New Markets Advisory Ltd

To,

The Members of

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.

(Rs. in Lakhs)

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.

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.

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.

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

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.

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.

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-

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.

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

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.

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.

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.

* 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 reappointment.

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.

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.

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.

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.

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:

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

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

19. MANAGERIAL REMUNERATION:

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

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.

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.

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

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.

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.

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.

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

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.

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.

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:

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

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

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.

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

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.

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.

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 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.

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.

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

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.

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.

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

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.

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.

FORM NO. MR 3 SECRETARIAL AUDIT REPORT For the Financial Year Ended March 31, 2024

[Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No 9 of the Companies (Appointment

and Remuneration Personnel) Rules, 2014]

To,

The Members,

New Markets Advisory Limited

Om Metro, Chandrakunj, Plot No. 51,

2nd Floor, J.P. Road, Azad Nagar Metro Station,

Next to Sony Mony,

Andheri (West), Mumbai -400058

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by New Markets Advisory Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion the Company has, during the audit period covering the financial year ended on March 31, 2024 has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

I) The Companies Act, 2013 (the Act) and the rules made there under;

II) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

III) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings- Not Applicable during the year under review.

V) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not Applicable for the period under review

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999 - Not Applicable for the period under review

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable for the period under review

(f) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made there under ("Listing Regulations").

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not Applicable for the period under review; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not Applicable for the period under review

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s), if applicable;

We further state that there were no events/ actions in pursuance of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India act, 1992 (SEBI Act) : -

1) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

2) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

3) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

4) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

5) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

6) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013.

All other relevant laws applicable to the Company, a list of which has been provided by the management.

The examination and reporting of these laws and rules are limited to whether there are adequate systems and processes in place to monitor and ensure compliance with those laws.

We further report that having regards to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test check basis, the Company has complied with the following laws applicable specifically to the Company:

• Micro, Small and Medium Enterprises Development Act, 2006

• The Central Goods and Services Tax Act, 2017

• State Goods and Service Tax Act, 2017

• Integrated Goods and Services Tax Act, 2017

The Company has generally complied with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered into by the Company with BSE Limited.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards with regard to meeting of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following:

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

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions were carried out unanimously by the members of the Board and the same were duly recorded in the minutes of the meeting of the Board of Directors.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there are no instances of:

i. Public / Right/ Preferential issue of shares / debentures / sweat equity.

ii. Redemption/ Buy-Back of securities.

iii. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013.

iv. Merger / Amalgamation / Reconstruction etc.

v. Foreign technical collaborations.

Annexure‘A'

To

New Markets Advisory Limited Om Metro, Chandrakunj, Plot No. 51,

2nd Floor, J.P. Road, Azad Nagar Metro Station,

Next to Sony Mony, Andheri (West),

Mumbai - 400058

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on my audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the practices and processes, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained Management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the responsibility of Management. Our examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

7. In consideration of the restrictions for physical visit to client office due to spread of Covid-19 pandemic, we have relied on electronic data for verification of certain records as the physical verification was not possible.