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:

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

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-

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

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:

> 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:

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: newmarkets@ymail.com 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.

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;

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:

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,