Networth Stock Broking Ltd has informed BSE that the members of the Company, will consider to approve by way of Postal Ballot, the following resolutions:

1. To grant from time to time in one or more tranches, options to apply for equity shares of the face value of Rs 10/- each, of the Company to or for the benefit of such person(s) who are in permanent employment of the Company, present r future, including any Directors of the Company whether whole time or otherwise (excluding promoter directors) present or future and other senior key management personnel as may be determined by the Compensation Committee of the Company) under a Scheme titled “NETWORTH STOCK BROKING LTD - EMPLOYEES STOCK OPTION SCHEME- 2008″ (”ESOS 2008″) to be evolved in this regard and consequently create, issue, offer, allocate and allot at any time and from time to time, equity shares not exceeding 20,00,000 (Twenty Lacs) Equity Shares of Rs 10/- each in terms of such options. The options and the consequential issue, offer, allocation and allotment of shares shall be at such price including at a discount, in such manner, during such period in one or more tranches and such other terms and conditions as the Board may decide. The Board is further authorized to fix such price including at a discount; terms and conditions and criteria for grant of option, as the Board may deem fit, in respect of each tranches of options granted by the Board. The Board is further authorized to grant such options in the form of warrants with an option exercisable by the warrant holder to subscribe to equity shares / equity securities and / or bonds, debenture, preference shares or any other securities convertible into equity shares, (collectively referred to as equity linked securities) at a price including at a discount, or grant such options in any other manner whatsoever; provided the total number of options granted in the aggregate, and the consequential creation, issue, offer, allocation and allotment, shall not exceed 20,00,000 equity shares of Rs 10/- each, subject to necessary provisions & approvals.

2. The benefits of the ESOP Scheme proposed under Resolution No. 1 contained in this Notice be extended to or to the benefit of such person(s) who are in permanent employment of the Subsidiary company(ies) whether Indian subsidiaries or foreign subsidiaries (including the Directors of the subsidiary company(ies), whether working in India or out of India, except the Promoter Directors) on the terms and conditions as may be decided by the Board of Directors of the Company or the Compensation Committee within the overall limit of 20,00,000 Equity shares.

3. To grant from time to time in one or more tranches options equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of option to apply for equity shares of the face value of Rs 10/- each, to or for the benefit of the employees as identified by the Compensation Committee of the Company including such person(s) who are in permanent employment of the Subsidiary Company(ies) whether Indian subsidiaries or foreign subsidiaries (including the Directors of the subsidiary Company(ies) whether working in India or out of India except the Promoter Directors) under a Scheme titled “NETWORTH STOCK BROKING LIMITED-EMPLOYEES STOCK OPTION-2008 (”ESOS 2008″) to be evolved in this regard and consequently create, issue, offer, allocate and allot at any time and from time to time, equity shares not exceeding 20,00,000 (including shares under Resolution No. 1&2) Equity Shares of Rs 10/- each in terms of such options.

4. To alter the Clause III A of the Memorandum of Association of the Company by insertion of the following new sub clause 6 (i) and (ii) after the existing sub clause 5.

6 (i) To carry on the business as share and stock brokers, agents, market makers and dealers for dealing in stocks, shares, debentures, bonds, units, options, participation certificates, company deposits, deposit certificates, money market generally for securities, savings certificates and generally for securities of all kinds by way of e-broking or through e-commerce (hereinafter collectively referred to as “securities”), to acquire and hold one or more memberships/dealership in stocks/securities exchanges, associations, clearing houses in India or any part of the world to acquire and hold membership in any association of bankers, merchant bankers, Underwriters, Sub-Underwriters, Managers, Brokers, Registrars, Advisors and/or Consultants to private and/or public issues of securities, fund managers, security dealers or any other associations, membership of which is likely in any way to facilitate the conduct of the Company’s business.

(ii) To manage the funds of investors by investment in various avenues and to act as portfolio managers and to pass on the benefits of such investments to the investors by way of dividends, bonus, interest or Share in profit, provide a complete range of personal financial services like investment planning, real estate planning & broking, tax planning, portfolio investment & investment consultancy services.

The Company has appointed Mr. Manish L Ghia, Practicing Company Secretary Mumbai as scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

Postal Ballot form duly completed in all respects, should return so as to reach the scrutinizer on or before the close of working hours on April 02, 2008.

The scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the voting by Postal Ballot will be announced by a Director of the company on April 05, 2008.