Novus Loyalty Limited held an Extra Ordinary General Meeting (EGM) on Thursday, 03rd September 2026 at 4:00 PM at its registered office at 727, Udyog Vihar V, Gurugram, Haryana. The meeting concluded at 5:00 PM and was conducted in physical mode. Mr. Deepak Tomar, Managing Director, served as the Chairperson. The requisite quorum was present in accordance with Section 103 of the Companies Act, 2013 and the Company's Articles of Association.
Three special resolutions were passed at the meeting:
Item No. 1: Increase in Authorised Share Capital
- Approved increase of Authorised Share Capital from ₹18,00,00,000 (Rupees Eighteen Crores) divided into 1,80,00,000 (One Crore Eighty Lakh) Equity Shares of ₹10 each to ₹21,00,00,000 (Rupees Twenty-One Crores) divided into 2,10,00,000 (Two Crore Ten Lakh) Equity Shares of ₹10 each
- Creation of 30,00,000 (Thirty Lakh) additional Equity Shares of ₹10 each
- New shares will rank pari passu with existing Equity Shares
- Clause V (Capital Clause) of the Memorandum of Association to be altered accordingly
- Authorization granted to Board of Directors and Company Secretary & Compliance Officer to file necessary documents with Registrar of Companies and regulatory authorities
Item No. 2: Approval of ESOP 2026 Plan
- Approved Novus Loyalty Employment Stock Option Plan 2026 ("ESOP 2026")
- Authorization to create, offer, issue and allot up to 15,00,000 (Fifteen Lakh) Stock Options in aggregate
- Options to be granted to eligible employees and directors (excluding Independent Directors)
- Terms, conditions, and pricing to be determined by Board of Directors
- New Equity Shares issued upon exercise will rank pari passu with existing shares
- Authorization granted for implementation and regulatory filings
Item No. 3: Establishment of Dubai Subsidiary
- Approved establishment of a wholly owned subsidiary in Dubai, United Arab Emirates
- Subsidiary to carry on business activities beneficial to the Company
- Subject to approvals from Reserve Bank of India, authorized dealer bank, and other statutory/regulatory authorities
- Board authorized to determine final jurisdiction of incorporation, approve constitutional documents, decide capital structure, and make investments
- Authorization granted for all necessary regulatory filings in India and overseas
All resolutions were passed through remote e-voting and voting at the EGM. The Board of Directors and Company Secretary & Compliance Officer were authorized to undertake all necessary actions and make requisite filings with Registrar of Companies, BSE Limited, SEBI, Reserve Bank of India, authorized dealer bank, depositories, and other statutory/regulatory authorities to implement the resolutions.