Novus Loyalty has scheduled an Extraordinary General Meeting (EGM) for September 3, 2026, to seek shareholder approval for a ₹3 crore increase in authorized share capital, the launch of an employee stock option plan, and the establishment of a wholly-owned subsidiary in Dubai. The meeting will be held at the company’s registered office in Gurugram at 4:00 PM. These strategic initiatives aim to enhance financial flexibility for future fundraising, incentivize key talent through equity participation, and expand the company’s operational footprint into international markets.

The Board of Directors approved these resolutions during its meeting on August 3, 2026. The EGM notice, dated August 6, 2026, outlines three special resolutions for shareholder ratification. The disclosures were made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Aditi Pardal, Company Secretary & Compliance Officer, signed the intimation filed with BSE Limited on August 7, 2026.

Key Resolutions for Shareholder Approval

The EGM will focus on structural adjustments designed to support long-term growth. The authorized share capital will rise from ₹18 crore (1.80 crore equity shares of ₹10 each) to ₹21 crore (2.10 crore equity shares of ₹10 each), creating 30 lakh additional equity shares. This adjustment allows the company to issue further equity without seeking fresh approval for each tranche. Concurrently, shareholders will vote on the "Novus Loyalty Employee Stock Option Plan 2026," which covers up to 15 lakh equity shares for employees and directors, excluding independent directors. Vesting periods range from one to eight years.

Governance and International Strategy

The appointment of Ashish Kumar as a Non-Executive, Independent Director, effective August 3, 2026, was also noted in the broader board proceedings, strengthening governance oversight. His five-year term follows the recommendation of the Nomination and Remuneration Committee. The proposed Dubai subsidiary aims to serve as an overseas business platform, facilitating access to global customers and enhancing operational efficiency. The investment will comply with the Foreign Exchange Management Act, 1999, and relevant RBI guidelines. No directors or key managerial personnel have a financial interest in these resolutions beyond their existing shareholding.

What the Numbers Show

The modest ₹3 crore capital increase suggests that immediate large-scale dilution is not anticipated, preserving existing shareholder ownership percentages in the near term. However, the creation of 30 lakh additional authorized shares provides a buffer for future equity issuances linked to the Dubai expansion or other corporate actions. The allocation of 15 lakh shares under the ESOP represents a significant commitment to employee retention, aligning workforce incentives with the company’s international growth ambitions. Shareholders must act by September 3, 2026, to approve these structural changes.

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.