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

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, 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 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
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 ofthe 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, operationalefficiency, and sustained
profitability.

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

0 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.

0 In-principle approval on DRHP:

I n 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.

0 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.

0 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.

0 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).

0 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 development
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.

0 Deviation In Utilisation of Funds Raised
Through Initial Public Offer (IPO) and
Monitoring Agency

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 the best interest of operational efficiency
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

I t 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
have reaffirmed our belief that your Company is on
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, aligning our strategies with the broader economic
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 fulfilling our 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 achievement
— 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
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
identified as key locations for future expansion, and we
are confident that they will allow us to establish new
production plants efficiently and in a timely manner. This
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 milestone,
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.

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-aug75.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
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 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.

12. 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 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.

13. 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.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 FinancialOfficer of your Company has
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.

14. 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 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.

15. 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 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:

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 AND
ASSOCIATE

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

17. 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 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.

18. 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, and Stakeholders' Relationship

Committee, function effectively in accordance with
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.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

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. 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 re¬
appointment.

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.

CESSATION

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.

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 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

FAMILIARIZATION 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/CEO,
Chief FinancialOfficer, Business Unit Heads, and
FunctionalLeaders. 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 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.

20. 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 24, 2025.

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

21. 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 at https://www.interarchbuildings.com/
frontend/pdfs/Remuneration-Policy-aug25.pdf.

22. 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.

23. CREDIT RATING

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:

24. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE
COMPANY BETWEEN MARCH 31, 2025 AND THE
DATE OF BOARD'S REPORT

? In alignment with our strategic vision and
long-term growth objectives, the Company
has undergone a significant transformation—
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 our
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

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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.

This listing marks a significant milestone for the
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.

25. 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 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.

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.

26. MANAGERIAL REMUNERATION

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

27. 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.

28. 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).

29. SHARE CAPITAL

a. 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 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.

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.

30. PARTICULARS OF EMPLOYEES

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.

31. 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.

32. 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 31,2025 is available on the Company's website
at www.interarchbuildings.com.

33. 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, 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 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.

34. 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 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.

INTERNAL AUDITOR

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

SECRETARIAL AUDITOR

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, reservations, disclaimers,
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".

Annual Secretarial Compliance Report

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.

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, 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
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 42^nd AGM forming part of this Annual
Report.

35. 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,
2025.

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

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

37. 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.

38. MATERNITY BENEFIT ACT, 1961

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

39. 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

40. 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

Sd/- Sd/-

Arvind Nanda Gautam Suri

Managing Director Whole-time director

DIN: 00149426 DIN: 00149374

Date : August 07, 2025

Place: Noida