New Markets Advisory Ltd — Proxy Solicitation & Information Statement 2023

Jan 23, 2023

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

23[rd] January, 2023

To, THE BSE LIMITED PHIROZE JEEJEEBHOY TOWERS 26™ FLOOR, DALAL STREET MUMBAI – 400001

Dear Sir,

Sub: Copy of the Notice Issued to all the shareholders about the Adjourned Extra Ordinary General Meeting to be held on 30[th] January,2023.

We invite your kind attention to our letter dated 23.01.2023 informing you about the adjournment of the Extra Ordinary General Meeting due to lack of required quorum not being present and rescheduled to be held on 30[th] January, 2023.

We are sending herewith the Notice dated 23[rd] January, 2023 issued to all the shareholders intimating about the date and time and mode of holding the Adjourned Extra Ordinary General Meeting on 30[th] January, 2023.

We request you to kindly take on record the above and acknowledge the receipt of this letter.

Thanking you,

Yours Faithfully

For New Markets Advisory Limited

ABDULRAHIM Digitally signed by ABDULRAHIM ALLABUX ALLABUX KHAN Date: 2023.01.23 KHAN 17:46:31 +05'30' ABDULRAHIM ALLABUX KHAN Director DIN: 05152917

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

23[rd] January, 2023

To, All Shareholders of NEW MARKETS ADVISORY LIMITED

Dear Shareholders,

Sub: Adjournment of Extra Ordinary General Meeting (EGM) convened on 23[rd] January,2023 to 30[th] January,2023 due to required minimum quorum not being present at the EGM held on 23[rd] January, 2023.

The Extra Ordinary General Meeting was convened and held on Monday, the 23[rd] January, 2023, based on the Notice dated 28[th] December,2022 issued to all the shareholders of the Company. However, the agenda for the said meeting could not be taken up for discussion and for determining its adoption based on the result of the Electronic Voting cast by the members during the voting period kept open from Friday, 20[th] January, 2023 to Sunday, 22[nd] January, 2023, and Electronic Voting cast by the members participating in the EGM when the meeting was in session from 4.00 p.m. to 4.30 p.m. awaiting fulfillment of minimum quorum requirements.

As required under section 103 of the Companies Act, 2013, the quorum was not present within half-an-hour from the time appointed for holding the EGM, the EGM had to be, per force, adjourned to the same day in the next week at the same time and place, therefore the 30[th] January, 2023, shall be the day of reckoning for holding the adjourned EGM as per section 103 of the Companies Act, 2013.

In view of the above, take Notice that the adjourned Extra Ordinary General Meeting of New Markets Advisory Limited (initially convened and held on 23[rd] January,2023 and adjourned therein due to inadequacy of required quorum) shall be held at 4.00 P.M. on Monday, the 30[th] January,2023, at the Registered Office of the Company at 71, Laxmi Building, 4th Floor, Sir P. M. Road, Fort, Mumbai - 400001 to transact the same businesses as already specified in the Notice dated 28[th] December, 2022 convening the EGM on 23[rd] January,2023 already issued to the shareholders of the Company (which is enclosed for ready reference).

Also, take Notice that, as stipulated under section 103(3) of the Companies Act, 2013, if at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum for the EGM, and accordingly, the agenda proposed shall be taken up and suitably determined as to its adoption / approval.

Also, take Notice that the Electronic Voting cast by the shareholders during the period from 20[th] January, 2023 to 22[nd] January, 2023, shall be unblocked within the time period stipulated under the Companies Act, 2013, after the conclusion of the adjourned EGMss.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

The shareholders attending the adjourned EGM to be held on 30[th] January,2023 shall be entitled, at their option, to cast their votes at EGM (if they have not already done so) during the time period when the adjourned EGM is in session on 30[th] January, 2023.

Also, take Notice that advertisement intimating the holding of the Adjourned EGM on 30[th] January, 2023 is being published in newspaper as required under section 103 of the Companies Act, 2013.

For New Markets Advisory Limited

Digitally signed by ABDULRAHIM ABDULRAHIM ALLABUX KHAN ALLABUX KHAN Date: 2023.01.23 17:46:59 +05'30' ABDULRAHIM ALLABUX KHAN Director DIN: 05152917

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

NOTICE

NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING OF M/s NEW MARKETS ADVISORY LIMITED WILL BE HELD ON MONDAY 23[RD ] JANUARY,2023 AT 4.00 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 71, LAXMI BUILDING, 4TH FLOOR SIR P. M. ROAD, FORT MUMBAI -400001.

SPECIAL BUSINESS:

1. Regularization of Mr. Abdulrahim Allabux Khan (DIN: 05152917 ), Additional Director as Non Executive Director of the Company:

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Abdulrahim Allabux Khan [DIN: 05152917], who was appointed as an Additional Non Executive Director of the Company in Professional Category and whose office is to be regularized within 3 months of Appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, be and is hereby appointed as Non Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

2. Regularization of Mr. Rajeel Shekhar Dekate (DIN: 08852782) Additional Director as an Independent Director of the Company:

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Mr. Rajeel Shekhar Dekate (DIN: 08852782), who was appointed as an Additional Director of the Company in Independent Category and whose office is to be regularized within 3 months of Appointment, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, and the rules made there under and Regulation 16(1) (b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for term of five consecutive years with effect from 25[th] October,2022 to 24[th] October, 2027.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

3. Regularization of Mr. Yogesh Darji (DIN: 06553471) Additional Director as an Independent Director

of the Company:

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Mr. Yogesh Darji (DIN: 06553471), who was appointed as an Additional Director of the Company in Independent Category and whose office is to be regularized within 3 months of Appointment, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, and the rules made there under and Regulation 16(1) (b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for term of five consecutive years with effect from 24[th] December, 2022 to 23[rd] December, 2027.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

4. Regularization of Ms. Yukti Arya (DIN: 09756881) Additional Director as an Executive Director of the

Company:

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Ms. Yukti Arya (DIN: 09756881), who was appointed as an Additional Director of the Company in executive Category and whose office is to be regularized within 3 months of Appointment, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, and the rules made there under and Regulation 16(1) (b) of the Listing Regulations and is eligible for appointment, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, be and is hereby appointed as an Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

5. To appoint M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 117183W), as the Statutory Auditors of the Company for F.Y. 2022-23.

“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act”) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof) and pursuant to the deemed appointment of Auditor in the Board Meeting held on 25[th] October,2022 and recommendations of the Audit Committee, approval of the Members of the Company, be and is hereby accorded for the reappointment of M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 121142W), as the Statutory Auditors of the Company for F.Y. 2022-23, to hold office from the conclusion of this Extra Ordinary General Meeting till the conclusion of Annual General Meeting of the Company to be held for the F.Y.2022-23 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any committee thereof which may be empowered by the Board of Directors in this regard), be and is hereby authorized to do all such acts, deeds and things including fixing the remuneration in consultation with the above Statutory Auditory, which may be deemed necessary and expedient to give effect to this resolution.

By order of the Board

For New Markets Advisory Ltd

ABDULRAHI Digitally signed by ABDULRAHIM M ALLABUX ALLABUX KHAN Date: 2022.12.28 KHAN 16:10:35 +05'30' ABDULRAHIM ALLABUX KHAN Director DIN: 05152917

Registered Office: 71, LAXMI BUILDING, 4TH FLOOR SIR P. M. ROAD, FORT MUMBAI-400001 Place: Mumbai Date: 28[th] December, 2022

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The instrument appointing proxy should, however be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

4. Record Date for the purpose of the Extra Ordinary General meeting shall be 16[th] January, 2023.

5. Members are requested to expeditiously intimate any change in their address registered with the Company. Members holding shares in physical form can submit their PAN details to the Company / Registrars and Transfer Agents, M/s. Purva Sharegistry (India) Pvt. Ltd.

6. Members are requested to bring their attendance slip along with copy of the EGM Notice at the time of Extra Ordinary General Meeting.

7. The Notice of EGM is being sent by electronic mode to those members whose email addresses are registered with the Company / Depositories, and in physical to all the other shareholders.

8. Shareholders desiring any information as regards the proposed resolutions are requested to write to the Company at least seven working days in advance so as to enable the management to keep the information ready at the meeting.

9. In the terms of Section 72 of the Companies Act, 2013, nomination facility is available to the individual shareholder. The shareholders who are desirous of availing this facility may kindly write to the Registrars & Transfer Agents in Form SH-13 prescribed by the Government which can be obtained from the Company’s R&T Agents.

10. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide remote e-voting facility to its members to enable them to exercise their right to vote in respect of the business(es) to be transacted at the Extra Ordinary General Meeting of the Company scheduled to be held on Monday, 23[rd] January,2023 at 4.00 P.M. The Company has engaged National Securities Depositories Limited (NSDL) as the authorized agency to provide the remote e-voting facility. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting	9.00 A.M. on Friday, 20th January, 2023
End of remote e-voting	5.00 P.M. on Sunday, 22nd January,2023

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

NEW MARKETS ADVISORY LIMITED

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step1 is mentioned below:

How to Log-into NSDL e-Voting website?

• i. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

• ii. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

• iii. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

• Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• iv. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in Demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in Demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• v. Your password details are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

• c) How to retrieve your ‘initial password’

• (i) If your email ID is registered in your Demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

• vi. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password? ”(If you are holding shares in your Demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your Demat account number/folio number, your PAN, your name and your registered address.

• vii. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• viii. Now, you will have to click on “Login” button.

• ix. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

- How to cast your vote electronically on NSDL e Voting system?

• I. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e- Voting. Then, click on Active Voting Cycles.

• II. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

• III. Select “EVEN” of company for which you wish to cast your vote.

• IV. Now you are ready for e-Voting as the Voting page opens.

• V. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• VI. Upon confirmation, the message “Vote cast successfully” will be displayed.

• VII. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• VIII. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to suhas62@yahoo.com with a copy marked to evoting@nsdl.co.in.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

• The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 16[th] January,2023.

• Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 16[th] January,2023 may obtain the login ID and password by sending a request at evoting@nsdl.co.in or RTA.

• A member may participate in the EGM even after exercising his right to vote through remote e- voting but shall not be allowed to vote again at the EGM.

• A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through ballot paper.

• Mr. Suhas Ganpule, Practicing Company Secretary, (COP No. 5722) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting at EGM and remote e-voting process in a fair and transparent manner.

• The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper” ” for all those members who are present at the EGM but have not cast their votes by availing the remote e-voting facility.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

1. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the EGM, a consolidated scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

2. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.newmarketsadvisory.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

By order of the Board

For New Markets Advisory Ltd

ABDULRAHIM Digitally signed by ABDULRAHIM ALLABUX ALLABUX KHAN Date: 2022.12.28 KHAN 16:11:31 +05'30' ABDULRAHIM ALLABUX KHAN Director DIN: 05152917

Route Map:

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NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

EXPLANATORY STATEMENT IN PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM No. 1:

Mr. Abdulrahim Allabux Khan (DIN: 05152917) was appointed as an Additional Director of the company on 25.10.2022 in terms of Section 161 (1) of the Companies Act, 2013 in the category of ‘Non-Executive’ in terms of the Companies Act, 2013. Mr. Abdulrahim Allabux Khan an Additional Director whose office shall be regularized within period of 3 months of appointment and being eligible for appointment to the office of a Director at General Meeting in terms of Section 160 of the Companies Act, 2013. Mr. Abdulrahim Allabux Khan is not disqualified from being appointed as Non Executive Director in terms of Section 164 of the Act and has given his consent to act as Non Executive Director of the Company.

The Company has received a notice from a member under Section 160 of the Companies Act 2013, for appointment of Mr. Abdulrahim Allabux Khan for the office of Non Executive Director. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Abdulrahim Allabux Khan as Non Executive Director. In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made there under and Schedule IV of the Act, it is proposed that approval of the Shareholders be and is hereby accorded for the appointment of Mr. Abdulrahim Allabux Khan as Non-executive Director of the Company.

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution as set out in the item no.1 of the notice for appointment of Mr. Abdulrahim Allabux Khan.

Save and except Mr. Abdulrahim Allabux Khan, Additional Director, being an appointee, none of the other Directors/ Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the Resolution set out in the notice.

Item No.2:

Mr. Rajeel Shekhar Dekate (DIN: 08852782) was appointed as an Additional Director of the company on 25.10.2022 in terms of Section 161 (1) of the Companies Act, 2013 in the category of ‘Non-Executive Independent’ in terms of the Companies Act, 2013. Mr. Rajeel Shekhar Dekate an Additional Director whose office shall be regularized within period of 3 months of appointment and being eligible for appointment to the office of a Director at General Meeting in terms of Section 160 of the Companies Act, 2013. Mr. Rajeel Shekhar Dekate is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Act and has given his consent to act as Non Executive Independent Director of the Company.

The Company has received a notice from a member under Section 160 of the Companies Act 2013, for appointment of Mr. Rajeel Shekhar Dekate for the office of independent Director. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Rajeel Shekhar Dekate as an Independent Director. In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made there under and Schedule IV of the Act, it is proposed that approval of the Shareholders be and is hereby accorded for the appointment of Mr. Rajeel Shekhar Dekate as ‘Non-executive Independent Director’ for a term up to 5 (five) consecutive years commencing from 25.10.2022 till 24.10.2027

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution as set out in the item no.2 of the notice for appointment of Mr. Rajeel Shekhar Dekate.

Save and except Mr. Rajeel Shekhar Dekate, Independent Director, being an appointee, none of the other Directors/ Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the Resolution set out in the notice.

Item No: 3

Mr. Yogesh Darji (DIN: 06553471) was appointed as an Additional Director of the company on 24.12.2022 in terms of Section 161 (1) of the Companies Act, 2013 in the category of ‘Non-Executive Independent’ in terms of the Companies Act, 2013. Mr. Yogesh Darji an Additional Director whose office shall be regularized within period of 3 months of appointment and being eligible for appointment to the office of a Director at General Meeting in terms of Section 160 of the Companies Act, 2013. Mr. Yogesh Darji is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Act and has given his consent to act as Director (in the category of Independent Director).

The Company has received a notice from a member under Section 160 of the Companies Act 2013, for appointment of Mr. Yogesh Darji for the office of Director in Independent category. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Yogesh Darji as an Independent Director. In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made there under and Schedule IV of the Act, it is proposed that approval of the Shareholders be and is hereby accorded for the appointment of Mr. Yogesh Darji as ‘Non-executive Independent Director’ for a term up to 5 (five) consecutive years commencing from 24.12.2022 till 23.12.2027.

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution as set out in the item no.3 of the notice for appointment of Mr. Yogesh Darji.

Save and except Mr. Yogesh Darji, Independent Director, being an appointee, none of the other Directors/ Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the Resolution set out in the notice.

Item No: 4

Ms. Yukti Sneh Arya (DIN: 09756881) was appointed as an Additional Director of the company on 24.12.2022 in terms of Section 161 (1) of the Companies Act, 2013 in the category of ‘Executive ’ in terms of the Companies Act, 2013. Ms. Yukti Sneh Arya an Additional Director whose office shall be regularized within period of 3 months of appointment and being eligible for appointment to the office of a Director at General Meeting in terms of Section 160 of the Companies Act, 2013. Ms. Yukti Sneh Arya is not disqualified from being appointed as Executive Director in terms of Section 164 of the Act and has given her consent to act as Director. The Company has also appointed Ms. Yukti Sneh Arya as Chief Financial Officer of the Company w.e.f. 24.12.2022.

The Company has received a notice from a member under Section 160 of the Companies Act 2013, for appointment of Ms. Yukti Sneh Arya for the office of Executive Director. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Ms. Yukti Sneh Arya as an Executive Director. In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made there under and Schedule IV of the Act, it is proposed that approval of the Shareholders be and is hereby accorded for the appointment of Ms. Yukti Sneh Arya as executive Director.

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution as set out in the item no.4 of the notice for appointment of Ms. Yukti Sneh Arya

Save and except Ms. Yukti Sneh Arya, Executive Director, being an appointee, none of the other Directors/ Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the Resolution set out in the notice.

Item No 5:

M/s. Laxmikant Kabra & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 117183W), were to be appointed as the Statutory Auditors of the Company for their second term of five (5) years, to hold office from the conclusion of Annual General Meeting to be held on 30[th] September,2022 which adjourned and held on 7[th] October,2022.However since their resolution was not passed in the Adjourned Annual general Meeting, M/s. Laxmikant Kabra & Co. LLP were appointed as deemed Statutory Auditor for the F.Y.2022-23 in the Board Meeting held on 25[th] October,2022 subject to approval of shareholders.

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution as set out in the item no. 5 of the notice for appointment of Ms. Yukti Sneh Arya

NEW MARKETS ADVISORY LIMITED

71, LAXMI BUILDING, 4TH FLOOR, SIR P. M. ROAD, FORT, MUMBAI 400 001 Email ID: newmarkets@ymail.com CIN: L74120MH1982PLC028648, Tel.: 22661541, Tel/Fax: 22618327

- Information / Profile about Directors seeking Appointments/ Re appointment at the Extra ordinary General Meeting are as Follows:

[Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings]

==> picture [451 x 447] intentionally omitted <==

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Particulars Mr. Abdulrahim Mr.Rajeel Mr. Yogesh Darji Ms. Yukti Sneh
Allahbux Khan Shekhar Dekate Arya
Directors 05152917 08852782 06553471 09756881
Identification
Number (DIN)
Date of Birth 25-06-1976 06-05-1995 22-07-1984 13-01-1991
Date of Appointment 25-10-2022 25-10-2022 24-12-2022 24-12-2022
Qualification Bachelor in Arts Bachelor in Bachelor in Arts Bachelor in Arts
Science.
Experience in specific Possess wide Possess wide He is qualified She is qualified
functional area experience & experience & Bachelor in Arts. He Bachelor in Arts.
knowledge in the knowledge possesses She possesses
industry which which would be experience and experience and
would be beneficial for knowledge, and knowledge in
beneficial for companies’ keeping in view his Hospitality and
Company. future Prospect. knowledge it will be keeping in view
in the her knowledge it
interest of the will be
Company that Mr. in the interest of
Yogesh Darji is the Company
appointed as Non that Ms. Yukti
Executive Sneh Arya is
Independent appointed
Director. Executive
Director
Directorship in other NA NA NA NA
Indian Public Limited
Companies.
No. of Shares held NIL NIL NIL NIL
----- End of picture text -----

By order of the Board

For New Markets Advisory Ltd

ABDULRAHI Digitally signed by ABDULRAHIM M ALLABUX ALLABUX KHAN Date: 2022.12.28 KHAN 16:12:20 +05'30'

ABDULRAHIM ALLABUX KHAN Director

DIN: 05152917