Notice of the Extra-Ordinary General Meeting to be held on 03.09.2026

Date: 07rd August, 2026 BSE Limited Corporate Services Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai, 400001 Scrip Code: 544735 ISIN No.: INE1TFS01019 Dear Sir/Madam, Subject: Intimation of Extra-Ordinary General Meeting to be held on 03rd September, 2026 Ref. NOVUS LOYALTY LIMITED (“Company”) Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Extra-ordinary General Meeting (“EGM”) of the Members of Novus Loyalty Limited (“the Company”) will be held on Thursday, 3rd of September, 2026 at 04:00 PM at 727 Udyog Vihar Phase-V, Gurugram, Haryana-122016, India, to transact the businesses as set out in the EGM Notice. In compliance with the relevant provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Notice of the EGM dated 06th August, 2026 is being sent through electronic mode to all the members whose email addresses are registered with the Depositories. A copy of the EGM Notice is enclosed herewith for your information and record. The same is also being made available on the website of the Company. This is for your reference and records. Thanking You. Yours Sincerely, For Novus Loyalty Limited (Formerly known as Novus Loyalty Private Limited) Name: Aditi Pardal Designation: Company Secretary & Compliance Officer Mem. No.: 33216 Encl: a/a 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/ NOTICE CONVENING EXTRAORDINARY GENERAL MEETING Members, Novus Loyalty Limited (Formerly known as Novus Loyalty Private Limited) Notice is hereby given that the Extra-Ordinary General Meeting of members of NOVUS LOYALTY LIMITED (the ‘Company’) (Formerly known as Novus Loyalty Private Limited) will be held on Thursday 3rd September 2026, at the registered office of the Company situated at 727 Udyog Vihar Phase V, Gurgaon, Haryana, India, 122016 at 4:00 P.M. , to transact the following business as special business: To consider and if thought fit, to pass, with or without modification(s), the following resolutions as Special resolutions: ITEM No.: 1- APPROVAL OF INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION "RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder (including any statutory amendment, modification or re-enactment to the Act or the Guidelines, for the time being in force), the Articles of Association of the Company and subject to provisions of other approvals, permissions, sanctions, conditions and modifications as may be prescribed, the consent of members of the Company be and is hereby accorded to approve to increase the Authorized Share Capital of the Company from Rs. 18 Crores divided into 1.80 Crores Equity Shares of Rs. 10 each to Rs. 21 Crores divided into 2.1 Crores Equity Shares of Rs. 10 each, by the creation of 30 Lacs additional Equity Shares of Rs. 10 each, ranking pari passu in all respects with the existing equity shares of the Company. RESOLVED FURTHER THAT due to above alteration in Authorised Share Capital of the Company, Clause V (Capital Clause) of the Memorandum of Association of the Company be altered to reflect the revised Authorized Share Capital of the Company. 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/ ITEM No.: 2- TO APPROVE NOVUS LOYALTY EMPLOYMENT STOCK OPTION PLAN 2026 (“ESOP 2026”) “RESOLVED THAT in accordance with the provisions of Section 62 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory amendment, modification or re-enactment to the Act or the Guidelines, for the time being in force), the provisions of the articles of association of the Company and subject to provisions of other approvals, permissions, sanctions, conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, consent of members of the Company be and is hereby accorded to approve the Novus Loyalty Employment Stock Option Plan 2026 (“ESOP 2026”) and to create, offer, issue and allot in one or more tranches under the said “ESOP 2026”, at any time to or for the benefit of employees and directors (excluding Independent Director) of the Company, such number of stock options which could give rise to the issue of equity shares (hereinafter collectively referred to as “Securities”) of the Company, not exceeding 15,00,000 in aggregate, at such price and on such terms and conditions as may be fixed or determined by the Board of Directors and other applicable provisions of any law as may be prevailing at that time. RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in lieu of the vested options in the manner provided in ESOP 2026 shall rank pari passu in all respects with the then existing equity shares of the Company. ITEM No.: 3- APPROVAL OF ESTABLISHMENT OF A WHOLLY OWNED SUBSIDIARY IN DUBAI (United Arab Emirates) "RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and other applicable laws, rules and regulations, including the applicable provisions of the Foreign Exchange Management Act, 1999, the rules and regulations made thereunder, and subject to such approvals, permissions and sanctions as may be required from the Reserve Bank of India or any other statutory or regulatory authority, consent of members of the Company be and is hereby accorded to approve for the establishment of a wholly owned subsidiary of the Company in Dubai, for carrying on such business activities as may be approved by the competent authorities and as may be considered beneficial to the Company. RESOLVED FURTHER THAT the Board (including any Committee thereof) shall be authorised to determine the final jurisdiction of incorporation, approve the constitutional documents of the wholly owned Subsidiary, decide the capital structure, make investments in one or more tranches, appoint directors and authorised representatives, execute all agreements, applications and documents, obtain approvals from regulatory authorities in India and overseas, open bank accounts, and undertake all such acts, deeds, matters 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/ and things as may be necessary, desirable or expedient for giving effect to the proposed incorporation and investment. RESOLVED FURTHER THAT for the purpose of giving effect to the aforementioned resolutions, Company Secretary of the Company be and are hereby authorized to do all such acts, deeds, matters and things and to take all such steps and do all such things and give all such directions as may be necessary or expedient including filing of necessary documents, intimations including e-forms with regulatory authorities in accordance with applicable laws and to take all steps which are incidental and ancillary including inter-alia to address queries which may arise and/or settle any questions, difficulties or doubts that may arise regarding aforementioned Resolutions. For NOVUS LOYALTY LIMITED (Formerly known as Novus Loyalty Private Limited) ADITI PARDAL (Company Secretary & Compliance Officer) Mem. No.: 33216 Date: 06-08-2026 Place: Gurugram Novus Loyalty Limited (Formerly known as Novus Loyalty [Showing first 8,000 characters — download PDF for full document]