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ERIS LIFESCIENCES LTD.

09 October 2026 | 12:00

Industry >> Pharmaceuticals

Select Another Company

ISIN No INE406M01024 BSE Code / NSE Code 540596 / ERIS Book Value (Rs.) 291.66 Face Value 1.00
Bookclosure 29/05/2026 52Week High 1740 EPS 44.65 P/E 26.22
Market Cap. 16242.12 Cr. 52Week Low 1141 P/BV / Div Yield (%) 4.01 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors of your Company have pleasure in presenting their 20th Annual Report (10th Post - IPO) on the business
and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2026.

The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL RESULTS:

During the year under review, the performance of your Company was as under:

(Rs. In Crore)

Particulars

Standalone

Consolidated

Financial Year
ended on
March 31, 2026

Financial Year
ended on
March 31, 2025

Financial Year
ended on
March 31, 2026

Financial Year
ended on
March 31, 2025

Revenue from Operations

1821.74

1697.75

3129.42

2893.64

Other Income

98.31

35.51

7.75

18.36

Total Revenue

1920.05

1733.26

3137.17

2,912.00

Operating EBITDA

612.33

486.55

1120.11

1017.20

Profit/loss before Depreciation, Finance Costs,
Exceptional items and Tax Expense

710.64

522.06

1127.86

1035.56

Less: Depreciation/ Amortisation/ Impairment

154.38

181.77

279.50

315.46

Profit /loss before Finance Costs, Exceptional
items and Tax Expense

556.26

340.29

848.36

720.10

Less: Finance Costs

179.54

220.24

192.67

231.29

Profit /loss before Exceptional items and Tax
Expense

376.72

120.05

655.69

488.81

Add/(less): Exceptional items

(14.67)

-

(17.24)

-

Profit before share of profit/( loss) from
investment in joint venture and tax

362.05

120.05

638.45

488.81

Share of (profit)/ loss from investment in joint
venture, net of tax

-

-

(0.09)

(0.06)

Profit before tax

362.05

120.05

638.54

488.87

Less: Tax Expenses (Current & Deferred)

118.00

42.66

(8.97)

114.20

Profit /loss for the year

244.05

77.39

647.51

374.67

Profit after tax before share of profit/(loss) of
minority interest

244.05

77.39

647.51

374.67

Share of profit/(loss) attributable to Minority
Interest

-

-

27.99

22.83

Profit for the year attributable to the
shareholders of the company

244.05

77.39

619.52

351.84

Other Comprehensive Income/(Loss)

0.69

(2.84)

(1.44)

(3.29)

Total Comprehensive Income/Loss

244.74

74.55

646.07

371.38

Owners of the company

-

-

618.05

348.66

Add: Balance B/F from the previous year

2461.66

2487.17

2792.76

2540.94

Less: Transfer to Debenture Redemption
Reserve, If any

-

-

-

-

Less: Transfer to Reserves

-

-

-

-

Less: Interim dividend

-

100.06

-

100.06

Less: Utilised for buy back of shares

-

-

-

-

Less: Change in Non-controlling interest /
Transfer due to merger

-

-

2.68

3.73

Add : Adjustment pursuant to purchase of CCD
of EOHPL

-

-

(8.27)

-

Less: Other Adjustments

-

-

-

0.40

Balance Profit / (Loss) C/F to the next year

2706.40

2461.66

3407.01

2792.76

2. STATE OF AFFAIRS (standalone):

• The total revenue for the financial year under review was Rs. 1,920.05 crore as against Rs. 1,733.26 crore in the previous
year, recording a growth of 10.78%

• The profit before tax for the financial year under review was Rs. 362.05 crore as against Rs. 120.05 crore for the previous
financial year, recording a growth of 201.58%

• The profit after tax for the financial year under review was Rs. 244.05 crore as against Rs. 77.39 crore for the previous
financial year, recording a growth of 215.35%.

3. DIVIDEND:

The Board of Directors have considered it prudent not to recommend any dividend on the equity shares of the Company for
the financial year ended March 31, 2026. During the previous financial year, the Company had declared and paid an interim
dividend of Rs. 7.35 per equity share (at the rate of 735%) on the equity shares of the Company, with no final dividend.

Further, in accordance with the Company's Dividend Distribution Policy, the Board had declared and the Company paid an
interim dividend of Rs. 7.21 per equity share (at the rate of 721%) during the current financial year 2026-27, while maintaining
an appropriate balance between shareholder returns and the Company's long-term financial and operational requirements.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to
its Shareholders and the amount of profits retained for its business requirements, present and future. The Policy intends to
broadly specify various external and internal factors that shall be considered while declaring dividend, the circumstances
under which the Shareholders of the Company may or may not expect dividend, the financial parameters that shall be
considered while declaring dividend and the parameters that shall be adopted with regard to various classes of shares.

The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company at
https://www.eris.co.in/investor-relations/corporate-governance/policies

4. CAPITAL EXPENDITURE (standalone):

As on March 31, 2026, the gross fixed assets (tangible and intangible) stood at Rs. 2,912.52 crore (previous financial year
Rs. 2,875.20 crore) and the net fixed assets (tangible and intangible), at Rs. 2,352.55 crore (previous financial year
Rs. 2,412.45 crore).

Capital expenditure during the financial year under review amounted to Rs. 49.39 crore (previous year Rs. 7.62 crore).

5. TRANSFERS TO RESERVES:

The Company has not transferred any amount to the reserves during the financial year under review. (previous year: NIL)

6. CHANGES IN CAPITAL STRUCTURE:

During the financial year under review, the Company had issued and allotted 73,946 equity shares to its employees under
the "Eris Lifesciences Employee Stock Option Plan 2021". Further, the Company had issued and allotted 23,06,372 fully paid-
up equity shares on preferential allotment basis to Mr. Naishadh Shah for acquisition of 16,74,493 Equity Shares of Swiss
Parenterals Limited representing 30% share capital and voting rights of Swiss Parenterals Limited.

As a result, the issued, subscribed, and paid-up share capital of the Company increased from Rs. 13,61,62,569/- (divided into
13,61,62,569 equity shares of Re. 1/- each) to Rs. 13,85,42,887/- (divided into 13,85,42,887 equity shares of Re. 1/- each). The
equity shares issued under the said ESOP scheme and on a preferential basis rank pari passu with the existing equity shares
of the Company in all respects.

7. STATUTORY AUDITORS:

M/s Walker Chandiok & Co LLP, having Firm's Registration No. 001076N/N500013, Statutory Auditors of the Company, were
appointed at the 19th Annual General Meeting (AGM) held on July 25, 2025, and will complete their term at the end of the 24th
AGM of the Company.

Qualification, reservation, or adverse remark or disclaimer made by the Statutory Auditors in the Audit report:

The Statutory Auditor's Report for the financial year ended March 31, 2026, does not contain any qualification, adverse
remark, reservation, or disclaimer and therefore, does not call for any further explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.

8. COST AUDITORS:

The Company has made and maintained cost accounts and records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 and also appointed M/s. Kiran J Mehta & Co., Cost Accountants as a Cost Auditor of the
Company for the financial year 2025-26 within the stipulated period of time. The Cost Audit Report, for the year ended March
31, 2025, was filed with the Central Government within the prescribed timeline.

M/s. Kiran J Mehta & Co., Cost Accountants have been duly reappointed by the Board to conduct the audit of the cost records
of the Company for the financial year 2026-27.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting.
Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Kiran J Mehta & Co., Cost
Accountants, to conduct the audit of cost records of the Company for the financial year 2026-27 has been included in the
Notice of the ensuing 20th Annual General Meeting of the Company. The Directors recommend the same for approval by the
Members.

9. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and
Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 has duly appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad as
the Secretarial Auditor of the Company to conduct Secretarial Audit as per the provisions of the Companies Act, 2013, for a
period of five years from the conclusion of 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting
of the Company.

The Secretarial Auditor has conducted the Secretarial Audit of the Company and the Secretarial Auditors of the Company's
material subsidiaries have carried out the Secretarial Audit for their respective entities and their reports in Form MR-3, for the
financial year 2025-26, are annexed as
"Annexure 1" to this report.

Qualification, reservation, or adverse remark or disclaimer made by the Secretarial Auditors in the Audit report:

Except as mentioned below, the Secretarial Auditor's Report for the financial year ended on March 31, 2026, does not contain
any qualification, adverse remark, reservation, or disclaimer:

The term of Mr. Rajeev Dalal as an Independent Director of the Company expired on 18th December, 2025 and the Company
was required to fill the resulting vacancy to appoint new Independent Director. However, the Company appointed new
Independent Director with effect from 14th March 2026 resulting in a delay of 85 days, thereby leading to non-compliance
with the provisions of Regulation 17(1) of SEBI LODR Regulations.

Explanation from Board of Directors of the Company:

There was a delay in the appointment of an Independent Director due to the time involved in identification, evaluation, due
diligence, approvals, and completion of the appointment process to ensure selection of a suitable and qualified candidate in
the long-term interest of the Company and its stakeholders.

The Company prioritised prudent selection and governance of the highest standard over any name sake compliance by means
of any rushed appointment.

10. INTERNAL FINANCIAL CONTROLS:

The Board has adopted the policies, processes, and structure for ensuring the orderly and efficient conduct of its business with
adequate and effective internal financial control across the organization, including adherence to the Company's policies, the
safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

Also, the Company has an internal audit system commensurate with the size of the Company and periodic audits of the
internal functions and processes of the Company are ensured by the Board of Directors.

11. CONSERVATION OF ENERGY, RESEARCH, AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS, AND OUTGO:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, appears at
"Annexure 2" to this report.

12. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:

As on March 31, 2026, the Company has (5) five wholly owned subsidiaries and (1) one partly owned subsidiary and (2) two
step down wholly owned subsidiaries and (1) step down associate company. As per the provisions of the Companies Act, 2013,
there are no direct associate or joint venture companies of the Company.

During the financial year under review, the Company acquired the remaining 30% of the total share capital of Swiss Parenterals
Limited for a total purchase consideration of Rs. 423.30 Crore, which was discharged by the Company by way of issuance of
23,06,372 (twenty three lakh six thousand three hundred and seventy two) equity shares of the Company on a preferential
basis.

There has been no material change in the nature of the business of the subsidiaries of the Company.

The Board of Directors had reviewed the affairs of all the subsidiaries of the Company.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at
https://www.eris.co.in/investor-relations/corporate-governance/policies

13. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE
COMPANY:

Pursuant to Section 129(3) of the Companies Act, 2013, and Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial statements of the Company's subsidiaries / joint ventures / associate
companies, bringing out the highlights of their performance, appear at Form AOC-1 which appear at
"Annexure 3" to
this report. Details pertaining to the subsidiaries of the Company are provided in the notes to the Consolidated Financial
Statements.

The Audited Financial Statements of Company's subsidiaries for the financial year ended March 31, 2026, are available
on the web link
https://www.eris.co.in/investor-relations/financials and the same are also available for inspection at the
Registered Office of the Company as per the details mentioned in the notice of the 20th Annual General Meeting. Your
Company will also make available these documents upon request by any Member of the Company interested in obtaining
the same, subject to compliance of the applicable provisions of the Companies Act, 2013.

14. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared pursuant to Section 129(3) of the Companies Act, 2013 read
with Rule 8(1) of the Companies (Accounts) Rules, 2014, and also as per the Indian Accounting Standards prescribed by the
Institute of Chartered Accountants of India (ICAI), in this regard. The Consolidated Financial Statements have been prepared
on the basis of audited financial statements of the Company and its subsidiaries as approved by their respective Board of
Directors.

15. ANNUAL RETURN (MGT-7):

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in form MGT-7 of
the Company as on March 31, 2026, is available on the Company's website at
https://www.eris.co.in/investor-relations/
corporate-governance/compliance/ars

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

The details of the CSR Committee composition, meetings, and the attendance of the Members at the meetings along with
other details appear in the Report on Corporate Governance which forms part of this Annual Report.

The annual report on CSR in the prescribed form appears at "Annexure 4" to this Report. The content of the CSR Policy is
available on the website of the Company at
https://www.eris.co.in/investor-relations/corporate-governance/policies

17. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis ('MDA') for the year under review, as stipulated under the SEBI Listing Regulations,
is presented in a separate section which forms a part of this Annual Report.

18. CORPORATE GOVERNANCE:

Except for the non-compliance with Regulation 17(1) of the SEBI LODR Regulations as disclosed in this Report, the Company
has complied with the Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance and the
Practicing Company Secretary's Certificate confirming compliances thereof appears at
"Annexure 5" to this report.

19. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Business Responsibility & Sustainability Report as required under Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social,
and governance perspective appears separately in the Annual Report.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, your Company's Board has eight members. This includes four Executive Directors, and four Non¬
Executive Independent Directors, one of whom is a Woman Independent Director. The details about the Board and Committee
composition, director tenure, and more appear in the Corporate Governance Report, which is part of this Annual Report.
During the year, the following were the changes in Directors/ Key Managerial Personnel:

1. Mr. Rajeev Dalal (DIN: 00222650), Non-Executive - Independent Director, retired on completion of his term of appointment
and ceased to be the Independent Director with effect from the close of business hours on December 18, 2025;

2. Pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013, and the recommendation of the
Nomination and Remuneration Committee, the Board of Directors, vide circular resolution passed on March 14, 2026,
appointed Mr. Vineet Varma (DIN: 11600100) as an Additional Director (Independent) of the Company, for a term of 5 years
commencing from March 14, 2026, upto March 13, 2031.

After the end of the financial year 2025-26 and up to the date of this report, the following were the changes in Directors/ Key
Managerial Personnel:

1. The Members of the Company, through a Postal Ballot on May 23, 2026, approved the appointment of Mr. Vineet
Varma (DIN: 11600100) as a Non-Executive Independent Director of the Company for a consecutive term of five (5) years
commencing from March 14, 2026, and ending on March 13, 2031.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act,
2013, and Regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as prescribed
thereunder.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the
Companies Act, 2013, and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience, and expertise (including proficiency in terms of Section 150(1) of the Act and
applicable rules made thereunder).

The Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model and related risks of the Company, etc. The brief details
of the familiarisation programme are available on the website of the Company at
https://www.eris.co.in/investor-relations/
corporate-governance/policies

There were no changes in Key Managerial Personnel during the financial year 2025-26.

Re-appointment / Appointment

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Kaushal
Kamlesh Shah (DIN: 01229038) retires by rotation at the forthcoming 20th Annual General Meeting and being eligible, offers
himself for re-appointment.

Necessary resolutions for approval of the re-appointment of the aforesaid Directors have been included in the Notice of the
ensuing 20th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year under review, the Board of Directors of the Company duly met 7 (seven) times. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013, and Listing Regulations.

The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the
report on Corporate Governance which forms part of the Annual Report.

22. COMMITTEES OF THE BOARD:

The Company has the following 6 (six) Board Committees which have been established in compliance with the requirement
of applicable law(s) and statute(s) and function accordingly:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Executive Committee

The details with respect to the composition, terms of reference, number of meetings held, and other disclosures required to
be made in the Board's report etc. of these Committees are given in the report on Corporate Governance which forms part of
the Annual Report.

23. EMPLOYEES' STOCK OPTION SCHEME:Eris Lifesciences Employee Stock Option Plan 2017

The 'Eris Lifesciences Employee Stock Option Plan 2017' ("ESOP 2017") was approved by the shareholders at their Extra
Ordinary General Meeting held on February 03, 2017, and subsequently in the Eleventh Annual General Meeting held on
September 29, 2017, the Shareholders duly ratified the said Plan. The details as required to be disclosed under the Companies
Act, 2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 [SEBI SBEB, 2021] are annexed as
"Annexure 6" and the same are also available on the Company's website at:
https://www.eris.co.in/investor-relations/announcements-notices

Eris Lifesciences Limited Employee Stock Option Plan 2021

The 'Eris Lifesciences Employee Stock Option Plan 2021' ("ESOP 2021") was approved by the shareholders at their Fifteenth
Annual General Meeting held on September 01, 2021. The details as required to be disclosed under the Companies Act,
2013, read with the rules made thereunder and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 [SEBI SBEB, 2021] are annexed as
"Annexure 7" and the same are also available on the Company's website at:
https://www.eris.co.in/investor-relations/announcements-notices

The objects of the Schemes are, inter alia, to provide an incentive to reward and motivate employees and enable them to
participate in the long-term financial growth of the Company. The Company has granted stock options to eligible employees.
The options will be exercisable into equity shares as per the terms and conditions stipulated in the above plan(s).

The certificate from the Secretarial Auditors of the Company certifying that the Scheme is implemented in accordance with
the SEBI SBEB, 2021, and the resolutions passed by the members in this regard shall be available at the 20th Annual General
Meeting for inspection by members.

24. CONTRACTS WITH RELATED PARTIES:

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can
be accessed through the web link:
https://www.eris.co.in/investor-relations/corporate-governance. All contracts/
arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary
course of business and on an arm's length basis.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act as per the
last audited financial statements are given in Form AOC-2 provided at
"Annexure 8" to this Report.

25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED BY THE
COMPANY:

Details of loans, guarantees and investments, etc covered under section 186 of the Companies Act, 2013, appear in the notes
to the financial statements.

26. PROTECTION OF WOMEN AT WORKPLACE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the financial year
ended March 31, 2026.

Number of Complaints Received, Solved and Pending during the year:

No. of complaints of sexual

No. of complaints disposed off during

No. of cases pending for more than

harassment received during the year

the year

ninety days

01

01

NIL

27. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions
of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women
employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity
Benefit Act, 1961. The Company has also ensured a safe and supportive working environment, including provisions for creche
facilities where applicable, in line with statutory requirements.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that
there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

28. RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk
management plan for the Company.

The Risk Management Committee is responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. The development and implementation of risk management policy have been covered in the
Management Discussion and Analysis, which forms part of this report.

29. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of an
actual or suspected violation, wrongdoings, or any illegal or unethical, or improper practice which may adversely impact the
image and/or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower
Policy) for Directors and employees to report genuine concerns.

This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil
mechanism to bring any wrong deed(s) to the notice of the Company.

During the financial year under review, the implementation of the vigil mechanism has been properly and regularly monitored
by the Audit Committee. However, no complaints or instances in this regard have been reported in the financial year 2025-26.
The said policy is available on the Company's website at
https://www.eris.co.in/investor-relations/corporate-governance

30. DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms that:

• In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any;

• They had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial
year and of the profit of the Company for that period;

• They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

• They had prepared the annual accounts on a going concern basis;

• They had laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and are operating efficiently; and

• They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and were operating effectively.

31. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company has in place a policy on remuneration of Directors, Key Managerial Personnel ("KMP") and Other Employees
which appear at
"Annexure 9" to this report.

The details of parameters adopted for evaluating the performance of Non-Executive Directors appears in the Report
on Corporate Governance which forms part of this Annual Report and also available on the Website of the Company at
https://www.eris.co.in/investor-relations/corporate-governance

32. MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS HAS BEEN CARRIED OUT:

The Board adopted the evaluation performed by the Independent Directors on the Board's performance carried out
in accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015, ("SEBI LODR") Reg. 25(4)(a) which took into account factors like 'ability to create value for
its shareholders while ensuring legal compliances' and 'corporate governance norms'. Satisfaction has been recorded about
the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria
approved by the Nomination and remuneration committee of the Company. The Board records its satisfaction about the
performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the
Company has been carried out by the Independent Directors in accordance with SEBI LODR Reg. 25(4)(b) and stands duly
adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent
Directors in accordance with SEBI LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members
of the Board were evaluated at the Board Meetings based on parameters adopted by the Nomination and Remuneration
Committee.

33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and General Meetings.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2), & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at
"Annexure 10".

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except for the declaration and payment of an interim dividend of Rs. 7.21 per equity share during the financial year
2026-27, there were no material changes and commitments that occurred between the end of the financial year to which the
financial statements relate and the date of this Report.

36. PUBLIC DEPOSITS:

The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the
beginning or at the closure of the financial year under review.

37. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act,
2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:

• Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.

• Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (Share Capital and Debenture) Rules, 2014
regarding issue of equity shares with differential rights.

• Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of
employees.

• Issue of shares (including sweat equity shares) to the employees of the Company under any scheme, save and except
Employees' Stock Options Plans referred to in this Report.

• Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or
the Wholetime Directors of the Company as per section 197(14) of the Companies Act, 2013.

• Revision in the financial statements (apart from regrouping adjustments) or directors' report in any of the three preceding
financial years.

• Regulation 32(4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by
public issue.

• Change in the nature of business as per Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014.

• Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and
Company's operations in future.

• Details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year under review along with their status as at the end of the financial year.

• Details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done
while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

38. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from
all the stakeholders during the year under review. The Board of Directors also wish to place on record its deep sense of
appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of DirectorsAmit Bakshi
(DIN: 01250925)

Chairperson & Managing Director
Date: August 31, 2026
Place: Ahmedabad