New Markets Advisory Ltd Directors Report

To,

The Members of

New Markets Avenue Limited

(Formerly New Markets Advisory limited)

Your Directors have pleasure in presenting Forty Fourth Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2026.

Financial Highlights:

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Income from Operations	19.25	20.90
Other Income	0.34	-
Profit/(Loss) before depreciation	(31.64)	1.66
Depreciation	0.11	0.02
Profits before Tax	(31.75)	1.64
Provision for Income Tax current year	0	0
Excess provision of Tax Written back	0	0
Profit/(Loss) after Tax	(31.75)	1.64

During the year under review, companys approach towards growth has delivered satisfactory results during the year 2025-26 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 funds for programing & developing software that can be customized and used for various applications and services and also exploring possibilities to acquire software licenses to enhance existing business activities.

Changes in the nature of business of the Company:

During the financial year under review, the Company expanded the scope of its business by altering Clause III(A) of the Memorandum of Association through the insertion of an additional Main Object Clause. The alteration was approved by the Members of the Company by way of a Special Resolution passed at the Annual General Meeting held on 31st July, 2025. Pursuant to the said alteration, the Company has commenced/shall undertake the additional business activities as permitted under the amended Main Objects, thereby broadening its business operations.

During the financial year under review, the Authorised Share Capital of the Company was increased from Rs.1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs Only) divided into 12,50,000 (Twelve Lakh Fifty Thousand) Equity Shares of Rs.10/- each to Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- each, ranking pari passu in all respects with the existing Equity Shares of the Company.

Further, during the financial year, the Issued, Subscribed and Paid-up Equity Share Capital of the Company was increased from Rs.1,24,00,000/- (Rupees One Crore Twenty-Four Lakhs Only) divided into 12,40,000 Equity Shares of Rs.10/- each fully paid-up to Rs.4,94,00,000/- (Rupees Four Crores Ninety-Four Lakhs Only) divided into 49,40,000 Equity Shares of Rs.10/- each fully paid-up, pursuant to the allotment of equity shares on a preferential basis.

Subsequent to the close of the financial year, at its meeting held on Saturday, 4th July, 2026, the Board of Directors approved the conversion of 53,00,000 (Fifty-Three Lakh) warrants into 53,00,000 (Fifty-Three Lakh) Equity Shares of Rs.10/- each at par, pursuant to the terms of the preferential issue and applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. Consequently, the paid-up equity share capital of the Company stood increased to Rs.10,24,00,000/- (Rupees Ten Crores Twenty-Four Lakhs Only) divided into 1,02,40,000 Equity Shares of Rs.10/- each, subject to the necessary statutory filings and approvals, wherever applicable.

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, 2026 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. Mr. Kishore Kanhiyalal Jain	Whole Time Director	12/02/2025	02385072
2. Ms. Sejal Dattaram Yerapale	Non- Executive NonIndependent Director	24/04/2025	08544413
3. Ms. Kavita Sandeep Pawar	Non-Executive - Independent Director	24/09/2024	02717275
4. Mr. Uday Anant Sawant	Non-Executive - Independent Director	24/09/2024	08189082
5. Ms Priyanka Chomal	Company Secretary and Compliance Officer	29/10/2025	AGGPC7170F
6. Mr. Jayesh Ramchandra Patil	Chief Financial Officer (CFO)	14/08/2025	ATPPP3597F

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

> Mr. Kishore Kanhiyalal Jain was re- appointed as Whole Time Director for a term of Five Years from 12^th February 2025 upto 11^th February 2030 in Annual general meeting held on 31^st July 2025.

> Ms. Sejal Dattaram Yerapale (Din 08544413) was re-appointed as a Non-Executive and Non-Independent Director of the Company from 24^th April 2025, for a period of 5 consecutive years.

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

> Mr. Jayesh Ramchandra Patil was appointed as Chief Financial Officer (CFO) on 14^th August, 2025

> Mr. Prashant Prakash Lathi resigned as Company Secretary and Compliance Officer on 15^th September 2025.

> Re-appointment of Ms. Kavita Sandeep Pawar (DIN: 02717275) as a Non-Executive - Independent Director of the Company for a term of 5 (five) consecutive years effective from 24th September, 2024 up to 23rd September 2029.

> Re-appointment of Mr. Uday Anant Sawant (DIN: 08189082) as a Non-Executive - Independent Director of the Company for a term of 5 (five) consecutive years effective from 24th September, 2024 up to 23rd September 2029.

> Ms. Priyanka Chomal was appointed as Company Secretary and Compliance Officer on 29th October 2025.

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 2025-26, 8(Eight) 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	24/04/2025	4	4
2	02/07/2025	4	4
3	14/08/2025	4	4
4	16/10/2025	4	4
5	29/10/2025	4	4
6	14/11/2025	4	4
7	27/11/2025	4	4
8	13/02/2026	4	4

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
Mr. Kishore Kanhiyalal Jain	Whole Time Director	8	8	YES
Ms. Sejal Dattaram Yerapale	Non- Executive NonIndependent Director	8	8	YES
Ms. Kavita Sandeep Pawar	Non-Executive - Independent Director	8	8	YES
Mr. Uday Anant Sawant	Non-Executive - Independent Director	8	8	YES

General Meetings Held during the Financial Year:

During the year an Annual General Meeting was held on 31^st July, 2025.

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:

		Audit Committee Meetings (2025-2026)
Name of the Members	Category	24.04.2025	14.08.2025	14.11.2025	13.02.2026	No. Meetings Entitled to Attend	No. of Meetings Attended
Ms. Kavita Sandeep Pawar	Member (Non executive Director)	?	?	?	?	4	4
Mr. Uday Anant Sawant	Chairman (Non executive Director)	?	?	?	?	4	4
Mr. Kishore Kanhiyalal Jain	Whole Time Director	?	?	?	?	4	4

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 Four (4) 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:

		Nomination and Remuneration Committee (2025-2026)
Name of the Members	Category	24.04.2025	02.07.2025	14.08.2025	29.10.2025	No. Meetings Entitled to Attend	No. of Meetings Attended
Mr. Uday Anant Sawant	Chairman (Non executive Director)	?	?	?	?	4	4
Ms. Kavita Sandeep Pawar	Member (Non executive Director)	?	?	?	?	4	4
Mr. Kishore Kanhiyalal Jain	Whole Time Director	?	?	?	?	4	4

The Nomination & Remuneration policy is hosted on the Companys 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 Companys website.

The following table shows the nature of complaints received from the shareholders during the Years 2025-26.

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/Cs	-	-	-
4. Others	-	-	-
Total	-	-	-

There were no complaints pending for action as on March 31, 2026.

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:

		Stakeholder Relationship Committee Meetings (2025-2026)
Name of the Members	Category	24.04.2025	14.08.2025	14.11.2025	13.02.2026	No. Meetings Entitled to Attend	No. of Meetings Attended
Ms. Kavita Sandeep Pawar	Member (Non executive Director)	?	?	?	?	4	4
Mr. Uday Anant Sawant	Chairman (Non executive Director)	?	?	?	?	4	4
Mr. Kishore Kanhiyalal Jain	Whole Time Director	?	?	?	?	4	4

> 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 13^th February, 2026 and attended by all Independent Directors.

The particulars of loans, investments, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements and are disclosed therein.

During the year under review, the Members of the Company, by way of a Special Resolution passed at the Annual General Meeting held on 31st July, 2025, approved the enhancement of the limits prescribed under Section 186 of the Companies Act, 2013. Pursuant to the said approval, the Board of Directors of the Company is authorized to make loans, investments, provide guarantees and/or furnish securities, from time to time, up to an aggregate limit of Rs.50,00,00,000/- (Rupees Fifty Crores Only), in excess of the limits specified under Section 186 of the Companies Act, 2013, subject to compliance with the applicable provisions of the Act and the rules made thereunder.

All loans, investments, guarantees and securities made by the Company during the financial year were in compliance with the provisions of Section 186 of the Companies Act, 2013 and the applicable rules framed thereunder.

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.

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
Kishore Kanhiyalal Jain	6 Lakh P.A.	-
Jayesh Ramchandra Patil	6 Lakh P.A.	-

1. The Independent Directors do receive 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 2026, 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 II" 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. 2025 - 2026.

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, 2026.

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 Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. 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 2025-26.

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 2025-2026 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 Statutory Auditors have issued their Audit Report on the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The observations and comments of the Statutory Auditors, read together with the relevant Notes to the Financial Statements, are self-explanatory and, therefore, do not call for any further comments by the Board of Directors pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had appointed M/s. Ramesh Chandra Bagdi & Associates, Company Secretaries in Practice (Peer Reviewed Firm), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended 31st March, 2026.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Report as Annexure -I and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations, if any, made in the Report are self-explanatory and do not call for any further comments by the Board.

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, however following changes have been occurred during the year:

> Change in Name of the Company

During the year under review, the name of the Company was changed from New Markets Advisory Limited to New Markets Avenue Limited in the Annual General Meeting held on 31^st July, 2025. The change in name was carried out in accordance with the applicable provisions of the Companies Act, 2013, and all necessary statutory approvals were duly obtained. The change in name does not affect the legal status or business operations of the Company.

> Increase in Authorized Share Capital:

During the year under review ,the Company has increased its Authorised Share Capital from Rs.

1.25.00. 000/- (Rupees One Crore Twenty-Five Lakhs only) divided into 12,50,000 (Twelve Lakh Fifty Thousand) shares of Rs.10 each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into

1.50.00. 000 (One Crore Fifty Lacs) shares of Rs. 10 each ranking pari passu in all respect with the existing Equity Shares of the Company.

> Increase in Borrowing Limit under Section 180(1)(c):

During the year under review, the Board of Directors approved the proposal to enhance the borrowing powers of the Company under the provisions of Section 180(1)(c) of the Companies Act, 2013. Subsequently, the members of the Company approved the said proposal by passing a Special Resolution at the Annual General Meeting.

Pursuant to the approval of the members, the Board of Directors is authorized to borrow, from time to time, such sums as may be required for the business of the Company, notwithstanding that the money to be borrowed, together with the money already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business), may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company, provided that the total outstanding borrowings of the Company shall not exceed Rs.50 Crores (Rupees Fifty Crores only) at any point in time.

> Increase in Limit under Section 186:

During the year under review, the Board of Directors approved the proposal to enhance the borrowing limits of the Company under the provisions of Section 180(1)(c) of the Companies Act, 2013. The said proposal was subsequently approved by the Members of the Company by way of a Special Resolution passed at the Annual General Meeting.

Pursuant to the approval of the Members, the Board of Directors of the Company is authorized to borrow, from time to time, such sums of money as may be required for the purposes of the business of the Company, notwithstanding that the aggregate amount of monies already borrowed and to be borrowed (excluding temporary loans obtained from the Companys bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company. However, the total outstanding borrowings of the Company shall not exceed Rs.50,00,00,000/- (Rupees Fifty Crores Only) at any point of time, subject to the provisions of the Companies Act, 2013 and other applicable laws.

The borrowing powers have been enhanced to provide greater financial flexibility to the Company for meeting its business requirements, funding future growth opportunities and supporting its strategic initiatives.

> Issue of 0% Convertible Equity Warrants on Preferential Basis to Certain Identified Non Promoter Persons/Entities and Preferential Allotment of Equity Shares to Non-Promoters:

During the year under review, the Members of the Company, by way of a Special Resolution passed at the Annual General Meeting held on 31st July, 2025, approved the issuance of up to 90,00,000 (Ninety Lakh) 0% Convertible Equity Warrants on a preferential basis to certain identified persons/entities belonging to the Non-Promoter Category, in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Each warrant is convertible into one Equity Share of the Company having a face value of Rs.10/- each, upon payment of the balance consideration within the prescribed period, at an issue price determined in accordance with Regulation 164 of the SEBI (ICDR) Regulations, 2018.

Pursuant to the exercise of conversion rights by the warrant holders, the Board of Directors, at its meeting held on Thursday, 27th November, 2025, approved the conversion of 37,00,000 (Thirty-Seven Lakh) warrants into 37,00,000 (Thirty-Seven Lakh) fully paid-up Equity Shares of face value Rs.10/- each, which were allotted on a preferential basis to the respective allottees in accordance with the terms and conditions of the preferential issue and the applicable provisions of the Companies Act, 2013 and the SEBI (ICDR) Regulations, 2018.

Subsequent to the close of the financial year, at its meeting held on Saturday, 4th July, 2026, the Board of Directors approved the conversion of the remaining 53,00,000 (Fifty-Three Lakh) warrants into 53.00. 000 (Fifty-Three Lakh) fully paid-up Equity Shares of face value Rs.10/- each, pursuant to the exercise of conversion rights by the warrant holders and in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Consequent to the aforesaid allotment, the Companys Issued, Subscribed and Paid-up Equity Share Capital increased to Rs.10,24,00,000/- (Rupees Ten Crores Twenty-Four Lakhs Only) divided into 1,02,40,000 (One Crore Two Lakh Forty Thousand) Equity Shares of Rs.10/- each fully paid-up, subject to completion of the requisite statutory filings and compliances.

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

Save and except as stated below, there have been no material changes and commitments affecting 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.

• Conversion of Warrants into Equity Shares

The Board of Directors, at its meeting held on Saturday, 4th July, 2026, approved the conversion of

53.00. 000 (Fifty-Three Lakh) Convertible Equity Warrants into 53,00,000 (Fifty-Three Lakh) Equity Shares of the Company having a face value of Rs.10/- (Rupees Ten only) each and, pursuant thereto, allotted the said Equity Shares at par on a preferential basis to the eligible warrant holder(s) upon receipt of the balance consideration.

Details of Subsidiary, Joint Venture or Associate Companies:

As on March 31, 2026, Company doesnt 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 Companys equity shares are listed at BSE Limited vide scrip code 508867 and the Annual Listing Fees for the year 2025-26 has 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 Companys 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, 2026, 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, 2026.

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: 25th August, 2026
Place: Mumbai
	For & on behalf of the Board of Directors
REGISTERED OFFICE:	New Markets Avenue limited
G2 & G3 Samarpan Complex,	(formerly New Markets Advisory Limited)
Next To Miradorhotel, Opp Satam Wadi, Chakala, Andheri East, Mumbai-400099, Maharashtra, India.
	Sd-
	Kishore Kanhiyalal Jain
	Whole-Time Director
	DIN: 02385072