Appointment of Independent Director, subject to approval by the Shareholders.

Date: - 3rd August, 2026 BSE Limited The Corporate Relations Department P. J. Towers, Dalal Street Fort, Mumbai- 400001 ISIN: INE1TFS01019 BSE Scrip Code: 544735 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Outcome of Board Meeting held on 03rd August 2026 Dear Sir/Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform you that the Board of Directors of the Company at its meeting held Today, 3rd August 2026, at 4:00 p.m. at 727 Udyog Vihar Phase- V, Gurugram, Haryana 122016, has accorded its approval to the following business: 1. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved the adoption of the “Novus Loyalty Employee Stock Option Plan 2026” (“ESOP 2026”), in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, subject to the approval of the shareholders of the Company and such other regulatory/statutory approvals as may be necessary. The details as required under Regulation 30 of the SEBI Listing Regulations read with the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026 (as amended from time to time) are enclosed as Annexure A. 2. The Board of Directors of the Company has approved the increase in the Authorised Share Capital of the Company from Rs. 18,00,00,000/- (Rupees Eighteen Crore only) to Rs. 21,00,00,000/- (Rupees Twenty-One Crore only). The proposed increase in the Authorised share capital is subject to the approval of shareholders by way of an Ordinary Resolution and consequential amendment to the Capital Clause of the Memorandum of Association of the Company. 3. Approved the draft Notice convening the Extra-Ordinary General Meeting ("EGM") of the Members of the Company for obtaining the approval of the Members in respect of the aforesaid matters and other business as may be set out in the Notice. Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ 4. Decided to convene the Extra-Ordinary General Meeting ("EGM") of the Members of the Company on Thursday, 03rd September, 2026. 5. Mohit Singla & Associates, Practicing Company Secretary, Delhi, (Membership No.: 12915) has been appointed as the Scrutinizer for conducting the “remote e-voting” and “e-voting during EGM” process for the ensuing Extra Ordinary General Meeting in fair and transparent manner. 6. Based on the recommendation of the Nomination and Remuneration Committee (NRC) of the Company, the Board approved the appointment of Mr. Ashish Kumar, (DIN: 09668119), as Non-Executive, Independent of the Company, with effect from 3rd August, 2026 for a term of Five Years. He has also confirmed that he is not debarred from holding the office of director by virtue of any order of SEBI or any other such authority. A brief profile of the Mr. Ashish Kumar is enclosed as ‘Annexure B’. 7. The Board of Directors of the Company, at its meeting held today, has approved the incorporation of wholly-owned subsidiary company in Dubai to support the Company's business growth and expansion. The details required pursuant to SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026 are provided in the ‘Annexure C’. The meeting commenced at 4:00 P.M. and concluded at 5:15 P.M. This is for your information and record. Thanking You For Novus Loyalty Limited (Formerly known as Novus Loyalty Private Limited) Aditi Pardal (CS & Compliance Officer) Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ Annexure-A Details as required under SEBI Circular no. SEBI/HO/49/14/14(7)2025CFDPOD2 /I/3762/2026 dated January 30, 2026: S.No Particulars Details 1. Brief details of options granted Novus Loyalty Employee Stock Option Plan 2026 2. Whether the scheme is in terms of Yes SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. 3. Total number of shares covered by 15,00,000 Equity Shares these options 4. Pricing formula As per Policy 5. Options vested As per Policy 6. Time within which option may be Scheme shall vest within not earlier than 1 year exercised and not later than 8 years from the date of grant of such Options 7. Options exercised As per Policy 8. Money realized by exercise of options As per Policy 9. The total number of shares arising as a 15,00,000 Equity Shares result of exercise of option 10. Options lapsed NA 11. Variation of terms of option NA 12. Brief details of significant terms As per Policy 13. Subsequent changes or cancellation or As per Policy exercise of such options 14. Diluted earnings per share pursuant to As per Policy issue of equity share on exercise of options. Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ Annexure-B Brief Profile of Director S.No Details Particulars 1. Name of Director Ashish Kumar 2. DIN 09668119 3. Reason for change Resignation of Outgoing Directors 4. Term of Appointment Shall hold office for a term of 5 consecutive years 5. Brief Profile Mr. Ashish Kumar holds a valid DIN No.: 09668119, And he is not disqualified from being appointed as a director under Section 164 of the Companies Act, 2013 or any other applicable law, and meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 6. Disclosure of Relationships Not Applicable between Directors 7. Other Directorship Currently he is an Independent Director in 2 other Listed Companies. Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ Annexure-C Details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026: S.No Particulars Details 1. Name of the entity, date & Name of the proposed entity: As may be country of incorporation, etc.; approved by the relevant authorities. Date of Incorporation: NA, as the entity is yet to be incorporated. Country of Incorporation: United Arab Emirates (Dubai) 2. Name of holding company of Yet to be Decided the incorporated company and relation with the listed entity 3. Industry to which the entity Yet to be Decided being acquired belongs; 4. Brief background about the Yet to be Decided entity incorporated in terms of products / line of business; 5. Brief details of any Yet to be Decided governmental or regulatory approvals required for the incorporation; 6. Nature of consideration - Yet to be Decided whether cash consideration or share swap and details of the same; 7. Cost of subscription / price at Yet to be Decided which the shares are subscribed; 8. Percentage of shareholding / Yet to be Decided control by the listed entity and / or number of shares allotted. Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122 [Showing first 8,000 characters — download PDF for full document]