Interarch Building Solutions Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

The Board of Directors is pleased to present their 43rd 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 31,2026.

1. FINANCIAL HIGHLIGHTS

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

For the Financial Year ended March 31, 2026, your
Company delivered a strong performance, reporting
a total revenue from operations of '' 189,800.10 Lacs,
reflecting a healthy year-on-year growth of 30.55%.
This growth has been driven by sustained operational
efficiency, enhanced market reach, customer-centric
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
'' 13452.49 Lacs, compared to '' 10782.89 Lacs in
the previous financial year. This represents a notable
increase of approximately 24.75%, 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
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 '' 13,452.49 Lacs to Retained
Earnings out of the net profit for the financial year
ended March 31, 2026.

Subsequent to this transfer, the Company paid
dividend of '' 2,096.48 Lacs out of retained earnings
for the FY 2025-26.

4. VARIATION IN THE OBJECTS OF THE ISSUE AND
MONITORING AGENCY

Pursuant to Regulation 32 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Company obtained the

approval of its Members by way of Special Resolutions
passed through postal ballot on May 03, 2025 and
March 27, 2026, respectively, for variation in the
terms of the objects of the Issue referred to in the
Prospectus relating to the Initial Public Offer ("IPO").

Variation approved on May 03, 2025

Pursuant to the Special Resolution passed on May 03,
2025, the Members approved the following variations
in the utilisation of the unutilised IPO proceeds:

• Out of the unutilised IPO proceeds of '' 258.96
million, originally earmarked for setting up the
manufacturing facility in Andhra Pradesh, '' 50.00
million was reallocated towards Andhra Pradesh
Manufacturing Facility - II for making the final
payment towards the acquisition of land. The
balance amount of the unutilised proceeds
continues to be utilised for the objects specified
in the Prospectus.

• Out of the unutilised IPO proceeds of '' 404.10
million, originally allocated towards financing
the capital expenditure for the upgradation
of the Kichha Manufacturing Facility and Tamil
Nadu operations, '' 45.00 million was reallocated
towards the expansion of Andhra Pradesh
Manufacturing Facility - II for making the final
payment towards the acquisition of land. The
balance amount of the unutilised proceeds
continues to be utilised for the remaining objects
specified in the Prospectus.

• The revised objects approved under the above
Special Resolution were proposed to be achieved
on or before March 31,2026.

Variation approved on March 27, 2026

Pursuant to the Special Resolution passed on
March 27, 2026, the Members approved a further
variation in the utilisation of the unutilised IPO proceeds.

Out of the unutilised IPO proceeds of '' 129.40 million,
originally allocated as follows:

• '' 26.50 million towards Andhra Pradesh Unit-I;
and

• '' 102.90 million towards the upgradation
of the Kichha and Tamil Nadu / Pantnagar
manufacturing facilities, the Company approved
the reallocation of the entire amount of '' 129.40
million, together with an additional '' 0.42 million,
representing savings in land acquisition costs,
towards the development of Andhra Pradesh
Manufacturing Facility - II.

The revised object is proposed to be completed on
or before March 31, 2027. In the event that execution
extends beyond the proposed timeline, the balance
expenditure shall be incurred in subsequent financial
year(s), subject to the approval of the Board of
Directors and in compliance with the applicable
provisions of law.

5. BUSINESS PERFORMANCE AND FUTURE OUTLOOK

During the financial year under review, your Company
achieved another record-breaking year, reaching new
milestones in both performance and growth.

The Company delivered its highest-ever revenue
and profitability while achieving growth of nearly
30%, significantly surpassing its projections and
expectations. This also marked the Company''s first
full financial year as a listed entity. The Company not
only fulfilled the commitments made prior to its Initial
Public Offering (IPO) but exceeded them, thereby
creating value for its shareholders.

The year was marked by severalsignificant
achievements. The Company successfully executed
the largest single Pre-Engineered Building (PEB) order
in its history while securing business from several
prestigious new customers. Major orders were
received from Ather, Ascendas, Rungta Mines, Tata
Jaguar, Tecno Data Centre, Takenaka, World Green
Energy, JSW JFE, Indo Asia Copper, Bhuwaneshwari
Foods & Beverages and CESC Green Power. Many
of these organisations partnered with the Company
for the first time, reaffirming its growing market
leadership and customer confidence. The Company
also strengthened its presence in emerging sectors
such as renewable energy, solar power and data
centres, which are expected to remain key growth
drivers in the years ahead.

A significant milestone during the year was the
Company''s entry into the high-rise building segment.
The Company secured two projects in the National
Capital Region (NCR) for structural steel solutions for
high-rise buildings. The Company believes that steel
structures will play an increasingly important role in
the development of modern high-rise commercial and
institutional buildings across India.

During the year, the Company successfully completed
the Andhra Pradesh PEB Phase II expansion as
well as the third production line at its Kichha PEB
manufacturing facility. Both facilities have been
operationalsince September 2025, significantly
enhancing the Company''s manufacturing capabilities.

In addition, the Company commenced construction
of two strategically important projects-a new PEB
manufacturing facility in Gujarat and a Heavy Steel
Structures (HSS) manufacturing facility in Andhra
Pradesh.

Both projects are progressing according to schedule.
Gujarat Phase I commenced operations in July 2026,
while the Andhra Pradesh Heavy Steel Structures
facility is being commissioned in August 2026.
Gujarat Phase II is expected to be completed before
December 2026.

The Gujarat manufacturing facility marks the
Company''s first production base in Western India and
represents an important strategic investment. Gujarat
and Maharashtra have consistently been among the
Company''s largest markets. A local manufacturing
presence will significantly improve delivery timelines,
logistics efficiency and customer service while
enabling the Company to compete more effectively in
the price-sensitive mid-sized project segment.

The Heavy Steel Structures facility represents
another transformational step in the Company''s
growth journey. It will enable the Company to offer
comprehensive structural steel solutions across a
much wider spectrum of industries and applications.
Steel is increasingly becoming the preferred
construction material worldwide due to its strength,
speed of construction, sustainability and cost
efficiency.

India is currently witnessing one of the most significant
infrastructure and industrial development phases in
its history. Steel-based construction will play a vital
role in supporting this transformation. The Company''s
long-term vision is to position itself as a leading
provider of light, medium and heavy steel building
solutions across diverse sectors. Whether it is
manufacturing facilities, heavy-load data centres,
steel plants, high-rise commercial and institutional
buildings, shopping malls, stadiums, ports or power
plants, the Company aims to serve customers across
these industries.

The Heavy Steel Structures facility will substantially
expand the Company''s addressable market and
position it to participate in some of India''s largest
infrastructure and industrial projects. Phase II of the
Andhra Pradesh HSS project has already commenced
and is expected to become operational during the first
half of 2027. The Company also possesses sufficient
land and has plans in place for a future Phase III
expansion as demand continues to grow.

The future of steel buildings in India is exceptionally
promising. The country remains at the beginning of a
long-term growth cycle driven by rapid industrialisation,
infrastructure development, manufacturing
expansion and increasing warehousing demand.
Government initiatives such as the Production Linked
Incentive (PLI) Schemes, Make in India, semiconductor
manufacturing, renewable energy, electric vehicles,
battery manufacturing and data centre development
are expected to generate significant demand for
Pre-Engineered Buildings and structural steel
solutions. The Company remains well positioned to
capitalise on these emerging opportunities.

The Company''s export business also recorded
encouraging progress during the year. Orders were
secured from Africa, Myanmar, the United States
and Canada, while relationships with several leading
customers in North America continued to strengthen.
These relationships are expected to evolve into
long-term strategic partnerships and contribute
meaningfully to future growth. The Company
also intends to expand its presence in additional
international markets, particularly the Middle East.
Building a strong export business remains an
important strategic objective, and the Company is
encouraged by the recognition its quality standards,
engineering capabilities and delivery performance
continue to receive from international customers.

India continues to remain one of the fastest-growing
major economies in the world. Stable government
policies, increasing emphasis on manufacturing and
employment generation, Free Trade Agreements,
Bilateral Investment Treaties and sustained
infrastructure spending continue to strengthen
the country''s long-term growth outlook. India is
attracting substantial investments from multinational
corporations seeking to establish manufacturing
operations. Sectors such as renewable energy,
semiconductors, electric mobility and data centres
continue to receive strong policy support and are
witnessing significant investment. Supported by a
stable tax regime and a mature GST framework, India
is well positioned to sustain healthy economic growth
despite ongoing global uncertainties.

With expanded manufacturing capacity, entry
into Heavy Steel Structures, growing international
presence and a strong balance sheet, the Company
has laid a solid foundation for sustainable long-term
growth. The Company''s focus will continue to remain
on operational excellence, technological innovation,

customer satisfaction and responsible growth while
creating enduring value for all stakeholders. The
Board is confident that the investments being made
today will strengthen the Company''s leadership
position and enable it to play an even more significant
role in India''s growth story in the years ahead.

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 '' 12.50 per equity share of face value of '' 10/- each
for the financial year 2025-26, The recommended
dividend by the Board of Directors of the Company
in their meeting held on May 13, 2026 is subject to
the approval of the Members by way of an ordinary
resolution at the 43rd Annual General Meeting
("AGM") of the Company.

The Company has fixed September 03, 2026 as the
Record Date for determining the eligibility of Members
to receive the said dividend for the financial year
ended March 31, 2026, 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.

Dividend Distribution Policy

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 oct2025.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 2025-26 or any of the preceding
financial years.

10. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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.

11. RELATED PARTY TRANSACTIONS

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.

I n 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 2025-26, 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
athttps://www.interarchbuildings.com/frontend/pdfs/
POLICY-RELATED-PARTY-TRANSACTIONS oct2025.pdf

12. QUALIFIED INSTITUTIONAL PLACEMENT

During the year under review, In compliance with the
provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, Listing Regulations
and Sections 42 & 62 of the Act, along with the
associated rules, the Board of Directors and the
Members of the Company approved the raising
of funds through issuance of securities by way of
a Qualified Institutions Placement ("QIP") for an

aggregate consideration not exceeding '' 100 Crore
Only (Rupees One Hundred Crore Only).

13. RISK MANAGEMENT POLICY

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, and appropriate
mitigation measures are implemented to address
them effectively.

In compliance with Regulation 21 of the SEBI
(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 Company is
available on the Company''s website athttps://
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.

14. CORPORATE SOCIAL RESPONSIBILITY

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.

CSR Objectives

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.

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.ehttps://www.
interarchbuildings.com/frontend/pdfs/Corporate-
Social-Responsibility-Policy-oct2025.pdf

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

The Chief FinancialOfficer of your Company has
certified that CSR spends of your Company for FY
2025-26 have been utilised for the purpose and in the
manner approved by the Board of your Company.

15. WHISTLEBLOWER POLICY AND VIGIL MECHANISM

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

The Company has also established a vigil mechanism
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 athttps://
www.interarchbuildings.com/frontend/pdfs/VIGIL-
MECHANISM-POLICY oct2025.pdf

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

16. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, AND REDRESSAL) ACT, 2013

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

The Composition as on March 31, 2026 are as follows:

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
sensitize themselves and strengthen their awareness.

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: 3

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 athttps://www.
interarchbuildings.com/frontend/pdfs/Revised-Policy-Prevention-Sexual-Harassment-Women-Workplace-oct24.pdf

17. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE

During the year under review, the Company does not have any Subsidiary, Joint venture or Associate Company.

18. INTERNAL FINANCIAL CONTROLS

Your Company has in place an adequate internal financial control framework with reference to financial and operating
controls thereby ensuring orderly and efficient conduct of its business, including 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 2025-26, 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.

19. CORPORATE GOVERNANCE AND COMPLIANCE

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, Stakeholders'' Relationship Committee, Risk Management Committee, Corporate Social
Responsibility Committee and IPO Committee function effectively in accordance with their respective charters.

During the Financial Year 2025-26, 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, except the violation as mentioned below in the table:

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.

20. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

In accordance with Regulation 34 of the Listing
Regulations, the Business Responsibility &
Sustainability Report for FY 2025-26, has been
presented in a distinct section, forming an integral
part of this Annual Report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, your Company''s Board
comprises 10 (Ten) Directors: four Executive Directors,
one Non-Executive Non-Independent Director and
five 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.

Retirement by rotation and subsequent re¬
appointment

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. Gautam Suri (DIN 00149374)
Whole Time Director of the Company liable to retires
by rotation at the forthcoming 43rd Annual General

Meeting of the Company and being eligible, offers
himself for re-appointment.

The Board recommends the re-appointment of
Mr. Gautam Suri (DIN 00149374) Whole Time 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.

DECLARATION BY THE INDEPENDENT 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.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 2(51) and Section
203 of the Act, the following are the KMPs of the
Company as on March 31, 2026:

? Mr. Arvind Nanda, Managing Director

? Mr. Gautam Suri, Whole Time Director

? Mr. Manish Kumar Garg, Executive Director &
Chief Executive Officer

? Mr. Pushpendra Kumar Bansal, Chief Financial
Officer

? Ms. Nidhi Goel, Company Secretary & Compliance
Officer

FAMILIARISATION PROGRAMME FOR BOARD
MEMBERS

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/
Executive Director & CEO, Chief FinancialOfficer,
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 websitehttps://www.interarchbuildings.
com/frontend/pdfs/Familiarisation-Program-for-
Independent-Directors-18mar26.pdf

In addition to the initial orientation, the Company
ensures that Directors are continuously updated
on significant developments through periodic
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.

22. BOARD EVALUATION

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 09, 2026.

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

23. REMUNERATION POLICY

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 athttps://www.interarchbuildings.com/
frontend/pdfs/Remuneration-Policy-oct2025.pdf

24. CHANGE IN NATURE OF BUSINESS, IF ANY

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.

25. CREDIT RATING

The Company obtained credit Ratings from CRISIL
Limited. Credit rating of the Company as at the end of
financial year 2025-26 are given below:

26. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE
COMPANY BETWEEN MARCH 31, 2026 AND THE
DATE OF BOARD''S REPORT

? There are no material changes and commitments
adversely affecting the financial position of the
Company which have occurred between the end
of the financial year of the Company to which the
financial statements relate (i.e. March 31, 2026)
and as of date of the report i.e. August 06, 2026.

27. BOARD AND ITS COMMITTEE MEETING
Number of Board Meetings

Your Board meets at regular intervals to discuss and
decide on business strategies/policies and review
the Company''s financialperformance. During the
FY 2025-26, 4 (Four) 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 2025-26 has been separately provided
in the Corporate Governance Report.

Committees of the Board

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.

28. MANAGERIAL REMUNERATION

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

29. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

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

30. SECRETARIAL STANDARDS

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).

31. SHARE CAPITALa. ISSUED ANY EQUITY SHARES WITH
DIFFERENTIAL VOTING RIGHTS

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

b. BUY BACK OF SECURITIES

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

c. SWEAT EQUITY

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

d. BONUS SHARES

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

e. RIGHT ISSUE SHARES

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

f. EMPLOYEES STOCK OPTION PLAN

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 '' 10/- each, corresponding to 7,89,505
Options of '' 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.

During the year under review, the Board of
Directors of the Company in their meeting held
on August 07, 2025 has approved allotment of
1,31,422 equity shares of face value of '' 10/-
each to the eligible employees upon exercise
of stock options under the INTERARCH ESOP
SCHEME-2023 of the Company. These Equity
Shares ranked pari passu with the existing Equity
Shares of the Company in all respects.

Further, during the financial year under review,
the Nomination and Remuneration Committee
of the Board of Directors, at its meeting held on
August 07, 2025, approved the grant of 25,450
stock options to eligible employees of the
Company under Tranche II of the Interarch
ESOP Scheme, 2023.

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.

The certificate from the secretarial auditors of
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.

32. PARTICULARS OF EMPLOYEES

Total permanent workforce (employees and workers) is
2,045 as on March 31,2026.

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 '' 1.02 Crore or more per annum
and employees employed for part of the year and
in receipt of remuneration of '' 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.

33. CONSERVATION, ENERGY, TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS
AND OUTGO

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.

34. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a)
of the Act, the Annual Return in Form MGT-7 as on
March 31,2026 is available on the Company''s website
at www.interarchbuildings.com.

35. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013 the Board of Directors of the Company confirms
that:

a) i n the preparation of the annual accounts for
the year ended March 31, 2026, 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 31,2026 and of the profit of the Company
for the year ended on that date;

c) the Directors have taken proper and sufficient
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.

36. AUDITOR & AUDITOR REPORT
STATUTORY AUDITOR

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 2025-26 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.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the
Board of Directors, upon the recommendation of
the Audit Committee, appointed M/s. BDO India LLP,
Chartered Accountants, as the Internal Auditor of
the Company in its meeting held on May 21, 2025 to
conduct internal audit for the financial year 2025-26.

The Internal Auditors submit 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 Services Private Limited as Internal Auditors
in its meeting held on May 13, 2026 to conduct the
internal audit for the financial year 2026-27.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act 2013 and the rules made thereunder
read with regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015, The
Shareholders/Members of the Company based on
the recommendation of the Audit Committee and
Board of Directors of the Company has appointed
M/s APR & Associates LLP, Company Secretaries, as
Secretarial Auditor of the Company for a first term
of five (5) consecutive years from FY 2025-26 to
FY 2029-30. The Secretarial Auditor has 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, reservations, disclaimers,
or adverse remarks.

Secretarial Audit Report of the Company for the
FY 2025-26 in "Form MR-3" is annexed to this report
as "Annexure 5".

Annual Secretarial Compliance Report

The Secretarial Compliance Report received for the
financial year 2025-26, 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 linkhttps://
www.interarchbuildings.com/frontend/pdfs/ASCR-25-
26.pdf.

COST AUDITOR

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 of Directors based
on the recommendation of the Audit Committee in
their meeting held on May 21, 2025 has appointed
M/s JSN & CO. Cost Accountants 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.

Further, As per Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
The Board of Directors of the Company based on
the recommendation of the Audit Committee in their
meeting held on May 13, 2026 has appointed M/s JSN
& CO. Cost Accountants as the Cost Auditors of the
Company for FY 2026-27.

The remuneration payable to the Cost Auditors
is required to be placed before the Members in a
GeneralMeeting 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 43^rd AGM forming part of this Annual
Report.

37. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

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 31,2026.

38. DETAILS OF APPLICATION / ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no details
of application/any proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

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

40. MATERNITY BENEFIT ACT, 1961

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

41. INCIDENT OF FRAUD

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.

42. ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors

Interarch Building Solutions Limited

(Formerly Known as Interarch Building Products Limited)

Sd/- Sd/-

Arvind Nanda Gautam Suri

Managing Director Whole-Time Director

DIN: 00149426 DIN: 00149374

Date : August 06, 2026
Place: Noida