Interarch Building Solutions Ltd Directors Report

TO THE MEMBERS

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

(Amt in Lacs)

PARTICULARS	FY 2025-26	FY 2024-25	Growth %
Revenue from Operations	189,800.10	145,382.54	30.55%
Other Income	2862.55	2065.24	38.60%
Total Revenue (I)	192,662.65	147,447.78	30.66%
Profit Before Finance Costs and Depreciation, prior period expense and exceptional item (II)	20497.18	15689.37	30.64%
Finance Charges (III)	229.19	242.39
Depreciation and amortisation expenses(IV)	1444.33	1177.06
Profit before prior period, exceptional item and tax [(VMIIMIIIMIV)]	18823.66	14269.92	31.91%
Exceptional items Impact of new Labour Codes (V)	324.23
Income Tax Expense (VI)	5046.94	3487.03
Profit for the year (VII)= (V)-(VI)	13452.49	10782.89	24.75%
Other comprehensive income (net of taxes) (VIII)	295.07	32.19
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (IX)=(VII)+(VIII)	13747.56	10815.08	27.11%

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 Companys 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 Companys 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 Rs 258.96 million, originally earmarked for setting up the manufacturing facility in Andhra Pradesh, Rs 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 Rs 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 Companys 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 Companys 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 Companys 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 Companys first production base in Western India and represents an important strategic investment. Gujarat and Maharashtra have consistently been among the Companys 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 Companys 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 Companys 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 Companys addressable market and position it to participate in some of Indias 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 Companys 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 countrys 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 Companys focus will continue to remain on operational excellence, technological innovation,

Directors Report (Contd.)

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 Companys leadership position and enable it to play an even more significant role in Indias 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.

Calendar	Particulars
Year
FY 2025-26	Interarch has been awarded a Certificate of Appreciation for contribution in enhancing Quality standards & practices from Ascendas Firstspace.
	Interarch has been Honored with the Construction Industry Development Council (CIDC) Vishwakarma Award 2026 in the category of Achievement Award for Best Pre-Engineered Building.
	Interarch got Recognition for Qualified for Semi Finals of SKOCH Award 2025 from Skoch Group.
	Interarch has been awarded with Safety Appreciation Certificate for achieving 5 million safe work hours without LTI from PepsiCo India Holding Pvt Ltd, Ujjain.
	Interarch has been awarded with Certificate of Appreciation in recognition and appreciation for contribution in implementation of HSE system at Indospace Narasapura project for the FY 2025-26

Calendar Year	Particulars
	Interarch has been honored with Safety Award for Achieving 1.5 Lacs safe man hours without LTI from Bhartiyam Beverages Pvt Ltd.
	Interarch has been awarded with Safety Recognition for active Performance for achieving 7 million safe man hours without loss time injury from AB Mauri, Pilibhit.
	Interarch has been awarded Safety Recognition for Exemplary Performance in Implementing Best Safety Practices at Chakan Plant from Mahindra & Mahindra Ltd.
	Interarch has been honored with Spotless Workplace Award from PepsiCo India Holding Pvt Ltd, Ujjain.

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 Companys website i.e

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 arms 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 Companys 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 at

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 Companys 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 Companys website at . 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 countrys 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

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 whistleblower 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 Companys 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 Companys website at

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

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 Composition as on March 31, 2026 are as follows:

		POSH COMMITTEE
	Corporate Office	PN/ Kichha PLANT	TN PLANT	Chennai Office	Hyderabad Office	Andhra Plant:
Presiding Officer	Gurinder Kaur Saini	Gurinder Kaur Saini	Gurinder Kaur Saini	Gurinder Kaur Saini	Gurinder Kaur Saini	Gurinder Kaur Saini
Member	Nidhi Goel	Nidhi Goel	Bharathi P	Bharathi P		Bharathi P
Member	Sandhya Rani	Sandhya Rani	Shreya Saxena	Shreya Saxena	Shreya Saxena	Shreya Saxena
Member					Nirmala P Sitharaman	Mukesh Kumar
Member				Dominic Vinoth	Ms. Prathyusha Rachapudi	Mahesh Verma
Member	Naveen Kumar	Manmohan Bhatt	Mukesh Kumar		Samudrala Naveen Kumar	Soumava Chakraborty
Member	Mahesh Verma	Mahesh Verma	Mahesh Verma	Mahesh Verma
Member	Rakeshwar Nath Mishra	Ram Kumar Singh	Soumava Chakraborty
External Member	Charu Sangwan	Charu Sangwan	Charu Sangwan	Charu Sangwan	Charu Sangwan	Charu Sangwan

Note:

Since our Regional Offices Indore, Ahmedabad, Pune, Bangalore, Jaipur, Chandigarh, Bhuvaneshwar, Kolkata have less than 10 Members.

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

The disclosures for the period under review as per the Anti Sexual Harassment Policy of the Company and applicable Act thereof are as follows:

a) Number of complaints of sexual harassment received during the year: 0

b) Number of complaints disposed-off during the year: 0

c) Number of cases pending for more than ninety days: 0

d) Number of workshops on awareness programme against sexual harassment carried out: 3

e) Nature of action taken by the employer or district officer: N.A

The Companys Policy for prevention of sexual harassment is available on the Companys website at

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 Companys 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 Companys 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:

S. No.	Observations	Management Reply
1	BSE Limited (BSE) have vide their email dated June 26, 2025 imposed a penalty of 50,000/- (Rupees Fifty Thousand Only) on the Company regarding the non-compliance observed in relation to the non-filing of the Secretarial Compliance Report in XBRL mode for the quarter year ended March 31, 2025.	M/s Interarch Building Solutions Limited (the Company) had submitted that the said non-compliance was inadvertent & unintentional as the Company had duly filed the Secretarial Compliance Report in PDF format on both NSE and BSE, and its XBRL version on the NSE portal, all within the prescribed timeline. However, while attempting to file the XBRL report on the BSE portal, the system indicated that the report had already been submitted. Based on this system-generated message, we were under the bona fide impression that the XBRL submission was required with only one stock exchange and, accordingly, did not re-upload it on the BSE portal. Further the Company has filed application for waiver of penalty which is pending with BSE as on date.

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 Companys 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 Companys 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 reappointment

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 Companys 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 Companys functioning, enabling them to contribute effectively to Board deliberations.

The induction process typically includes one-on- one interactive sessions with the Companys 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 Companys 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 Companys website

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 Companys website at

24. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of the Companys 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:

Rating Agency	Credit Rating
CRISIL	Long Term Rating CRISIL A/Stable (Upgraded from Crisil A-/ Stable)
	Short Term Rating CRISIL A1 (Upgraded from Crisil A2+)

Further, after the closure of financial year the Company obtained the revised credit rating on April 28, 2026 are given below:

Rating Agency	Credit Rating
CRISIL	Long Term Rating CRISIL A/Stable (Reaffirmed)
	Short Term Rating CRISIL A1 (Reaffirmed)

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN MARCH 31, 2026 AND THE DATE OF BOARDS 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 Companys 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 COMPANYS 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 Companys 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 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 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 Boards 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 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 Companys website at

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 Auditors 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 Companys 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 Companys website at the link .

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 arms 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 onetime 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