Novus Loyalty Ltd. IPO

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Novus Loyalty has informed that the Company has executed a Service Level Agreement (SLA) with Central Bank Of India on 16th April 2026. The engagement has been awarded pursuant to GeM RFP Bid No. GEM/2025/B/6413323 for ‘Providing Loyalty Rewards Program for various Digital Channels including Debit Card, UPI, Internet Banking, Mobile Banking etc.’ This agreement involves end-to-end deployment, management and migration of loyalty and rewards programs across the bank’s digital ecosystem and represents a significant strategic win for the Company in the BFSI segment. The Company believes this engagement will further strengthen its position in the digital payments and banking ecosystem and enable it to scale its technology-driven customer engagement platform. Further, the detailed disclosure as required under SEBI Master Circular dated November 11, 2024, read with subsequent amendments, is enclosed as Annexure-A.

The above information is a part of company’s filings submitted to BSE.

Novus Loyalty

• Novus Loyalty is coming out with an initial public offering (IPO) of 41,20,000 shares in a price band of Rs 139-146 per equity share. 
• The issue will open on March 17, 2026 and will close on March 20, 2026.
• The shares will be listed on SME Platform of BSE.
• The face value of the share is Rs 10 and is priced 13.90 times of its face value on the lower side and 14.60 times on the higher side.
• Book running lead manager to the issue is Smart Horizon Capital Advisors.
• Compliance Officer for the issue is Mukesh Makkar.

Profile of the company

The company is a technology-driven company offering loyalty and rewards solutions tailored for industries such as Fintech, E-commerce, Software, Finance, Banking, FMCG and Real Estate. Focused on enhancing customer engagement, retention, and acquisition, the company has developed a modern, scalable loyalty platform using the latest technology stack. This platform delivers comprehensive, data-driven solutions that help enterprises build meaningful relationships with their customers. The company provides both customizable and ready-to-use program models, including point-based rewards, event-triggered campaigns, cashback systems, purchase-linked promotions, and digital vouchers. The platform is built to be flexible and efficient, making it easy to connect with a company’s existing systems. It ensures customers have a smooth and consistent experience whether they interact through a website, mobile app, or in a physical store.

It offers both on-premises with infrastructure and SaaS (software as a service) models along with AI powered analytics to its clients. With the On-Premises model, the platform is installed on the client’s own servers or private cloud. This gives full control over data, allows for custom setups, and is ideal for large businesses with strict security or compliance needs. The SaaS model is cloud-based, meaning clients can use the platform through a subscription without worrying about servers or maintenance. It’s faster to set up, easier to manage, and great for businesses that want a ready-to-use solution. Beyond banking, it has also built a flexible loyalty solution for retailers, modern trade stores, and digital retailers. This allows them to reward their customers effectively and use data analytics to focus on the most profitable areas of their business.

In addition, it offers digital voucher solutions that enable real-time tracking of customer behaviour and usage. For eCommerce businesses, its platform helps monitor customer activity and reward them - supporting cross-selling and customer retention strategies. This is especially valuable in today’s highly competitive digital market, where earning customer loyalty is more important than ever. It holds several quality certifications including ISO/IEC 27001:2013 for Providing Professional IT Service Software Development, Website Development, Mobile Application Development. It is also CMMI Maturity level - 3 certified for providing IT and Marketing Services and PCI DSS compliance certified following the successful completion of an information security assessment, ensuring the secure handling of payment and customer data. Further, it also follows OWASP security guidelines to ensure its applications are protected against common online threats and vulnerabilities.

Proceed is being used for:

• Funding of expenditure towards Investment in upgrading existing products and development of new products
• Business development and marketing activities including manpower hiring
• General corporate purposes and unidentified inorganic acquisition

Industry Overview

The reforms of the 1990s have been associated with the expansion of the service sector in India. Midway through the 1980s, the service sector began to expand, but it took off in the 1990s when India started a series of economic reforms in response to a serious balance of payments issue. The services sector is not only the dominant sector in India’s GDP but has also attracted significant foreign investment, has contributed significantly to exports, and has provided large-scale employment. India’s services sector covers a wide variety of activities such as trade, hotel and restaurants, transport, storage and communication, financing, insurance, real estate, business services, community, social and personal services, and services associated with construction. To enhance India's commercial services exports, share in the global services market from 3.3% and permit a multi-fold expansion in the GDP, the government is also making significant efforts in this direction. Services exports stood at around Rs 29,34,880 crore ($340 billion) in FY24, with IT and IT-enabled services (ITES) contributing nearly Rs 17,26,400 crore ($200 billion). In FY25, services exports are expected to reach Rs 32,80,160-33,23,320 crore ($380-385 billion), reinforcing India's global standing.

The Government of India recognises the importance of promoting growth in the services sector and provides several incentives across a wide variety of sectors like health care, tourism, education, engineering, communications, transportation, information technology, banking, finance, and management among others; The Ministry of Health and Family Welfare (MoHFW) is leveraging artificial intelligence (AI) to enhance public health services across India focusing on developing and adopting AI-driven healthcare solutions; Centre has formulated an ‘Action Plan for Champion Sectors in Services’ to give focused attention to 12 identified Champion Services Sectors; India’s tourism and hospitality sector may earn $50.9 billion as visitor exports by 2028; As per 2022 University Grants Commission (UGC) statistics, there are a total of 1,072 universities in the country, including 460 state universities, 128 deemed to be universities (a status of autonomy granted to high- performing institutes and universities by the Department of Higher Education), 54 central universities (established by the Department of Higher Education), and 430 private universities.

Both domestic and global factors influence the growth of the services sector. An extensive range of service industries has experienced double-digit growth in recent years, supported by digital technologies and institutional frameworks made possible by the government. The ease of doing business in India has significantly increased for domestic and foreign firms due to considerable advancements in culture and the government outlook. Due to ongoing changes in the areas of lowering trade barriers, easing FDI regulations, and deregulation, India's services sector is poised to grow at a healthy rate in the coming years. Over the next 10 years, the National Digital Health Blueprint can unlock the incremental economic value of over $200 billion for the healthcare industry in India. India’s digital economy is estimated to reach $1 trillion by 2025. The implementation of the Goods and Services Tax (GST) has created a common national market and reduced the overall tax burden on goods. It is expected to reduce costs in the long run on account of the availability of GST input credit, which will result in a reduction in the prices of services. India's software service industry is expected to reach $1 trillion by 2030.

Pros and strengths

Quality assurance, quality certification and compliance: Its Quality Assurance (QA) team is dedicated to ensuring the performance standards for the developments made by its software development team. It creates comprehensive, end-to-end test cases and conduct thorough examinations in both sandbox and production environments. Any bugs identified during testing are promptly reported back to the development team for refinement and redevelopment, ensuring that the final product delivers a seamless user experience. Its rigorous quality control and assurance processes have earned it several certifications, including it holds several quality certifications including IS 27001:2022 for Providing Professional IT Service Software Development, Website Development, Mobile Application Development. It is also CMMI Maturity level - 3 certified for providing IT and Marketing Services and PCI DSS compliance certified following the successful completion of an information security assessment, ensuring the secure handling of payment and customer data. Further, it also follows OWASP security guidelines to ensure its applications are protected against common online threats and vulnerabilities.

Clients in international market: The company primarily serves international markets, with a strong client base across the UAE, USA, Australia, and Puerto Rico. The company delivers tailored loyalty solutions that meet the unique needs of each region, showcasing its global reach and expertise across diverse industries.

Comprehensive loyalty solutions: One of the core strengths of the company is its ability to deliver a comprehensive, end-to-end loyalty management platform that caters to the diverse needs of mid-sized commercial banks, consumer-facing FinTechs, eCommerce platforms, and retail brands. Provides both customizable and ready-to-use program models, including point-based rewards, event-triggered campaigns, cashback systems, purchase-linked promotions, and digital vouchers. The platform is built to be flexible and efficient, making it easy to connect with a company’s existing systems. It leverages its industry-specific expertise to offer tailored solutions across various business verticals, industries.

Risks and concerns

Dependence on continuous innovation and timely product development for business growth: Its ability to maintain and grow its business depends significantly on the continuous development, innovation, and timely delivery of its loyalty platform, products, and solutions. If it fails to enhance its offerings in a cost-efficient and timely manner, or if its solutions do not meet customer expectations in terms of functionality, performance, or user experience, it may lose existing clients and fail to attract new ones. This could adversely affect its reputation, competitive position, business operations, cash flows, and overall financial condition. Rapid technological changes, evolving market demands, or delays in development cycles may further increase this risk.

Risk from concentration of sales in certain Indian states: It generates its majority of the sales from domestic market of which major portion of sales from its operations is generated from certain geographical regions especially, Telangana, Haryana, Uttar Pradesh, Maharashtra, Punjab, Tamil Nadu, Rajasthan, New Delhi, Karnataka and minority portion of sales is from international market. Any adverse developments affecting its operations in these regions could have an adverse impact on its revenue and results of operations. Currently majority of its sales is derived from the state of Telangana, Haryana, Uttar Pradesh, Maharashtra, Punjab, Tamil Nadu, Rajasthan, New Delhi and Karnataka. For the period ended September 30, 2025 and financial years ended March 31, 2025, 2024 and 2023 on the basis of Restated Financial Statements, its sales were Rs 7,140.87 and Rs 10,462.47 lakh, Rs 7,329.18 lakh and Rs 5,959.41 lakh which constitutes 99.04% and 97.82%, 91.16%, 81.70% respectively of the revenue from operations.

Risks associated with expansion into new products and business verticals: It may face challenges in inspecting and controlling quality, regulatory requirements, handling, storage and delivery of its products. It may also need to price aggressively in its product categories to retain and attract consumers, which may not be possible in instances where a product manufacturer imposes restrictions on its ability to offer such products at a discount and which would adversely affect its gross margins. It may also make substantial investments in launching such new products on its platform. Expansion of its offerings or business verticals may also strain its management and operational resources. It may also be difficult for it to achieve profitability with new products and as a result, its profit margins may be lower than it anticipates, which would adversely affect its results of operations. It cannot assure that it will be able to recover it investments in introducing any new products or that any such new products will be successful by any measure.

Outlook

Novus Loyalty is a technology-driven company offering loyalty and rewards solutions tailored for industries such as Fintech, E-commerce, software, Finance, Banking, FMCG and Real Estate. Focused on enhancing customer engagement, retention, and acquisition, the company has developed a modern, scalable loyalty platform using the latest technology stack. This platform delivers comprehensive, data-driven solutions that help enterprises build meaningful relationships with their customers. It provides both customizable and ready-to-use program models, including point-based rewards, event-triggered campaigns, cashback systems, purchase-linked promotions, and digital vouchers. On the concern side, a majority of its revenues are derived from a limited number of industry verticals. Customers in the Fintech, Finance, and E-commerce sectors have contributed significantly to its revenue from operations. Any decline in demand for services within these key verticals could negatively impact its revenues and materially adversely affect its business, results of operations, financial condition, and cash flows. Moreover, the company has not entered into any long-term contracts with its customers. Inability to maintain regular order flow would adversely impact its revenues and profitability.

The company is coming out with a maiden IPO of 41,20,000 equity shares of face value of Rs 10 each. The issue has been offered in a price band of Rs 139-146 per equity share. The aggregate size of the offer is around Rs 57.27 crore to Rs 60.15 crore based on lower and upper price band respectively. On performance front, the revenue from operations for FY25 stood at Rs 10,462.47 lakh whereas in FY24 it was Rs 7,329.18 lakh representing an increase of 42.75%. Moreover, profit after tax for the period ended March 31, 2025, stood at Rs 358.48 lakh and for the year ended March 31, 2024 it was Rs 296.24 lakh representing an increase of 21.01%.

The company intends to enhance existing products and development of new products which includes Pearl Perks - Employee & Partner Incentives and RubE- Com - E-commerce Loyalty platform. Going forward, it aims to fostering regular and transparent communication with its clients, it can better understand their evolving needs, preferences, and business goals. This enables it tailor its services more effectively and ensure the timely, accurate delivery of quality solutions that meet or exceed expectations. Further, it intends to associate itself with corporate and quality customers and provide services to their utmost satisfaction. It is highly conscious about its brand image and intend to have its brand building exercise by providing quality services to the satisfaction of the customers.

Revenue reduced marginally to stand at Rs. 0.00 millions during the quarter ended March 2026. The figure stood at Rs. 0.00 millions during the year-ago period.The Net Loss for the quarter ended March 2026 is Rs. -1.60 millions as compared to Net Profit of Rs. 3.40 millions of corresponding quarter ended March 2025 Operating profit Margin for the quarter ended March 2026 improved to -1.40% as compared to -1.80% of corresponding quarter ended March 2025

(Rs. in Million)

	Quarter ended			Year to Date			Year ended
	202603	202503	% Var	202603	202503	% Var	202603	202503	% Var
Sales	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Other Income	0.50	0.10	400.00	0.80	0.40	100.00	0.80	0.40	100.00
PBIDT	-1.40	-1.80	-22.22	-8.80	-8.60	2.33	-8.80	-8.60	2.33
Interest	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
PBDT	-1.40	3.30	-142.42	122.10	5.70	2042.11	122.10	5.70	2042.11
Depreciation	0.00	-0.10	0.00	0.30	2.10	-85.71	0.30	2.10	-85.71
PBT	-1.40	3.40	-141.18	121.80	3.60	3283.33	121.80	3.60	3283.33
TAX	0.20	0.00	0.00	0.20	0.00	0.00	0.20	0.00	0.00
Deferred Tax	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
PAT	-1.60	3.40	-147.06	121.60	3.60	3277.78	121.60	3.60	3277.78
Equity	88.63	88.63	0.00	88.63	88.63	0.00	88.63	88.63	0.00
PBIDTM(%)	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

The revenue zoomed 15.78% to Rs. 14664.90 millions for the quarter ended March 2026 as compared to Rs. 12666.20 millions during the corresponding quarter last year.Net Profit witnessed a 314.35% growth almost the double from Rs. 326.90 millions to Rs. 1354.50  millions  of same quarter last year.Operating Profit saw a handsome growth to 2202.00 millions from 879.50 millions in the quarter ended March 2026.

(Rs. in Million)

	Quarter ended			Year to Date			Year ended
	202603	202503	% Var	202603	202503	% Var	202603	202503	% Var
Sales	14664.90	12666.20	15.78	57286.00	46125.80	24.20	57286.00	46125.80	24.20
Other Income	252.60	256.10	-1.37	1073.90	837.00	28.30	1073.90	837.00	28.30
PBIDT	2202.00	879.50	150.37	5740.20	4848.70	18.39	5740.20	4848.70	18.39
Interest	73.60	62.00	18.71	274.70	167.20	64.29	274.70	167.20	64.29
PBDT	2135.30	817.50	161.20	5425.80	4681.50	15.90	5425.80	4681.50	15.90
Depreciation	336.50	317.50	5.98	1374.60	1256.40	9.41	1374.60	1256.40	9.41
PBT	1798.80	500.00	259.76	4051.20	3425.10	18.28	4051.20	3425.10	18.28
TAX	444.30	173.10	156.67	1001.30	916.90	9.20	1001.30	916.90	9.20
Deferred Tax	10.10	69.30	-85.43	66.20	69.20	-4.34	66.20	69.20	-4.34
PAT	1354.50	326.90	314.35	3049.90	2508.20	21.60	3049.90	2508.20	21.60
Equity	458.70	458.70	0.00	458.70	458.70	0.00	458.70	458.70	0.00
PBIDTM(%)	15.02	6.94	116.24	10.02	10.51	-4.68	10.02	10.51	-4.68

The revenue zoomed 5.56% to Rs. 2314.70 millions for the quarter ended March 2026 as compared to Rs. 2192.74 millions during the corresponding quarter last year.The Net Loss for the quarter ended March 2026 is Rs. -109.43 millions as compared to Net Loss of Rs. -180.74 millions of corresponding quarter ended March 2025 Operating profit Margin for the quarter ended March 2026 improved to 69.60% as compared to -73.50% of corresponding quarter ended March 2025

(Rs. in Million)

	Quarter ended			Year to Date			Year ended
	202603	202503	% Var	202603	202503	% Var	202603	202503	% Var
Sales	2314.70	2192.74	5.56	9059.51	8957.88	1.13	9059.51	8957.88	1.13
Other Income	31.56	30.75	2.63	174.54	157.73	10.66	174.54	157.73	10.66
PBIDT	69.60	-73.50	-194.69	-207.57	-50.65	309.81	-207.57	-50.65	309.81
Interest	47.89	80.94	-40.83	245.37	324.82	-24.46	245.37	324.82	-24.46
PBDT	21.71	-154.44	-114.06	-452.94	-375.47	20.63	-452.94	-375.47	20.63
Depreciation	159.56	133.35	19.66	581.23	513.52	13.19	581.23	513.52	13.19
PBT	-137.85	-287.79	-52.10	-1034.17	-888.99	16.33	-1034.17	-888.99	16.33
TAX	-28.42	-107.05	-73.45	-746.11	-342.42	117.89	-746.11	-342.42	117.89
Deferred Tax	-28.42	-107.05	-73.45	-746.11	-342.42	117.89	-746.11	-342.42	117.89
PAT	-109.43	-180.74	-39.45	-288.06	-546.57	-47.30	-288.06	-546.57	-47.30
Equity	212.20	212.20	0.00	212.20	212.20	0.00	212.20	212.20	0.00
PBIDTM(%)	3.01	-3.35	-189.70	-2.29	-0.57	305.24	-2.29	-0.57	305.24