EROS Eros International Plc

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This Amendment No. 5 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on December 29, 2020, as amended and supplemented by Amendment No. 1 filed on January 27, 2021, Amendment No. 2 filed on February 9, 2021, Amendment No. 3 filed on February 17, 2021 and Amendment No. 4 filed on February 24, 2021 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

“Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG Growth GenPar IV Advisors, LLC, a Delaware limited liability company, and (ii) TPG Star Genpar Advisors, LLC, a Delaware limited liability company. TPG Growth GenPar IV Advisors, LLC is the general partner of TPG Growth GenPar IV, L.P., a Delaware limited partnership, which is the general partner of TPG Growth IV Oscars, L.P., a Delaware limited partnership (“TPG Growth IV Oscars”), which directly holds 35,947,677 A Ordinary Shares. TPG Star Genpar Advisors, LLC is the general partner of TPG STAR GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG STAR, L.P., a Delaware limited partnership (“TPG STAR” and, together with TPG Growth IV Oscars, the “TPG Funds”), which directly holds 11,473,605 A Ordinary Shares.”

Item 4. Purpose of Transaction.

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the fourth paragraph under the title “Registration Rights and Investors’ Rights Agreement”:

“On February 24, 2021, the TPG Funds sold an aggregate of 1,400,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.0329 in multiple transactions at prices ranging from $2.02 to $2.065, inclusive. On February 25, 2021, the TPG Funds sold an aggregate of 450,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.0347 in multiple transactions at prices ranging from $2.00 to $2.08, inclusive. On March 1, 2021, the TPG Funds sold an aggregate of 3,650,000 A Ordinary Shares in open market sales at a weighted average price per share of $1.9938 in multiple transactions at prices ranging from $1.93 to $2.10, inclusive. On March 2, 2021, the TPG Funds sold an aggregate of 575,000 A Ordinary Shares in open market sales at a weighted average price per share of $1.9702 in multiple transactions at prices ranging from $1.97 to $2.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range of each of the sales above that involved multiple transactions.”

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) The following sentence is based on 357,230,123 A Ordinary Shares outstanding as of December 28, 2020, as reported in the Prospectus filed by the Issuer with the Commission on December 28, 2020. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 47,421,282 A Ordinary Shares, which constitutes approximately 13.3% of the outstanding A Ordinary Shares.”

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SIGNATURE

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

Dated: March 3, 2021

TPG Group Holdings (SBS) Advisors, Inc.

By: /s/ Michael LaGatta

Name: Michael LaGatta

Title: Vice President

David Bonderman

By: /s/ Gerald Neugebauer

Name: Gerald Neugebauer on behalf of David Bonderman (1)

James G. Coulter

By: /s/ Gerald Neugebauer

Name: Gerald Neugebauer on behalf of James G. Coulter (2)

(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

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