Max Heights Infrastructure Ltd Directors Report

To,

The Members

Max Heights Infrastucture Limited

Your directors have pleasure in presenting the 44 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 COMPANYS AFFAIRS:

a) FINANCIAL RESULTS:

(Amount in Lakhs)

Particulars	Standalone		Consolidated*
	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
Pro t (Loss) before tax	(39.67)	42.54	NIL	53.94
Tax Expenses
Current Tax	-	11.32	NIL	11.32
Earlier years tax	-	-	NIL	-
Deferred Tax	0.31	0.41	NIL	0.41
Pro t/(Loss) after Tax	(39.98)	30.81	NIL	42.21
Net Pro t Transferred to Reserves	-	30.81	NIL	42.21
Earnings per share
Basic	0.00	0.20	NIL	0.20
Diluted	0.00	0.20	NIL	0.20

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

(b) (i) Highlights of the Companys 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 Pro t of Rs. 30.81 Lakhs in the previous year.

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

(Amount in lakhs)

	Standalone		Consolidated
Particulars	Year ended 31.03.2025	Previous Year Ended 31.03.2024	Year ended 31.03.2025	Previous Year Ended 31.03.2024*
Segment Revenue (net 1 sale/income from each segment should be disclosedunder this head)
(a) Segment 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	-
Total	462.05	2286.03	NIL	2,308.12
Less: Inter Segment	NIL	NIL	NIL	NIL
Revenue
Revenue from Operations	462.05	2286.03	NIL	2,308.12
Segment Results (Pro t) (+) 2 / Loss (-) before tax and interest from each segment)
(a) Segment Real Estate	(6.15)	144.79	NIL	165.79
(b) Segment Finance	72.73	31.03	NIL	32.12
(c) Segment Shares	6.41	NIL	NIL	-
Total Pro t before tax	72.99	175.82	NIL	197.91
Less: (i) Finance Cost	21.23	38.46	NIL	38.83
(ii) Other Un- allocable	91.43	94.82	NIL	105.14
Expenditure net o un-allocable income
Pro t Before Tax	(39.67)	42.54	NIL	53.94
Capital Employed
3 (Segment Assets-Segment Liabilities)
(a) Segment -Real Estate	2622.29	2,725.30	NIL	2,725.30
(b) Segment Finance	636.42	575.37	NIL	575.37
(c) Segment-Shares	1.98	NIL	NIL	-
Total 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 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-classi cation 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 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

e ect on 27 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 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 companys 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 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.

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:

l Mr. Shubham Mittal (DIN: 09328174) has tendered his

resignation from the position of Independent Director of the

Company w,e.f. 15 June, 2024 due to his health conditions. Further, in his resignation letter, he has con rmed that there is no other material reason other than those mentioned in his resignation letter.

l 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 September, 2024.

l 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 September, 2024 till 11

September, 2029 via passing special resolution via postal

ballot dated 16 November, 2024.

l Mr. Sanyam Tuteja (DIN: 08139915) has tendered his

resignation from the position of Independent Director of the

Company w,e.f. 7 February, 2025 due to his personal circumstances. Due to his commitments with other company(s) where he is a member, he found himself unable to dedicate the necessary time and energy to fulfill the responsibilities entrusted to him. Further, in his resignation letter, he has con rmed that there is no other material reason other than those mentioned above.

l 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 February, 2025 till

3 February, 2028 via passing special resolution via postal

ballot dated 16 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

February, 2025 till 3 February, 2028 via passing special resolution

via postal ballot dated 16 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 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 h_p://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 quali cations, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfill the t 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 Companys Equity shares on BSE.

The audit committee meeting held 6 (Six) meetings during the year 2024-25. The

st

details of the meeting of the Audit Committee as on 31 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 Companys 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

st

Committee as on 31 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 Companys 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

st

Committee as on 31 March, 2025 are mentioned in the Corporate Governance

Report.

As on the date of the Boards 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. 15 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 18 June, 2024.

Further, in the Audit Committee Meeting held on 12 August, 2024 the committee members has elected Mr. Manoj Kumar Pahwa as Chairperson of the committee

Nomination and	Mr. Gourav, Chairperson
Remuneration Committee	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 18 June, 2024.

Stakeholders	Mrs. Mansi Narang, Chairperson
Relationship Committee	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 18 June, 2024.

Details of the Committee Meetings are available in the Corporate Governance

Report section of the Annual Report.

Details of Investors grievances/ Complaints:

During the year under review, the Company did not receive any investor complaints.

There were no pending grievances as on 31 March 2025. The Company remains fully compliant with SEBIs SCORES platform and promptly addresses all shareholder queries.

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 con rm 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 a airs 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 led 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 led during the financial year under review. The following is a summary of complaints received and resolved during the reporting period:

Received	Disposed o	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 Boards 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-III(d) to the Boards 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 Companys risk management framework is designed to address risks intrinsic to operations, nancials 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/o cers responsible for the day- to-day conduct of the a airs of the Company, which lead to identi cation of areas where risk management processes, need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys 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 Companys 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 Companys 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 ndings, 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

September, 2024 and 31 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 h_p://www.maxheights.com/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 Companys website at h_p://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 officetill 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 quali cation/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 clari cation.

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: E orts to conserve electricity by operating only necessary lights, fittings and xtures 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) E orts, 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 out flow 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 h_p://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. 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 Companys 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 con rmed 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:

st st

The Company follows the financial year commence from 1 April and ends on 31

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 April, 2024 to 31 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 BOARDS 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 Companys 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 Companys executives, sta 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	th
	Date: 12 August, 2025
Regd. O .: SD-65, Pitampura, New Delhi-110034	Place: Delhi
CIN: L67120DL1981PLC179487
E-Mail ID: maxinfra1981@gmail.com, cs@maxheights.com