I – GENERAL .................................................................................................................................... I DEFINITIONS AND ABBREVIATIONS ........................................................................................................ I CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION ................................................................................................... VIII FORWARD-LOOKING STATEMENTS ...................................................................................................... IX SECTION II - RISK FACTORS ........................................................................................................................ X SECTION III - INTRODUCTION ..................................................................................................................... 1 SUMMARY OF BUSINESS, STRENGTHS AND STRATEGY ..................................................................... 1 SUMMARY OF OUR INDUSTRY .................................................................................................................. 8 SUMMARY FINANCIAL INFORMATION ................................................................................................. 12 THE ISSUE ..................................................................................................................................................... 21 GENERAL INFORMATION ........................................................................................................................