EGM Details

The Extra-Ordinary General Meeting of members will be held on Thursday, 3rd September 2026 at 04:00 PM at the registered office of the Company situated at 727 Udyog Vihar Phase-V, Gurugram, Haryana-122016, India.

Business to be Transacted

Three special resolutions will be considered at the EGM:

Item No. 1: Increase in Authorized Share Capital

  • Proposal to increase Authorized Share Capital from ₹18 Crores divided into 1.80 Crores Equity Shares of ₹10 each to ₹21 Crores divided into 2.1 Crores Equity Shares of ₹10 each
  • Creation of 30 Lakh additional Equity Shares of ₹10 each, ranking pari passu with existing equity shares
  • Requires consequential alteration of Clause V (Capital Clause) of the Memorandum of Association
  • Board approval obtained on Monday, 3rd August 2026
  • Rationale: Business expansion and financial flexibility for raising additional capital

Item No. 2: Novus Loyalty Employment Stock Option Plan 2026 (ESOP 2026)

  • Approval sought for ESOP 2026 scheme to create, offer, issue and allot stock options
  • Maximum of 15,00,000 stock options which could give rise to issue of equity shares
  • For employees and directors (excluding Independent Director)
  • New equity shares to rank pari passu with existing shares
  • To be administered under Companies Act, 2013, Companies (Share Capital and Debentures) Rules, 2014, Income Tax Act, 1961, and SEBI regulations

Item No. 3: Establishment of Wholly Owned Subsidiary in Dubai

  • Approval for incorporation of wholly owned subsidiary in Dubai, United Arab Emirates
  • To serve as overseas business platform for international expansion
  • Strategic advantages include strengthening international market presence, improving access to global customers, enhancing operational efficiency
  • Board approval obtained on Monday, 3rd August 2026 subject to member approval
  • Investment to be made under Companies Act, 2013, FEMA, 1999, and SEBI Listing Regulations
  • Requires regulatory approvals from RBI and other authorities

Governance Details

  • Company Secretary & Compliance Officer: Aditi Pardal (Mem. No.: 33216)
  • Company CIN: U72900HR2011PLC127344

Shareholder Information

  • Members can appoint proxies who need not be members of the Company
  • Proxies must be lodged at least 48 hours before the meeting
  • Corporate shareholders must provide authorization under Section 113 of Companies Act
  • Detailed e-voting instructions provided for both demat and physical shareholders

Financial Impact

  • Capital increase: Additional ₹3 Crores authorized capital (30 lakh shares of ₹10 each)
  • ESOP: Potential dilution of up to 15,00,000 equity shares
  • Dubai subsidiary: Investment amount not quantified in disclosure