Dear Members,

The Board of Directors of your Company have pleasure in presenting their 19^th Annual Report (9^th Post - IPO) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2025.

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

1. FINANCIAL RESULTS:

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

2. STATE OF AFFAIRS (standalone):

• The gross sales and other income for the financial year under review were Rs. 1,733.26 crore as against Rs. 1,521.54 crore in the previous year, recording a growth of 13.91%

• The profit before tax was Rs. 120.05 crore for the financial year under review as against Rs. 328.84 crore for the previous financial year, registering a decrease of 63.49%

• The profit after tax for the financial year under review was Rs. 77.39 crore as against Rs. 299.72 crore for the previous financial year, registering a decrease of 74.18%.

3. DIVIDEND:

In line with the Dividend Distribution Policy of the Company, during the financial year under review, the Company had paid Rs. 7.35 per equity share (at the rate of 735%) as an interim dividend for the financial year 2024-25. No final dividend has been recommended by the Board of Directors.(During the previous financial year no dividend has been paid by the Company).

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://eris.co.in/corporate-governance/

4. CAPITAL EXPENDITURE (standalone):

As on March 31, 2025, the gross fixed assets (tangible and intangible) stood at Rs. 2,875.20 crore (previous financial year Rs. 1,811.19 crore) and the net fixed assets (tangible and intangible), at Rs. 2,412.18 crore (previous financial year Rs. 1,515.54 crore). Capital expenditure during the financial year under review amounted to Rs. 7.62 crore (previous year Rs. 349.04 crore).

During the financial year under review, the Company has paid cash consideration of Rs. 27 Crore towards acquisition of Eris Bionxt Private Limited (Formerly known as Chemman Labs Private Limited)

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 17,174 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2017" and 1,17,115 equity shares to its employees under the "Eris Lifesciences Employee Stock Option Plan 2021". As a result, the issued, subscribed, and paid-up share capital of the Company increased from Rs. 13,60,28,280/- (divided into 13,60,28,280 equity shares of Re. 1/- each) to Rs. 13,61,62,569/- (divided into 13,61,62,569 equity shares of Re. 1/- each). The equity shares issued under the Eris Lifesciences Employee Stock Option Plan 2017 and Eris Lifesciences Employee Stock Option Plan 2021 ranks pari-passu with the existing equity shares of the Company.

During the financial year under review, the Company had issued 1,25,000 Listed, Rated, Unsecured, Redeemable NonConvertible Debentures having face value of Rs. 1,00,000/- each aggregating to Rs. 12,50,00,00,000/- for refinancing the existing debt and reduction of liabilities.

7. STATUTORY AUDITORS:

M/s. Deloitte Haskins & Sells LLP, having Firm's Registration No. 117366W/W-100018, Statutory Auditors of the Company, were re-appointed at the 15^th Annual General Meeting (AGM) held on September 01, 2021, and will complete their term at the end of the ensuing 19^th AGM (9^th Post IPO) of the Company.

The Board has recommended the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as Statutory Auditors of the Company, for a period of five years from the conclusion of the ensuing 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting of the Company. M/s. Walker Chandiok & Co. LLP have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.

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

The Auditor's Report for the financial year ended March 31, 2025, 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 2024-25 within the stipulated period of time. The Cost Audit Report, for the year ended March 31, 2024, was filed with the Central Government within the prescribed timeline.

M/s. Kiran J Mehta & Co., Cost Accountants have been duly reappointed by Board to conduct the audit of the cost records of the Company for the financial year 2025-26.

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 2025-26 has been included in the Notice of the ensuing 19^th 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) Regulation, 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 the ensuing 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting of the Company.

The Secretarial Auditor of the Company and its material subsidiaries have carried out the Secretarial Audit for their respective entities and their reports in Form MR-3, for the financial year 2024-25, are annexed as "Annexure 1" to this report.

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

The Secretarial Auditor's Report for the financial year ended on March 31, 2025, 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.

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, 2025, the Company has (4) four wholly owned subsidiaries and (2) two partly owned subsidiaries 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 100% stake in Eris Bionxt Private Limited (Formerly known as Chemman Labs Private Limited) at the company valuation of Rs. 27 crore through judicious mix of internal accruals and borrowings.

During the financial year under review, Eris Bionxt Private Limited acquired 30% stake in Levim Lifetech Private Limited at the company valuation of Rs. ~51.43 crore through inter corporate borrowing.

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://eris.co.in/corporate-governance/

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, appears at Form AOC - 1 which appears 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, 2025, are available on the web link https://eris.co.in/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 19^th 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, 2025, is available on the Company's website at https://eris.co.in/corporate-governance/

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://eris.co.in/corporate-governance/

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:

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:

During the year under review, no changes occurred in the constitution of the Board of Directors of the Company.

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. Monthly updates on performance/developments of the Company are sent to the Directors. The brief details of the familiarisation programme are available on the website of the Company at https://eris.co.in/corporate-governance/.

There were no changes in Key Managerial Personnel during the financial year 2024-25.

Re-appointment / Appointment

Pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013, and the recommendation of the NRC, the Board of Directors, vide resolution passed on June 30, 2025, duly re-appointed:

• Mr. Amit Indubhushan Bakshi as a Managing Director of the Company for further term of 5 years commencing from April 01, 2026, up to March 31, 2031.

• Mr. Inderjeet Singh Negi as a Whole Time Director for further term of 5 years commencing from April 01, 2026, up to March 31, 2031.

• Mr. Kaushal Kamlesh Shah as a Whole Time Director for further term of 5 years commencing from October 01, 2025, up to September 30, 2030.

• Mr. Krishnakumar Vaidyanathan as a Whole Time Director for further term of 5 years commencing from September 01, 2026, up to August 31, 2031.

Necessary resolutions for approval of the re-appointment of the aforesaid Directors have been included in the Notice of the ensuing 19^th 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 year under review, the Board of Directors of the Company duly met 5 (five) 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