Nouveau Global Ventures Ltd Directors Report

DIRECTORS REPORT

To,

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, 2026.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF THE COMPANY

		(Rs. in Lakhs)
Particulars	Standalone
	2025-26	2024-25
Profit/(Loss) before interest, depreciation, tax and Extra Ordinary Items	(17.218)	78.311
Less: Depreciation/amortization	3.071	2.353
Profit/ (Loss) before interest, tax and Extra Ordinary Items	(20.289)	75.958
Less: Finance Costs	17.088	12.305
Profit/ (Loss) before tax and Extra Ordinary Items	(37.377)	63.653
Less: Provision for taxes on income
- Current tax	0.000	5.600
- MAT Credit Entitlement
-Deferred tax liability/(asset)	(0.767)	0.381
- Short/ Excess Provision	3.398	0.495
Profit/(Loss) after tax before Extra-Ordinary Items	(40.007)	57.178
Extra Ordinary Items (Net of Tax)	-	-
Profit/ (Loss) for the year	(40.007)	57.178
Add/(Less): Other Comprehensive Income /(Loss)	-	(627.554)
Total Comprehensive Income/(Expenses) for the year	(40.007)	(570.376)

2. 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. During the financial year under review, the Company incurred a loss of Rs. 40.007 lakhs as compared to a profit of Rs. 57.178 lakhs earned during the previous financial year.

The Directors are taking necessary measures to improve the operational and financial performance of the Company and remain committed to strengthening its financial position and enhancing shareholder value in the coming years.

3. CHANGE IN NATURE OF BUSINESS

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

4. DIVIDEND & RESERVES

In view of the financial performance of the Company during the financial year under review and considering the overall financial position, the Board of Directors has not recommended any dividend for the financial

year ended 31st March, 2026. The Board is of the view that, considering the loss incurred during the year and the need to conserve resources, it would be prudent to retain the available resources within the business for meeting the Companys operational requirements and strengthening its financial position.

During the financial year under review, the Company incurred a loss of Rs. 40.007 lakhs. Accordingly, no amount has been transferred to any reserve during the year under review and the loss for the year has been carried forward and adjusted in the Profit & Loss Account of the Company.

5. 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 31st March, 2026 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, 2026, 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.

6. DIRECTORS

Appointment and cessation of Directors during the year:

During the financial year under review, there was no change in the composition of the Board of Directors of the Company. No Director was appointed or ceased to be a Director of the Company during the financial year ended 31st March, 2026.

Re-appointment of Managing Director

The present term of appointment of Mr. Krishan Khadaria (DIN: 00219096) as the Managing Director of the Company is valid up to 28th February, 2027.

The Nomination and Remuneration Committee, at its meeting held on 19th August, 2026, has recommended the re-appointment of Mr. Krishan Khadaria as Managing Director of the Company for a further term of five years commencing from 1st March, 2027 to 28th February, 2032.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on, has approved the re-appointment of Mr. Krishan Khadaria as Managing Director of the Company for the aforesaid term, subject to the approval of the Members of the Company at the ensuing 38th Annual General Meeting and such other approvals as may be required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The requisite resolution for his re-appointment, along with the necessary disclosures and explanatory statement, forms part of the Notice convening the ensuing 38th Annual General Meeting.

Ratification of Resolution for Appointment of Independent Director:

The Members of the Company at the 37th Annual General Meeting held on 29th September, 2025, approved the ratification of the appointment of Mr. Nikhil Kumar Rungta (DIN: 08789354) as an Independent Director of the Company by way of Special Resolution.

Director retiring by rotation:

Mr. Krishan Khadaria, Managing 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 the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the applicable rules made thereunder and Regulation 16(1)(b) and other applicable provisions of the 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 31st March, 2026.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management of the Company. The Board is also of the opinion that the Independent Directors possess the requisite qualifications, experience, expertise and competencies required to discharge their duties and responsibilities effectively and that they maintain the highest standards of integrity.

In accordance with the provisions of the SEBI Listing Regulations, the Board has identified the core skills, expertise and competencies required in the context of the Companys business and those actually possessed by the Board of Directors. The details thereof have been disclosed in the Corporate Governance Report forming part of this Annual Report.

The Company has also received the requisite declarations from the Independent Directors in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, including the provisions relating to inclusion of their names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs, as applicable.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company http: //www.nouveauglobal.com/investors.html .

The Company has also disclosed the details of the familiarisation programme for Independent Directors on its website http: //www.nouveauglobal.com/investors.html.

During the financial year under review, none of the Non-Executive Directors of the Company had any pecuniary relationship or transactions with the Company, other than the sitting fees, remuneration and reimbursement of expenses, if any, received in accordance with applicable laws and approved policies of the Company.

7. KEY MANAGERIAL PERSONNEL

During the financial year 2025-26, Mr. Aashish Garg (Membership No. A19991) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 18th June, 2025, to fill the vacancy arising from the resignation of Ms. Pallavi Bohra (Membership No. A60849).

Accordingly, as on 31st March, 2026, Mr. Aashish Garg (Membership No. A19991) is the Company Secretary and Compliance Officer of the Company.

The Key Managerial Personnel ("KMP) of the Company as on 31st March, 2026, in terms of Section 203 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are as follows:

Sr. No. Name	Designation
1 Mr. Krishan Khadaria	Managing Director
2 Mr. Rajesh Agrawal	Chief Financial Officer
3 Mr. Aashish Garg	Company Secretary & Compliance Officer

8. MEETINGS OF THE BOARD

During the financial year 2025-26, 6 (Six) meetings of the Board of Directors of the Company were held for consideration and approval of various agenda items. The agenda and notes on agenda for the meetings were circulated to the Directors within the prescribed time and in accordance with the applicable provisions.

The details of the Board Meetings held during the financial year under review, including the dates of the meetings and the attendance of the Directors thereat, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The intervening gap between any two consecutive meetings of the Board was within the period prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India.

9. COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted the following Committees in accordance with the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The Committees of the Board have been constituted with defined roles, responsibilities and terms of reference in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Committees assist the Board in discharging its responsibilities and provide focused oversight in their respective areas of operation.

The details relating to the composition of the aforesaid Committees, their terms of reference, powers, meetings held during the financial year, attendance of the members and other relevant particulars are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Board further confirms that all recommendations made by the Committees of the Board during the financial year under review, which were mandatorily required to be considered by the Board, were duly considered and accepted by the Board.

10. 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 :

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

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

12. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company has complied with the applicable provisions of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings during the financial year ended 31st March, 2026.

13. DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

Accordingly, there were no deposits remaining unpaid or unclaimed as at 31st March, 2026, and no default was made in repayment of deposits or payment of interest thereon during the financial year under review.

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013, read with the applicable rules made thereunder, the draft Annual Return of the Company as on 31st March, 2026, is available on the website of the Company at: http: //www.nouveauglobal.com/investors.html

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 38^th Annual General Meeting and upon receipt of the Certificate from the Practicing Company Secretary (PCS). The final Annual Return of the Company in the prescribed Form No. MGT-7, as filed with the Ministry of Corporate Affairs, shall be made available on the website of the Company within the prescribed time and shall remain accessible in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

15. 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.

16. STATUTORY AUDITORS & AUDITORS REPORT

M/s. 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 term of 5 (five) consecutive years, commencing from the conclusion of the 35th AGM until the conclusion of the 40th AGM of the Company to be held in the year 2028.

In accordance with the provisions of Section 139 of the Companies Act, 2013, read with the applicable provisions of the Companies (Amendment) Act, 2017, the appointment of Statutory Auditors is not required to be ratified by the Members at every AGM. Accordingly, M/s. Ashok Shetty & Co., Chartered Accountants, continue to hold office as the Statutory Auditors of the Company.

The Independent Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2026, forms 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 or explanations by the Board.

The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year under review, no fraud was reported by the Statutory Auditors under

Section 143(12) of the Companies Act, 2013, which is required to be reported to the Central Government. Accordingly, no disclosure is required to be made under Section 134(3)(ca) of the Companies Act, 2013.

17. SECRETARIAL AUDITORS & AUDITORS REPORT

Pursuant Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("Act"), read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company is required to undertake Secretarial Audit by a Peer Reviewed Company Secretary.

M/s. Ritika Agrawal & Associates, Practicing Company Secretaries, Peer Reviewed Company Secretary (Peer Review Certificate No. 3975/2023), were appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years commencing from FY 2025-26 and ending with FY 2029-30, with the approval of the Members at the previous Annual General Meeting of the Company.

The Secretarial Audit Report of the Company for the financial year ended 31st March, 2026, issued by M/s. Ritika Agrawal & Associates, Practicing Company Secretaries, is annexed hereto as "Annexure II" and forms an integral part of this Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except for the observations/remarks as stated therein. The observations made by the Secretarial Auditor and the managements response thereto are as under:

Sr. No. Observation of the Secretarial Auditor	Managements Remark/Response
1. There was a delay of 2 days in filing the Shareholding Pattern for the quarter ended 30th September, 2025. The Company subsequently filed the same with the Stock Exchange(s) on 24th October, 2025 and paid the fine levied by BSE Limited for the said delay.	The Management acknowledges the delay in filing the Shareholding Pattern for the quarter ended 30th September, 2025. The delay was subsequently rectified and the requisite filing was made with the Stock Exchange(s). The fine levied by BSE Limited in this regard has also been duly paid. The Company has taken appropriate measures to ensure timely compliance with the applicable filing requirements going forward.
2. The Company filed Form CHG-4 for satisfaction of charge by paying additional fees of Rs. 2,400/- under Section 82 of the Companies Act, 2013 read with Rule 8 of the Companies (Registration of Charges) Rules, 2014.	The Management acknowledges the delay in filing Form CHG-4. The requisite form was subsequently filed with the Registrar of Companies along with the applicable additional fees of Rs. 2,400/-. The Company has taken appropriate measures to ensure timely filing of forms relating to satisfaction of charges in future.

The Secretarial Auditor has further reported that the appointment of Mr. Nikhil Kumar Rungta as an Independent Director, which was initially approved by an Ordinary Resolution at the AGM held on 29th September, 2023, was subsequently ratified by the shareholders through a Special Resolution at the AGM held on 29th September, 2025. Accordingly, the matter stood rectified during the year under review.

The Management has taken note of the same and appropriate measures have been implemented to ensure compliance going forward.

Further, in accordance with Regulation 24A of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, issued by M/s. Ritika Agrawal & Associates, Practicing Company Secretaries, has been submitted to the Stock Exchange(s) within the prescribed time.

18. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes in conducting its affairs with transparency, accountability, integrity and fairness to all its stakeholders.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, a separate Corporate Governance Report setting out the governance practices followed by the Company during the financial year ended 31st March, 2026, is annexed to this Report as "Annexure III" and forms an integral part of this Annual Report.

The Corporate Governance Report is accompanied by the requisite certificate issued by the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the applicable provisions of the SEBI Listing Regulations.

19. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has put in place a framework for performance evaluation of the Board of Directors, its Committees and individual Directors, including Independent Directors. The framework provides for evaluation based on, inter alia, the roles and responsibilities of the Board and its Committees, contribution and effectiveness of individual Directors, participation and preparedness for meetings, quality of deliberations and the overall effectiveness of the Board and its Committees. During the financial year under review, the annual performance evaluation of the Board, its Committees and individual Directors was carried out in accordance with the evaluation framework adopted by the Company. The evaluation was undertaken based on the prescribed criteria and parameters, and the process and outcome of the evaluation are detailed in the Corporate Governance Report forming part of this Annual Report.

The Independent Directors also met separately during the financial year under review, without the presence of Non-Independent Directors and members of the management, and reviewed, inter alia, the performance of the Non-Independent Directors and the Board as a whole, taking into account the views of Executive Directors and Non-Executive Directors, wherever applicable.

The Nomination and Remuneration Committee carried out the performance evaluation of individual Directors in accordance with the prescribed criteria. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Board is satisfied with the outcome of the performance evaluation process and the performance of the Board, its Committees and individual Directors during the financial year under review. The evaluation process provided an opportunity to identify areas for improvement and to further enhance the effectiveness of the Board and its Committees.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information pursuant to Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), as applicable, is provided below.

The statement containing the particulars of employees as required under Rule 5(2) and Rule 5(3) of the Rules is not annexed to this Report, as none of the employees of the Company was in receipt of remuneration exceeding the thresholds prescribed under Rule 5(2)(i) and Rule 5(2)(ii) of the Rules. Further, none of the employees is covered under the provisions of Rule 5(2)(iii) of the Rules.

Pursuant to the first proviso to Section 136(1) of the Act and the second proviso to Rule 5(2) of the Rules, the Annual Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees prescribed under Rule 5(2) and Rule 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 Rule 5(1) of the Rules is as follows:

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

a) The ratio of remuneration of each Director to the median remuneration of the employees for the FY 202526 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/-*	1.00 times

#Median Remuneration of Employee during the financial year 2025-26: Rs. 6,00,000 p.a.

*Except for Mr. Krishan Khadaria, no other Director received remuneration during the financial year 2025-26.

b) Percentage increase in remuneration of each Director, CFO and Company secretary, in the financial year 2025-26:

Name	Designation	Percentage increase in remuneration
Mr. Krishan Khadaria	Managing Director	NIL
Mr. Rajesh Agrawal	Chief Financial Officer	12.24 % decrease
Mr. Aashish Garg	Company Secretary	Not Applicable, as there was no remuneration paid to him during the previous financial year.

c) The percentage increase in the median remuneration of employees in the Financial Year 2025-26: 33.69%.

d) There were 4 (Four) permanent employees on the rolls of Company during the year.

e) 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 during FY 2025-26 was 30.91%, as compared to an average decrease of approximately 6.12% in the remuneration of managerial personnel who served in both FY 2024-25 and FY 2025-26 (MD: 0.00%; CFO: (12.24%)). The increase in remuneration of the non-managerial employee wa.s primarily based on the terms of remuneration and performance. There were no exceptional circumstances for increase in managerial remuneration during the financial year.

f) The other details pertaining to the remuneration of the KMPs have been provided in the Annual Return for the F.Y ended 31st March, 2026, available at Companys website at www.nouveauglobal.com

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

21. 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.

The transactions relating to loans/borrowings do not fall within the specified contracts or arrangements covered under Section 188 of the Companies Act, 2013. Accordingly, such transactions are not required to be reported in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.The Company has complied with the applicable provisions of the Companies Act, 2013 in respect of the related party transactions entered into during the year.

Further, in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, transactions involving transfer of resources, services or obligations between the Company and its related parties are considered related party transactions, irrespective of whether they are entered into at a price. Accordingly, the applicable related party transactions were placed before and approved by the Audit Committee and were reviewed by the Board, as applicable. The transactions were entered into in the ordinary course of business and on an arms length basis, wherever applicable, and were 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: //www.nouveauglobal.com/pdf/PolicvOnRelatedPartvTransaction.pdf.

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.

22. 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.

23. 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 2025-26 are given in Notes to the financial statements forming part of this Report.

24. 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.

25. 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.

26. COST RECORDS AND COST AUDIT

The provisions relating to maintenance of cost records and requirement of cost audit under Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, are not applicable to the Company for the financial year ended 31st March, 2026, having regard to the nature of business activities carried out by the Company.

27. 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:

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

b. Number of complaints disposed off during the year: Nil

c. Number of complaints pending as at the end of the year: Nil

d. Number of cases pending for more than 90 days: Nil

28. INTERNAL COMPLAINTS COMMITTEE

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") requires every employer of an establishment employing 10 or more workers to constitute an Internal Committee ("IC") for the prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace. As the number of workers engaged by the Company is less than 10, the requirement to constitute an Internal Committee under Section 4 of the POSH Act is not applicable to the Company.

29. 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.

30. LISTING

The equity shares of the Company continued to be listed on BSE Limited during the financial year ended 31st March, 2026.The Company has duly paid the annual listing fees payable to BSE Limited for the financial year 2025-26.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the applicable provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a framework for Directors and employees of the Company to raise concerns regarding any actual or suspected violation of applicable laws, rules, regulations, the Companys policies, unethical conduct, financial or other improprieties and matters affecting the interests of the Company and its stakeholders.

The Vigil Mechanism provides adequate safeguards against victimisation of Directors and employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the financial year under review, no complaint was received under the Vigil Mechanism/Whistle Blower Policy and no Director or employee was denied access to the Chairperson of the Audit Committee.

The details of the Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at www.nouveauglobal. com.

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

Conservation of Energy and Technology Absorption-

The Company is not engaged in any manufacturing or processing activities and does not have any manufacturing facility. Accordingly, the particulars relating to conservation of energy and technology absorption prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

Foreign Exchange Earnings and Out-go

During the financial year under review, there were no foreign exchange earnings and no foreign exchange outgo of the Company.

33. 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. 31st March, 2026, and the date of this Report.

34. 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 www.nouveauglobal.com.

35. INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhered to the code.

36. 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 2025-26, 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.

37. 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 financial year under review, no application was made by or against the Company before the National Company Law Tribunal ("NCLT") for initiation of any corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 ("IBC").

Further, there were no proceedings pending against the Company under the IBC as at 31st March, 2026.

38. 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 financial year under review, there were no instances of one-time settlement with any bank or financial institution.

39. 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:

i) 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

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

iii) it did not engage in commodity hedging activities;

40. 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
	Krishan Khadaria	Mohit Khadaria
Date: 26th August, 2026	Managing Director	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 - 400 058