Nouveau Global Ventures Ltd Directors Report

To,

The Members,

Nouveau Global Ventures Limited

Your Directors are presenting herewith the Thirty Sixth Annual Report together with the Audited Financial statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF THE COMPANY

(Rs. in Lakhs)

Particulars	Standalone
	2023-24	2022-23
Profit/(Loss) before interest, depreciation, tax and Extra Ordinary Items	(31.311)	(7.56)
Less: Depreciation/ amortization	2.24	2.96
Profit/ (Loss) before interest, tax and Extra Ordinary Items		(10.52)
Less: Finance Costs	7.693	8.96
Profit/ (Loss) before tax and Extra Ordinary Items	21.369	(19.48)
Less: Provision for taxes on income
- Current tax	-	-
- MAT Credit Entitlement
-Deferred tax liability / (asset)	0.479	0.51
- Short/ Excess Provision	0.160
Profit/(Loss) after tax before Extra-Ordinary Items	(22)	(19.99)
Extra Ordinary Items (Net of Tax)	-	-
Profit/ (Loss) for the year	(22.008)	(19.99)
Add/(Less): Other Comprehensive Income /(Loss)	6.50	(99.64)
Total Comprehensive Income / (Expenses) for the year	(15.50)	(119.63)

2. PERFORMANCE OF THE COMPANY

The Company have four reportable business segments i.e. Multimedia, Financial Consultancy, Dealing in Securities and Trading Division. The operating environment this year continued to remain volatile and challenging. Your Directors regret to report that the company has continued to incur losses amounting to Rs. 22.01 lakhs in the financial year under review as compared to loss amounting to Rs. 19.99 lakhs incurred during the previous financial year. Barring such unforeseen circumstances, the directors of your company are striving for better performance by the Company in the years to come so as to restore the financial position of the Company.

3. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business activities of the Company.

4. DIVIDEND & RESERVES

In view of the losses incurred during the year and considering the Companys ongoing financial performance, the Board of Directors do not recommend to distribute any dividend for the Year under review and therefore there is no amount proposed to be transferred to the General Reserves.

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 31^st March, 2024 is Rs.18,55,30,000/- (Rs. Eighteen Crores Fifty- Five Lakhs Thirty Thousand only) divided into 18,55,30,00 (One Crore Eighty five Lakh Fifty Three 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. It has neither issued employee stock options nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase the shares of the Company.

6. DIRECTORS

Appointment and cessation of Directors during the year:

During the year under review, there were following changes in the composition of Board of Directors of the Company.

> Cessation of Mr. Narendra Gupta (DIN: 00418421) from the position of Independent Director of the Company w.e.f 18^th May, 2023.

> Appointment of Mr. Nikhil Rungta (DIN: 08789354),) as an Independent Director of the Company w.e.f. 20^th August, 2023.

> Re-appointment of Ms. Niraali Thingalaya (DIN: 08125213) as an Independent Director for second term of five consecutive years w.e.f. 30^th September, 2023.

> Cessation of Mrs. Asha Khadaria (DIN: 00219112) from the position of Non-executive NonIndependent Director of the Company w.e.f 27^th November, 2023.

Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Mohit Khadaria, Director of the Company, who retires by rotation at the ensuing AGM and being eligible have offered himself for reappointment. Your Directors recommend his re-appointment as Director of the Company.

Information regarding the directors seeking re-appointment/appointment

The Resume/ Profile and other information regarding Ms. Asha Khadaria, Director, seeking reappointment as required by the Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & SS-2 of ICSI have been given in the Notice convening the 36^th AGM of the Company.

• Appointment of Mr. Himanshu Agarwal (DIN: 09569882), as an Additional Non-executive director in the Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive years, subject to the approval of the members at ensuing 36^th AGM of the Company.

• Appointment of Mr. Manaklal Agrawal (DIN: 10214780), as an Additional Non-executive director in the Independent category with effect from 2^nd September, 2024 for the period of 5 consecutive years, subject to the approval of the members at ensuing 36^th AGM of the Company.

The Board of Directors at their meeting held on 2^nd September, 2024 based on the recommendation of Nomination and Remuneration Committee of the Company, approved the appointment of Mr. Himanshu Agarwal (DIN: 09569882) and Mr. Manaklal Agrawal (DIN: 10214780) as Additional directors (in the capacity of an Non- executive Independent Directors) of the Company with effect from 2^nd September, 2024 who have also submitted declarations that they meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are eligible for appointment under

the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent Directors of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 2^nd September, 2024 to 1^st September, 2029 subject to the approval of the members in the ensuing 36^th AGM of the Company to be held on 30^th September, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

In view of the above, consent of the members for appointment of Mr. Himanshu and Mr. Manaklal as Independent Directors, was sought by way of Special Resolution under the Item No. 3 and 4 of the resolution to be passed at the 36^th AGM scheduled to be held on 30^th September, 2024.

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, 2024. 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 Ministry of Corporate Affairs (‘MCA) vide Notification No. G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (‘IICA). All Independent Directors of your Company are registered with IICA. In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

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 http: / /www.nouveauglobal.com/investors.html .

The Company has also disclosed the Directors familiarization programme on its website http: / /www.nouveauglobal.com/investors.html.

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.

During the year under review, there has been no change made in the composition of Board of Directors and their Committees.

7. KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, Ms. Parul Gupta (Membership No. F11081) was appointed as Company Secretary and Compliance Officer with effect from 13.07.2023. However, Ms. Parul Gupta resigned with effect from 30^th November, 2023, and in order to fill the casual vacancy Ms. Sunita Sharma

(Membership No.A49683) was appointed on 12^th February, 2024. As of 31^st March, 2024, Ms. Sunita Sharma was serving as the Company Secretary and Compliance Officer of the Company.

Further on 5^th July, 2024, Ms. Sunita Sharma resigned from the post of Company Secretary and Compliance Officer and Ms. Pallavi Bohra (Membership No. A60849) was appointed with effect from 1^st August, 2024.

Key Managerial Personnels (KMPs) of the Company under Section 203 of the Companies Act, 2013 as on 31^st March, 2024, are as follows:

Sr. No.	Name	Designation
1	Mr. Krishan Khadaria	Managing Director
2	Mr. Rajesh Agrawal	Chief Financial Officer
3	* Ms. Sunita Sharma	Company Secretary

*Ms. Sunita Sharma has resigned from the post of Company Secretary w.e.f. 5^th July, 2024.

8. MEETINGS OF THE BOARD

During the year under review, the Board met 9 (Nine) times. For details of the meetings of the board and its composition, please refer to the Corporate Governance Report, which forms part of this 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.

9. 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 statutory committees are given in detail in the Corporate Governance Report, which forms part of this Report.

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:

a) That in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) That for the financial year ended 31^st March 31, 2024, 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, 2024 and of the loss of the Company for the year ended 31^stMarch, 2024;

c) 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;

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

e) 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;

f) 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.

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 Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has complied with the SS -1 on Board Meetings and SS - 2 on General Meetings.

13. 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).

14. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for the financial year 2023-24 in prescribed form MGT-7 is placed on the website of the Company at the following link: http: //www.nouveauglobal.com/investors.html .

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 36^th Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

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

The Members of the Company at its 34^th AGM held on Friday, September 30, 2022 had appointed M/s R. A. Kuvadia & Co., Chartered Accountants, (Firm Registration No: 105487W) as Statutory Auditors or the Company to hold office from the conclusion of 34^th AGM till the conclusion of 39^th AGM to be held in the year 2027.

M/s. R. A. Kuvadia & Co., Chartered Accountants, (Firm Registration No: 105487W) vide letter dated August 10, 2023 had resigned from the position or Statutory Auditors or the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013.

Pursuant to the provisions of Section 139(8) or the Companies Act 2013, the Board of Directors at its meeting held on August 29, 2023, as per the recommendation of the Audit Committee, had appointed M/s. Ashok Shetty & Co., Chartered Accountants, (Firms Registration No. 117134W), to hold office as the Statutory Auditors of the Company till the conclusion of 35^th AGM and to fill the casual vacancy caused by the resignation of M/s. R. A. Kuvadia & Co., Chartered Accountants, (Firm Registration No: 105487W).

The appointment of M/s. Ashok Shetty & Co., Chartered Accountants, (Firms Registration No. 117134W), as Statutory Auditors of the Company was duly approved by the members at the 35 ^th AGM to hold office 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.

17. 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 appointed M/s. Ritika Agrawal & Associates, Practicing Company Secretary as Secretarial Auditors to undertake the secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) 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.

Below is the tabled management remarks on the observations made by the Secretarial Auditor during the period under review:

Observations	Management Remark
The Company has filed the Form AOC-XBRL for the F.Y 2022-23 by paying additional fees of Rs. 700/-, under section 137 of Companies Act, 2013 and Rule 12(1) of Companies (Accounts) Rules, 2014.	Due to some ongoing technical glitch with the XBRL filing software the Company couldnt generate the XML file on time which in turn caused delay in filing of the Form AOC-XBRL.
The Company passed an Ordinary Resolution instead of Special Resolution for appointment of Mr. Nikhil Rungta as an Independent Director of the Company as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015.	Please note that, Mr. Nikhil Rungta, was duly appointed as an Independent Director of the Company, vide an ordinary resolution passed in the Annual General Meeting held on 30th September, 2023. While passing the resolution our then Company Secretary did keep in mind the
	prerequisite stated under section 152 of Companies act, 2013 which demands passing of an ordinary resolution in the general meeting for appointment of an Independent Director, however we happen to inadvertently overlook the requirement of passing a Special Resolution as prescribed under Regulation 25 (2A) of SEBI (LODR), regulations 2015 which was inserted w.e.f. 1st January, 2022
	Our Company “Nouveau Global Ventures Limited” is a well compliant company and is committed to maintaining the highest standards of corporate governance
	. We understand that we should have been more diligent in meeting the regulatory requirements and consequently we are unquestionably apologetic for the bona fide mistake made at the end of the Company, however we would like to bring to you attention that despite the resolution with respect to Mr. Nikhils appointment as an Independent Director of the Company was put up as an Ordinary Resolution, but it was still passed with a requisite majority of 99.99% votes in its favor
	.. In view of the above clarification, we henceforth assure that we will stay informed with latest updates in laws & regulations and would beforehand consider every aspect of regulations and provisions that shall be made applicable to the Company.

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, 2024 is submitted to stock exchange.

18. CORPORATE GOVERNANCE

As per Regulation 34 (3) 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 Auditors confirming compliance forms an integral part of this Report.

19. 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 2023-24 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 NonIndependent 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.

The Directors expressed their satisfaction with the evaluation process.

20. 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 2023-24, was in receipt of the remuneration of Rs. 102 Lakhs or more and no employee, employed for the part of the financial year 2023-24 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:

a) The ratio of remuneration of each Director to the median remuneration of the employees for the FY

2023-24 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/-**	1.693599605 times

#Median Remuneration of Employee during the financial year 2023-24: Rs. 3,54,275 p.a.

*Except for Mr. Krishan Khadaria, no other Director received remuneration during the financial year 202324.

b) Percentage increase in remuneration of each Director, CFO and Company secretary, in the financial year 2023-24:

Name	Designation	Percentage increase in remuneration
Mr. Krishan Khadaria	Managing Director	NIL
Mr. Rajesh Agrawal	Chief Financial Officer	0.43
Ms. Parul Gupta	Company Secretary	NA
Ms. Sunita Sharma	Company Secretary	NA

c) The percentage increase in the median remuneration of employees in the Financial Year 2023-24:

46.43%.

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: Average increase in remuneration of employees other than managerial remuneration is Nil as there were no employees who completed full year services in last year and current year other than managerial personnel.

There are no other exceptional circumstances for increase in the remuneration of key managerial personnel and increase in remuneration has been in accordance with the Companys policies.

f) 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, 2024, 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

All transaction entered into by the Company with related parties during the financial year 2023-24, were in ordinary course of business and on arms length basis. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained on a yearly basis specifying the upper ceiling as to amount for the transactions which are of foreseen and repetitive nature. The details of all such related party transactions entered into, pursuant to the omnibus approval of the Committee are placed before the Audit Committee on a quarterly basis for its review.

The Company has adopted a Policy on Related Party Transactions and the same is placed on the Companys website at the web link: http: / /www.nouveauglobal.com/investors.html.

The details of related party transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee, adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply to the Company.

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 2023-24 are given in Notes to the financial statements forming part of this Report.

24. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have any stock options scheme for its employees.

25. 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.

26. 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.

27. 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.

28. 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. During the year under review, no complaints were received by the Company related to sexual harassment.

29. 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.

30. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE & BOARDS CONSIDERATION UPON IT:

The Audit Committee generally makes certain recommendation to the Board of Directors of the Company during their meetings held to consider the financial results and such other matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board has considered all the recommendations made by the Audit Committee and has carried on the recommendations suggested by the Committee to its satisfaction. Thus, there are no recommendations unaccepted by the Board during the year under review.

31. 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.

32. LISTING

The shares of your Company continued to be listed at BSE Limited. The Annual Listing fees for the FY 2023-24 was duly paid to the stock Exchange, i.e., BSE limited.

33. 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 www.nouveauglobal.com.

34. 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.

35. 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, 2024, and the date of this Report.

36. 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.

37. 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 adhere to the code.

38. 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 2023-24, 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.

39. 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).

40. 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.

41. 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 info@bigshareonline .com or with the Company by sending e-mail to nouveauglobal@gmail.com 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 email id, shareholder can update his / her e-mail id in same manner as mentioned above.

Further, pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the Notice of the 36^th AGM and the Annual Report for the financial year 2023-24, are being sent only by email to the Members. Members may note that this Notice and Annual Report 2023-24 will be available on the Companys website www.nouveauglobal.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com.

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.

42. 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) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) 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

iii) Issue of shares (including sweat equity shares) to employees of the Company.

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

v) it did not engage in commodity hedging activities;

43. 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

	Sd/-	Sd/-
	Krishan Khadaria	Mohit Khadaria
Date: 2nd September, 2024	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