Novus Loyalty has accepted the resignation of Rajesh Sureka as an Independent Director, effective from the close of business hours on August 04, 2026. The departure is attributed to personal and professional commitments, with Sureka confirming that there are no other material reasons for his exit. This change impacts the composition of key board committees, requiring the company to appoint replacements to maintain regulatory compliance and governance standards.

The resignation was filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part A of Schedule III of the Listing Regulations. The filing also references SEBI master circular HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. The Company Secretary and Compliance Officer, Aditi Pardal (Mem. No.: 33216), signed the intimation to BSE Limited on August 05, 2026.

Committee Roles Ceased

Consequent to his resignation from the Board, Rajesh Sureka ceases to hold the following positions effective August 04, 2026:

• Chairman of the Audit Committee
• Member of the Nomination and Remuneration Committee
• Member of the Stakeholders Relationship Committee

Resignation Details

In his resignation letter dated August 04, 2026, Sureka thanked the Board of Directors, management, and colleagues for their support during his tenure. He requested that the company complete all necessary statutory filings and regulatory compliances, including intimations to the Registrar of Companies and stock exchanges.

The company disclosed that Sureka does not hold directorships in any other listed entities. The filing includes the letter of resignation as Annexure II and the requisite disclosure under Regulation 30 as Annexure I.

Novus Loyalty has approved the "Novus Loyalty Employee Stock Option Plan 2026" and appointed Ashish Kumar as a Non-Executive, Independent Director following its Board meeting on August 3, 2026. The Board also increased the authorized share capital from ₹18 crore to ₹21 crore and approved the incorporation of a wholly-owned subsidiary in Dubai to support international expansion. These strategic moves aim to incentivize employees through equity participation while strengthening governance and global operational capabilities.

The meeting, held at the company’s registered office in Gurugram, concluded with the approval of an Extraordinary General Meeting (EGM) to be convened on September 3, 2026, for shareholder ratification of these matters. Mohit Singla & Associates was appointed as the scrutinizer for the e-voting process. The disclosures were made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026.

Key Board Approvals

The Board’s decisions encompass talent retention, capital structure adjustment, and leadership expansion. The ESOP scheme covers 15 lakh equity shares, with vesting periods ranging from one to eight years from the date of grant. This aligns employee interests with long-term shareholder value creation. Concurrently, the appointment of Ashish Kumar brings additional independent oversight to the Board, replacing outgoing directors.

Leadership and Governance

Ashish Kumar, holding DIN 09668119, was appointed effective August 3, 2026, for a term of five consecutive years based on the recommendation of the Nomination and Remuneration Committee. He meets the independence criteria under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. Currently serving as an Independent Director in two other listed companies, Mr. Kumar confirmed he is not debarred by SEBI or any other authority. His appointment follows the resignation of outgoing directors, ensuring continuity in governance.

Strategic Expansion and Capital Structure

The increase in authorized share capital to ₹21 crore provides the company with greater flexibility for future equity issuances without immediate shareholder approval for each tranche. This adjustment supports potential fundraising needs associated with the Dubai subsidiary setup and other corporate actions. The proposed subsidiary in the United Arab Emirates is intended to facilitate business growth in new markets, though specific operational details, cost of subscription, and regulatory approvals remain to be decided.

What the Numbers Show

The allocation of 15 lakh shares under the ESOP represents a significant commitment to employee retention, particularly as the company expands internationally. The modest ₹3 crore increase in authorized capital suggests that immediate large-scale dilution is not anticipated, preserving existing shareholder ownership percentages in the near term. The simultaneous focus on governance enhancement through an independent director appointment signals management’s intent to align structural robustness with growth ambitions.