Nouveau Global Ventures Ltd Management Discussions

This report covers the operations and financial performance of the Company for the year ended 31 st March, 2025 and forms part of the Directors Report.

GLOBAL ECONOMY

The global economy showed resilience during FY 2024-25, despite the continuing impact of geopolitical tensions, fragmented trade flows, and the lingering effects of monetary tightening in advanced economies. According to the IMF World Economic Outlook (July 2025 Update), global output is projected to expand by

3.0 percent in 2025 and improve slightly to 3.1 percent in 2026, reflecting a broadly stable yet moderate pace of growth. Advanced economies are expected to record growth of 1.5 percent in 2025 and 1.6 percent in 2026, supported by gradual recovery in investment and consumption as inflationary pressures ease. In contrast, emerging market and developing economies (EMDEs) are projected to grow more robustly, at 4.1 percent in 2025 and 4.0 percent in 2026, with Asia continuing to serve as the principal driver of global expansion. Inflationary pressures, which had remained elevated in the previous fiscal year, are now on a declining trajectory, with global headline inflation estimated to fall from 5.9 percent in 2024 to 4.2 percent in 2025 and further to 3.6 percent in 2026, aided by lower energy prices and easing supply chain disruptions. While the near-term outlook indicates steady growth and moderating inflation, the global recovery remains vulnerable to risks, including volatile energy markets, renewed disruptions in trade and logistics, and tighter global credit conditions that could weigh on investment flows and overall demand.

INDIAN ECONOMY OVERVIEW AND INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian economy continued to demonstrate remarkable resilience during FY 2024-25, maintaining its position as one of the fastest-growing large economies in the world. Supported by strong domestic demand, steady investment flows, and a robust financial system, India is expected to remain a key driver of global growth in the coming years. According to multilateral forecasts, Indias GDP growth is projected at 6.8 percent in 2025 and 6.5 percent in 2026, well above the global average. This performance has been underpinned by expansion in infrastructure investment, ongoing digitalisation initiatives, and sustained reforms aimed at strengthening the ease of doing business. The capital markets have also reflected this optimism, with benchmark indices delivering healthy returns and Indias market capitalisation crossing new milestones, placing the country firmly among the worlds top equity markets.

While the economy has benefited from favourable demographics and policy support, challenges such as currency volatility, persistent inflationary pressures in food and fuel, and uneven global trade flows remain areas of concern. Nevertheless, Indias medium-term outlook remains promising, driven by its diversified economic base, rapid advances in financial technology, the rising scale of its entertainment and media industry, and increasing participation in global value chains. These structural strengths reinforce Indias position as a resilient and attractive destination for investment, even in a period of global uncertainty.

Financial & Consultancy

During FY 2024-25, Indias financial and consultancy sector witnessed steady expansion, driven by strong capital market performance, digital transformation, and growing investor participation. Equity markets remained buoyant, supported by resilient domestic demand and an influx of retail and institutional investors, helping India consolidate its position as the fifth-largest market globally by capitalisation. The consultancy business environment also evolved significantly, with increasing adoption of digital tools, automation, and artificial intelligence in advisory services. Despite high valuations and occasional market volatility, long-term investor confidence remained intact, supported by corporate earnings growth and regulatory reforms that enhanced market transparency. For NGVL, the financial and consultancy segment remains a key growth area, offering opportunities to diversify advisory services, strengthen research-led offerings, and expand its presence in emerging segments such as sustainable finance and fintech-enabled solutions.

Multimedia

The Indian Media & Entertainment (M&E) industry continued its strong growth trajectory in FY 2024-25, supported by rising digital adoption, expanding OTT platforms, and a surge in online content consumption. The sector, which has been growing at a double-digit pace, benefited from increasing smartphone penetration, affordable data costs, and evolving consumer preferences towards on-demand and short-form content. Traditional media segments such as print and television maintained a steady presence, while digital advertising emerged as the fastest-growing revenue stream, contributing nearly 40% of total ad spends. The animation, visual effects, gaming, and comics (AVGC) sector also recorded healthy expansion, driven by global outsourcing opportunities and rising domestic demand. For NGVL, the multimedia division presents avenues to deepen its content-driven initiatives, explore new-age platforms, and strengthen collaborations across OTT and digital ecosystems, positioning itself strategically within a sector that continues to outperform the broader economy.

Trading Division

ndias trading environment during FY 2024-25 reflected resilience despite ongoing global supply chain disruptions, fluctuating commodity prices, and currency volatility. Merchandise exports remained steady at historically high levels, supported by strong performance in sectors such as electronics, pharmaceuticals, and engineering goods, while imports moderated due to lower crude oil prices. Bilateral trade with key partners, particularly China and the United States, continued to expand, underlining Indias growing integration into global commerce. Within this landscape, NGVLs trading division remained focused on selective opportunities, balancing risks associated with global uncertainties with the need to expand into new product categories and geographies. Looking ahead, diversification of trading activities, closer alignment with value-added segments, and leveraging Indias policy push towards self-reliance and export competitiveness are expected to provide fresh growth avenues for the Company.

COMPANY OVERVIEW (SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE)

Nouveau Global Ventures Limited (NGVL or the Company) operates through four reportable business segments, namely Multimedia, Financial Consultancy, Dealing in Securities, and Trading Division, reflecting a diversified portfolio that aligns with the evolving needs of the Indian economy. The operating environment during FY 2024-25 continued to remain volatile and challenging, marked by global uncertainties, currency fluctuations, and sector-specific disruptions. Despite these headwinds, the Company achieved a notable turnaround, reporting a net profit of ? 57.178 lakhs as against a loss of ? 22.008 lakhs in the previous year. This performance underscores the Companys ability to adapt to market dynamics, optimise operational efficiency, and leverage opportunities across its business verticals.

The Directors remain committed to sustaining this growth trajectory and are focused on strengthening the Companys financial position further by pursuing innovation, prudent risk management, and diversification strategies in the coming years.

OPPORTUNITIES

The outlook for Nouveau Global Ventures Limited is supported by a wide range of opportunities across its business segments. In the financial and consultancy space, Indias continued emphasis on digitalisation, fintech innovation, and sustainable finance provides a fertile ground for expanding advisory services and enhancing value-added solutions. The growing demand for professional consulting in areas such as compliance, corporate restructuring, and ESG integration further strengthens the growth potential of this vertical.

In the multimedia segment, Indias Entertainment & Media industry is entering a new phase of expansion, driven by the rapid adoption of OTT platforms, increasing consumer spending on digital entertainment, and the governments support for the AVGC sector. This offers NGVL the ability to leverage emerging technologies, expand its content portfolio, and tap into both domestic and international audiences.

Similarly, the trading division benefits from Indias strong export orientation and diversification efforts, particularly in engineering goods, pharmaceuticals, and value-added consumer products. By

broadening its trading portfolio and building alliances in high-growth markets, the Company is well positioned to capture new revenue streams and strengthen its overall business resilience.

Opportunities of the Company are:

Devote more energy to financial and Consultancy division;

Explore its media division;

Diversify business into related media and entertainment sectors;

Indian Entertainment & Media (E&M) industry has out-performed the Indian economy and is one of the fastest growing sectors;

Finding new avenues in other divisions for the overall business growth;

THREATS

At the same time, the Company remains mindful of the risks and challenges that could affect its operations. The financial and consultancy sector faces growing competition from technology-driven entrants, as well as rising compliance costs due to evolving regulatory frameworks, which may affect profitability. In the multimedia space, the threat of cybersecurity breaches, account takeovers, and digital piracy continues to loom large, alongside the challenge of keeping pace with rapidly shifting consumer preferences and technology upgrades. The trading division is exposed to external risks such as currency fluctuations, geopolitical tensions, and volatility in global commodity markets, all of which can impact margins and predictability of returns.

More broadly, macroeconomic uncertainties, inflationary pressures, and tightening financial conditions could dampen demand and restrict access to capital. Recognising these threats, NGVL remains committed to adopting a cautious yet proactive approach, strengthening its risk management framework, and focusing on innovation and diversification to sustain long-term growth.

OUTLOOK

Looking ahead, NGVL remains cautiously optimistic about its growth prospects despite the challenging macroeconomic environment. The Company recognises that volatility in global markets, persistent inflationary pressures, and rapid technological shifts could continue to weigh on business sentiment in the near term. However, Indias strong economic fundamentals, expanding digital infrastructure, and rising global relevance as a growth engine provide a favourable backdrop for long-term opportunities. Within this environment, NGVL is focused on strengthening its core segments—by deepening its consultancy and advisory capabilities, leveraging new technologies in its multimedia initiatives, and strategically diversifying its trading portfolio. The Company is also evaluating partnerships and alliances to expand its geographic reach and enhance its competitive positioning. While near-term profitability remains under pressure, the management believes that sustained efforts to improve operational efficiency, manage risks prudently, and explore new avenues of growth will enable NGVL to progressively enhance shareholder value.

RISK & CONCERNS

While NGVL has achieved a turnaround in FY 2024-25, the Company remains mindful of the risks inherent in its diversified business model. In the Financial & Consultancy segment, increasing regulatory complexity, rising compliance costs, and heightened competition from technology-driven entrants pose ongoing challenges. The Multimedia division faces the dual risk of fast-changing consumer preferences and growing threats from digital piracy, cyberattacks, and account takeovers, which could undermine revenues and brand credibility. The Trading Division remains exposed to external uncertainties such as currency fluctuations, global commodity price volatility, and geopolitical tensions that can disrupt supply chains and impact margins. Similarly, the Securities segment is sensitive to capital market cycles, investor sentiment, and global interest rate movements, which can lead to earnings volatility.

At a broader level, macroeconomic risks such as persistent inflation, tightening financial conditions, and global trade fragmentation could also weigh on demand and investment flows. The increasing incidence of cybersecurity threats across industries adds another layer of risk, requiring continuous investment in systems and safeguards. Furthermore, talent retention and the need for continuous upskilling in a fast- evolving business environment present long-term human capital challenges. To mitigate these risks, NGVL

has put in place a structured risk management framework that emphasises prudent financial discipline, operational efficiency, technology adoption, and diversification of business activities. The Board and management remain committed to proactive monitoring of emerging risks and to implementing timely strategies that safeguard business continuity and shareholder value.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

NGVL has established a robust system of internal controls designed to safeguard its assets, ensure accuracy and reliability in financial reporting, and promote operational efficiency across all business segments. The internal control framework is supported by an independent internal audit function that reports directly to the Audit Committee of the Board. Regular reviews and audits are conducted to evaluate the effectiveness of controls, identify potential gaps, and recommend corrective measures in a timely manner.

During FY 2024-25, the Company further strengthened its internal processes by enhancing compliance mechanisms to align with evolving regulatory requirements. The Audit Committee and the Board receive periodic updates on control adequacy and risk mitigation initiatives, ensuring continuous oversight at the highest level.

The management believes that these internal control systems are commensurate with the size and complexity of NGVLs operations and provide reasonable assurance that business objectives will be achieved in an efficient, compliant, and secure manner. Going forward, the Company remains committed to further strengthening its control environment through continuous improvements, adoption of best practices, and leveraging technology to enhance transparency and accountability.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCES

During FY 2024-25, NGVL achieved a notable turnaround in its financial results, reporting a net profit of

? 57.178 lakhs as against a net loss of ? 22.008 lakhs in the previous year. This improvement reflects the Companys ability to navigate a volatile operating environment, exercise financial prudence, and strengthen operational efficiency.

The performance was aided by careful resource allocation, effective cost management, and selective business strategies pursued across its various divisions. Despite continued challenges in the external environment

— including global trade uncertainties, market volatility, and regulatory changes — the Company was able to optimise its operations and improve overall financial health.

The improved results underscore NGVLs commitment to prudent risk management, governance, and operational discipline. The management continues to monitor market dynamics closely and remains focused on sustaining profitability, enhancing efficiency, and building long-term shareholder value.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING EMPLOYEMENT.

NGVL recognizes that its human capital is central to sustaining growth and building long-term value. The Company places emphasis on maintaining a collaborative, performance-driven, and accountable work environment, where employees are encouraged to take ownership and contribute across multiple functions.

During FY 2024-25, the management continued to focus on developing employee competencies through need-based training in areas such as finance, compliance, and digital processes. Efforts were also directed towards ensuring a safe, transparent, and supportive workplace that promotes open communication and mutual trust. Industrial relations remained cordial throughout the year, reflecting the Companys commitment to fairness and employee well-being.

Looking forward, NGVL remains committed to nurturing talent, fostering a culture of efficiency and adaptability, and aligning employee development with the Companys strategic growth objectives.

RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2024 TO FINANCIAL YEAR 2025

During the year under review, the detail of changes made in the following key financial ratios as compare to the immediately previous financial year. The details of the same in a form of comparison is provided as:

S. No.	Particulars of Ratio	Financial Year 2024-25	Financial Year 2023-24
1	Debtors Turnover Ratio	NA	NA
2	Inventory Turnover Ratio	NA	NA
3	Interest Coverage Ratio	6.17	Nil
4	Current Ratio	4.66	0.06
5	Debt Equity Ratio	21.48	1.33
6	Operating Profit Margin	NIL	Nil
7	Net Profit Margin	0.43	(0.43)
8	Return on Net worth	1.61	(0.04)

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed accounting principles generally accepted in India, including the Indian Accounting Standard (Ind AS) as specified under Section 133 of Companies Act,2013 (the Act) and other relevant provision of the Act. The Company has uniformly applied the Accounting Polices during the period presented. Kindly refer notes to the financial statements for significant accounting policies adopted by the Company.

Cautionary Statement

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied due to risks and uncertainties relating to economic conditions, regulatory changes, market dynamics, competition, geopolitical developments, technological shifts, and other factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify, or revise any forward- looking statements on the basis of subsequent developments, information, or events, except as required under applicable laws.

ANNEXURE II to the Directors Report Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED

31 ST MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members

NOUVEAU GLOBAL VENTURES LIMITED

401/A, Pearl Arcade, Opp. P. K. Jewellers Dawood Baug Lane, Off. J. P. Road, Andheri (W), Mumbai-400058

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nouveau Global Ventures Limited, (hereinafter called the Company). Secretarial Audit was conducted in the manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representative during the conduct of secretarial audit, I hereby report that in my opinion the Company has during the period covering April 1, 2024 to March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March, 2025 according to the provisions of:

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

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

The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act), to the extent they are applicable to the company:

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

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity shares) Regulations, 2021: (Not applicable to the Company during the Audit period).

The Securities and Exchange Board of India SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021: (Not applicable to the Company during the Audit period).

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

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and: (Not applicable to the Company during the Audit period); and

The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: (Not applicable to the Company during the Audit period)

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

Secretarial Standards Issued by The Institute of Company Secretaries of India

SEBI (LODR), regulations, 2015 as amended from time to time.

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

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act except the one stated above.

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

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

I further report that during the audit period, the company has not undertaken any action having a major bearing on the companys affairs in pursuance of the above referred laws.

For Ritika Agrawal & Associates

Ritika Agrawal Proprietor

M. No. 8949

COP No. 8266 Place: Mumbai

UDIN: F008949G001161311 Date: 03/09/2025

Peer Review No. :3975/2023