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)

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 Company’s 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 Non¬
Independent 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 re¬
appointment. 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 re¬
appointment 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 Company’s 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 Director’s 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 Personnel’s (KMP’s) of the Company under Section 203 of the Companies Act, 2013 as on
31^st March, 2024, are as follows:

*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 didn’t 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 Auditor’s 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:

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 Company’s
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 Non¬
Independent Directors and Board as a whole.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's
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:

#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 2023¬
24.

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

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 Company’s policies.

f) The other details pertaining to the remuneration of the KMP’s have been provided in the Annual
Return for the F.Y ended 31^st March, 2024, available at Company’s 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 arm’s 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
Company’s 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 Company’s 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 Company’s
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 Company’s 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 pre¬
clearance for dealing in the Company's 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 COMPANY'S 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 company's 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 Company’s 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, 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 Company’s 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: 2^nd 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