Directors Report of New Markets Advisory Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting Forty Three Annual Report together with the
Audited Accounts of the Company for the year ended 31^st March 2025.

Financial Highlights:

Particulars	2024-25	2023-24
Income from Operations	20.90	1.15
Profit/(Loss) before depreciation	1.64	(12.84)
Depreciation	0	0
Profits before Tax	1.64	(12.84)
Provision for Income Tax current year	0	0
Excess provision of Tax Written back	0	0
Profit/(Loss) after Tax	1.64	(12.84)

During the year under review, company''s approach towards growth has delivered satisfactory
results during the year 2024-25 as the company has carried out business activity during the year
in comparison to the previous year. The company is expecting more revenue and sure to grow in
terms of net profit in the upcoming years. The company will strive to improve its performance in
long term prospects based on actual pace of global economy.

Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve in
lieu of inadequacy of profit.

Dividend:

The Board of Directors has considered it prudent not to recommend any dividend for the
Financial Year under review.

Business Activity:

The Management is considering to enhance corporate consulting, financial management services
along with regulatory compliances services. The Company has deployed surplus funds for the
time being in securities as investment for the purpose of gains.

Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the
Company.

The Board of Directors of the company has propose to inserted the new object of the company for
better prospect which have been incorporate in the notice for the approval of the members.

Share Capital:

The Authorised Share Capital of the company as at the end 31st March 2025 was Rs. 1,25,00,000/¬
, there is no change in the Authorised Share Capital during the year under review. However, in
the ensuing Annual general meeting board has proposed to increase the Authorised Share
Capital of the Company to ?15,00,00,000/- (Rupees Fifteen Crores only).

The Issued and subscribed Equity Share Capital and paid up Capital, as at March 31, 2025 was
Rs. 1,24,00,000/- divided into 12,40,000 Equity shares, having face value of Rs. 10/- each fully

paid up. In the ensuing Annual general meeting board has proposed to increase its paid- up
share capital by raising funds by way of issue of 0% convertible equity warrants on preferential
basis

During the year under review, the Company has not issued shares or convertible securities or
shares with differential voting rights nor has granted any stock options or sweat equity or
warrants. As on March 31, 2025, none of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return
for the Financial Year ended March 31, 2025 is available on the website of the Company.

Subsidiaries, Joint Ventures and Associate Companies:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Details of Directors and Key Managerial Personnel

Sr. No.	Name and Address	Designation	Date of Appointment	DIN/PAN
1.	Ms. Yukti Arya	Executive Director	24/12/2022	09756881
2.	Mr. Yogesh Darji	Non- Executive Independent Director	24/12/2022	06553471
3.	Mr. Abdulrahim Allabux Khan	Non- Executive Independent Director	25/10/2022	05152917
4.	Mr. Kishore Kanhiyalal Jain	CFO and Whole Time Director	12/02/2025	02385072
5.	Ms. Sejal Dattaram Yerapale	Non- Executive Non¬ Independent Director	24/04/2025	08544413
6.	Ms. Kavita Sandeep Pawar	Non-Executive - Independent Director	24/09/2024	02717275
7.	Mr. Uday Anant Sawant	Non-Executive - Independent Director	24/09/2024	08189082
8.	Mr. Chirag Shah	Executive Director	24/09/2024	09654969

Changes in composition of Board of Director during the year under review.

> Mr. Yogesh Darji Non- Executive Independent Director - resigned from the post on 09^th
December 2024.

> Mr. Abdulrahim Allabux Khan Non - Executive Non-Independent Director resigned
from the post on 09th November 2024.

> Mr. Kishore Kanhiyalal Jain CFO and Whole Time Director appointed on 12th February
2025.

> Ms. Kavita Sandeep Pawar Non-Executive - Independent Director appointed on 24th
September 2024.

> Mr. Uday Anant Sawant Non-Executive - Independent Director appointed on 24th
September 2024.

> Mr. Chirag Shah Executive Director - appointed on 24th September 2024 and
resigned on 09th December 2024.

> Mr. Prashant Prakash Lathi Appointed as Company Secretary and Compliance Officer
on 24th September 2024.

Change in composition of Board of Director after the closure of financial year upto the date of
report.

> Ms. Yukti Arya - Executive Director & CFO resigned from the post on 24^th April, 2025.

> Ms. Sejal Dattaram Yerapale Non-Executive-Non-Independent Director appointed on
24th April 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company Ms.
Sejal Dattaram Yerapale is liable to retire by rotation and being eligible has offered herself for re¬
appointment.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section 6 of
Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its
Committees & Individual Directors during the meeting of Board of Directors and by common
discussion with concerned persons.

Number of Board Meetings:

During the Financial Year 2024-25, Six meetings of the Board of Directors of the company were
held. The date of the meetings of the board held is as under-

Sr. No.	Date of Meeting	Total strength of the Board	No. of Directors Present
1	29/05/2024	3	3
2	14/08/2024	3	3
3	24/09/2024	3	3
4	13/11/2024	5	5
5	09/12/2024	3	3
6	12/02/2025	3	3

The necessary quorum was present for all the meetings. The attendance of Director is
mentioned below:

Name of Director	Category	No. of Meeting entitled to attend	No of Meeting attended by Director	Last AGM Attended
Ms. Yukti Arya	Executive Director	6	6	Yes
Mr. Yogesh Darji	Non- Executive Independent Director	4	4	Yes
Mr. Abdulrahim Allabux Khan	Non- Executive Independent Director	3	3	Yes
Mr. Kishore Kanhiyalal Jain	CFO and Whole Time Director	NA	NA	NA
Ms. Sejal Dattaram Yerapale	Non- Executive Non¬ Independent Director	NA	NA	NA
Ms. Kavita Sandeep Pawar	Non-Executive - Independent Director	3	3	NA
Mr. Uday Anant Sawant	Non-Executive - Independent Director	3	3	NA
Mr. Chirag Shah	Executive Director	1	1	NA

Committees of the board:

Currently the Board has 3 (three) Committees: the Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee. The composition of
various committees and compliances, as per the applicable provisions of the Companies Act,
2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing regulations") are as follows:

> AUDIT COMMITTEE:

The Audit Committee constituted by the Company comprises of three qualified members in
accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of the Listing
Regulations. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory
Auditors and the Board of Directors of the Company. The recommendations of the Audit
Committee are always welcomed and accepted by the Board and all the major steps impacting
the Financials of the Company are undertaken only after the consultation of the Audit
Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time
by the Board.

The Committee met Four (4) times during the Year as mentioned below and the gap between two
meetings did not exceed one hundred twenty days. The necessary quorum was present for all the
meetings.

The composition of the Audit Committee and the details of meetings attended by its members
are given below:

Name of the Members	Category	Audit Committee Meetings (2024-2025)				No. Meetings Entitled to Attend	No. of Meetings Attended
		29/05 /2024	14/08 /2024	13/11 /2024	12/02 /2025
Mr. Yogesh Darji	Chairman (Non-executive Director)	V	V	-	-	2	2
Mr. Abdulrahim Khan	Member (Non-executive Director)	V	V	-	-	2	2
Ms. Yukti Sneh Suraj Arya	Member ( Non-executive Director)	V	V	V	V	4	4
Ms. Kavita Sandeep Pawar	Member (Non-executive Director)	-	-	V	V	2	2
Mr. Uday Anant Sawant	Chairman (Non-executive Director)	-	-	V	V	2	2

> NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Company comprises of three
qualified members (i.e. 3 Non-Executive Independent Directors) in accordance with the section
178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and
the Listing Regulations.

The Committee met Three (3) times during the Year as shown in the table below. The necessary
quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings
attended by its members are given below:

Name of the Members	Category	Audit Committee Meetings (2024-2025)				No. Meetings Entitled to Attend	No. of Meetings Attended
		29/05 /2024	14/08 /2024	13/11 /2024	12/02/ 2025
Mr. Yogesh Darji	Chairman (Non-executive Director)	V	V	-	-	2	2
Mr. Abdulrahim Khan	Member (Non-executive Director)	V	V	-	-	2	2
Ms. Yukti Sneh Suraj Arya	Member ( Non-executive Director)	V	V	V	V	4	4
Ms. Kavita Sandeep Pawar	Member (Non-executive Director)	-	-	V	V	2	2
Mr. Uday Anant Sawant	Chairman (Non-executive Director)	-	-	V	V	2	2

The Nomination & Remuneration policy is hosted on the Company''s website.

> STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee in accordance with the
Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of
grievances of shareholders, debenture holders and other security holders including complaints
related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The
Committee overviews the steps to be taken for further value addition in the quality of service to
the investors.

The Company has designated the e-mail ID: [e-mail] exclusively for the purpose
of registering complaint by investors electronically. This e-mail ID is displayed on the
Company''s website.

The following table shows the nature of complaints received from the shareholders during the
Years 2024-25.

Sr. No.	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non Receipt of Share Certificates after transfer	-	-	-
3.	Non Receipt of Demat Rejected S/C''s	-	-	-
4.	Others	-	-	-
Total		-	-	-

There were no complaints pending for action as on March 31, 2025.

The Committee met Four (4) times during the Year as mentioned in the table below. The
necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings
attended by its members are given below;

Name of the Members	Category	Audit Committee Meetings (2024-2025)				No. Meetings Entitled to Attend	No. of Meetings Attended
		29-05¬ 2024	14-08¬ 2024	13-11¬ 2024	12-02¬ 2025
Mr. Yogesh Darji	Chairman (Non-executive Director)	V	V	-	-	2	2
Mr. Abdulrahim Khan	Member (Non-executive Director)	V	V	-	-	2	2
Ms. Yukti Sneh Suraj Arya	Member ( Non-executive Director)	V	V	V	V	4	4
Ms. Kavita Sandeep Pawar	Member (Non-executive Director)	-	-	V	V	2	2
Mr. Uday Anant Sawant	Chairman (Non-executive Director)	-	-	V	V	2	2

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act,
2013 and the Listing Regulations, the Independent Directors of the Company shall hold at least
one meeting in a Year without the presence of Non Independent Directors and members of the
management. All the Independent Directors shall strive to be present at such meeting.

The Independent Directors in their meeting shall, inter alia-

(a) Review the performance of non-independent Directors and the Board of Directors as a whole;

(b) Review the performance of the chairman of the listed entity, taking into account the views of
executive Directors and non-executive Directors;

(c) Assess the quality, quantity and timeliness of flow of information between the management
of the listed entity and the Board of Directors that is necessary for the Board of Directors to
effectively and reasonably perform their duties.

Independent Directors met once during the year on 12^th February, 2025 and attended by all
Independent Directors.

Particulars of Loan, Investments Guarantees and Securities under Section 186

Complete details of Loan, Investments Guarantees and Securities covered under section 186 of
The Companies Act, 2013 as attached in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

There are no materially significant related party transactions during the year under review made
by the Company with Promoters, Directors, or other designated persons which may have a
potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is
not required.

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

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars relating to
the conservation of energy, technology absorption and the foreign exchange earnings and out go
are NIL.

Internal Control and System

The Company has an Internal Control System, commensurate with the size, scale and complexity
of its operations. The scope and authority of the Internal Audit function is defined by the Audit
Committee. To maintain its objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of
the Board.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2)
of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014.

Managerial Remuneration:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial Personnel)
2014 is as follows:

Name of the Director	Amount of remuneration to Directors	Percentage increase (Decrease) in the remuneration
Abdulrahim Allabux Khan	NIL	-
Yukti Sneh Arya	NIL	-

1. The Independent Directors do not receive any sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director which was
disclosed in Annual return.

3. As on 31st March 2025, there were a total of 2 employees on the payroll of the Company.

4. It is affirmed that the remuneration is as per the remuneration policy of the company.

A) None of the employee of the Company was in receipt of the remuneration (throughout the
financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial
Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directors of
the Company are the Managing Director or Whole Time Director in the Associate Company.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with
Regulation 34(3) of the Listing Regulations is provided "Annexure B" and forms part of this
Report which includes the state of affairs of the Company and there has been no change in the
nature of business of the Company during F.Y. 2024 - 2025.

Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to investor Education and Protection
Fund as 31st March, 2025.

Disclosure on Establishment of a Vigil Mechanism:

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge
their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace. Further,
no complaints are reported by any employee pertaining to sexual harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires preclearance 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. All
Board Directors and the designated employee have confirmed compliance with the Code.

Fraud Reporting (Required by Companies Amendment Bill, 2014):

No Fraud reported / observed during the financial year 2024-25.

AUDITORS
Statutory Auditors:

M/s. Suvarna & Katdare, Chartered Accountant (FRN.: 125080W) were appointed as statutory
auditors of the company. Currently, they are holding office of the auditors up to the conclusion
of the 45th Annual General Meeting.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of
the Companies (Amendment) Act, 2017 notified on 7thMay, 2018. Therefore, it is not mandatory
for the Company to place the matter relating to appointment of statutory auditor for ratification
by members at every Annual General Meeting. Hence the Company has not included the
ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. Suvarna & Katdare, Chartered Accountant (FRN.: 125080W) on the
financial statements of the Company for the Financial Year 2024-2025 is a part of the Annual
Report. There has been no qualification, reservation or adverse remark or disclaimer in their
Report.

During the Year under review, the Auditors have not reported any matter under Section 143 (12)
of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self¬
explanatory and hence, do not call for any further comments under Section 134 of the Companies
Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Pooja Gandhi
& Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions of Section 204 of
the Act. The Secretarial Auditors Report is attached as Annexure I and forms part of this Report.

The remarks of the Secretarial Auditor are as follows:

1) The website of the Company is not updated as on date.

2) The Company has not complied with provisions of Reg 3(5) and Reg 3(6) of Securities and
Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 for maintenance of
SDD software.

Management response:

The website is been updated and company has purchased the SDD.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Material Changes and Commitments

Except as mentioned below there have been no material changes and commitments, which affect
the financial position of the company during the year under review:

> The company has changed its registered office within the city to G2&G3, Samarpan
Complex, Next to Mirador Hotel, Chakala, Andheri East, Mumbai - 400099.

Material Changes and Commitment after the end of financial year upto the date to report

There have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

Details of Subsidiary, Joint Venture or Associate Companies

As on March 31, 2025, Company doesn''t have any Subsidiary & Joint Venture and Associate
Companies

Compliance with Secretarial Standard

The Company has complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Shareholders issued by The Institute of
Company Secretaries of India and approved by Central Government under section 118(10) of the
Companies Act, 2013.

Deposits:

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any deposits
which are not in compliance with Chapter V of the Companies Act, 2013.

Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact
of unfortunate events or to maximize the realization of opportunities. The Company has laid
down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the
Board from time to time. These procedures are reviewed to ensure that executive management
controls risk through means of a properly defined framework. The major risks have been
identified by the Company and its mitigation process/measures have been formulated in the
areas such as business, project execution, event, financial, human, environment and statutory
compliance.

Corporate Social Responsibility

As the Company does not fall under the Class of Companies as prescribed under Section 135 of
Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate
Social Responsibility is not applicable to the Company.

Proceedings Pending Under The Insolvency And Bankruptcy Code, 2016

No application has been made or any proceeding is pending under the IBC, 2016.

Difference in Valuation

The company has never made any one-time settlement against the loans obtained from Banks
and Financial Institution and hence this clause is not applicable.

Stock Exchange:

The Company''s equity shares are listed at BSE Limited vide scrip code 508867 and the Annual
Listing Fees for the year 2024-25 has not been paid.

Details of Significant and Material Orders Passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the Regulators, courts, tribunals impacting
the going concern status and Company''s operations in future.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors
confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the
applicable Ind-AS had been followed along with proper explanation relating to material
departures;

b. The directors had selected such accounting policies and applied 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, 2025.

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financial controls are
adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Acknowledgment:

Your directors place on the record their appreciation of the Contribution made by employees,
consultants at all levels, who with their competence, diligence, solidarity, co-operation and
support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the
Central and State Governments Departments, Shareholders and Stakeholders.

Date: 2^nd July, 2025
Place: Mumbai

For & on behalf of the Board of Directors
New Markets Advisory Limited

REGISTERED OFFICE Sd/-

G2 & G3 Samarpan Complex, Next To KISHORE KANHIYALAL JAIN

Miradorhotel, Opp Satam Wadi, Chakala Director

Andheri East, Mumbai-400099, DIN: 02385072

Maharashtra, India,

---

Mar 31, 2024

Your Directors have pleasure in presenting Forty - Second Annual Report together with the
Audited Accounts of the Company for the year ended 31^st March 2024.

Financial Highlights:

(Rs in I akhs)

Particulars	2023-2024	2022-2023
Income from Operations	1.15	0
Profit/(Loss) before depreciation	(12.84)	(27.28)
Depreciation	0	0.03
Profits before Tax	(12.84)	(27.25)
Provision for Income Tax current year	0	0
Excess provision of Tax Written back	0	0
Profit/(Loss) after Tax	(12.84)	(27.25)

The net loss during the year is of Rs. 12.84 Lacs as compared to net loss of Rs. 27.25 Lacs in
the previous year.

Transfer to Reserve, if any:

During the year, the Company does not propose to transfer any amount to the any Reserve.
Dividend:

In view of losses incurred the directors regret their inability to declare the dividend to
conserve the resources.

Business Activity:

The Management is considering to make efforts to start corporate consulting, financial
management services along with regulatory compliances services. The Company has
deployed surplus funds for the time being in securities as investment for the purpose of
gains.

Changes in the nature of business of the Company:

During the financial year under review, there was no change in the nature of business of the
Company.

Share Capital:

The paid up equity capital as on March 31, 2024 was Rs. 1,24,00,000/-. The Company has
not bought back any securities or issued any Sweat Equity shares or bonus shares or provided
any stock option scheme to employees during the year under review.

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act,2013, the Annual
Return for the Financial Year ended March 31, 2024 is available on the website of the
Company.

Number of Board Meetings:

During the Financial Year 2023-2024, Seven meetings of the Board of Directors of the
company were held. The date of the meetings of the board held is as under-

Sr.	Date of	Total strength of the Board	No. of Directors
No.	Meeting		Present
1	16-05-2023	5	5
2	14-08-2023	5	5
3	17-08-2023	4	4
4	06-09-2023	4	4
5	14-11-2023	4	4
6	28-11-2023	3	3
7	13-02-2024	3	3

Independent Directors'' Meeting:

During the year under review, Independent Directors met on 14th February, 2024 inter-alia,
to discuss:

? Evaluation of the performance of Non-Independent Directors and the Board as whole.

? Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors.

? Evaluation of the quality, quantity content and timeless of flow of information between the
management and the Board.

Particulars of Loan, Investments Guarantees and Securities under Section 186

Complete details of LIGS covered under section 186 of The Companies Act, 2013 as attached
in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

There are no materially significant related party transactions during the year under review
made by the Company with Promoters, Directors, or other designated persons which may
have a potential conflict with the interest of the Company at large. Thus, disclosure in Form
AOC-2 is not required.

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

As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars
relating to the conservation of energy, technology absorption and the foreign exchange
earnings and out go are NIL.

Internal Control and System

Adequate internal controls, systems, and checks are in place, commensurate with the size of
the Company and the nature of its business. The management exercises financial control on
the Company''s operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Sr. No.	Name and Address	Designation	Date of Appointment	DIN/PAN
1.	Mr. Abdulrahim Allabux Khan	Non -Executive Director	25.10.2022	05152917
2.	Ms. Yukti Arya	Executive Director & Chief Financial officer	24.12.2022	09756881
3. *	Mrs. Suman Shah	Non -Executive Woman director	30.12.2017	01764668
4.	Mr. Yogesh Darji	Non - Executive Independent Director	24.12.2022	06553471
5. **	Mr. Rajeel Dekate	Non - Executive Independent Director	25.10.2022	08852782
6. ***	Ms. Madhuri Bohra	Non- Executive Independent Women Director	30.09.2019	07137362

* Mrs. Suman Shah resigns on 17/08/2023.

** Mr. Rajeel Dekate resigns on 28/11/2023.

*** Ms. Madhuri Bohra resigns on 01/04/2023.

In accordance with the provisions of the Act and the Articles of Association of the Company
Ms. Yukti Arya is liable to retire by rotation and being eligible has offered herself for re¬
appointment.

The Company has received Declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act and
under Regulations of the SEBI (LODR), Regulations, 2015.

Changes in the composition of Board of Directors during the year:

There has been change in the constitution of Board of Director during the year 2023-24.

1) Mr. Rajeel Dekate (DIN: 08852782) Non - Executive Independent Director resigned on

28.11.2023.

2) Ms. Madhuri Bohra (DIN: 07137362) Non -Executive Independent Women Director
resigned on 01.04.2023.

3) Mrs. Suman Shah (DIN: 01764668) Executive Women Director has resigned on

17.08.2023.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its
Committees & Individual Directors during the meeting of Board of Directors and by common
discussion with concerned persons.

Particulars of Employees

During the year, there was no employee in receipt of remuneration as prescribed in the Rule
5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules,
2014.

Audit Committee

The Audit Committee has been reconstituted as per regulation 18 of SEBI (LODR) regulations,
2015 & Section 177 of Companies Act, 2013 during the year as:

Name of Director	Designation
Mr. Yogesh Darji	Member (Non-executive Director)
Mr. Abdulrahim Khan	Member (Non-executive Director)
Ms. Yukti Sneh Suraj Arya	Member ( Non-executive Director)

17. Nomination & Remuneration Committee

In compliance with section 178 of the Act & regulation 19 of SEBI (LODR) regulations, 2015
the Board has constituted "Nomination and Remuneration Committee as:

Name of Director	Designation
Mr. Yogesh Darji	Member (Non-executive Director)
Mr. Abdulrahim Khan	Member (Non-executive Director)
Ms. Yukti Sneh Suraj Arya	Member ( Non-executive Director)

18. Stakeholders Relationship Committee

In compliance with regulation 20 of SEBI (LODR) regulations, 2015 the Board has constituted
during the year as:

Name of Director	Designation
Mr. Yogesh Darji	Member (Non-executive Director)
Mr. Abdulrahim Khan	Member (Non-executive Director)
Ms. Yukti Sneh Suraj Arya	Member ( Non-executive Director)

19. MANAGERIAL REMUNERATION:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial
Personnel) 2014 is as follows:

Name of the Director	Amount of	Percentage
	remuneration to	increase(Decrease) in
	Directors	the remuneration
Abdulrahim Allabux Khan	NIL	-
Yukti Sneh Arya	NIL	-

1. The Independent Directors do not receive any sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director which was
disclosed in Annual return.

3. As on 31st March 2024, there were a total of 2 employees on the roll of the Company.

4. It is affirmed that the remuneration is as per the remuneration policy of the company.

A) None of the employee of the Company was in receipt of the remuneration (throughout the
financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial
Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directors of
the Company are the Managing Director or Whole Time Director in the Associate Company.

Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with
Regulation 34(3) of the Listing Regulations is provided "Annexure B" and forms part of this
Report which includes the state of affairs of the Company and there has been no change in
the nature of business of the Company during FY24.

Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to investor Education and
Protection Fund as 31st March, 2024.

Disclosure on Establishment of a Vigil Mechanism:

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. No personnel had been denied access to the Audit Committee to
lodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

The management takes due care of employees with respect to safeguard at workplace.
Further, no complaints are reported by any employee pertaining to sexual harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Code for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires preclearance 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.
All Board Directors and the designated employee have confirmed compliance with the Code.

Fraud Reporting (Required by Companies Amendment Bill, 2014):

No Fraud reported / observed during the financial year 2023-2024.

AUDITORS
Statutory Auditors:

The auditors M/s Suvarna & Katdare, Chartered Accountant (FRN.: 125080W) shall be
appointed as the Statutory Auditor of the company for term of 5 (five) consecutive years in
accordance with the provisions of the Companies Act, 2013, who shall hold office from the
conclusion of 41st Annual General Meeting (AGM) till the conclusion of the 45th Annual
General Meeting (AGM) of the company to be held in the FY 2027-28 at such remuneration
plus tax, out of pocket, other expenses, etc, as may be mutually agreed between the Board of
Directors of the Company and the Auditors.

Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are
self-explanatory and hence, do not call for any further comments under Section 134 of the
Companies Act, 2013.

Secretarial Audit Report:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Pooja
Gandhi & Co., Practicing Company Secretaries, Mumbai, in accordance with Provisions of
Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure I and forms
part of this Report.

The remarks of the Secretarial Auditor are as follows:

1) the Independent Director-Mr. Yogesh Darji is not registered on IICA, Independent Director''s
Databank.

2) The composition of the Board of Directors is not as per the provisions of Companies Act, 2013
and SEBI (Listing Obligations and Disclosure requirements) Regulations,2015.

3) the website of the Company is not updated as on date.

4) The Company has not complied with provisions of Reg 3(5) and Reg 3(6) of Securities and
Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 for maintainance of
SDD software.

5) The present status of the Company is suspended due to non- payment of ALF dues on Stock
Exchange.

6) The Composition of Committee and meetings to be held by the Committees of the Board of
Directors are not as per SEBI (Listing Obligations and Disclosure requirements) Regulations,
2015.

7) The Company has arrears of payment of penalties levied by BSE Limited for non compliances as
per SEBI (LODR) Regulations, 2015.

8) The Company has not appointed Internal Auditor for the F. Y.2023-24.

Cost Auditors:

Requirement of appointment of Cost Auditor is not applicable to the Company.

Material Changes And Commitments

There have been no material changes and commitments, which affect the financial position of
the company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

Details of Subsidiary, Joint Venture Or Associate Companies

As on March 31, 2024, Company doesn''t have any Subsidiary & Joint Venture and Associate
Companies

Compliance With Secretarial Standard

The Company has complied with the applicable Secretarial Standards (as amended from time
to time) on meetings of the Board of Directors and Shareholders issued by The Institute of
Company Secretaries of India and approved by Central Government under section 118(10) of
the Companies Act, 2013.

Deposits:

i. Deposits covered under Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any
deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014.

ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:

During the financial year under review, the Company has not accepted or renewed any
deposits which are not in compliance with Chapter V of the Companies Act, 2013.

Risk Management Policy

Risk Management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure which
is reviewed by the Board from time to time. These procedures are reviewed to ensure that
executive management controls risk through means of a properly defined framework. The
major risks have been identified by the Company and its mitigation process/measures have
been formulated in the areas such as business, project execution, event, financial, human,
environment and statutory compliance.

Corporate Social Responsibility

As the Company does not fall under the Class of Companies as prescribed under Section 135
of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.

Proceedings Pending Under The Insolvency And Bankruptcy Code,2016

No application has been made or any proceeding is pending under the IBC, 2016.

Difference In Valuation

The company has never made any one-time settlement against the loans obtained from
Banks and Financial Institution and hence this clause is not applicable.

Stock Exchange:

The Company''s equity shares are listed at BSE Limited vide scrip code 508867 and the Annual
Listing Fees for the year 2023-2024 has not been paid.

Details of Significant And Material Orders Passed By The Regulators, Courts And
Tribunals

No significant and material order has been passed by the Regulators, courts, tribunals
impacting the going concern status and Company''s operations in future.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your
directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March, 2024,
the applicable Ind-AS had been followed along with proper explanation relating to material
departures;

b. The directors had selected such accounting policies and applied 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, 2024.

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financial controls
are adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

Acknowledgment:

Your directors place on the record their appreciation of the Contribution made by employees,
consultants at all levels, who with their competence, diligence, solidarity, co-operation and
support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from
the Central and State Governments Departments, Shareholders and Stakeholders.

Date: 4^th September, 2024 For & on behalf of Board of Directors

Place: Mumbai New Markets Advisory Limited

REGISTERED OFFICE

Om Metro Chrndrrkunj,

Plot No. 51, 2nd Floor,

J. P. Rord,

Azrd Nrgrr Metro Station, ABDULRAHIM ALLABUX KHAN YUKTI SNEH SURAJ ARYA

Next to Sony Mony, Director Director

Andheri (West), DIN: 05152917 DIN: 09756881

Mumbri- 400058

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Mar 31, 2014

The Members of

New Markets Advisory Limited

The Directors have pleasure in presenting Thirty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Amount in Rs.) Year ended Year ended PARTICULARS 31/3/2014 31/3/2013

Net Sales/ Income from Operations 47,500 1,03,000

Other Income 7,19,965 5,33,866

Total Expenditure 7,46,356 5,75,905

Depreciation 11,228 2,348

Profit/ (Loss) before Tax 9,881 58,613

Provision for Taxation 5,000 22,000

Net Profit/ (Loss) 4,881 36,613



PERFORMANCE

Sales and Income from Operations during the year was Rs. 47,500/- as compared to Rs. 1,03,000/- in the previous year. Due to accumulated losses; your Directors are unable to recommend any dividend. The management is exploring and examining the new areas for widening the activities of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed;

2) Appropriate accounting policies as mentioned in Note No. 1 have been applied consistently and have 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 Year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The annual accounts have been prepared on a going concern basis.

LISTING AGREEMENT

Pursuant to Clause 32 of the listing agreement with Mumbai Stock Exchange, the Company declares that its securities are listed on Mumbai Stock Exchange. Listing Fees have been duly paid to the Mumbai Stock Exchange for the year 2014-2015.

DIRECTORS

Mr. Komal Singh Jaroli, Director retires by rotation at ensuring Annual General Meeting and being eligible offer himself for reappointment. He will be re-appointed as Non-executive Independent Director for a period of five years.

Mr. Komal Singh Jaroli is C. A. and has vast experience in finance and tax management. The Board recommends his appointment.

FIXED DEPOSITS

The Company has not accepted Fixed Deposits from the public during the year under review.

EMPLOYEES

There was no employee in receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

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

The company has no activities relating to conservation of energy or technology absorption hence, the information as required under section 217 (1)(a) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable. The Company has no foreign exchange earning and outgo during the year under review.

AUDITORS

M/s. J. P. Chaturvedi & Co., Chartered Accountants, Auditors of the Company, retires on conclusion of the ensuing Annual General Meeting. However, they are eligible for reappointment and members are requested to appoint the Auditors for the year 2014-2015 and fix their remuneration.

SECRETARIAL AUDIT REPORT

The Company has obtained Secretarial Audit Report from M/s. GMJ & ASSOCIATES, Company Secretaries in whole-time practice under section 383A of the Companies Act, 1956 and it forms part of the balance sheet.

By Order of the Board of Directors

Place : Mumbai SHIRISH SHETYE PRAKASH SHAH Date : August 28, 2014 Director Director

---

Mar 31, 2013

To The Members of New Markets Advisory Limited

The Directors have pleasure in presenting Thirty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Amount in Rs.)

PARTICUT.RS Year ended Year ended 31/3/2013 31/3/2012

Net Sales/ Income from Operations 1,03,000 5,70,200

Other Income 5,33,866 2,30,860

Total Expenditure 5,75,905 6,68,947

Depreciation 2,348 1,460

Profit/ (Loss) before Tax 58,613 1,30,653

Provision for Taxation 22,000 40,372

Net Profit/ (Loss) 36,613 90,281

PERFORMANCE

Sales and Income from Operations during the year was Rs. 1,03,000/- as compared to Rs. 5,70,200/- in the previous year. Due to accumulated losses; your Directors are unable to recommend any dividend. The management is exploring and examining the new areas for widening the activities of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed;

2) Appropriate accounting policies as mentioned in Note No. 1 have been applied consistently and have 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 Year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The annual accounts have been prepared on a going concern basis.

LISTING AGREEMENT

Pursuant to Clause 32 of the listing agreement with Mumbai Stock Exchange, the Company declares that its securities are listed on Mumbai Stock Exchange. Listing Fees have been duly paid to the Mumbai Stock Exchange for the year 2013-2014.

DIRECTORS

Mr. Shirish Shetye, Director retires by rotation at ensuring Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

The Company has not accepted Fixed Deposits from the public during the year under review.

EMPLOYEES

There was no employee in receiving remuneration beyond the limit prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

AUDITORS

M/s. J. P. Chaturvedi & Co., Chartered Accountants, Auditors of the Company, retires on conclusion of the ensuing Annual General Meeting. However, they are eligible for reappointment and members are requested to appoint the Auditors for the year 2013-2014 and fix their remuneration.

SECRETARIAL AUDIT REPORT

The Company has obtained Secretarial Audit Report from M/ s. GMJ & ASSOCIATES, Company Secretaries in whole-time practice under section 383A of the Companies Act, 1956 and it forms part of the balance sheet.

Place : Mumbai, By Order of the Board of Directors

Date : May 30, 2013

REGISTERED OFFICE

71, Laxmi Building, 4th Floor, SHIRISH SHETYE PRAKASH SHAH

Sir P. M. Road, Fort, Mumbai-400001. Director Director