Nouveau Global Ventures Ltd Directors Report

T O ,

The Members,

Nouveau Global Ventures Limited

Your Directors are presenting herewith the Thirty Seventh Annual Report together with the Audited Financial statements for the Financial Year ended 31 st March, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY

(Rs. in Lakhs)

Particulars	Standalone
	2024- 25	2023- 24
Profit/(Loss) before interest, depreciation, tax and Extra Ordinary Items	78.311	(31.311)
Less: Depreciation/amortization	2.353	2.249
Profit/ (Loss) before interest, tax and Extra Ordinary Items	75.958	(29.062)
Less: Finance Costs	12.305	7.693
Profit/ (Loss) before tax and Extra Ordinary Items	63.653	(21.369)
Less: Provision for taxes on income
- Current tax	5.600	-
- MAT Credit Entitlement
-Deferred tax liability / (asset)	0.381	0.479
- Short/ Excess Provision	0.495	0.160
Profit/(Loss) after tax before Extra-Ordinary Items	57.178	(22)
Extra Ordinary Items (Net of Tax)	-	-
Profit/ (Loss) for the year	57.178	(22.008)
Add/(Less): Other Comprehensive Income /(Loss)	(627.554)	6.50
Total Comprehensive Income / (Expenses) for the year	(570.376)	(15.50)

PERFORMANCE OF THE COMPANY

The Company has four reportable business segments, namely Multimedia, Financial Consultancy, Dealing in Securities, and Trading Division. The operating environment during the year under review continued to remain volatile and challenging. However, your Directors are pleased to report that the Company has earned a profit of Rs. 57.178 lakhs during the financial year under review as compared to a loss of Rs. 22.008 lakhs incurred in the previous financial year. The Directors are committed to maintaining this growth trajectory and are making all efforts to further strengthen the financial position of the Company in the coming years.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company during the financial year.

DIVIDEND & RESERVES

Your Directors, after considering the overall financial position of the Company, have decided to retain the profits generated during the year under review to strengthen the financial base of the Company and to support its future business operations. Accordingly, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2025.

Further, in line with the Companys objective of conserving resources for business growth and expansion, no amount has been transferred to any reserve during the year under review. The entire profit of Rs. 57.178 lakhs has been retained in the Profit & Loss Account of the Company.

SHARE CAPITAL

During the financial year under review, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Company.

The paid-up Equity Share Capital as on 31 st March, 2025 is Rs.18,55,30,000/- (Rs. Eighteen Crores Fifty- Five Lakhs Thirty Thousand only) divided into 18,55,30,00 (Eighteen Crores Fifty-Five Lakhs Thirty Thousand Only) Equity Shares of the face value of Rs. 1/- each.

Further, the Company has not issued any shares with or without differential voting rights during the year under review. It has neither granted any employee stock options nor issued any Sweat Equity Shares to its Directors or employees and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2025, none of the Directors of the Company hold any instruments convertible into equity shares of the Company. The Company has also not bought back any of its securities, nor issued any Bonus Shares or Stock Option Schemes to its employees during the year under review.

DIRECTORS

Appointment and cessation of Directors during the year:

Based on the recommendations / approvals by the Nomination and Remuneration Committee and the Board of Directors at their meeting held on 2nd September, 2024 the following were the changes made to the Board and Key Managerial Personnel:

Appointment of Mr. Himanshu Agarwal (DIN: 09569882) as an Independent Director of the Company for 5 years w.e.f. 2nd September, 2024.

Appointment of Mr. Manaklal Agrawal (DIN: 10214780) as an Independent Director of the Company for 5 years w.e.f. 2nd September, 2024.

Appointment of Directors as mentioned above were approved by the shareholders at the 36 th Annual General Meeting (AGM) held on 30th September, 2024.

Ratification of Resolution for Appointment of Independent Director:

The Members of the Company at their 35th Annual General Meeting held on 29th September, 2023 had approved the appointment of Mr. Nikhil Kumar Rungta (DIN: 08789354) as an Independent Director of the Company for a term of five consecutive years from 10th August, 2023 to 9th August, 2028.

The said resolution was inadvertently passed as an Ordinary Resolution instead of a Special Resolution, as required under Regulation 25 (2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The resolution had, however, received an overwhelming majority of over 99% votes in favour, satisfying the threshold required for a Special Resolution.

To ensure compliance with applicable provisions and to align records with regulatory requirements, the Board has recommended that the Members ratify and approve the appointment of Mr. Rungta by passing a Special Resolution at the ensuing 37 th Annual General Meeting. There is no change in the terms, tenure, or conditions of his appointment.

Director retiring by rotation:

Mr. Mohit Khadaria, Director retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The resolution seeking approval of the Members for his re-

appointment has been incorporated in the Notice convening the AGM of the Company along with brief details about him.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 read with schedules & rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of the financial year ended 31 st March, 2025. In the opinion of the Board, the Independent Directors fulfil the said conditions of independence.

In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

The Company have also received a declaration from all the Independent Directors under Rule 6 sub-rule (3) of The Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding inclusion of their name in Data Bank of Independent Director maintained by the Indian Institute of Corporate Affairs at Manesar.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company .

The Company has also disclosed the Directors familiarization programme on its website

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity and skills as stated above.

KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, Ms. Pallavi Bohra (Membership No. A60849) was appointed as Company Secretary and Compliance Officer with effect from 1st August, 2024, to fill the casual vacancy caused by the resignation of Ms. Sunita Sharma (Membership No.A49683) w.e.f. 5 th July, 2024.

Subsequently, Ms. Pallavi Bohra resigned from the posotion with effect from 18 th March, 2025, and to fill the said casual vacancy, Mr. Aashish Garg (Membership No. A19991) was appointed as Company Secretary and Compliance Officer w.e.f. 18 th June, 2025.

Key Managerial Personnels (KMPs) of the Company under Section 203 of the Companies Act, 2013 as on 31 st March, 2025, are as follows:

Sr. No.	Name	Designation
1	Mr. Krishan Khadaria	Managing Director
2	Mr. Rajesh Agrawal	Chief Financial Officer
3	*Ms. Pallavi Bohra	Company Secretary & Compliance Officer

Note: *Ms. Pallavi Bohra ceased to be the Company secretary & Compliance Officer of the Company w.e.f. 18 th March, 2025.

MEETINGS OF THE BOARD

There were total 7 (Seven) Board Meetings held during the FY 2024-2025 for consideration and approval of the various agenda items which were circulated well in advance to the Board of Directors. The details of the

meetings viz. dates, number of meetings held, attendance details etc. are mentioned in the Corporate Governance Report, which forms an integral part of the Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (subject to relaxation provided by MCA21 and SEBI through there Circulars) and Secretarial Standards on Meeting of the Board of Directors as issued by The Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD

In accordance with the applicable provisions of Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has constituted the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of the said committees are given in detail in the Corporate Governance Report, which forms an integral part of this Report.

Further, in terms of Section 177(8) of the Companies Act, 2013, it is confirmed that the Board of Directors has accepted all recommendations made by the Audit Committee during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm:

That in the preparation of the annual financial statements for the year ended 31 st March, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

That for the financial year ended 31 st March 31, 2025, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2025 and of the loss of the Company for the year ended 31 st March, 2025;

That proper and sufficient care has been taken 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;

That the annual financial statements have been prepared on a going concern basis;

That the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

During the year under review, the Company didnt have any Subsidiaries/Joint Ventures/ Associate Companies.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI).

DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013, read with the relevant rules made thereunder, the draft Annual Return of the Company as on 31st March, 2025, is placed on the website of the Company at:

The said Annual Return is subject to such changes, alterations, or modifications as may be required after the adoption of this Directors Report by the Shareholders at the 37th Annual General Meeting and upon receipt of the Certificate from the Practicing Company Secretary (PCS). The final Annual Return, as filed with the Ministry of Corporate Affairs, will also be made available on the said website.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section marked as Annexure I and forms an integral part of this Report.

STATUTORY AUDITORS & AUDITORS REPORT

Ashok Shetty & Co., Chartered Accountants, (Firms Registration No. 117134W) were appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting (AGM) held on 29 th September, 2023, for a period of five years, from the conclusion of the 35 th AGM till the conclusion of the 40 th AGM of the Company to be held in the year 2028.

In accordance with section 40 of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified at every AGM. Thus, M/s. Ashok Shetty & Co., Chartered Accountants will continue to hold office till the conclusion of 40 th AGM.

The Auditors Report on financial statements is a forming part of this Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year, the Statutory & Internal Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company has re-appointed M/s. Ritika Agrawal & Associates, Practicing Company Secretary as Secretarial Auditors to undertake the secretarial audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31 st March, 2025 is set out in the ANNEXURE II , which forms an integral part of this report.

During the year, the Secretarial Auditors had 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.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In addition to the above and pursuant to SEBI Circular dated February 8, 2019, a Report on annual secretarial compliances by M/s. Ritika Agrawal & Associates, Practicing Company Secretaries for the year ended 31 st March, 2025 is submitted to stock exchange.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 13, 2025, approved and recommended the appointment of M/s. Ritika Agrawal & Associates, Practicing Company Secretaries, Peer Reviewed Company Secretary (bearing Unique Identification No. 3975/2023) as Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from FY 2025- 26 till FY 2029-30, subject to approval of the Members at this 37 th AGM of the Company.

Accordingly, an Ordinary Resolution, proposing appointment of M/s. Ritika Agrawal & Associates, Practicing Company Secretaries, Peer Reviewed Company Secretary (bearing Unique Identification No. 3975/2023), as the Secretarial Auditors of the Company for a term of five consecutive years, forms part of the Notice of the 37 th AGM of the Company. M/s. Ritika Agrawal & Associates, Practicing Company Secretaries have given her written consent and confirmed her eligibility and qualification required under the Act and the SEBI Listing Regulations for holding the office as Secretarial Auditors of the Company.

CORPORATE GOVERNANCE

The Company believes in adopting best practices of corporate governance. As per Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Company is annexed to this Report as ANNEXURE III , together with a certificate from the Companys Statutory Auditors confirming compliance forms an integral part of this Report.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was conducted based on the criteria and framework adopted by Nomination & Remuneration Committee for the financial year 2024-25 by way of oral evaluation through personal interaction, the details of which are provided in the Corporate Governance Report.

The Independent Directors had met separately during the year without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole.

The Nomination and Remuneration Committee has also carried out evaluation of every Directors performance. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given as no employee, employed throughout the financial year 2024-25, was in receipt of the remuneration of Rs. 102 Lakhs or more and no employee, employed for the part of the financial year 2024-25 was in receipt of remuneration of Rs. 8.50 Lakhs or more per month. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

The statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is mentioned below.

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of remuneration of each Director to the median remuneration of the employees for the FY 2024- 25 are:

Name of Director	Amount of Remuneration Per Annum (in Rs.)	Ratio of Remuneration of each Director to median remuneration of employees for the FY
Mr. Krishan Khadaria (Managing Director)	6,00,000/- *	1.34 times

#Median Remuneration of Employee during the financial year 2024-25: Rs. 4,48,783.50 p.a.

*Except for Mr. Krishan Khadaria, no other Director received remuneration during the financial year 2024- 25.

Percentage increase in remuneration of each Director, CFO and Company secretary, in the financial year 2024-25:

Name	Designation	Percentage increase in remuneration
Mr. Krishan Khadaria	Managing Director	NIL
Mr. Rajesh Agrawal	Chief Financial Officer	6.44
*Ms. Parul Gupta	Company Secretary	NA((Appointed during the Financial Year))
**Ms. Sunita Sharma	Company Secretary	#NA

* ceassed with effect from 18th March, 2025

**Ceased with effect from 5th July, 2024

# Percentage increase not computed for Ms. Sunita Sharma as remuneration in both financial years relates to partial periods of service and is therefore not comparable.

The percentage increase in the median remuneration of employees in the Financial Year 2024-25: 26.68%.

There were 3 (Three) permanent employees on the rolls of Company during the year.

Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increase in remuneration of employees other than managerial personnel in FY 2024–25 has not been computed as there were no comparable permanent non-managerial employees who

were on the rolls for both FY 2023–24 and FY 2024–25. For managerial personnel who served in both years, the average increase in remuneration was approximately 3.22% (MD: 0.00%; CFO: 6.44%).

No exceptional circumstances were observed that warranted an unusually high increase in managerial remuneration during the year.

The other details pertaining to the remuneration of the KMPs have been provided in the Annual Return for the F.Y ended 31 st March, 2025, available at Companys website at

It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration policy of the Company.

RELATED PARTY TRANSACTIONS

During the year under review, the Company entered into transactions with its related parties primarily in the nature of inter-corporate loans/borrowings and payment of managerial remuneration.

Pursuant to Section 188 of the Companies Act, 2013 and the rules made thereunder, loans or borrowings do not fall within the purview of related party transactions requiring approval or disclosure in Form AOC-

2. The Company has, however, complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, wherever applicable.

Further, in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the said loans/borrowings constitute related party transactions as they involve transfer of resources between related parties, irrespective of price. All such transactions were approved by the Audit Committee, reviewed by the Board, entered into in the ordinary course of business and on an arms length basis, and disclosed in the quarterly submissions made to the Stock Exchange(s) pursuant to Regulation 23(9) of the Listing Regulations.

The Company has also adopted a Policy on Related Party Transactions, which is available on its website at: https://

The particulars of related party transactions, as required under the applicable accounting standards, are set out in the Notes to the Financial Statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The provisions of Section 135 of the Companies Act, 2013, relating to the constitution of a CSR Committee, formulation of a CSR Policy, and expenditure on CSR activities, are not applicable to the Company as it does not meet the prescribed financial thresholds under the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2024-25 are given in Notes to the financial statements forming part of this Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

NOMINATION & REMUNERATION POLICY

The Company has formulated and adopted the Nomination & Remuneration Policy in compliance with section 178(3) of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of this policy is to ensure:

Remuneration is reasonable and sufficient to attract, retain and motivate the excellence to run Company successfully.

Suitable selection and appointment criteria of Directors, KMPs and other Senior Executives including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

This policy is being governed by the Nomination & Remuneration Committee. The Policy is available on the website of the Companyhttp://www.nouveauglobal.com/investors.html.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) is mentioned below:

Number of complaints of sexual harassment received in the year: Nil

Number of complaints disposed off during the year: Nil

Number of cases pending for more than 90 days: Nil

INTERNAL COMPLAINTS COMMITTEE

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) requires an employer to set up an internal committee (IC) at each office or branch, of an organization employing 10 or more employees, to hear and redress grievances pertaining to sexual harassment. As the number of employees working in the Company is less than 10, the requirement to form an Internal Complaints Committee does not arise.

INTERNAL CONTROL SYSTEMS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Companys Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

LISTING

The shares of your Company continued to be listed at BSE Limited. The Annual Listing fees for the FY 2024- 25 was duly paid to the stock Exchange, i.e., BSE limited.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism called Whistle Blower Policy with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Companys website .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUT- GO

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore the prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule – 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

During the year under review there has been no foreign exchange outflow/inflow.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year i.e. 31 st March, 2025, and the date of this Report.

RISK MANAGEMENT

The Board of Directors of the Company has made a Risk Management Policy which require them to aware the shareholders of Company regarding development and implementation of risk management plan for the Company, including identification therein of elements of risks, if any, which in their opinion might threaten the existence of the Company, the management plan to mitigate the same and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The details of the Policy have been posted on the Companys website .

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 pre- clearance 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. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there was no application made before National Company Law Tribunal for initiation of insolvency proceeding against the Company nor any proceeding were pending under the insolvency and bankruptcy code, 2016 (31 of 2016).

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there are no such instances and no settlements have been done with banks or financial institutions.

GREEN INITIATIVES

The Company supports and pursues the Green Initiative of the Ministry of Corporate Affairs, Government of India. Members are requested to support green initiative by registering their e-mail id (a) in case of electronic / demat holding with their respective Depository Participant and (b) in case of physical holding either with the RTA by sending e-mail to or with the Company by sending e-mail to by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs and your Companys desire to participate in the initiative. If there is any change in e-mail id, shareholder can update his / her e-mail id in same manner as mentioned above.

Further, the Notice of the 36 th AGM and the Annual Report for the financial year 2024-25, are being sent only by email to the Members. Members may note that this Notice and Annual Report 2024-25 will be available on the Companys website , websites of the Stock Exchanges i.e. BSE Limited at .

Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors

it has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI Listing Regulations;

it did not engage in commodity hedging activities;

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others during the year under review and look forward to their continued support in all future endeavors.

By and on behalf of the Board

For Nouveau Global Ventures Limited

Date: 3rd September, 2025	Krishan Khadaria Managing Director	Mohit Khadaria Director
Place: Mumbai	DIN: 00219096	DIN: 05142395
Registered Office: 401/A, Pearl Arcade, Opp. P. K. Jewellers, Daut Baug Lane, Off J. P. Road, Andheri (West), Mumbai \u2013 400 058