Directors Report of Novus Loyalty Ltd.

Mar 31, 2026

Your directors have pleasure in presenting the 15 ^th Annual Report and the Audited Statements for the Financial Year ended March 31, 2026.

BACKGROUND

The company is now focusing on its main operational activities i.e. Computer/software related activities (For Example activities of development of Multimedia Presentation on account of others, maintenance of Website on account of others etc.). During the year Company was engaged in Loyalty Programme also.

FINANCIAL RESULTS

The financial performance of the Company during for the Financial Year ended March 31, 2026 is as under:

(Rupees in Thousands)
Particulars	F.Y. 2025-26	F.Y. 2024-25
Income	12,77,272.14	10,46,259.11
Expenditure	11,54,178.06	9,95,656.05
Profit Before Tax	1,23,094.08	50,603.05
Net Profit/loss After Taxation	92,846.18	37,360.85
Basic Earnings per Share	7.54	3,662.83

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the year under review, the Company has earned Profit before tax of Rs. 12,30,94,080/- . The company expects good business and returns in future. The performance of the company during the period under review has been good.

CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in business activity.

DIVIDEND

In order to conserve the resources of the Company for the good future prospects and growth, the Board of Directors taking this view and have decided not to distribute any dividend out of the reserve of the Company and therefore the Board of Directors of the company has not recommended any dividend to the shareholders.

DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026.

a. Disclosure regarding issue of equity shares:

During the year under review, the company has issued 1,55,40,000 Equity Shares, out of which 1,22,40,000 Equity Shares were issued by way of bonus shares in ratio of 1200:1 at par (Rs. 10), and 33,00,000 Equity Shares were issued by way of Initial Public Issue (IPO) at face value of Rs. 10 and with premium Rs. 136 (Total issue price is Rs. 146 per share). The shares of the company are registered with Bombay Stock Exchange.

b. Disclosure regarding issues of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

c. Disclosure regarding issues of employee stock options:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

d. Disclosure regarding the issues of sweat equity shares:

The Company has not issued any Sweat Equity Shares during the year under review.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status or company operations in future.

No such order has been passed by the regulator, court or tribunal that may impact the company''s operations in future or may affect its going concern status.

Material Changes between the date of the Board Report & End of the Financial Year.

There are no such material changes between the date of the Board Report & End of the Financial Year. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return has been placed on the website of the Company.

CORPORATE GOVERNACE

The company has made every effort to comply with the provisions of the Corporate Governance and to see that the interest of the shareholders and the company are properly served. It has always been the company endeavors to excel through better corporate governance and fair and transparent practices and many of which has always been in place even before they were mandated by the law of land.

The management of the company believes that it will further enhance the level of corporate governance in the company.

NUMBER OF MEETING OF THE BOARD

The Board met10 (Ten) times during the year and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (i.e., the maximum interval between any two-board meeting did not exceed 120 Days)

S. No.	Date
1.	03/05/2025
2.	02/06/2025
3.	20/08/2025
4.	20/09/2025
5.	16/10/2025
6.	23/12/2025
7.	29/01/2026
8.	20/02/2026
9.	16/03/2026
10.	23/03/2026

NUMBER OF MEETINGS OF COMMITTEE

During the Financial year 2025-26, following meetings were held: -4 (Four) Audit Committee Meetings (AC)

S. No.	Date
1.	20/08/2025
2.	20/09/2025
3.	23/12/2025
4.	20/02/2026

1 (One) Nomination and Remuneration Committee Meeting (NRC)

S. No.	Date
1.	20/08/2025
2.	16/10/2025
3.	24/12/2025
4.	21/12/2026

1 (One) Stakeholder Relationship Committee Meeting (SRC)

S. No.	Date
1.	20/08/2025

BOARD EVALUTION

SEBI (LODR) Regulations 2015 Mandate that board shall monitor and Review the Board Evaluation Framework. The Framework includes the evaluation of Directors on various parameters such as:

S Board Dynamics and relationship S Information''s inflows S Decision making S Relationship with stakeholders S Company Performance and Strategy S Tracking Board and committee effectiveness S Peer evaluation

The Companies Act, 2013 states that formal annual evaluation needs to be made by the board of its own performance and the manner in which such performance evaluation was carried out is as under:

The Performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire board and independent directors. The Nomination and Remuneration & Compensation Committee has carried out evaluation of director''s performance.

The criteria of evaluation are exercise of responsibilities in a Bonafide manner in the interest of the Company, striving to attend meetings of the Board of Directors/Committees of which he/she is a member/general meeting, participating constructively and actively in the meetings of the Board/Committee of the Board etc.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

NOVUS LOYALTY LIMITED CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

S Annual Evaluation Policy S Archive Policy S Board Diversity Policy

S Policy On Determination of Materiality of Events S Policy On Material Subsidiaries S Preservation Of Records S Related Party Transaction Policy S Vigil Mechanism Policy

BOARD INDEPENDENCE

Definition of ''Independence'' of Directors is derived from Regulation 25 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation /disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors as on 31^st March, 2026.

a) Ms. Sushma Samarth

b) Ms. Pooja Kansal

c) Mr. Rajesh Sureka

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan or provided any security as prescribed under section 186 of the companies Act, 2013 during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company has entered into a transaction with related parties related to remuneration and rental for office premises only. which could be the part of business activities. Accordingly, particulars of transactions with related parties referred to in Section 188(1) of the Companies Act, 2013 attached herewith . (ANNEXURE V)

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS:

The Auditors'' Report on the standalone financial statements of the Company for the financial year ended 31st March, 2026 forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mohak Jain & Co., Company Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2025-26. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2026 is annexed as Annexure-I to the Report.

COST AUDITOR

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review:

1. The company has issued 1,55,40,000 Equity Shares, out of which 1,22,40,000 Equity Shares were issued by way of bonus shares in ratio of 1200:1 at par (Rs. 10), and 33,00,000 Equity Shares were issued by way of Initial Public Issue (IPO) at face value of Rs. 10 and with premium Rs. 136 (Total issue price is Rs. 146 per share).

2. The Equity shares of company were listed on Bomby Stock Exchange on 25^th March 2026.

VIGIL MECHNANISM

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The Company is committed to develop a culture in which every employee feels free to raise concerns about any poor or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down this Whistle Blower Policy to provide a framework to promote responsible and secure whistle blowing. The Board of Directors of your company has adopted the Vigil Mechanism and Whistle Blower Policy in Compliance of the Companies Act, 2013.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

The company did not have any Joint venture, Subsidiary or Holding company during the year under review.

HUMAN RESOURCE DEVELOPMENT

The Company seeks to nurture a mutually beneficial relationship with its employees. This relationship is characterized by the Investment which the company makes in its employees by providing challenging

roles and assignment opportunities for personal growth, relevant and timely performance support, training and an enabling environment. The company seeks to create a workplace which combines achievement orientation with care for employees. The Company lists “people” as one of its stated core values.

Your Company takes the pride in the Commitment, Competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR Policies to the growing requirements of the business.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a)	Conservation of Energy:
	Steps taken for conservation	NA
	Steps taken for utilizing alternate sources of energy	NA
	Capital investment on energy conservation equipment''s	NA
b)	Technology Absorption:
	Efforts made for technology absorption	NA
	Benefits derived	NA
	Expenditure on Research &Development, if any	NA
	Details of technology imported, if any	NA
	Year of import	NA
	Whether imported technology fully absorbed	NA
	Areas where absorption of imported technology has not taken place, if any	NA
C) Foreign Exchange Earnings/ Outgo: (in Indian Rs.)
	Earnings (Sales)	3,29,06,052
	Outgo (Foreign Travell Expenditure)	3,61,250

COMPLIANCE

The Company has complied and continues to comply with the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all the applicable provisions of the Companies Act, 1956 and the

Companies Act, 2013, Listing Agreement executed with the Stock Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

RISK MANAGEMENT POLICY

The management has taken all necessary steps to identify the elements of risks, if any. The management has implemented an effective and meaningful system to safeguard the assets of the company.

The Board has to review the business plan at regular intervals and develop the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others. Communication of Risk Management Strategy to various levels of management for effective implementation is essential for achieving the goals of the organization.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees and directors of the Company, forms part of this Report. During the financial year under review, the total managerial remuneration paid to the directors, including Managing Director and Whole-time Director, was well within the statutory ceilings of 11% of the net profits of the Company as prescribed under Section 197 of the Act.

LEAVES POLICYMaternity Leave

An Employee who has completed 1 year with Novus can avail 24 weeks of Maternity Leaves for her first 2 children. Maximum 2 weeks of Maternity leaves would be with pay and rest would be treated as Leaves without Pay. Maternity leaves would be paid along with the first salary post rejoining of the Employee.

Paternity Leave

An Employee who has completed 1 year with Novus can avail maximum 3 days of paid Paternity Leaves for first 2 children.

DIRECTORS AND KEY MANAGERIAL PERSONNEL S Chairman of the Board

Mr. Deepak Tomar, Managing Director is Chairman of the Board.

S In terms of Section 203 of the Act, following are appointed/designated as Key Managerial Personnel of your Company by the Board:

• Mr. Deepak Tomar (Managing Director)

• Mrs. Sweta Singh (Executive Director)

• Mr. Vibhore Rastogi (Director & CFO)

• Mr. Mukesh Makkar (Company Secretary)

DECLARATION BY INDEPENDENT DIRECTORS U/S 149(6)

All independent directors have given the Declaration that they meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. (ANNEXURE-II)

COMMITTEES OF THE BOARD

Currently, the Board Has 4 Committees: The Audit Committee, The Nomination and Remuneration Committee, The Stakeholders Relationship Committee and The Social Corporate Responsibility Committee, has Proper composition of Independent Directors and Executive Director. (ANNEXURE III)

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed management discussion and analysis report has been appended separately as (ANNEXURE-IV)

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As per the Companies Act, 2013, Companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more or net profit of Rs. 5 Crore or more during any financial year are required to constitute a Corporate Social Responsibility Committee (CSR) of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profit of the company''s three immediately preceding financial years.

During the financial year 2025-26 the Company has constituted a Corporate Social Responsibility Committee as required under the Section 135 of the Companies Act, 2013 (as defined above). The average net profit of last preceding three financial year is less than 5 crores, so the provision for CSR expenses has not been done.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adequate system for prevention of Sexual Harassment of Women at workplace and has set up cell for the same. Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with rules thereunder, the Company has not received any complaint of sexual harassment during the reporting period.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, the Directors of your company confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable

accounting standards had been followed along with proper explanation relating to material

departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care 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) The directors had prepared the annual accounts on a going concern basis;

e) The Board of 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) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

g) The Board of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

ACKNOWLEDGEMENT:

Your directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government Authorities, Stock Exchanges and Business Associates for their cooperation, encouragement and continued support extended to the Company. The Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.