Interarch Building Solutions Ltd

TO THE MEMBERS

The Board of Directors are pleased to present their 42^nd Board Report on the business and operations of Interarch Building Solutions Limited (formerly known as Interarch Building Products Limited) ("the Company") along with Audited Financial Statements, prepared in compliance with Ind-AS Accounting Standards, for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

(Amt in Rs. Lacs)

2. REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

For the Financial Year ended March 31, 2025, your Company delivered a strong performance, reporting a total revenue from operations of Rs. 145,382.54 Lacs, reflecting a healthy year-on-year growth of 12.41%.

This growth has been driven by sustained operational efficiency, strategies, and a focus on value-added offerings. It underscores the resilience of the Company's business model and its ability to adapt to evolving market dynamics.

The Profit After Tax (PAT) for the year stood at Rs.

10,782.89 Lacs, compared to Rs. 8,626.20 Lacs in the previous financial year. This represents a notable increase of approximately 25%, showcasing the Company's continued emphasis on cost optimisation, improved margin realisation, and robust financial discipline. The improved profitability also reflects the positive outcomes of strategic initiatives undertaken across business verticals.

In line with statutory requirements, the financial statements for the year under review have been prepared in accordance with the applicable provisions and of the Companies Act, 2013, including Section 133 and Schedule III, as amended. The preparation is also fully compliant with the Companies (Indian Accounting Standards) Rules, 2015, as amended, which mandate the application of Indian Accounting Standards (Ind AS).

3. TRANSFER TO RESERVE

During the year under review, the Company has transferred a sum of Rs. 10,782.89 Lacs to Retained

Earnings out of the net profit for the financial year ended March 31, 2025. This transfer reflects the Company's prudent approach to financial management, aimed at strengthening its internal accruals and building a solid financial foundation for future growth and expansion.

As a result of this transfer, the total Reserves and Surplus of the Company stood at Rs. 72,839.57 Lacs as on March 31, 2025. This healthy reserve position provides the Company with enhanced financial flexibility, enabling it to invest in long-term strategic initiatives, manage contingencies effectively, and ensure sustainable value creation for stakeholders. The Company remains committed to maintaining a strong balance sheet, with a focus on financial discipline, operational efficiency, profitability.

4. LISTING OF SHARES THROUGH INITIAL PUBLIC OFFER (IPO)

O Filing of Draft Red Herring Prospectus (DRHP) and Updated Draft Red Herring Prospectus (UDRHP):

During the Financial Year 2024-25, the Company initiated the process of its Initial Public Offering

(IPO) to raise capital for strategic growth and expansion. As part of this process, the Company filed its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI) on March 18, 2024. Subsequently, an

Updated Draft Red Herring Prospectus (UDRHP) was filed on August 01, 2024, and SEBI granted its approval for the IPO vide approval letter dated August 08, 2024.

The IPO comprised an aggregate issue size of Rs. 6,002.87 million, structured as follows: A Fresh Issue of 2,224,539 equity shares of face value Rs. 10 each, aggregating to Rs. 2,000.00 million, intended to meet the Company's capital requirements and general corporate purposes.

An Offer for Sale (OFS) of 4,447,630 equity shares of face value Rs. 10 each, aggregating to Rs. 4,002.87 million, by certain existing shareholders, allowing them to monetise their investments.

As part of the IPO, the Company had reserved a portion of equity shares for its eligible employees and had extended a discount of Rs. 85 per equity share on the final issue price to such employees, recognising their contribution and to encourage their continued association with the Company. O In-principle approval on DRHP:

In connection with the proposed Initial Public

Offering (IPO), the Company received in-principle approvals from the BSE Limited (BSE), National Stock Exchange of India Limited (NSE), and the Securities and Exchange Board of India (SEBI).

These approvals were granted based on the

Draft Red Herring Prospectus (DRHP) filed by the Company on March 18, 2024, as part of the regulatory process governing public offerings in

India. The in-principle approvals from the Stock exchanges and SEBI were received vide their respective letters dated June 14, 2024.

These approvals marked a significant milestone in the IPO journey of the Company, affirming regulatory compliance and enabling the Company to proceed with subsequent steps in the public offering process, including the filing of the Updated DRHP, obtaining final observations, and undertaking marketing and investor engagement activities in line with applicable laws.

O Filing of Red Herring Prospectus and Prospectus:

Red Herring Prospectus was filed with SEBI and

Registrar of Companies on August 12, 2024 and the Prospectus was filed with the SEBI and

Registrar of Companies on August 21, 2024. O Opening of Issue:

The Public Issue was open for a period of three days from Monday, August 19, 2024 to Wednesday, August 21, 2024. Anchor investor was opened on Friday, August 16, 2024.

O Allotment of Shares:

On August 22, 2024, pursuant to the Initial

Public Offering (IPO) of the Company, a total of

2,224,539 equity shares of face value Rs. 10 each were allotted under the Fresh Issue component. Additionally, 4,447,630 equity shares of face value Rs. 10 each, offered under the Offer for

Sale (OFS) by the selling shareholders, were transferred to successful applicants at an Issue Price of Rs. 900 per equity share, which included a share premium of Rs. 890 per equity share.

The allotment was made to various categories of investors in accordance with the basis of allotment approved in consultation with the authorised representative of BSE Limited, the designated stock exchange, and duly approved by the IPO Committee of the Company.

Pursuant to the allotment of equity shares under the Fresh Issue, the paid-up share capital of the Company increased from Rs. 144,158,920 (comprising 14,415,892 equity shares of Rs. 10 each) to Rs. 166,404,310 (comprising 16,640,431 equity shares of Rs. 10 each).

O Listing of Shares:

The Company received trading approval from BSE Limited and the National Stock Exchange of India Limited (hereinafter collectively referred to as the "Stock Exchanges") for the listing and trading of 16,640,431 equity shares of the Company, pursuant to the letter dated August 23, 2024. In accordance with the said approval, the equity shares of the Company were duly listed and admitted to dealings on the Stock

Exchanges with effect from August 26, 2024. This milestone marks a significant in the Company's journey, enhancing its visibility in the capital markets, improving liquidity for its shareholders, and providing access to a broader investor base. The listing is expected to further strengthen the Company's corporate governance framework and support its future growth initiatives. The promoters of the Company in its Initial Public

Offering (IPO) comprised a group of experienced and visionary individuals who have played a pivotal role in the growth and development of the organisation. Mr. Arvind Nanda, Mr. Gautam Suri, Mr. Ishaan Suri, and Mr. Viraj Nanda were the key promoters at the time of the IPO. Each of them brought distinct strengths, industry knowledge, and strategic leadership to the Company. Their collective expertise, long-term commitment, and entrepreneurial drive were instrumental in establishing a strong foundation for the business and steering it toward sustainable growth. As promoters, they have been deeply involved in shaping the Company's vision, governance, and operational excellence, which significantly contributed to the success of the IPO and the Company's subsequent listing on the Stock Exchanges.

O Deviation In Utilisation of Funds Raised Through Initial Public Offer (IPO) and

Pursuant to Regulation 32(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, during the financial year under review, sought and obtained the approval of its Members through a Special Resolution passed on February 22, 2025. This resolution pertained to a variation in the terms of the objects stated in the offer document related to the Company's Initial Public Offering (IPO).

The variation specifically involved the reallocation of unutilised IPO proceeds amounting to Rs. 287.90 million, which were originally earmarked for the establishment of a new manufacturing facility in the state of Andhra Pradesh. Upon careful assessment of the evolving business environment, project feasibility, and strategic priorities, the Company decided to revise its plan in thebestinterestofoperationalefficiency and shareholder value.

Further, after the closure of Financial year the company under review, sought and obtained the approval of its Members through a Special Resolution passed on May 03, 2025 through a Postal Ballot. This resolution pertained to a variation in the terms of the objects stated in the offer document related to the Company's Initial Public Offering (IPO) and modified by the Shareholders though a Special Resolution passed through a postal Ballot.

Your Company had appointed Crisil Ratings Limited as the Monitoring Agency in terms of regulation 41(2) of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds and had obtained a monitoring report, for the quarter and year ended March, 2025, and submitted the same with Stock Exchanges. The proceeds realised by the Company from the IPO will be utilised as per objects of the offer disclosed in the Prospectus of the Company.

5. BUSINESS PERFORMANCE AND FUTURE OUTLOOK

It gives us immense pleasure to present this brief report our very first as a listed company for the Financial Year 2024-25. This marks an important milestone in the journey of Interarch, and we are proud to now share our progress with thousands of shareholders across the country.

The past year has been a remarkable one for us, reflecting a strong upward trajectory in our business performance. These results build on the positive momentum of recent years, which were already showing healthy growth. The strides we've made this year signify not just numbers, but the realisation of long-term strategies, hard work, and continued commitment to excellence.

Your Company went public nearly a year ago, with our listing on August 26, 2024 and the journey since then has been both enriching and instructive. The transition from a closely held company to a public one has brought with it invaluable experiences, insights, and opportunities for growth. Over the past 12 months, we have had the privilege of interacting with many of you — whether in person, through investor funds, or on virtual platforms such as Zoom. These engagements have been deeply encouraging and your Company is on have the right path.

With the continued support and guidance of our shareholders and the wisdom of our esteemed Board of Directors, we are optimistic about the road ahead. Your Company is committed to accelerating our pace of growth,aligningourstrategieswiththebroadereconomic development unfolding across India. Our focus remains on building long-term value while ensuring transparency, good governance, and operational excellence. Large Indian corporations and multinational companies operating in India are expanding at a rapid pace, and Interarch is well-positioned to actively participate in this growth journey. Over the years, the company have built a strong reputation as a customer-centric organisation, dedicated to fulfillingour commitments and partnering closely with our clients to achieve their goals.

The growing recognition and trust placed in Interarch by some of the most respected and top-tier companies in the country is a significant

— and a testament to our consistent focus on quality, reliability, and collaborative engagement. We see this as both an endorsement of our capabilities and a responsibility to continuously raise our standards.

Large Indian corporations and multinational companies operating in India are experiencing rapid growth, and your Company is fully committed to being an active participant in this upward trajectory. We have consistently positioned ourselves as a customer-centric organisation, focused on forging long-term partnerships with our clients by delivering on our commitments and aligning ourselves with their milestone, evolving needs. The recognition and acceptance of Interarch by leading companies across the country stand as a testament to our reliability, capability, and the value we bring to their businesses.

Over the past year, we have strategically expanded our production capacities at our facilities in Andhra Pradesh and Kiccha (Uttarakhand). These enhancements are aligned with our growth objectives and are expected to play a critical role in helping us meet our projected performance targets. In addition, we have acquired new land in Andhra Pradesh, supplementing the land secured in Gujarat last year. These two sites have been identifiedas key locations for future expansion, and we are confident that they will allow us to establish new production plants efficiently forward-looking investment will ensure that the company remains agile and well-prepared to serve the growing demands of the Indian market in the years to come. Your Company is also planning to set up a dedicated facility for heavy pre-engineered steel structures in Andhra Pradesh in the coming months, along with a new pre-engineered buildings (PEB) plant in Gujarat. Both facilities are expected to be operational within the next 12 months and are projected to reach full capacity by the end of Calendar Year 2026. Once these plants are established, we aim to enter the high-rise and data centre markets in a significant way.

Your Company has also partnered with Moldtek Technologies to strengthen our engineering capabilities and support the development of our export business. Moldtek is a well-established name in engineering services, particularly in the North American market, and we aim to collaborate closely with them to build a strong presence for our products in that region. In addition, we are actively engaging with several general contractors across North America to expand our export footprint.

Your Company is also exploring export opportunities in Canada/USA, Africa and CIS countries, where we see promising potential. Our goal is to build a robust and sustainable export vertical over the coming years. To further support our growth and enhance our engineering and design capabilities, we are setting up two new engineering offices in Bangalore and Kochi.

Your Company's reputation and recognition in the PEB industry have reached remarkable heights. Today, most companies setting up manufacturing or warehousing facilities prefer Interarch as their trusted partner. This marks a significant as such brand preference and technical trust are key differentiators and a core USP in our line of business

Further reinforcing this position, your Company has secured the largest single PEB order (in the public domain) ever awarded to a single company in India. Traditionally, such large-scale projects were divided among multiple PEB providers. Securing this order independently places Interarch on a distinct pedestal and highlights our capability to handle complex, high-volume projects with confidence and efficiency.

Over the past year, we have also introduced ESOPs for our senior and high-performing employees who have been instrumental in bringing Interarch to this level of success. This loyal and dedicated team forms the backbone of our achievements so far and will continue to be the driving force behind our future milestones.

At Interarch, our team extends beyond our internal employees to include our world-class vendors, transporters, job workers, and erectors. In our line of business, success is built on seamless collaboration, and we firmly believe that we cannot achieve our goals or sustain growth without the unwavering support of this extended team. We sincerely thank each one of them for their invaluable contributions.

We would also like to express our gratitude to our banking partners for their continued trust and support, which have been crucial to our expansion journey. A special note of appreciation goes to the exceptional team that led our IPO process and continues to ensure smooth post-listing compliance.

Team Interarch assures our shareholders and investors that we are fully committed to driving sustained and high-quality growth, while remaining customer-centric, transparent, and firmly grounded in ethical business practices.

6. KEY AWARDS AND RECOGNITIONS

Your Company continues to be recognised as one of the most admired and respected organisations in the industry, known for its commitment to quality, innovation, sustainability, and customer satisfaction. Over the years, we have consistently demonstrated excellence across our operations, which has earned us several prestigious awards and accolades from industry bodies, trade associations, and government institutions.

These recognitions reflect the unwavering dedication of our employees, the trust of our customers, and the strength of our business practices. They serve as a strong validation of our efforts to uphold the highest standards in manufacturing, corporate governance, environmental responsibility, and technological advancement.

These recognitions not only strengthen our corporate reputation but also inspire us to continually raise the bar, drive innovation, and deliver enhanced value to all our stakeholders.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR THE YEAR UNDER REVIEW, FORMS PART OF THE ANNUAL REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2)(e) and Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this report.

8. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 12.50 per equity share for the financial year

2024–25, as against no dividend declared in the previous year. The recommended dividend is subject to the approval of the Members at the 42^nd Annual General Meeting (AGM) of the Company.

The Company has fixed September 15, 2025 as the

Record Date for determining the eligibility of Members to receive the said dividend for the financial year ended March 31, 2025, if approved at the AGM.

The proposed dividend is in line with the Dividend Distribution Policy of the Company, which aims to balance rewarding shareholders and retaining sufficient earnings to support future growth.

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's website i.e https://www.interarchbuildings.com/frontend/pdfs/ Dividend-Distribution-Policy-aug25.pdf.

9. DEPOSITS

The Company has not accepted any deposits at any time, including during the year under review. Accordingly, there were no outstanding deposits as defined under Sections 73 to 76 of the Companies

Act, 2013, read with the applicable rules, as at the end of the Financial Year 2024-25 or any of the preceding financialyears

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013 in Notes to the financial statements forming part of the annual report.

In accordance with the provisions of Section 177 and Section 188 of the Companies Act, 2013, read with the relevant rules framed thereunder, as well as Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), your Company has established a robust framework for the identification, review, and approval of related party transactions (RPTs).

All RPTs entered into by the Company during the financial year under review were conducted in the ordinary course of business and on an arm's length basis, ensuring that they were consistent with commercial norms and did not confer any undue advantage to any related party. These transactions were carried out in full compliance with applicable statutory requirements, including those under the Companies Act, 2013 and the SEBI LODR Regulations. Importantly, none of the transactions were material in nature or prejudicial to the interests of the Company or its stakeholders.

In line with statutory provisions and the Company's Policy on Related Party Transactions, all RPTs were placed before the Audit Committee for prior approval. For transactions that are repetitive in nature and carried out in the ordinary course of business, the Audit Committee granted omnibus approvals, in accordance with the criteria laid down under Rule 6A of the Companies (Meetings of Board and its Powers) Rules, 2014 and the SEBI LODR Regulations.

The Audit Committee, comprising entirely of Independent Directors, exercises active oversight to ensure transparency and fairness in related party dealings. In instances where any Committee member had an interest in a transaction, such member abstained from deliberation and voting on the respective agenda item, thereby upholding the highest standards of corporate governance.

During the year, the Company did not enter into any material related party transactions requiring approval of the shareholders under Regulation 23(4) of the SEBI LODR Regulations. Additionally, no contract or arrangement was entered into that could be deemed to conflict with the interest of the Company at large.

Further, the Company has not undertaken any contracts, arrangements, or transactions falling under the ambit of Section 188(1) of the Companies Act, 2013. Consequently, the prescribed Form AOC-2 is not applicable for the financial year 2024 25, and accordingly, does not form part of this Report.

Details of related party transactions, as required under Indian Accounting Standard (Ind-AS) 24 –

Related Party Disclosures, have been appropriately disclosed in the Notes to the Financial Statements, forming an integral part of this Annual Report.

Your Company remains committed to the principles of accountability, transparency, and regulatory compliance in all its operations, including its engagements with related parties.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on dealing with Related Party Transactions (‘RPTs') and the same is available on the website of the Company at https://www.interarchbuildings.com/frontend/pdfs/ Policy-Related-Party-Transactions-aug25.pdf.

The Company has in place a comprehensive Risk Management Framework and Policy that adopts a holistic approach to safeguard the organisation from various operational and strategic risks. The framework facilitates timely identification, evaluation, and mitigation of risks that could materially impact the achievement of the Company's business objectives.

Potential risks are regularly identified, mitigation measures are implemented to address them effectively.

In compliance with Regulation 21 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has constituted a Risk Management Committee. The Committee is entrusted with the responsibility of formulating and overseeing the implementation of the Risk Management Policy. Its key functions include identifying key risks, monitoring and mitigating them, evaluating the adequacy of the risk management and internal control systems, and ensuring that appropriate methodologies, processes, and systems are in place.

The Committee also reviews risks in light of evolving industry dynamics and increasing complexities, and keeps the Board of Directors informed about the nature and content of its discussions, along with its recommendations and action plans, on a regular basis.

The Risk Management Policy of the available on the Company's website at https:// www.interarchbuildings.com/frontend/pdfs/Risk-Management-Policy-aug25.pdf. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

For Interarch, Corporate Social Responsibility (CSR) means adopting responsible business practices with active involvement from all stakeholders in decision-making and operations. It involves implementing business policies that are ethical, equitable, environmentally conscious, gender-sensitive, and considerate of differently-abled individuals. Our aim is to actively contribute to the social and economic development of the communities where we operate, thereby fostering a sustainable and improved quality of life for marginalised sections of society and enhancing the country's human development index.

I. Demonstrate commitment to the common good through responsible business practices and good governance.

II. To directly or indirectly take up programmes that benefit the communities in & around its

Work Centre and results over a period of time in Enhancing the quality of life & economic wellbeig of the local populace.

III. Engender a sense of empathy and equity among employees of Interarch to motivate them to give back to the society.

SEBI The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of the Company i.e https://www. interarchbuildings.com/frontend/pdfs/Corporate-Social-Responsibility-Policy-aug25.pdf.

The Annual Report on CSR activities is annexed and forms part of this report as Annexure-1.

The Chief Financial Officer of your Company certified that CSR spends of your Company for FY

2024-25 have been utilised for the purpose and in the manner approved by the Board of your Company.

The Company has devised an effective blower mechanism enabling stakeholders, including individual employees and their representative bodies, to communicate their concerns about illegal or is unethical practices freely.

The Company has also established a vigil for stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. Protected disclosures can be made by a whistle-blower through several channels. The Whistle-blower Policy of the Company provides for adequate safeguards against victimisation of employees who avail of the mechanism. No personnel of the Company have been denied access to the Chairperson of the Audit Committee. The Policy also facilitates all employees of the Company to report any instance of leak of unpublished price sensitive information. The whistle blower policy and vigil mechanism of the Company is available on the Company's website at https://www.interarchbuildings.com/ frontend/pdfs/Whisteblower-Policy-nov24.pdf.

During the year under review, your Company has not received any compliant under the vigil mechanism.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committee (ICC) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICC includes external members with relevant experience. The ICC presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace.

The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training / certification on POSH to sensitise themselves and strengthen their awareness.

The Composition as on March 31, 2025 are as follows:

*** In cases where a regional office has fewer than 10 members and it is determined that establishing a separate local Sexual Harassment Committee (SHC) is not feasible or practical, the responsibility for receiving, investigating, and addressing complaints related to sexual harassment in such regional be assumed by the Head Office Sexual Harassment Committee. The Head Office Sexual Harassment Committee shall manage these matters in accordance with the guidelines and procedures outlined in this policy.

The disclosures for the period under review as per the Anti Sexual Harassment Policy of the Company and applicable

Act thereof are as follows: a) Number of complaints of sexual harassment received during the year: 0 b) Number of complaints disposed-off during the year: 0 c) Number of cases pending for more than ninety days: 0 d) Number of workshops on awareness programme against sexual harassment carried out: 0 e) Nature of action taken by the employer or district officer: N.A

The Company's Policy for prevention of sexual harassment is available on the Company's website at https://www. interarchbuildings.com/frontend/pdfs/Revised-Policy-Prevention-Sexual-Harassment-Women-Workplace-oct24.pdf

16. SUBSIDIARY COMPANIES, JOINT VENTURES in accordanceAND

The Company does not have any Subsidiary, Joint venture or Associate Company.

Your Company has in place an adequate internal financial and operating controls thereby ensuring orderly and efficient adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed. The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

Your Company remains committed to maintaining the highest standards of corporate governance and ethical conduct. We believe that good governance is fundamental to building trust and delivering sustainable long-term value to all stakeholders, including shareholders, customers, employees, and the community at large.

The Company has in place a robust governance framework that ensures transparency, accountability, and fairness in all its operations and decision-making processes. The Board of Directors exercises strategic oversight and provides guidance on all major matters, while various committees of the Board, including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship

Committee, function effectively their respective charters.

During the Financial Year 2024–25, the Company has complied with all applicable provisions of the Companies Act, 2013, and rules made thereunder. In cases where SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable, the Company has ensured due compliance with the same, including timely disclosures and governance practices as mandated.

All statutory filings and compliances with regulatory authorities were completed within prescribed timelines. The internal control and compliance systems have been periodically reviewed and strengthened to support the Company's operations and risk management framework. No material non-compliances or penalties were levied by regulatory authorities during the year under review.

The Company continues to foster a culture of compliance and integrity across all levels of the organisation. Periodic training and awareness programmes on corporate policies, ethics, and legal responsibilities were conducted to ensure alignment with governance expectations.

The Board remains committed to further enhancing its governance practices in line with evolving standards and stakeholder expectations. Corporate Governance Report which forms part of this Annual Report.

As on March 31, 2025, your Company's Board has total 7 (seven) Directors comprising of two Executive Director, two Non-Executive and Non-Independent Directors and three Non-Executive Independent Directors including one Woman Director.

The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing

Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

As per Section 152 of the Companies Act, 2013, at least two third of the Directors shall be subject to retire by rotation. One-third of such Directors must retire from office at each Annual General Meeting "AGM" of the shareholders and a retiring Director is eligible for re-election. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Ishaan Suri (DIN 02714298) Director of the Company liable to retires by rotation at the forthcoming 42nd Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Ishaan Suri (DIN 02714298) as a Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

During the year under review, Mr. Dhanpal Arvind Jhaveri (DIN 02018124) Director of the Company has resigned from the post of Directorship of the Company w.e.f September 12, 2024. The Board places on record its appreciation for his invaluable contribution and guidance during his tenure as a Director.

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent

Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of

Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Annual Report.

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company as on March 31, 2025: Mr. Arvind Nanda, Managing Director Mr. Gautam Suri, Whole Time Director Mr. Manish Kumar Garg, Chief Executive Officer

Mr. Pushpendra Kumar Bansal, Chief Financial

Officer

Ms. Nidhi Goel, Company Secretary & Compliance

Officer

The Company has adopted a comprehensive and well-structured induction and familiarisation programme designed to facilitate the orientation and ongoing education of its Directors, both at the time of their appointment and on a continuing basis during their tenure on the Board.

Upon joining, every Director undergoes an induction programme that provides an opportunity to familiarise themselves with the Company's business environment, operations, organisational structure, key products and services, values, culture, and the industry landscape in which the Company operates. This programme helps new Directors to gain a thorough understanding of the Company's functioning, enabling them to contribute effectively to Board deliberations.

The induction process typically includes one-on-one interactive sessions with the Company's top management, including the Managing Director/CEO,

Chief Financial Officer, Business Unit Heads, and Functional Leaders. These sessions offer valuable insights into various facets of the Company such as its business model, long-term strategy, risk profile, key performance metrics, and ongoing initiatives. As part of the programme, Directors are also introduced to the Company's governance philosophy and practices, Board procedures and protocols, Code of Conduct, key policies (including the Policy on Related Party Transactions, Whistle Blower Policy, and Risk Management Policy), and their statutory roles, responsibilities, and obligations under the Companies Act, SEBI Listing Regulations, and other applicable laws. The details of the familiarisation programme has been posted on the Company's website https:// www.interarchbuildings.com/frontend/pdfs/ Familiarization-Program-For-Independent-Directors-aug25.pdf In addition to the initial orientation, the Company ensures that Directors are continuously updated on significant presentations at Board and Committee meetings. These presentations cover a wide range of topics including strategic initiatives, financial performance, business operations, updates on the digital transformation journey, compliance matters, changes in the regulatory environment, risk management, human resources developments, and other important issues that impact the Company.

The objective of the familiarisation programme is to ensure that all Directors are equipped with the necessary information and insights to effectively discharge their duties and responsibilities and contribute meaningfully to the governance and strategic oversight of the Company.

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee ("NRC").

The performance evaluation of the Chairman, the Non-Independent Directors, the Committees and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise ,independent judgment, governance issues, etc.

The results of the evaluation showed a high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 24, 2025.

The suggestions were considered by the Board to optimise the effectiveness and functioning of the

Board and its committees.

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the SEBI Listing Regulations which is also accessible on the Company's website at https://www.interarchbuildings.com/ frontend/pdfs/Remuneration-Policy-aug25.pdf.

There has been no change in the nature of the company's business during the year. Interarch has consistently been the torchbearer of innovation, leading the way in various segments, including metal ceilings, blinds, metal roofing, and pre-engineered buildings.

The Company obtained credit Ratings from CRISIL Limited. Credit rating of the Company as at the end of financial year

2024-25 are given below:

Further, after the closure of Financial year the company obtained the revised credit rating on April, 07, 2025 are given below:

In alignment with our strategic vision and long-term growth objectives, the Company

has undergone a significant evolving from a product-centric organisation into a comprehensive provider of end-to-end building solutions. This evolution reflects our commitment to delivering greater value to our clients by offering not just products, but holistic solutions tailored to the increasingly complex demands of modern construction and infrastructure projects.

Over the years, we have steadily broadened ourmilestone for capabilities, moving beyond the mere supply of building products to offering integrated services that include advanced design, structural engineering, state-of-the-art manufacturing, and on-site installation. Our enhanced portfolio is now geared towards providing customised, turnkey solutions for complex building requirements across industrial, commercial, infrastructure, and institutional segments.

To better reflect this expanded scope and the evolved nature of our business, the Company changed its name from Interarch Building Products Limited to Interarch Building Solutions

Limited, with effect from March 12, 2025. This change signifies our transition into a solution-driven organisation, focused on innovation, execution excellence, and customer-centric delivery.

The Company has changed its name on both the BSE and NSE, and the new name has become effective from May 14, 2025.

The new name more accurately represents the full spectrum of value-added services and solutions we now offer, reinforcing our position as a trusted partner in delivering complete, sustainable, and efficient building systems across

India.

The Company received trading approval from BSE Limited and the National Stock Exchange of India Limited (hereinafter collectively referred to as the "Stock Exchanges") for the listing and trading of 16,640,431 equity shares of the Company. The approval was granted vide letters dated August 23, 2024.

Pursuant to the said approval, the equity shares of the Company were duly admitted for listing and commenced trading on both Stock Exchanges with effect from August 26, 2024. the This listing marks a significant

Company, enabling wider public participation, enhancing transparency and corporate governance, and providing increased liquidity to shareholders. The listing also reflects the

Company's commitment to its growth strategy and strengthening investor confidence by being part of the regulated capital market framework.

The Company extends its gratitude to all stakeholders, including regulatory authorities, investors, and advisors, for their support during the successful completion of the listing process.

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Company's financial performance. During the

FY 2024-25, 9 (Nine) Board Meetings were held. The meetings were held Physically/virtually in accordance with the applicable provisions of the Companies Act, 2013. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY 2024-25 has been separately provided in the Corporate Governance Report.

The constitution of the Board Committees is in acquiescence of provisions of the Companies Act, 2013 and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted 6 (Six) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and IPO

Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

The Company has paid the Managerial Remuneration in compliance with the provisions of the Companies Act, 2013.

During the year under review, there has been the no significant regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

The Company has not issued any equity shares with differential voting rights.

The Company has not buy back any equity shares with differential voting rights.

The Company has not issued any Sweat Equity Shares during the year under review.

The Company has not issued any Bonus Shares during the year under review.

The Company has not issued any Right Shares during the year under review

Your Company implemented the "INTERARCH

ESOP SCHEME 2023" (hereinafter referred to as "the Scheme") to create, issue, offer, grant, allot and/or transfer, from time to time, up to a maximum of 7,89,505 (Seven Lacs Eighty-Nine

Thousand Five Hundred Five) Options benefits of face value Rs. 10/- each, corresponding to 7,89,505 Options of Rs. 10/- each, that may be granted under the Scheme in one or more tranches. These shall be convertible into an equivalent number of equity shares unless otherwise determined by the Compensation Committee, as constituted by the Board, in accordance with the provisions of the Scheme and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEBASE) Regulations, 2021").

The Scheme was authorised by the Board of Directors of the Company on August 17, 2023, and approved by the shareholders through special resolutions passed at the Annual General Meeting held on August 18, 2023. The Scheme was subsequently amended pursuant to resolutions of the Board and shareholders of the Company dated March 08, 2024.

Further, pursuant to Regulation 12(1) of the SEBI (SBEBASE) Regulations, 2021, no company is permitted to make any fresh grant involving the allotment or transfer of shares to its employees under any scheme formulated prior to the listing of its shares, unless such a scheme is in conformity with the SEBI (SBEBASE) Regulations,

2021 and is ratified by its members subsequent to the listing.

Accordingly, the approval of the Members was sought through a postal ballot, which was passed on February 22, 2025, for ratification of the Scheme and the issuance of Employee Stock Options ("ESOPs") to eligible employees, as may be determined by the Compensation Committee in accordance with the Scheme.

The Scheme is in full compliance with the SEBI (SBEBASE) Regulations, 2021, and the disclosures pursuant to Regulation 14, read with Part F of Schedule I of the said Regulations, are provided under Annexure 2. of The certificate the company pursuant to Regulation 13 the SEBI (SBEBASE) Regulations, 2021, that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company is annexed herewith and forms a part of Annual Report.

The Company had 2672 employees on as on March 31, 2025.

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure 3 to this Board's report. The statement containing particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 Crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 Lacs or more per month, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company at www.interarchbuildings.com. The Annual Report is being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website. In accordance with Section 136 of the Act, this exhibit is available for inspection by shareholders through electronic mode.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in Annexure 4 forming part of this Report.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2025 is available on the Company's website at www.interarchbuildings.com.

Pursuant to Section 134(5) of the Companies Act,

2013 the Board of Directors of the Company confirms that: a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date; c) the Directorshavetakenproperandsufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

In 40^th AGM, M/s S.R. Batliboi & Co. LLP, Chartered Accountants, having Firm Registration No. 301003E/ E300005 have been re-appointed as the Statutory Auditor of the Company for the period of 5 years till the conclusion of the 45^th AGM of the Company.

The Notes on financial statements referred to in the

Auditors' Report are self-explanatory and do not call for any further comments. The Statutory Auditor's

Report for the financial year 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, under subsection (12) of Section 143 of the Act.

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors had, upon recommendation of the Audit Committee has appointed M/s. BDO India LLP, Chartered Accountants, as the Internal Auditor of the Company in its meeting held on July 23, 2024 to conduct internal audit for the financial year 2024-25.

The Internal Auditors submits their report on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in the respective areas and takes necessary steps to strengthen the levels of Internal Financial and other operational controls.

Further, pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of your Company upon recommendation of Audit Committee appointed M/s. BDO India LLP, Chartered Accountants as Internal Auditors in its meeting held on May 21, 2025 to conduct the internal audit for the financial year

2025-26

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Board of Directors appointed M/s APR & Associates LLP, Company Secretaries, Practising Company Secretaries, as

Secretarial Auditor for the financial year ending March

31, 2025. The Secretarial Auditor have confirmed that the Company has complied with applicable laws and that adequate systems and processes are in place, commensurate with the Company's size and scale of operations, to monitor and ensure compliance with these laws. The Secretarial Audit Report does not contain any qualifications, or adverse remarks.

Secretarial Audit Report of the Company for the year 2024-25 in "Form MR-3" is annexed to this report as "Annexure 5".

The Secretarial Compliance Report received for the financial year 2024-25, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, Secretarial Standards, pursuant to the requirement of Regulation 24A of the Listing Regulations, The Annual Secretarial Compliance Report is available on the Company's website at the link https://www.interarchbuildings.com/frontend/ pdfs/Submission-Annual-Secretarial-Compliance-Report-31March25.pdf.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee has appointed M/s JSN & CO. as the Cost Auditors of the Company for FY 2025-26.

M/s JSN & CO. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm's length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a

General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/S JSN & CO. Forms part of the Notice of the 42^nd AGM forming part of this Annual Report.

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and

Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or any other Courts as on March 31, 2025.

The Company has filed following application against the corporate Debtors under the Insolvency and Bankruptcy Code

2016 which is pending as on March 31, 2025

Since the Company has not undertaken any onetime settlements during the year under review, no disclosure is required.

The Company has ensured adherence to all applicable provisions under the Maternity Benefit Act, 1961.

No material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our auditors

Your Directors wish to express their sincere appreciation for the cooperation and continued support received from customers, vendors, investors, shareholders, financial institutions, banks, regulatory authorities, and the society at large during the year. We also acknowledge and appreciate the contributions made by our employees at all levels, and their commitment, hard work, and support.