Directors Report of Maxheights Infrastructure Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 44^th Directors'' Report of your Company
together with the Audited Statement of Accounts and the Report of Auditors of your company
for the financial year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:
a) FINANCIAL RESULTS:

(Amount in Lakhs)

Particulars	Standalone		Consolidated1
	Current Year	Previous Year	Current Year	Previous Year
Total Income	461.93	2,289.76	NIL	2,311.86
Total Expenses	501.60	2,247.22	NIL	2,257.92
Profit (Loss) before	(39.67)	42.54	NIL	53.94
tax
Tax Expenses
Current Tax	-	11.32	NIL	11.32
Earlier years tax	-	-	NIL	-
Deferred Tax	0.31	0.41	NIL	0.41
P rofit/(Loss) after Tax	(39.98)	30.81	NIL	42.21
Net Profit Transferred	-	30.81	NIL	42.21
to Reserves
Earnings per share
Basic	0.00	0.20	NIL	0.20
Diluted	0.00	0.20	NIL	0.20

(b) (i) Highlights of the Company''s Performance for the year ended

31st March, 2025 are as under:

During the year, the Company recorded a Total Revenue of Rs.
461.93 Lakhs (previous year Rs. 2,289.76 Lakhs). In the financial
year 2024-25, the Company has recorded a Loss of Rs. 39.98
Lakhs as compared to a Net Profit of Rs. 30.81 Lakhs in the previous
year.

(c) Segment-wise position of business and its operations:
(Amount in lakhs)

Particulars			Standalone		Consolidated
			Year ended	Previous Year Ended	Year ended	Previous Year Ended
			31.03.2025	31 .03.2024	31.03.2025	31.03.2024*
1	Segment Reenue (net sale/income from each segment should be disclosed under this head)
	(a)	Segm ent - Real Estate	355.07	2,255.00	NIL	2,276.00
	(b)	Segment-Finance	72.73	31.03	NIL	32 12
	(c)	Segment - Shares	34.25	NIL	NIL	-
	Tota		462.05	2286.03	NIL	2,308.12
	Less: Inter Segment Revenue		NIL	NIL	NIL	NIL
Revenue from Operations			462.05	2286.03	NIL	2,308.12

2	Segment Results (Profit) ( ) / Loss (-) before tax and interest from each segment)
	(a)	Segment -Real Estate	(6.15)	144.79	NIL	16579
	(b)	Segment - Finance	72.73	31.03	NIL	32.12
	(c)	Segment - Shares	6.41	NIL	NIL	-
	Tota	Profit before tax	72.99	175.82	NIL	197.91
	Less:	(i) Finance Cost	21.23	38.46	NIL	38.83
		(ii) Other Un- allocable Expenditure net off un-allocable income	91.43	94.82	NIL	105.14
Profit E		efore Tax	(39.67)	42.54	NIL	53.94
3	Capital Employed (Segment Assets-Segment Liabilities)
	(a)	Seg ment - Real Estate	2622.29	2,725.30	NIL	2,725.30
	(b)	Segment-Finance	636.42	575.37	NIL	575.3
	(c)	Segment-Shares	1.98	NIL	NIL	-
To	tal Capital Employed		3,260.69	3,300.67	NIL	3,300.67

*Notes: Icon Realcon Private Limited ceases to be the subsidiary company
of our company on 30 December, 2023.

(d) Share Capital:

Authorized Share Capital:

The Authorized Share Capital as on 31st March, 2025 stood at Rs.
17,00,00,000/- (Rupees Seventeen Crores only) divided into 17000000
(One Crore Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only)
each.

Paid Up Share Capital:

The company is having only 1 (One) class of share i:e, Equity Share and the
paid-up capital as on 31^st March, 2025 stood at Rs. 15,60,92,250/- (Rupees
Fifteen Crores Sixty Lakhs Ninety Two Thousand Two Hundred Fifty only)
divided into 15609225 (One Crore Fifty Six Lakh Nine Thousand Two
Hundred Twenty Five) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review there was no change reported in the
authorized and paid-up share capital of the company by the way of
issuance, re-classification or sub-division, reduction or change in voting
rights.

(e) Inter-Se Transfer between Promoters of the Company:

During the financial year, Mr. Naveen Narang, being the Promoter of the
Company has executed a gift deed dated 25^th March, 2025 and have
transferred 2400000 (Twenty Four Lakh) Equity Shares comprising of
15.38% of the paid up share capital of the company, to his Wife, Mrs. Mansi
Narang, also part of the Promoters of the company. The said transfer took
effect on 27^th March, 2025.

Mrs. Mansi Narang has submitted her report under Regulation 10(7) of SEBI
(Substantial Acquisition of Share and Takeovers) Regulations, 2011 to SEBI
along with the requisite fees thereof on 10^th April, 2025.

Both the Promoters, Mr. Naveen Narang and Mrs. Mansi Narang have duly
submitted their respective disclosures to the company and to BSE Limited
under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations,
2018 and Regulation 29(2) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.

The disclosures and reports as received from the promoters have been duly
submitted to the Stock Exchange by the company within the prescribed
timelines.

The said inter-se transfer was in compliance with SEBI (Substantial
Acquisition of Shares and Takeover) Regulation, 2011, SEBI (Prohibition of
Insider Trading) Regulations, 2018 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The inter-se transfer disclosures and reports are also available on the
website of the company i:e, on www.maxheights.com and the website of BSE
Limited, where the company''s shares are listed i:e, on www.bseindia.com.

(f) Transfer to Reserves in Terms of Section 134(3)(J) of The Companies
Act, 2013:

For the Financial Year ended 31^st March, 2025, the Company has not
proposed to carry any amount to the General Reserve Account.

(g) Dividend:

To conserve the funds for future prospects, the Board of Directors have not
recommended dividend on the equity shares of the Company.

(h) Transfer of Unclaimed Dividend to Investor Education And Protection
Fund

Since there was no unpaid/unclaimed Dividend declared and paid last year,
the provisions of Section 125 of the Companies Act, 2013 do not apply

(i) Sums Due to Micro, Small and Medium Enterprises

No amount for payment towards principal and interest was pending towards
Micro, Small & Medium Enterprises as on 31st March, 2025.

(j) Material Changes and Commitments, if any, 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
and the date of the report:

No material changes have occurred between the end of the financial year to
which the financial statements relates and the date of the report.

1. PUBLIC DEPOSITS:

During the year under review, your Company did not accept any deposits from the
public within the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.

(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. Changes in Directors as on the date of this report:

• Mr. Shubham Mittal (DIN: 09328174) has tendered his
resignation from the position of Independent Director of the
Company w,e.f. 15^th June, 2024 due to his health conditions.
Further, in his resignation letter, he has confirmed that there
is no other material reason other than those mentioned in
his resignation letter.

• On recommendation received from Nomination and
Remuneration Committee, the Board of Directors have
appointed Ms. Mandavi (DIN: 09289243) as Additional
Director-Independent w.e.f. 12^th September, 2024.

• On recommendation received from Nomination and
Remuneration Committee, the shareholders of the
company have appointed Ms. Mandavi (DIN: 09289243) as
Independent Director of the Company for a term of 5 (Five)
years commencing from 12^th September, 2024 till 11^th
September, 2029 via passing special resolution via postal
ballot dated 16^th November, 2024. ²

to dedicate the necessary time and energy to fulfill the
responsibilities entrusted to him. Further, in his resignation
letter, he has confirmed that there is no other material
reason other than those mentioned above.

• On recommendation received from Nomination and
Remuneration Committee, the shareholders of the
company have re-appointed Mr. Naveen Narang (DIN:
00095708) as Managing Director of the Company for a term
of 3 (Three) years commencing from 4^th February, 2025 till
3^rd February, 2028 via passing special resolution via postal
ballot dated 16^th November, 2024.

II. Changes in Key Managerial Personnel as on the date of this
report:

On recommendation received from Nomination and Remuneration
Committee, the shareholders of the company have re-appointed Mr.
Naveen Narang (DIN: 00095708) as Managing Director of the
Company for a term of 3 (Three) years commencing from 4^th
February, 2025 till 3^rd February, 2028 via passing special resolution
via postal ballot dated 16^th November, 2024.

(b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Act and the Articles of
Association of the Company, Mr. Naveen Narang (DIN: 00095708), retires
by rotation at the ensuing 44^th Annual General Meeting (“AGM”) of the
Company and, being eligible, offers himself for re-appointment. Your Board
has recommended his re-appointment.

(c) Code of conduct of Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for Directors and Senior
Management Personnel. Further, the Board of Directors and Senior
Management Personnel have fully complied with the provisions of the Code
of Conduct of Board of Directors and Senior Management of the Company
during the Financial Year ended 31st March, 2025.

(d) Declaration of Independence by the Independent Directors:

A declaration has been received by the Independent Directors of your
Company confirming that they meet the criteria of Independence as
prescribed under Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and
Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act.

Framework for Familiarization Programme for the Independent Directors
and the Familiarization Programmes imparted to independent directors are
made available on the website of the Company at weblink
http://www.maxheights.eom/Policies.aspx#.

(e) Key Managerial Personnel of the Company:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial
Personnel of the Company as on the date of this report are Mr. Naveen
Narang (DIN: 00095708), Managing Director and Chief Financial Officer
and Ms. Sonali Mathur, Company Secretary and Compliance Officer of the
Company.

(f) Attributes, qualifications and appointment of Directors:

The Nomination and Remuneration Committee has adopted the attributes
and qualifications as provided in Section 149(6) of the Act and Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, in
respect of Independent Directors. The Committee has also adopted the
same attributes and qualifications, to the extent applicable, in respect of
Non-Independent Directors.

All the Non-Executive Directors of the Company fulfill the fit and proper
criteria for appointment as Directors. Further, all Directors of the Company,
other than Independent Directors, are liable to retire by rotation. One-third of
the Directors who are liable to retire by rotation, retire every year and are
eligible for re-appointment.

(g) Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration
Committee, approved the Remuneration Policy for the Directors, Key
Managerial Personnel and other employees of the Company, a copy of
which is enclosed as Annexure-I to this Report.

(h) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act, SEBI Listing Regulations and the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017, as required in terms of Section 134(3)(p) of the Act. The
performance evaluation of the Board and individual Directors was based on
the criteria approved by the Nomination and Remuneration Committee. The
Directors expressed their satisfaction with the overall evaluation process.

A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairperson of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders, etc by the Independent Directors at their separate
meeting held in the financial year 2024-25. The performance evaluation of
the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.

4. NUMBER OF BOARD MEETINGS:

Eight (8) Meetings of the Board were held during the financial year 2024-25. Details
of the same are available in the Corporate Governance Report section of the Annual
Report.

5. BOARD COMMITTEES AND MEETINGS:

Audit Committee:

Your Company has constituted Audit Committee, as per the applicable provisions of
Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
applicable upon listing of the Company''s Equity shares on BSE.

The audit committee meeting held 6 (Six) meetings during the year 2024-25. The
details of the meeting of the Audit Committee as on 31^st March, 2025 are mentioned
in the Corporate Governance Report.

Nomination and Remuneration Committee:

Your Company has constituted Nomination and Remuneration Committee, as per
the applicable provisions of Section 178(3) of the Companies Act, 2013 and also to
comply with Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 applicable upon listing of the Company''s Equity
shares on BSE.

The nomination and remuneration committee meeting held 2 (Two) meetings during
the year 2024-25. The details of the meeting of the Nomination and Remuneration
Committee as on 31^st March, 2025 are mentioned in the Corporate Governance
Report.

Stakeholders Relationship Committee:

Your Company has constituted Stakeholders Relationship Committee, as per the
applicable provisions of Section 178(5) of the Companies Act, 2013 and also to
comply with Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 applicable upon listing of the Company''s Equity
shares on BSE.

The stakeholders relationship committee meeting held 4 (Four) meetings during the
year 2024-25. The details of the meeting of the Stakeholders Relationship
Committee as on 31^st March, 2025 are mentioned in the Corporate Governance
Report.

As on the date of the Board''s Report, the Committees consist of the following
members:

Audit Committee	Mr. Shubham Mittal, Chairperson* Mr. Gourav, Member** Mr. Naveen Narang, Member Mr. Manoj Kumar Pahwa, Chairperson***
CHANGES DURING THE FINANCIAL YEAR
* Mr. Shubham Mittal has resigned from his position as Non-Executive Independent Director of the company w.e.f. 15th June, 2024.
** Mr. Gourav has been elected as Chairperson through election process in the meeting held on 21st June, 2024
*** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via passing Circular Resolution dated 18th June, 2024. Further, in the Audit Committee Meeting held on 12th August, 2024 the committee members has elected Mr. Manoj Kumar Pahwa as Chairperson of the committee
Nomination and Remuneration Committee	Mr. Gourav, Chairperson Mr. Shubham Mittal, Member* Mrs. Mansi Narang, Member Mr. Manoj Kumar Pahwa, Member**
CHANGES DURING THE FINANCIAL YEAR
* Mr. Shubham Mittal has resigned from his position as Non¬ Executive Independent Director of the company w.e.f. 15th June, 2024.
** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via passing Circular Resolution dated 18th June, 2024.

Stakeholders Relationship Committee	Mrs. Mansi Narang, Chairperson Mr. Gourav, Member Mr. Shubham Mittal, Member* Mr. Manoj Kumar Pahwa, Member**
CHANGES DURING THE FINANCIAL YEAR
* Mr. Shubham Mittal has resigned from his position as Non¬ Executive Independent Director of the company we.f 15th June, 2024.
** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via passing Circular Resolution dated 18th June, 2024.

Details of the Committee Meetings are available in the Corporate Governance
Report section of the Annual Report.

Details of Investor''s grievances/ Complaints:

During the year under review, the Company did not receive any investor complaints.
There were no pending grievances as on 31^st March 2025. The Company remains
fully compliant with SEBI''s SCORES platform and promptly addresses all
shareholder queries.

i. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Act, your Board of Directors to the best of
their knowledge and ability confirm that:-

i. in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudents as to
give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating
effectively;

vi. they have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.

7. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March, 2025, your Company does not have any subsidiary/associate and

joint venture company.

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company provides a gender friendly workplace. During the year under review,
there were no cases filed pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are also provided in
Annexure-II.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review the
Committee/Management has not received any complaint related to Sexual
Harassment.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

Your Company has zero tolerance towards any action on the part of any executive
which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully
committed to uphold and maintain the dignity of every woman executive working in
your Company. The Sexual Harassment Policy provides for protection against
sexual harassment of women at workplace and for prevention and redressal of such
complaints.

During the year under review, there were no complaints pending as on the beginning
of the financial year and no new complaints were filed during the financial year under
review. The following is a summary of complaints received and resolved during the
reporting period:

Received	Disposed off	Pending
NIL	NIL	NIL

10. LISTING INFORMATION:

The Equity Shares of the Company are listed on BSE Limited (“BSE") and Calcutta
Stock Exchange Limited (“CSE”). However, the Application for delisting of the equity
shares of the Company from the CSE is pending with the Exchange.

The payment of listing fees for the year 2024-25 and 2025-26 has been made to
BSE Limited.

11. DEMATERIALIZATION OF SHARES:

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted
to the Company is INE393F01010.

12. REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements as
specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the Companies Act, 2013, the report on the same as stipulated in
Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015is enclosed as Annexure-III to the Board''s
Report.

The Certificate issued by M/s. Chitranjan Agarwal & Associates., Chartered
Accountants in practice confirming the Compliance of conditions of Corporate
Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015is enclosed
as Annexure-NI(d) to the Board''s Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial Year 2024-25, the provisions of Section 135(1) of the Act read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable.

14. RISK MANAGEMENT:

The Board has approved the Risk Management Policy of the Company. The
Company''s risk management framework is designed to address risks intrinsic to
operations, financials and compliances arising out of the overall strategy of the
Company. The Company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its objectives. The responsibility
for management of risks vests with the Managers/officers responsible for the day-
to-day conduct of the affairs of the Company, which lead to identification of areas
where risk management processes, need to be strengthened. Annual update is
provided to the Board on the effectiveness of the Company''s risk management
systems and policies.

15. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Board has adopted policies and procedures for governance of orderly and
efficient conduct of its business including adherence to Company''s policies,
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of

reliable financial information and its disclosures. The Company''s internal control
systems are commensurate with the nature of its business, the size and complexity
of its operations. The internal control and governance process are duly reviewed for
the adequacy and effectiveness through regular testing of key controls by
management and internal auditors. The Audit Committee reviews the internal audit
findings, provides guidance on internal controls and ensures that the internal audit
recommendations are implemented.

CHANGES IN THE INTERNAL AUDITOR DURING THE FINANCIAL YEAR 2024¬
25: There has been no change reported during the financial year.

The Internal Auditor had submitted her report for the half year ended on 30^th
September, 2024 and 31^st March, 2025 which was placed before the Audit
Committee and the Board in their duly convened meeting(s).

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments under Section 186 of the Act
have been disclosed in the Financial Statements and forms part of the Notes to the
Standalone Financial Statements provided in this Annual Report.

17. RELATED PARTY TRANSACTIONS:

The Company has not entered into any related party transaction during the financial
year 2024-25 as per Section 188 of Companies Act, 2013. Hence AOC-2 is not
applicable on the company.

The company has complied with Accounting Standards during the reporting period.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available on the website of the Company at
web link http://www.maxheights.eom/Policies.aspx#.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /
COURT / TRIBUNALS:

During the year under review, no significant or material orders were passed by the
Regulators / Courts / Tribunals which would impact the going concern status of the
Company and its future operations.

Further, the company has received the Adjudication order from Adjudicating Officer
appointed by Securities and Exchange Board of India (“SEBI”) under Section 15-I of
Securities and Exchange Board of India Act, 1992, read with Rule 5 of SEBI
(Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and under
Section 23-I of the Securities Contracts (Regulation) Act, 1956 read with Rule 5 of
the Securities Contracts (Regulations) (Procedure for Holding Inquiry and Imposing
Penalties) Rules, 2005, having AO Order No: Order/BM/GN/2024- 25/30529 dated
25th June, 2024 in the matter of Max Heights Infrastucture Limited.

Nature of the Order: Final Order imposing the penalty in the matter of Max Heights
Infrastucture Limited

Details of the order: The Show Cause Notice (“SCN”) was issued to the company
on 4th January, 2024 (inadvertently mentioned as 4th January, 2023) under Rule
4(1) of the Adjudication Rules and SCR Rules to show cause as to why an inquiry
should not be held against the company. The company has submitted its replies in
respect of the same.

On 26th June, 2024, the company has received the AO Order dated 25th June, 2024
under Section 15-I OF Securities and Exchange Board of India Act, 1992, read with
Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995
and under Section 23-I of the Securities Contracts (Regulation) Act, 1956 read with
Rule 5 of the Securities Contracts (Regulations) (Procedure for Holding Inquiry and
Imposing Penalties) Rules, 2005 having AO Order No: Order/BM/GN/2024-
25/30529 dated 25th June, 2024 in the matter of Max Heights Infrastructure Limited
imposing a penalty of Rs. 9,00,000/- (Rupees Nine Lakhs Only) under Section
23(A)(a) of the SCR Act, 1956 and Section 15HB of SEBI Act, 1992.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return
of the Company is available on the Company''s website at
http://www.maxheights.com/AnnualReport.aspx.

20. STATUTORY AUDITORS AND AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and
Auditors) Rules, 2014, as amended from time to time, M/s. Chitranjan Agarwal &
Associates (FRN-029812N), Chartered Accountants were appointed as Statutory
Auditor of the Company for a period of 5 year in accordance with Section 139 of
Companies Act, 2013 from the conclusion of 41st Annual General Meeting to hold
the office till the conclusion of the 46th Annual General Meeting of the Company to
be held in year 2027 at such remuneration plus applicable taxes, as may be mutually
agreed between the said Auditors and Board of Directors of the Company.

The auditor has not reported any qualification/observation in his audit report.

21. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK BY THE STATUTORY AUDITOR:

The Audit Report issued by M/s Chitranjan Agarwal & Associates, Statutory Auditors
of the Company is self-explanatory and do not call for any further clarification or
comment by the Board.

22. COST RECORDS:

The Company is not required to maintain cost records in terms of Section 148 of the
Act read with the Companies (Cost and Audit) Rules, 2014.

23. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Shailendra Roy & Associates (M.NO: 25823; CoP:
11738), Practicing Company Secretary, to undertake the Secretarial Audit of the
Company, for the Financial Year 2024-25. The Secretarial Audit Report issued by
Mr. Shailendra Kumar Roy, Practicing Company Secretary, in MR-3 is provided
under Annexure-IV to this Report.

The Report issued by the Secretarial Auditor is self-explanatory and do not call for
any further clarification.

24. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK BY THE SECRETARIAL AUDITOR:

The Audit Report issued by M/s Shailendra Roy & Associates, Secretarial Auditor of
the Company is self-explanatory and do not call for any further clarification or
comment by the Board.

25. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF
COMPANIES ACT, 2013:

The Statutory Auditor of the Company have not reported any matter under Section
143(12) of the Companies Act, 2013.

26. MANAGEMENT DISCUSSIONAND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation34(2) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing
Regulations''), is presented in a separate section forming a part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve
electricity by operating only necessary lights, fittings and fixtures were made during
the financial year 2024-25.

Steps taken by the Company for utilizing alternate sources of energy: NIL
Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits
derived as a result of the above efforts, e.g. product improvement, cost
reduction, product development, import substitution, etc: NIL

(II) No technology was/is imported during the last 3 years reckoned from
the beginning of the Financial Year,

(III) Expenditure incurred on research and development - NIL

28. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outflow during the Financial Year 2024¬
25.

29. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company is deeply committed to highest standards of ethical, moral and legal
business conduct. It ensures that it provide a respectful work environment, not only

for all our employees, but for all our external partners too. Accordingly, the Board of
Directors have formulated Whistle Blower Policy which is in compliance with the
provisions of Section177(10) of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and
contractual), directors, vendors, suppliers and other stakeholders. The helpline will
serve as an avenue for the Reporters to ''blow the whistle'' in case they come across
any unethical or fraudulent activity happening in the organization.

The Company has taken special attention and greater emphasis on whistle blower
activities where initiatives such as campaigns, posters at prominent locations,
awareness sessions etc. were taken to encourage the employees to speak-up
about any wrong doing activities and bring the same to the notice of the
Management through whistle blower activities. The complaints under whistle blower
are processed by professionals to assure collection of accurate information and
protection of the information confidentiality. The reportable matters are disclosed to
Audit Committee. No personnel have been denied access to the Audit Committee.

The details of the Policy on Vigil Mechanism and Whistle Blower Policy, as approved
by the Board have been stated in the Report on Corporate Governance available on
the website of the Company at weblink http://www.maxheights.eom/Policies.aspx#.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR
STATUS:

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

31. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with
a view to regulate in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company''s shares
and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code. As on
31st March, 2025, the Board of Directors and the designated employees have
confirmed compliance with the code. Further, the Company has set up its in-house
SDD Interface for entering the Unpublished Price Sensitive Information as and
when discussed among the Designated persons.

32. FINANCIAL YEAR:

The Company follows the financial year commence from 1^st April and ends on 31^st
March of subsequent year.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION
ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 1^st April, 2024 to 31^st
March, 2025, thus no valuation is carried out for the one-time settlement with the
Banks or Financial Institutions.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

35. DETAILS OF ISSUE OF EMPLOYEE STOCK OPTION SCHEME AND SWEAT
EQUITY SHARES OR ISSUE OF SHARES HAVING DIFFERENTIAL VOTING
RIGHTS

The same is not applicable on the company.

36. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT

The same is not applicable on the company.

37. MATERNITY BENEFIT AFFIRMATIONS UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company has complied with the provisions of Maternity Benefits Act, 1961
including all applicable amendments and rules framed thereunder. The company is
committed to ensure a safe, inclusive and supportive workplace for women
employees. All eligible women employees are provided with maternity benefits as
prescribed under the Maternity Benefits Act, 1961 including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies
are in place to uphold the spirit and letter of the legislation.

38. GENDER WISE COMPOSITION OF EMPLOYEES

In alignment with the provisions of diversity, equity and inclusion (DEI), the company
discloses below the gender composition of its workplace as on 31st March, 2025:

Male Employees: 3
Female Employees: 1
Transgender Employees: NIL

This disclosure reinforces the Company''s efforts to promote an inclusive culture and
equal opportunity for all individual, regardless of gender.

39. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the
committed services by the Company''s executives, staff and workers.

By Order of Board of Directors
For Max Heights Infrastucture Limited

Sd/- Sd/-

Naveen Narang Mansi Narang

Managing Director and CFO Director

DIN: 00095708 DIN: 07089546

Max Heights Infrastucture Limited D_at_e: 12^th A_ug_ust, 2025

Regd. Off.: SD-65, Pitampura, New Delhi-110034 Pl_ace: Delhi

CIN: L67120DL1981PLC179487

E-Mail ID: [e-mail]. [e-mail]

1

Notes: Icon Realcon Private Limited ceases to be the subsidiary company of our company on
30^th December, 2023.

2

Mr. Sanyam Tuteja (DIN: 08139915) has tendered his
resignation from the position of Independent Director of the
Company w,e.f. 7^th February, 2025 due to his personal
circumstances. Due to his commitments with other
company(s) where he is a member, he found himself unable

---

Mar 31, 2024

The directors have pleasure in presenting the 43rd Directors'' Report of your Company together with the Audited Statement of Accounts and the Report of Auditors of your company for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:

a) FINANCIAL RESULTS:

				(Amount in lakhs)
	Particulars	Standalone		Consolidated
		Current Year	Previous	Current Year	Previous Year
			Year
	Total Income	2,289.76	604.13	2,311.86	722.62
	Total Expenses	2,247.22	580.35	2,257.92	901.35
	Profit(Loss) before tax	42.54	23.78	53.94	(178.73)
	Tax Expenses
	Current Tax	11.32	2.14	11.32	2.14
	Earl ier years tax	-	-	-	-
	Deferred Tax	0.41	0.73	0.41	0.89
	Profit/(Loss) after Tax	30.81	20.91	42.21	(181.57)
	Net Profit Transferred to Reserves	30.81	20.9 1	42.21	(181.57)
	Earnings per share Basic	0.20	0.13	0.20	0.13
	Diluted	0.20	0.13	0.20	0.13

(b) (i) Highlights of the Company''s Performance (Standalone) for the year ended 31st March, 2024 are as under:

During the year, the Company recorded a Total Revenue of Rs. 2,289.76 Lakhs (previous year Rs. 604.13 Lakhs). The Company recorded a Net Profit of Rs. 30.81 Lakhs during the financial year ended 31st March, 2024 as compared to a Net Profit of Rs. 20.91 Lakhs in the previous year.

(ii) Highlights of the Company''s Performance (Consolidated) for the year ended 31st March, 2024 are as under:

During the year, the Company recorded a Total Consolidated Revenue of Rs. 2,311.86 Lakhs (previous year Rs. 722.62 Lakhs). The Company recorded a profit of Rs. 42.21 Lakhs during the financial year ended 31st March, 2024 as compared to a loss of Rs. 181.57 Lakhs in the previous year.

(c) Segment-wise position of business and its operations;

	(Amount in lakhs)
	Particulars			Standalone		Consolidated
				Year ended	Previous Year Ended	Year ended	Previous Year Ended
				31.03.2024	31.03.2023	31.03.2024	31.03.2023
	1	Segment Revenue (net sale/income from each segment should be disclosed under this head)
		(a)	Segment - Real Estate	2,255.00	597.00	2,276.00	711.44
		(b)	Segment -Finance	31.03	7.13	32.12	6.97
		(c)	Segment - Shares	-	-		-
		Total		2,286.03	604.13	2,308.12	718.41
		Less: Inter Segment Revenue		-	-	-	-
	Revenue From Operations			2,286.03	604.13	2,308.12	718.41

	2	Segment Results (Profit) ( ) / Loss (-) before tax and interest from each segment)
		(a)	Segment -Real Estate	144.79	182.47	165.79	265.58
		(b)	Segment - Finance	31.03	7.13	32.12	6.97
		(c)	Segment - Shares	-	-	-	-
		Total Profit before tax		1 75.82	189.60	197.91	272.55
		Les s:	(i) Finance Cost	38.46	82.26	38.83	368.50
			(ii) Other Un allocable Expenditure net off u-allocable income	94.82	83.56	105.14	82.78
	Profit Before Tax			42.54	23.78	53.94	(178.73)
	3	Capital Employed (Segment Assets- Segme nt Liabilities)
		(a)	S egment-Real Estate	2,725.30	3,211.65	2,725.30	2,600.05
		(b)	Segment -Finance	575.37	58.21	575.37	58.17
		(c)	Segment-Shares	-	-	-	-
	Total Capital Employed			3,300.67	3,269.86	3,300.67	2,664.22

(d) Share Capital:Authorized Share Capital:

The Authorized Share Capital as on 31st March, 2024 stood at Rs. 17,00,00,000/-(Rupees Seventeen Crore only) divided into 17000000 (One Crore Seventy Lakh) equity shares of Rs. 10/-(Rupees Ten Only)each. During the year under review there was no change reported in the authorized share capital of the company.

Paid Up Share Capital:

The company is having only 1 (One) class of share i:e, Equity Share and the paid up capital as on 31^st March, 2024 stood at Rs. 15,60,92,250/- (Rupees Fifteen Crore Sixty Lakh Ninety Two Thousand Two Hundred Fifty only) divided into 15609225 (One Crore Fifty Six Lakh Nine Thousand Two Hundred Twenty Five) equity shares of Rs. 10/-(Rupees Ten Only) each. During the year under review there was no change reported in the paid up share capital of the company.

(e) Inter-Se Transfer between Promoters of the Company:

During the financial year, Mr. Manan Narang, being the Promoter of the Company has executed a gift deed dated 18^th January, 2024 and have transferred his entire shareholding of 819001 equity shares comprises of 5.25% of the paid up share capital of the company to his Mother, Mrs. Sumitra Narang, also is part of the Promoters of the company. The said transfer took effect on 1^st February, 2024.

Mrs. Sumitra Narang has submitted her report under Regulation 10(7) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 to SEBI along with the requisite fees thereof on 21^st February, 2024.

Both the Promoters, Mr. Manan Narang and Mrs. Sumitra Narang has duly submitted their disclosures to the company and to BSE Limited under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2018 and Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

The disclosures and reports as received from the above mentioned promoters has been duly submitted to the Stock Exchange by the company within the prescribed timelines.

The said inter-se transfer was in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011, SEBI (Prohibition of Insider Trading) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The inter-se transfer disclosures and reports are also available on the website of the company i:e, on www.maxheights.com and the website of BSE Limited, where the company''s shares are listed i:e, on www.bseindia.com.

(f) Reclassification of Promoters:

Mr. Manan Narang, Promoter of the company has submitted his request for reclassifying him from the Promoter Category to Public Category. The company has received the said request on 2^nd February, 2024.

The Board of Directors at their Board Meeting held on 10^th February, 2024 has discussed the said reclassification request in detail and decided to submit the reclassification application with BSE Limited.

The company on 2^nd March, 2024 has submitted the said application along with the requisite fees to BSE Limited.

As on the date of this report, the said application is pending for approval and Mr. Manan Narang is continuing to be the Promoter of the company.

(g) Transfer to Reserves in Terms of Section 134(3)(J) of The Companies Act, 2013:

For the Financial Year ended 31^st March, 2024, the Company has not proposed to carry any amount to the General Reserve Account.

The company has transferred the net profit for the financial year 2023-24 to the Surplus Account of the Company.

(h) Dividend:

To conserve the funds for future prospects, the Board of Directors has not recommended dividend on the equity shares of the Company.

Transfer to Investor Education and Protection Fund (“IEPF”):

During the year under review, the company has initiated the following process:

1. Transfer of Unpaid/unclaimed dividend pertaining to base year 2015-16 to IEPF:

The company has declared the interim dividend for the financial year 2015-16 on 22^nd December, 2015. The amount which was left unpaid/unclaimed for the period of 7 consecutive years was liable to get transferred to IEPF. The company initiated the transfer of the said amount via filing e-form IEPF-1 to Registrar of Companies-Delhi on 19^th March, 2024 and the said dividend amount was transferred to the IEPF Account on 22^nd March, 2024.

2. Transfer of Shares to IEPF:

The company was required to transfer the equity shares to IEPF on which the dividend was unpaid/unclaimed for the 7 consecutive years. The company executed the corporate action on 13^th March,2024 and further on 29^th March,

2024 has filed the e-form IEPF-4 to Registrar of Companies-Delhi for effecting

such transfer.

(i) Material Changes and Commitments, if any, 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 and the date of the report:

There no material changes has been occurred between the end of the financial year to which the financial statements relates and the date of the report.

2. PUBLIC DEPOSITS:

During the year under review, your Company did not accept any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:(a) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:I. Changes in Directors as on the date of this report:

• Mr. Naresh Kumar Mansharamani (DIN: 07160387) was appointed as an Independent Director in the 41^stAGM by the approval of members of the Company for a tenure of 5 years. But due to other work assignments Mr. Naresh Kumar Mansharamani express his unwillingness to continue on the Board of the Company and tendered his resignation w.e.f. 10th April 2023 and board approved his resignation.

• On recommendation of Nomination and Remuneration Committee, Mr. Sanyam Tuteja (DIN: 08139915)and Mr. Manoj Kumar Pahwa (DIN: 00398839) were appointed as an Additional Directors at Independent Capacity in the Board Meeting held on 12^th August, 2023.

• The appointment of Mr. Sanyam Tuteja (DIN: 08139915) and Mr. Manoj Kumar Pahwa (DIN: 00398839) were approved/regularized by the shareholders in their 42^nd Annual General Meeting held on 26^th September, 2023.

II. Changes in Key Managerial Personnel as on the date of this report:

• Ms. Kajal Goel (Membership No: A66838) Company Secretary and Compliance Officer has resigned from her office w.e.f 25^th August, 2023 and as per her resignation submitted to the Board there were no other reason for her resignation.

• Ms. Sonali Mathur (Membership No: A62205) was appointed as the Company Secretary and Compliance Officer with effect from 25^th August, 2023.

(b) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mrs. Mansi Narang (DIN: 07089546), retires by rotation at the ensuing 43^rdAnnual General Meeting (“AGM”) of the Company and, being eligible, offers herself for re-appointment. Your Board has recommended her re-appointment.

(c) Code of conduct of Board of Directors and Senior Management:

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. Further, the Board of Directors and Senior Management Personnel have fully complied with the provisions of the Code of Conduct of Board of Directors and Senior Management of the Company during the Financial Year ended 31st March, 2024.

(d) Declaration of Independence by the Independent Directors:

A declaration has been received by the Independent Directors of your Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Framework for Familiarization Programme for the Independent Directors and the Familiarization Programmes imparted to independent directors are made available on the website of the Company at web link http://www.maxheights.com/Policies.aspx#.

(e) Key Managerial Personnel of the Company:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Naveen Narang (DIN: 00095708), Managing Director and Chief Financial Officer and Ms. Sonali Mathur, Company Secretary and Compliance Officer of the Company.

(f) Attributes, qualifications and appointment of Directors:

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfill the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for reappointment.

(g) Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure-I to this Report.

(h) Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134(3)(p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In a separate meeting of independent directors, performance of NonIndependent Directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive director and non-executive directors.

4. NUMBER OF BOARD MEETINGS:

Nine (9) Meetings of the Board were held during the financial year 2023-24. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES AND MEETINGS:

Presently, the Company has three Board Committees with the following members:

Audit Committee	Mr. Shubham Mittal, Chairperson* Mr. Gourav, Chairperson** Mr. Naveen Narang, Member Mr. Manoj Kumar Pahwa, Member***
* Mr. Shubham Mittal has resigned from his position as Non-Executive Independent Director of the company we.f 15th June, 2024. ** Mr. Gourav has been designated as Chairperson through election process. *** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via passing Circular Resolution dated 18th June, 2024

	Nomination and Remuneration Committee	Mr. Gourav, Chairperson Mr. Shubham Mittal, Member* Mrs. Mansi Narang, Member Mr. Manoj Kumar Pahwa, Member**
	* Mr. Shubham Mittal has resigned from his position as Non-Executive Independent Director of the company we.f 15th June, 2024. ** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via passing Circular Resolution dated 18th June, 2024.
	Stakeholders Relationship Committee	Mrs. Mansi Narang, Chairperson Mr. Gourav, Member Mr. Shubham Mittal, Member* Mr. Manoj Kumar Pahwa, Member**
	* Mr. Shubham Mittal has resigned from his position as Non-Executive Independent Director of the company we.f 15th June, 2024. ** Mr. Manoj Kumar Pahwa has been designated as Member by the Board via passing Circular Resolution dated 18th June, 2024.

Details of the Committee Meetings are available in the Corporate Governance Report section of the Annual Report.

6. DIRECTORS''RESPONSIBILITYSTATEMENT:

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability confirm that:-

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudents as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. CONSOLIDATED FINANCIALSTATEMENTS:

In accordance with the Act and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Subsidiary, the Audited Consolidated Financial Statements is provided in the Annual Report.

Further, this is to inform the members that Icon Realcon Private Limited, the Subsidiary of your company ceases to be the subsidiary as on 30^th December, 2023 due to increase in its paid up share capital. Hence, the accounts of Icon Realcon Private Limited has been consolidated till the above-mentioned date.

8. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of your Company during the year.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on 31st March, 2024, your Company has 1 (One) Subsidiary Company i.e., Icon Realcon Private Limited.

However, on 30^th December, 2023, Icon Realcon Private Limited raised its capital via right issue and your company declined to subscribe to the said rights and in view of the same, the shareholding of Max Heights Infrastructure Limited comes down to 15% approx., hence Icon Realcon Private Limited ceases to be the subsidiary of your company w.e.f 30^th December, 2023.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Company''s subsidiary in the Form no. AOC-1 is attached herewith as Annexure-II which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company.

The policy determining the material subsidiaries as approved is available on the website of the Company at web link: http://www.maxheights.com/Policies.aspx#

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company provides a gender friendly workplace and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an Internal Complaints Committee accordingly. During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure-III.

11. LISTING INFORMATION:

The Equity Shares of the Company are listed on BSE Limited (“BSE”) and Calcutta Stock Exchange Limited (“CSE”). However, the Application for delisting of the equity shares of the Company from the CSE is pending with the Exchange.

The payment of listing fees for the year 2023-24 and 2024-25 has been made to BSE Limited.

12. DEMATERIALIZATION OF SHARES:

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE393F01010.

13. REPORT ON CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is enclosed as Annexure-IV to the Board''s Report.

The Certificate issued by M/s. Chitranjan Agarwal & Associates., Chartered Accountants in practice confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is enclosed as Annexure-IV(d) to the Board''s Report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial Year 2023-24, the provisions of Section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

15. RISK MANAGEMENT:

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/officers responsible for the day- to-day conduct of the affairs of the Company, which lead to identification of areas where risk management processes, need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

16. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and internal auditors. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

CHANGES IN THE INTERNAL AUDITOR DURING THE FINANCIAL YEAR 2023-24:

a. Ms. Kajal Goel (Membership No: A66838) has tendered her resignation as Internal Auditor of the Company w.e.f 25th August, 2023.

b. Ms. Sonali Mathur (Membership No: A62205) has been appointed as the Internal Auditor of the Company w.e.f 25th August, 2023.

The Internal Auditor has submitted her report for the half year ended on 30th September, 2023 and 31st March, 2024 which was placed before the Audit Committee and the Board in their duly convened meeting(s).

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments under Section 186 of the Act have been disclosed in the Financial Statements and forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

18. RELATED PARTY TRANSACTIONS:

During the year under review, all the contracts / arrangements/ transactions entered by the Company with related parties were in ordinary course of business/on an arm''s length basis.

The details in AOC-2 of transactions entered into by the Company with its related party are provided in Annexure-V to this Report.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at web link http://www.maxheights.com/Policies.aspx#.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT / TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Further, the company had applied for compounding under Section 441 of Companies Act, 2013, The object of the joint application was to obtain the approval of the Hon''ble Regional Director for the compounding of offences committed under section 149 read with Schedule IV of the Companies Act, 2013 for non-compliance of the provisions of the Section 149 of Companies Act, 2013 for appointment of Mr. Ashok Ahuja (DIN 07287378) as Independent Director w.e.f. 30th September 2015.

The Regional Director after hearing passed the Compounding Order on 3rd May, 2023.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website at http://www.maxheights.com/AnnualReport.aspx.

21. STATUTORY AUDITORS AND AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Chitranjan Agarwal &

Associates (FRN-029812N), Chartered Accountants were appointed as Statutory Auditor of the Company for a period of 5 year in accordance with Section 139 of Companies Act, 2013 from the conclusion of 41st Annual General Meeting to hold the office till the conclusion of the 46th Annual General Meeting of the Company to be held in year 2027 at such remuneration plus applicable taxes, as may be mutually agreed between the said Auditors and Board of Directors of the Company.

The auditor has not reported any qualification/observation in his audit report.

22. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION ORADVERSE REMARK:

The Audit Report issued by M/s Chitranjan Agarwal & Associates, Statutory Auditors of the Company is self-explanatory and do not call for any further clarification or comment by the Board.

23. COST RECORDS:

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost and Audit) Rules, 2014.

24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Anuradha Malik (M.NO: A60626; CoP: 27205), Practicing Company Secretary, to undertake the Secretarial Audit of the Company, for the Financial Year 2023-24. The Secretarial Audit Report issued by Ms. Anuradha Malik, Practicing Company Secretary, in MR-3 is provided under Annexure-VI to this Report.

The Report issued by Ms. Anuradha Malik is self-explanatory and do not call for any further clarification.

25. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

The Statutory Auditor of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

26. MANAGEMENT DISCUSSIONAND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), is presented in a separate section forming a part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2023-24.

Steps taken by the Company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

(II) No technology was/is imported during the last 3 years reckoned from the beginning of the Financial Year,

(III) Expenditure incurred on research and development - NIL

28. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange earnings or outflow during the Financial Year 202324.

29. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders. The helpline will serve as an avenue for the Reporters to ''blow the whistle'' in case they come across any unethical or fraudulent activity happening in the organization.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities. The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

The details of the Policy on Vigil Mechanism and Whistle Blower Policy, as approved by the Board have been stated in the Report on Corporate Governance available on the website of the Company at weblink http://www.maxheights.com/Policies.aspx#.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

31. FINANCIAL YEAR:

The Company follows the financial year commence from 1st April and ends on 31st March of subsequent year.

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from 1st April, 2023 to 31st March, 2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

---

Mar 31, 2023

Your directors have pleasure in presenting the 42nd Directors'' Report of your Company together with the Audited Statement of Accounts and the Report of Auditors of your company for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

a) FINANCIAL RESULTS

(Amount in lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Total Income	604.13	640.76	722.61	641.21
Total Expenses	(580.34)	(458.56)	901.35	766.72
Profit (Loss) before tax	23.78	182.20	(178.74)	(125.51)
Tax Expenses
Current Tax	2.14	25.06	2.14	25.06
Earlier years tax	0.00	0.00	0.00	0.00
Deferred Tax	0.73	(0.31)	0.69	(0.35)
Profit/(Loss) after Tax	20.91	157.46	(181.57)	(150.22)
Net Profit Transferred to Reserves	0.00	0.00	0.00	0.00
Earnings per share Basic	0.13	1 .0 1	0.00	0.00
Diluted	0.13	1.01	0.00	0.00

(b) (i) Highlights of the Company''s Performance (Standalone) for the year ended 31st March,

2023 are as under:

During the year, the Company recorded a Total Revenue of '' 604.13 lakhs (previous year '' 640.76 lakhs). The Company recorded a Net Profit of '' 20.91 lakhs during the financial year ended 31st March, 2023 as compared to a Net Profit of ''157.46 lakhs in the previous year.

(ii) Highlights of the Company''s Performance (Consolidated) for the year ended 31st March, 2023 are as under:

During the year, the Company recorded a Total Consolidated Revenue of '' 722.61 lakhs (previous year '' 641.21 lakhs. The Company recorded a loss of '' 181.57 lakhs during the financial year ended 31st March, 2023 as compared to a loss of '' 150.22 lakhs in the previous year.

(c) Segment-wise position of business and its operations; (Amount in lakhs)

			Standalone		Consolidated
			Year ended	Previous Year Ended	Year ended	Previous Year Ended
		Particulars	31.03.202 3	31.03.2022	31.03.2023	31.03.2022
1	Segment Revenue (net sale/income from each segment should be disclosed under this head)
	(a)	Segment- Real Estate	597.00	531.00	711.44	531.00
	(b)	Segment -Finance	7.13	11.77	6.97	12.22
	(c)	Segment -Shares	00	97.99	00	97.99
	Tot al		604.13	640.76	718.41	641.21
	Less: Inter Segment Revenue		0.00	0.00	0.00	0.00
Revenue From Operations			604.13	640.76	718.41	641.21
2	Segment Results (Profit) ( ) / Loss) before tax and interest froneach segment)
	(a)	Segment-Real Estate	182.47	177.42	265.58	177.44
	(b)	Segment - Finance	7.13	11.77	6.97	12.22
	(c)	Segment - Shares	00	97.99	00	97.99
	Total Profit before tax		189.60	287.18	272.55	287.65
	Less	(i) Finance Cost	82.26	36.65	368.50	324.03
		(ii) Other Un allocable Expenditure net off un allocable income	83.56	68.33	82.78	89.14
Profit Before Tax			23.78	182.20	(178.73)	(125.52)
3	Capital Employed (Segment Assets- Segment Liabilities)
	(a)	Segment - Real Estate	3,211.65	3195.51	2,606.05	2,792.36
	(b)	Segment -Finance	58.21	53.44	58.17	53.44
	(c)	Segment- Shares	0.00	0.00	0.00	0.00
Total Capital Employed			3,269.86	3,248.95	2,664.22	2,845.80

(d) Share Capital

The Authorised Share Capital as at 31st March, 2023 stood at '' 17,00,00,000/- (Rupees Seventeen Crores only) divided into 1,70,00,000 (One Crore Seventy Lakh) equity shares of ''10/-(Ten) each and the paid up Equity Share Capital as on 31st March, 2023 stood at ''15,60,92,250/- (Rupees Fifteen Crore Sixty Lakh Ninety Two Thousand Two Hundred and Fifty only) divided into 1,56,09,225 (One Crore Fifty Six Lakh Nine Thousand Two Hundred and Twenty Five) equity shares of '' 10/- (Ten) each. During the year under review there was no change reported.

Further, the Board of Directors in their meeting held on January 20, 2023 has considered the matter to sub-divide 1 (One) Equity Share of the Company having Face Value of Rs. 10/- (Rupees Ten only) each into 5 Equity Shares having Face Value of Rs. 2/- (Rupees Two only) each.

The members approved the said agenda via postal ballot dated 16th March, 2023. However the afore-said sub-division was withdraw by the Board after the closure of the financial year.

(e) Transfer to Reserves in Terms of Section 134 (3) (J) of The Companies Act, 2013 (''The Act'')

For the Financial Year ended 31st March, 2023, the Company has not proposed to carry any amount to the General Reserve Account.

(f) Dividend

During the year under review, the Board of Directors has not recommended dividend on the equity shares of the Company, due to meager profit in the financial year 2022-23.

Further during the year unpaid/unclaimed dividend of the financial year 2014- 15 had been transferred to the Investor Education and Protection Fund.

(g) Material Changes and Commitments

There are no material changes from the end of Financial Year till the date of this report.

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) I. Changes in Directors as on the date of this report

• Mr. Satish Chander Narang (DIN: 00095639), resigned from the directorship as well as Chairmanship of the Company w.e.f. on 26th July, 2022, due to his old age he express his unwillingness to continue on the Board of the Company.

• Mr. Shubham Mittal (DIN: 09328174) was appointed as an Independent Director in the 41st AGM by the approval of members of the Company for a tenure of 5 years.

• Mr. Ashok Ahuja (DIN: 07287378), resigned from the directorship of the Company w.e.f close of work on May 29, 2022.

• Mr. Naresh Kumar Mansharamani (DIN: 07160387) was appointed as an Independent director in the 41^st AGM by the approval of members of the Company for a tenure of 5 years. But due to other obligation Mr. Naresh Kumar Mansharmani express his unwillingness to continue on the Board of the Company and tendered his resignation on April 10, 2023 and board approved his resignation.

• Mr. Sanyam Tuteja (DIN:08139915) was appointed as additional director (NonExecutive Independent Director) in the Board Meeting held by the Company on August 12, 2023. He held the office of additional director till the conclusion of this AGM. Further Board of the Directors on recommendation of the Nomination and Remuneration Committee, proposed the appointment of Mr. Sanyam Tuteja as a Non Executive Independent Director in this AGM by the approval of members of the Company.

• Mr. Manoj Kumar Pahwa (DIN: 00398839) was appointed as additional director (Non-Executive Independent Director) in the Board Meeting held by the Company on August 12, 2023. He held the office of additional director till the conclusion of this AGM. Further Board of the Directors on recommendation of the Nomination and Remuneration Committee, proposed the appointment of Mr. Manoj Kumar Pahwa as a Non Executive Independent Director in this AGM by the approval of members of the Company.

II. Changes in Key Managerial Personnel as on the date of this report

• Ms. Vandita Arora resigned from the post of Company Secretary and Compliance Officer of the Company with effect from August 31, 2022.

• Ms. Kajal Goel (PAN: BYCPG0869A) (M.No. 66838) was appointed as the Company Secretary and Compliance Officer with effect from October 07, 2022.

(b) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Naveen Narang (DIN: 00095708), retires by rotation at the ensuing Annual General Meeting (''AGM'') of the Company and, being eligible, offers himself for reappointment. Your Board has recommended his re-appointment.

(c) Code of conduct of Board of Directors and Senior Management

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel. Further, the Board of Directors and Senior Management Personnel have fully complied with the provisions of the Code of Conduct of Board of Directors and Senior Management of the Company during the Financial Year ended 31st March, 2023.

(d) Declaration of Independence by the Independent Directors

A declaration has been received by the Independent Directors of your Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Framework for Familiarization Programme for the Independent Directors and the Familiarization Programmes imparted to independent directors are made available on the website of the Company at weblink http://www.maxheights.com/Policies.aspx#.

(e) Key Managerial Personnel of the Company

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Naveen Narang (DIN: 00095708), Managing Director and Chief Financial Officer and Ms. Kajal Goel, Company Secretary and Compliance Officer.

(f) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfill the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(g) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure-I to this Report.

(h) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act, SEBI Listing

Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134(3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In a separate meeting of independent directors, performance of non-independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

4. NUMBER OF BOARD MEETINGS

Nine (9) Meetings of the Board were held during the financial year 2022-23. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES AND MEETINGS

Presently, the Company has three Board Committees with the following members:

Audit Committee	Mr. Shubham Mittal, Chairman Mr. Naveen Narang, Member Mr. Gourav, Member
Nomination and Remuneration Committee	Mr. Gourav, Chairman Mr. Shubham Mittal, Member Mrs. Mansi Narang, Member
Stakeholders Relationship Committee	Ms. Mansi Narang, Chairperson Mr. Gourav, Member Mr. Shubham Mittal, Member

Details of the Committee Meetings are available in the Corporate Governance Report section of the Annual Report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge

and ability confirm that:-

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Accounting Standard (AS) - 21 on Consolidated Financial Statements

read with AS - 23 on Accounting for Investments in Subsidiary, the Audited Consolidated Financial

Statements is provided in the Annual Report.

8. CHANGE IN NATURE OF BUSINESS

There is no change in the business of your Company during the year.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2023, your Company has 1 Subsidiary Company i.e., Icon Realcon Private Limited. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Company''s subsidiary in the Form no. AOC-1 is attached herewith as Annexure-II which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company.

The policy determining the material subsidiaries as approved is available on the website of the Company at web link http://www.maxheights.eom/Policies.aspx#.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an Internal Complaints Committee accordingly. During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures relating to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure-III.

11. LISTING INFORMATION

The Equity Shares of the Company are listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited (CSE). However, the Application for delisting of the equity shares of the Company from the CSE is pending with the Exchange.

The payment of listing fees for the year 2022-23 and 2023-24 has been made to BSE Limited.

12. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE393F01010.

13. REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-IV to the Board''s Report.

The Certificate issued by M/s. Chitranjan Agarwal & Associates, Chartered Accountants in practice confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-IV to the Board''s Report.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial Year 2022-23, the provisions of Section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

15. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company, which lead to identification of areas where risk management processes, need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

16. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations. The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and internal auditors. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Act have been disclosed in the Financial Statements and forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

18. RELATED PARTY TRANSACTIONS

During the year under review, all the contracts / arrangements/ transactions entered by the Company with related parties were in ordinary course of business/on an arm''s length basis.

The details in AOC-2 of transactions entered in to by the Company with its related party are provided in Annexure-V to this Report.

All Related Party Transactions were placed before the Audit Committee for approval. Omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at web link http://www.maxheights.com/Policies.aspx#.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Further, the company has applied for compounding under Section 441 of Companies Act, 2013, The object of the joint application was to obtain the approval of the Hon''ble Regional Director for the compounding of offences committed under section 149 read with Schedule IV of the Companies Act, 2013 for non-compliance of the provisions of the Section 149 of Companies Act, 2013 for appointment of Mr. Ashok Ahuja (DIN 07287378) as Independent Director w.e.f. 30th September 2015.

The Regional Director after hearing passed the Compounding Order on 3rd of May, 2023.

20. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company''s website at http://www.maxheights.com/AnnualReport.aspx.

21. STATUTORY AUDITORS A N D A U D I T REPORT

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Chitranjan Agarwal & Associates (FRN-029812), Chartered Accountants were appointed as Statutory Auditor of the Company for a period of 5 year in accordance with Section 139 of Companies Act, 2013 from the conclusion of 41st Annual General Meeting to hold the office till the conclusion of the 46th Annual General Meeting of the Company to be held in year 2027 at such remuneration plus applicable taxes, as may be mutually agreed between the said Auditors and Board of Directors of the Company.

22. EXPLANATION BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK.

The comments made by the Auditors in their Report are self- explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

23. COST RECORDS

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost and Audit) Rules, 2014.

24. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P B & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company, for the Financial Year 2022-23. The Secretarial Audit Report given by M/s. PB & Associates, Company Secretaries, in MR-3 is provided under Annexure-VI to this Report.

The audit report contains the following observation:

The Company has not disclosed the details in the Annual Report filed for FY 2021-22 as required under Regulation 36 of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of appointment of Statutory Auditors.

Board''s Comment: It is be and is hereby informed that the company has taken steps and the required information is mentioned thereunder in the Notice of 42nd Annual General Meeting of the Company.

Pursuant to Circular No.CIR/ CFD/ CMD1/ 27/ 2019 dated 8th February, 2019, issued by the SEBI, the Company has obtained Annual Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and the copy of the same has been submitted with the Stock Exchanges within the prescribed due date.

25. FRAUD REPORTED BY THE AUDITOR UNDER SECTION 143(12) OF COMPANIES ACT, 2013

The Statutory Auditor of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (''SEBI Listing Regulations''), is presented in a separate section forming a part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2022-23.

Steps taken by the Company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: Nil

(II) No technology was/ is imported during the last 3 years reckoned from the beginning of the Financial Year,

Expenditure incurred on research and development - NIL

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the Financial Year 2022-23.

26. ESTABLISHMENT OF VIGIL MECHANISM

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders. The helpline will serve as an avenue for the Reporters to ''blow the whistle'' in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities. The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

The details of the Policy on Vigil Mechanism and Whistle Blower Policy, as approved by the Board have been stated in the Report on Corporate Governance available on the website of the Company at web link http://www.maxheights.com/Policies.aspx#.

27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

28. FINANCIAL YEAR

The Company follows the financial year commence from April 01 and ends on March 31 of subsequent year.

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from April 01, 2022 to March 31, 2023, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and shareholders during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

By Order of Board of Directors For Max Heights Infrastructure Limited

Sd/- Sd/-

Naveen Narang Mansi Narang

D_ate: 16^th A_ug_ust, 2023 Managing Director and CFO Director

Place : New Delhi DIN: 00095708 DIN: 07089546

Max Heights Infrastructure Limited Regd. Off.: SD-65, Tower Apartment,

Pitampura, New Delhi-110034.

CIN: L67120DL1981PLC179487 E-Mail ID: [e-mail]

---

Mar 31, 2018

The Directors have pleasure in presenting the 37^th Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

a) Financial results (Amount in Rs.)

Particulars	Standalone		Consolidated
	Current year	Previous Year	Current Year	Previous Year
Total Income	3,13,26,960.00	4,18,08,623.20	60,13,68,847.26	42,13,82,897.24
Total Expenses	2,58,00,306.66	3,50,24,646.76	58,02,91,499.73	40,21,05,433.48
Profit(Loss) before tax	55,26,653.34	67,83,976.44	2,10,77,347.53	1,92,77,463.76
Tax Expenses
Current Tax	13,26,940.00	21,53,640.00	54,87,820.00	62,58,290.00
Earlier years tax	0.00	0.00	0.00	0.00
Deferred Tax	(1,54,500)	(99,064.00)	(1,98,699.00)	(2,25,939.00)
Profit/(Loss) after Tax	43,54,213.34	47,29,400.44	1,57,88,226.53	1,32,45,112.76
Net Profit Transferred to Reserves	0.00	0.00	0.00	0.00
Earnings per share (Rs.) Basic Diluted	0.28 0.28	0.30 0.30	0.72 0.72	0.66 0.66

(b) (i) Highlights of the Company''s Performance (Standalone) for the year ended 31^st March 2018 are as under:

During the year, your Company recorded Total Revenue of Rs. 3,13,26,960.00 (previous year Rs. 4,18,08,623.20). The Company recorded a Net Profit of Rs. 43,54,213.34 during the financial year ended 31st March, 2018 as compared to a Net Profit of Rs. 47,29,400.44 in the previous year.

(ii) Highlights of the Company''s Performance (Consolidated) for the year ended 31^st March 2018 are as under:

During the year, the Company recorded Total Consolidated Revenue of Rs. 60,13,68,847.26 (previous year Rs. 42,13,82,897.24). The Company recorded a Net Profit of Rs. 1,57,88,226.53 during the financial year ended 31st March, 2018 as compared to a Net Profit of Rs. 1,32,45,112.76 in the previous year.

(c) Transfer To Reserves In Terms Of Section 134 (3) (J) Of The Companies Act, 2013

For the financial year ended 31st March, 2018, the Company has not proposed to carry any amount to the General Reserve Account.

(d) Dividend

The Board does not recommend any dividend, due to meager profit in the financial year 2017-18.

(e) Material Changes And Commitments

There are no material changes from the end of Financial Year till the date of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel as on the date of this report

i. Appointment of Independent Director:

Mr. Jawahar Lal was appointed as the Additional Director (Independent) with effect from April 16 2018, who will hold office till the conclusion of this AGM. Being eligible for re-appointment, the Board of Directors on recommendation of Nomination and Remuneration Committee, proposed the appointment of Mr.Jawahar Lal as an independent director in the ensuring AGM for Members approval.

(b) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Naveen Narang (DIN: 00095708) will retire by rotation at the ensuing Annual General Meeting (''AGM'') of the Company and, being eligible, offers himself for re-appointment. Your Board has recommended his reappointment.

(c) Declaration of Independence by the Independent Directors

A declaration from Mr.Jawahar Lal; Mr.Mukul Dhamija; Mr.Dinesh Kumar and Mr.Ashok Kumar Ahuja, the Independent Directors of your Company have received confirming that they meets with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Framework for Familiarization Programme for the Independent Directors and the Familiarization Programmes imparted to independent directors are made available on the website of the Company http://www.maxheights.com/Policies.aspx# and http://maxheights.com/Policies.aspx# respectively.

(d) Key Managerial Personnel of the Company

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr.Naveen Narang, Managing Director & CFO and Ms.Varsha Aggarwal, Company Secretary.

(e) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(f) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure- I to this Report.

(g) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134(3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In a separate meeting of independent directors, performance of non-independent directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

4. NUMBER OF BOARD MEETINGS

5 (Five) meetings of the Board were held during the year. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committe e	Mr. Ashok Kumar Ahuja, Chairman Mr. Naveen Narang, Member Mr. Mukul Dhamija, Member
Nomination and Remuneration Committee	Mr. Mukul Dhamija, Chairman Mr. Satish Chander Narang, Member Mr. Ashok Kumar Ahuja, Member
Stakeholders Relationship Committee	Ms. Mansi Narang, Chairman Mr. Mukul Dhamija, Member Mr. Ashok Kumar Ahuja, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability, confirm that: -

i in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for that period;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively..

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at March 31, 2018, your Company had 4 (Four) Subsidiary Companies i.e., Max Heights Promoters Private Limited, Max Heights Township & Projects Private Limited, Icon Realcon Private Limited, Max Heights Realtors Limited and 1 (One) Associate Company i.e., Max Heights Developers Private Limited. There has been a material change in the nature of the business of the subsidiary namely ''Max Heights Realtors Limited''.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached herewith as Annexure-II which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company.

The policy determining the material subsidiaries as approved is available on the website of the Company at weblink http://www.maxheights.com/Policies.aspx#

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure-III.

10. LISTING INFORMATION

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. However the Application for delisting of the equity shares of the Company from the Calcutta Stock Exchange Limited is pending with the Exchange.

The payment of Listing fees for the year 2017-18 has been made to Bombay Stock Exchange Limited.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE393F01010.

12. CORPORATE GOVERNANCE

To comply with the conditions of Corporate Governance, pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance, Declaration by Managing Director and Auditor''s Certificate, are included in the Annual Report as Annexure - IV to the Board Report.

13. CORPORATE SOCIAL RESPONSIBILITY(CSR)

During the financial year 2017-18, the Net Worth of the Company was Rs. 27,73,58,845; Turnover of the Company was Rs.3,13,26,960.00 and Net profit of the Company was Rs. 43,54,213.34. Therefore, the provisions of Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

14. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

15. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

17. RELATED PARTY TRANSACTIONS

During the year under review, all the contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business / on an arm''s length basis.

The details in AOC-2 of transactions entered into by the Company with its related party are provided in Annexure- V to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at weblink http://www.maxheights.com/Policies.aspx#

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

19. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-VI will form part of this Board Report.

20. STATUTORY AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Praveen Om Jain & Co., Chartered Accountants(Firm Regn. No.019993N), were appointed as statutory auditors from the conclusion of the 36^th Annual General Meeting (AGM) held on September 29, 2017 till the conclusion of the 41^st AGM of the Company to be held in the year 2022.

Further, pursuant to Companies Amendment Act, 2017 made effective from January 3, 2018 and Notification vide no.S.O.1833(E) dated May 7, 2018, the ratification relating to appointment of M/s Praveen Om Jain & Co., Chartered Accountants(Firm Regn. No.019993N), Statutory Auditors is not required to be placed for Members approval at an ensuing Annual General Meeting. Therefore, M/s Praveen Om Jain & Co., Chartered Accountants(Firm Regn. No.019993N), Statutory Auditors of the Company shall hold office till 41^st AGM of the Company without any further ratification.

The comments made by the Auditors'' in their Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

21. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s P B & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2017-18. The Secretarial Audit Report given by M/s. P B & Associates, Company Secretaries, in MR- 3 is provided under Annexure- VII to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require any further comments.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming a part of the Annual Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2017-18.

Steps taken by the company for utilizing alternate sources of energy: NIL Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc : Nil

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import -NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

(III) Expenditure incurred on research and development - NIL There were no foreign exchange earnings or outflow during the year.

24. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock

Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at weblink http://www.maxheights.com/Policies.aspx#.

25 ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For & on behalf of Board of Directors

Satish Chander Narang Naveen Narang

Date: 30^th May 2018 Chairman Managing Director & CFO

Place: New Delhi DIN: 00095693 DIN: 00095708

Max Heights Infrastructure Limited

Regd. Off.: SD-65, Tower Apartment,

Pitampura, New Delhi-110034

CIN:L67120DL1981PLC179487

E-Mail: [e-mail]

---

Mar 31, 2016

To,

The Members of

Max Heights Infrastructure Limited

The Directors have pleasure in presenting the 35th Director''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

a) (Amount in Rs.)

Particulars	Current year	Previous Year
Total Income	5,19,88,578.00	4,62,95,344.00
Total Expenses	4,37,94,317.00	3,98,28,654.00
Profit(Loss) before tax	81,94,261.00	64,66,690.00
Tax Expenses
Current Tax	25,96,360.00	20,94,250.00
Earlier years tax	0.00	(5,257.00]
Deferred Tax	(54,757.00)	(4,01,481.00)
Profit/fLoss) after Tax	56,52,658.00	47,79,178.52
Net Profit Transferred to Reserves	0.00	0.00
Earnings per share (Rs.) Basic	0.36	0.31
Diluted	0.36	0.31

(b) During the year, your Company recorded Total Revenue of Rs. 5,19,88,578.00 (previous year Rs. 4,62,95,344.00). The Company recorded a Net Profit of Rs. 56,52,658.00 during the financial year ended 31st March, 2016 as compared to a Net Profit of Rs. 47,79,178.52 in the previous year.

(c) The Company made preferential allotment of 14,72,550 Equity Shares of Rs.10/- each on 1st September, 2014, out of which the listing and trading approval of 7,86,850 equity shares was already obtained, whereas the listing approval for remaining 6,85,700 equity shares had been obtained on October 23,2015 and trading approval was obtained on February 15,2016. After the above approvals, the entire paid up share capital of the Company became tradable on BSE Limited.

(d) Transfer To Reserves In Terms Of Section 134 (3) (J) Of The Companies Act, 2013

For the financial year ended 31st March, 2016, the Company is not proposing to carry any the General Reserve Account.

(e) Dividend

The Board in its meeting held on 22nd December, 2015, declared an interim dividend of Rs. 0.05/-(Five Paisa Only) per equity share, already paid during the year, for the financial year ended 31st March 2016. Since the Board does not recommend any further dividend, thus the Board recommends for approval of members the said interim dividend as the final dividend.

All the shareholders/ Members, whose interim dividend has remain unpaid/ unclaimed, may contact the Company Secretary for issuance/ change of Dividend Warrants.

(f) Material Changes And Commitments

There are no material changes from the end of Financial Year till the date of this report

2. PUBLIC DEPOSITS

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Changes in Directors and Key Managerial Personnel during the year

Mr. Rakesh Pahwa (DIN: 06571871), Independent Director resigned from the Directorship of the Company with effect from 16th August, 2015.

Mr. Ashok Kumar Ahuja (DIN : 07287378) was appointed as the Independent Director on 30th September 2015, in terms of the provisions of section 149, further the Board recommends his appointment in the ensuing AGM.

Further, Mr. Naveen Narang was appointed as a Chief Financial Officer (CFO) of the Company with effect from 14th August, 2015.

During the year under review, Ms. Bernadette Dominic resigned from the position of Company Secretary and Chief Financial Officer (CFO) with effect from 10th April, 2015. Ms. Jaspreet Kaurwas appointed as the Company Secretary from 3rd June, 2015.

(b) Retirement by rotation

In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Ms. Mansi Narang (DIN: 07089546) will retire by rotation at the ensuing Annual General Meeting (AGM'') of the Company and, being eligible, offers herself for reappointment. Your Board has recommended her re-appointment.

(c) Declaration of Independence by the Independent Directors

The Independent Directors of your Company have confirmed that they meet with the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Framework for Familiarization Programme for the Independent Directors and the Familiarization Programmes imparted to independent directors are made available on the website of the Company http://www.maxheights.c0m/P0licies.aspx# and http: //maxheights.com/Policies.aspx# respectively.

(d) Attributes, qualifications and appointment of Directors

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company, fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

(e) Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is enclosed as Annexure: I to this Report.

(f) Board Evaluation

The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required in terms of Section 134(3) (p) of the Act. The performance evaluation of the Board and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

4. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2016,8 (Eight) meetings of the Board were held. Details of the same are available in the Corporate Governance Report section of the Annual Report.

5. BOARD COMMITTEES

Presently, the Company has three Board Committees with the following members:

Audit Committee	Mr. Dinesh Kumar, Chairman Mr. Naveen Narang, Member Mr. Mukul Dhamija, Member Mr. Ashok Kumar Ahuja, Member
Nomination and Remuneration Committee	Mr. Mukul Dhamija, Chairman Mr. Satish Chander Narang, Member Mr. Dinesh Kumar, Member Mr. Ashok Kumar Ahuja, Member
Stakeholders Relationship Committee	Mr. Satish Chander Narang, Chairman Mr. Dinesh Kumar, Member Mr. Mukul Dhamija, Member Mr. Ashok Kumar Ahuja, Member

6. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Directors confirm having: -

i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) 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 your Company and for preventing and detecting fraud and other irregularities;

iv) prepared the Annual Accounts on a going concern basis; and

v) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

vi] having laid down the internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at March 31, 2016, your Company had 4 (Four) Subsidiary Companies i.e., Max Heights Promoters Private Limited, Max Heights Township & Projects Private Limited, Icon Realcon Private Limited, Max Heights Finance Limited (Max Heights Finance Limited became a subsidiary from 27th March, 2016) and 1 (One) Associate Company i.e., Max Heights Developers Private Limited.

The Board of directors of the Company has by resolution passed in its meeting held on 21st May, 2016 given consent for not attaching the Balance Sheets of the subsidiaries concerned.

A report on performance and financial position of each of the subsidiaries, associates and the joint venture Companies as per the Companies Act, 2013 is provided in Annexure: A to the consolidated financial statements hence not reproduced here for the sake of brevity. Please refer (AOC-1) annexed to the Consolidated Financial Statements Section in the Annual Report.

The Annual Accounts of the subsidiary companies and the related detailed information shall be made available on request to the shareholders of the Company and shall also be available at the registered office of the Company for inspection.

The policy determining the material subsidiaries as approved is available on the website of the Company at weblink http://www.maxheights.eom/Polides.aspx#

9. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

None of the employees of your Company is covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. LISTING INFORMATION

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. However the Application for delisting of the equity shares of the Company from the Calcutta Stock Exchange Limited is pending with the Exchange.

The payment of Listing fees for year 2016-17 has been made to Bombay Stock Exchange Limited.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE393F01010.

12. CORPORATE GOVERNANCE

To comply with the conditions of Corporate Governance, pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance, Declaration by Managing Director and Auditor''s Certificate, are included in the Annual Report as Annexure - II to the Board Report.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming a part of the Annual Report.

14. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Company''s risk management framework is designed to address risks intrinsic to operations, financials and compliances arising out of the overall strategy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ officers responsible for the day-to-day conduct of the affairs of the Company. Risk focused audits are carried out periodically by the Internal Auditors, which lead to identification of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Company''s risk management systems and policies.

15. INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of the investments made during the year ended 31stMarch, 2016 are given in Note No. 11 & 12 of the Notes to Accounts of Standalone Financial Statements.

17. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2016, all the contracts / arrangements/ transactions entered by the Company during the financial year with related parties were in ordinary course of business / on an arm''s length basis.

The details in AOC-2 of transactions entered into by the Company with its related party are provided in Annexure: III to this Report.

The Policy on materiality of related party transactions and dealing with related dealing with related party transactions as approved by the Board is available on the website of the Company atweblinkhttp://www.maxheights.com/Policies.aspx#

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year under review, no significant or material orders were passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

19. EXTRACT OFANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are provided under Annexure: IV to this Report.

20. AUDITORS AND AUDIT REPORT

The Company''s Auditors, M/s Deepak Narang & Associates, Chartered Accountants, were appointed at the 33rd AGM to hold such office till the conclusion of the 36th AGM. Your Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Deepak Narang & Associates, Chartered Accountants from the conclusion of the ensuing AGM till the conclusion of the next AGM to be held on 2017. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of M/s Deepak Narang & Associates, Chartered Accountants, for the financial year 2016-17.

The comments made by the Auditors'' in their Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2015-16.

Steps taken by the company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL.

TECHNOLOGY ABSORPTION:

(I) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: Nil

(II) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information maybe furnished:

A) Details of technology imported - NIL

B) Year of import-NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

III) Expenditure incurred on research and development - NIL There were no foreign exchange earnings or outflow during the year.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s P B & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2015-16. The Secretarial Audit Report given by M/s P B & Associates, Company Secretaries, in MR- 3 is provided under Annexure: V to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require any further comments.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the whistle blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at weblink http://www.maxheights.eom/Policies.aspx#

24. OTHER INFORMATION

Particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, (“the Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:-

1. Details of Remuneration of Directors, Key Managerial Personnel and median Remuneration

Name	Ratio of remuneration of director to median remuneration of employees	% increase in remuneration in the financial year
Directors
Mr. Naveen Narang	3.26	7.14%
Key Managerial Personnel	Not Applicable
% increase in median remuneration	Not Applicable

2. Number of permanent employees on the rolls of the Company as on 31st March 2016:8

3. Comparison between average increase in remuneration and Company performance

S.No.	Particulars	% increase in 2015-2016
1.	Total Income	12.3
2.	Profit after tax	18.28
3.	Remuneration of employees	(7.02)

4. Comparison of the remuneration of the key managerial personnel against the performance of the Company

The remuneration of the key managerial personnel is keeping in the view of the performance of the Company as aforesaid and trend of remuneration in industry.

5. Variations in market capitalization, price earning ration and market quotation

S.No.	Particulars	Details
1.	Percentage variation in market capitalization as at 31st March 2016 as compared to as at 31st March 2015	4.23
2.	Percentage variation in price earning ratio as at 31st March 2016 as compared to as at 31st March 2015	(10.25)
3.	Market Price as at 31st March 2016 (in Rs.)	57.25
4.	Issue price in last public issue (in Rs.)	70
5.	Percentage increase of (3) over (4)	(18.21)

6. Comparison of percentage increase in salary of employees with that of Managing Director

S.No.	Particulars	Details
1.	Percentage increase in remuneration of employees	10
2.	Percentage increase in remuneration of Managing Director	7.14

The increase in remuneration of Managing Director is keeping in view his duties and responsibilities, the performance of the Company and trend of remuneration in industry.

7. Key parameters for any variable component of remuneration availed by the directors

Non-executive directors are not entitled to any variable remuneration. Performance pay/bonus of Managing Director is based on the overall performance of the Company and his contribution to the same.

8. Ratio of the Remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Not Applicable

9. The remuneration paid as above was as per the remuneration policy of the Company.

25. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For & on behalf of Board of Directors

For Max Heights Infrastructure Limited

Satish Chander Narang Naveen Narang

Chairman Managing Director & CFO

DIN:00095693 DIN:07089546

Date: 21st May, 2016

Place: New Delhi

Max Heights Infrastructure Limited

Regd. Off.: SD-65, Tower Apartment,

Pitampura, New Delhi-110034

CIN: L67120DL1981PLC179487

E-Mail ID: [e-mail]

---

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Performance

A brief overview on standalone financial performance of your company for the financial year ended 31st March, 2014 are as follows:

Standalone Financial Performance (Amount in

Particulars Financial Year ended 31.03.2014 31.03.2013

Total Income 35,527,204.87 17,066,963.00

Total Expenditure 29,771,744.40 9,336,720.22

Profit before tax 5,755,460.47 7,730,242.78

Tax Expenses 1,780,680.00 2,473,430.00

Profit after tax 3,974,780.47 5,256,812.78

Paid-up Share Capital 141,366,750.00 141,366,750.00 Year in Retrospect

During the year under review total income of the Company was Rs. 35,527,204.87/- as against Rs. 17,066,963.00/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 3,974,780.47/- against a profit of Rs. 5,256,812.7- in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2014 and the date of this Report.

Dividend

In order to conserve the profits, your directors do not propose to declare dividend for the financial year ended 31st March, 2014.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning, however it is the endeavour of the Management to conserve the energy by reducing the use of petroleum and use of latest technology.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

During the year the Board of Directors in their meeting held on 7th February, 2014 appointed Mr. Naveen Narang as the Managing Director of the Company and recommended his appointed for the approval of the members at the Extra-Ordinary General Meeting scheduled to be held on 25th June, 2014.

Mr. Satish Chander Narang was appointed as the Chairman of the Company w.e.f. 7th February, 2014.

Further during the year Mr. Manan Narang, resigned from the Board and ceased to be the Managing Director of the Company w.e.f. 18th December, 2013. The Directors placed on record their appreciation for his contribution and efforts during his tenure on the Board of the Company.

Mr. Satish Chander Narang, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board recommends the re-appointment of Mr. Satish Chander Narang, as a director liable to retire by rotation at the ensuing Annual General Meeting of the Company.

Auditors

M/s Deepak Narang & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Deepak Narang & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 36th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Your Directors recommend their re-appointment.

Auditors'' Report

The observation of Auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited. However the Application for delisting of the equity shares of the Company from the Calcutta Stock Exchange Limited is pending with the Exchange.

The listing fee for the financial year 2014-2015 has been paid to BSE Limited.

Subsidiary Companies

Pursuant to Accounting Standards AS-21 on consolidated Financial Statements read with AS-27 on Financial Reporting issued by the Institute of Chartered Accountants of India and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries and associate companies are enclosed and forms part of this Annual Report.

As per the General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the balance sheets of the subsidiary companies have not been attached to the Annual Report. However, the statement pursuant to the above referred circular has been disclosed in the consolidated balance sheet of the company.

Further the audited financial statements of the subsidiary companies are available for inspection at the Company''s registered office and the registered office of the subsidiary companies. Copies of the annual accounts of the subsidiary companies will also be made available to the shareholders of Max Heights Infrastructure Limited and those of the subsidiary companies upon request.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance and Auditor''s Certificate, are included in the Annual Report as Annexure - I.

Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. they had 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 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. they had 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; and

d. they had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Max Heights Infrastructure Limited

Sd/- Sd/- Satish Chander Narang Naveen Narang Chairman Managing Director DIN: 00095693 DIN: 00095708 Address: SD-65, Address:SD-65,Tower Tower Apartment, Apartment, Place: New Delhi Pitampura, New Delhi Pitampura,New Delhi Date: 30-05-2014 - 110034 - 110034

---

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the 32nd Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

(Amountin

Particulars Financial Year ended 31.03.2013 31.03.2012

Total Income 17,066,963.00 73,673,927.00

Total Expenditure 9,336,720.22 69,442,849.65

Profit before tax 7,730,242.78 4,231,077.35

Tax Expenses

Less: Current Tax 2,390,750.00 1,186,650.00

Less: Earlier years Tax 11,753.00

Add: Deferred Tax Asset 125,230.00

Profit after tax 5,339,492.78 3,157,904.35

Transfer to Reserve 5,339,492.78 3,157,904.35

Paid-up Share Capital 141,366,750.00 135,741,750.00

Year in Retrospect

During the year under review total income of the Company was Rs. 17,066,963.00/- as against Rs. 73,673,927.00/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 5,339,492.78/- against a profit of Rs. 3,157,904.35/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Postal Ballot

As you are already aware that, the Company has conducted postal ballot during the financial year ended 31st March 2013, the result of which was declared on 8th day of December 2012.

Pursuant to the declaration of result of Postal Ballot:

> The Company had passed Ordinary Resolution u/s 94 of the Companies Act, 1956 and other applicable provisions, if any, for increasing the Authorised Share Capital of the Company from Rs. 13,60,00,000/- to Rs. 14,65,00,000/- by creation of another 10,50,000 Equity Shares ofRs. 10/- each.

> The Company had passed Special Resolution u/s 81(1A) of the Companies Act, 1956 read with SEBI (Issue of Capital and Disclosure Requirement Regulation) 2009 for preferential allotment of 5,62,500 Equity Shares oR10/- each at a premium oR70/- per share.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2013 and the date of this Report.

Dividend

In order to conserve the profits, your directors do not propose to declare dividend for the financial year ended 31st March 2013.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning, however it is the endeavour of the management to conserve the energy by reducing the use of petroleum and use of latest technology.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees were in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

During the period Mr. Jatin Narula, Director of the Company resigned from the directorship on 14th August 2013 and Mr. Rakesh Pahwa was appointed as an Additional Director of the Company in the Board meeting held on 14th August 2013.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Naveen Narang and Mr. Mukul Dhamija, retire by rotation and being eligible offer themselves for re- appointment.

Further the Board of Directors have also recommended the appointment of Mr. Manan Narang as the Managing Director of the Company for a further period of 3 years with effect from 1st April 2013.

Your Directors recommend the appointment of Mr. Rakesh Pahwa as Director; re-appointment of Mr. Manan Narang as the Managing Director and re-appointment of Mr. Naveen Narang and Mr. Mukul Dhamija as Director.

Auditors

M/s Deepak Narang & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors'' Report

The observation of Auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

The Equity Shares of the Company are listed on Bombay Stock Exchange and Calcutta Stock Exchange. The listing fee for the financial year 2012-2013 is yet to be paid to both the Stock Exchanges.

Subsidiary Companies

As on 31st March, 2013, the Company has no subsidiary companies.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance and Auditor''s Certificate, are included in the Annual Report as Annexure - I.

Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming a part of the Annual Report.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. they had 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 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. they had 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; and

d. they had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board

For Max Heights Infrastructure Limited

Sd/- Sd/-

Manan Narang Naveen Narang

Date: 24-08-2013 Managing Director Director

Place: New Delhi DIN: 00095714 DIN: 00095708

---

Mar 31, 2012

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights (Amount in )

Financial Year ended

Particulars 31.03.2012 31.03.2011

Total Income 7,36,73,927.00 4,44,12,557.72

Total Expenditure 6,94,42,849.65 4,12,95,227.60

Profit before tax 42,31,077.35 31,17,330.12 Tax Expenses

Less: Current Tax 11,86,650.00 9,58,980.00

Less: Earlier years Tax 11,753.00 22,043.00

Add: Deferred Tax Asset 1,25,230.00 3,430.00

Profit after tax 31,57,904.35 2,139,737.12

Transfer to Reserve 31,57,904.35 2,139,737.12

Paid-up Share Capital 1,35,741,750.00 1,35,741,750.00

Year in Retrospect

During the year under review total income of the Company was Rs. 7,36,73,927.00/- as against Rs. 4,44,12,557.72/- in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 31,57,904.35/- against a profit of Rs. 21,39,737.12/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2012 and the date of this Report.

Dividend

In order to conserve the profits, your directors do not propose to declare dividend for the financial year ended 31st March 2012.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association Mr. Satish Chander Narang, Mr. Manan Narang and Mr. Dinesh Kumar, retires by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

Auditors

M/s Deepak Narang & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors' Report

The observation of Auditors in their report, read with relevant notes to accounts are self - explanatory and do not require any further clarification.

Listing Information

Your Board has immense pleasure in informing that the shares of the Company got listed at Bombay Stock Exchange. The equity shares of the Company are now even traded on Bombay Stock Exchange. The equity shares of the Company are also listed at Calcutta Stock Exchange.

The listing fee for the financial year 2011-2012 is paid for both the Stock Exchanges.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance and Auditor's Certificate, are included in the Annual Report as Annexure - I.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

b. they had 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 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. they had 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; and

d. they had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also place on record its appreciation for the devoted services of the employees; support and co-operation ex- tended by the valued business associates and the continuous patronage of the customers of the Company.

By the order of the Board For Max Heights Infrastructure Limited

Sd/- Sd/-

Manan Narang Satish Chander Narang

Date: 4th September, 2012 Managing Director Director

Place: New Delhi DIN: 00095714 DIN: 00095693