Novus Loyalty Limited disclosed related party transactions totaling ₹1,50,06,153 for the financial year ended March 31, 2026, pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transactions, which include remuneration for directors and senior management as well as rent for corporate office space, were conducted in the ordinary course of business on an arm's length basis. The Audit Committee approved these transactions during a meeting held on August 20, 2026.

Breakdown of Transactions

The disclosure details payments made to key managerial personnel and the Managing Director. The largest component of the related party transactions was the remuneration paid to Mr. Deepak Tomar, the Managing Director, totaling ₹50,00,000. Additionally, the company paid ₹52,50,000 as rent for the corporate office to Mr. Deepak Tomar.

Audit Committee Approval

The company stated that all transactions were carried out in the ordinary course of business and were on an arm's length basis. The Audit Committee of the company approved these transactions in its meeting held on August 20, 2026. The disclosure was submitted to the BSE SME on May 29, 2026, by Vibhore Rastogi, the CFO and Compliance Officer.

Novus Loyalty Limited has received a compliant secretarial audit report for the financial year ended March 31, 2026, confirming adherence to applicable statutory provisions and good corporate practices. The audit, conducted by Mohak Jain & Co., evaluated the company's corporate conduct and statutory compliances based on a verification of books, papers, minute books, and returns filed. The report confirms that the company has proper board processes and compliance mechanisms in place.

The audit examined compliance with various legislations, including the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, and the Depositories Act, 1996. It also reviewed adherence to regulations prescribed under the Securities and Exchange Board of India (SEBI) Act, 1992, such as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the company complied with specific laws identified by management, including the Information Technology Act, 2000, and the Central Goods and Services Tax Act, 2017.

A significant development during the period was the listing of the company's equity shares on the Bombay Stock Exchange, effective March 25, 2026. Consequently, the company became a listed entity, and provisions of the SEBI Act and other laws governing listed companies became applicable. The report noted that post-listing, the Corporate Identification Number (CIN) status on the Ministry of Corporate Affairs (MCA) portal continued with the prefix "U" instead of "L". Management informed the auditors that the necessary steps to update the CIN status with the Registrar of Companies are under process.

During the year under review, the company appointed several directors to its board in compliance with the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. The board is duly constituted with a proper balance of executive, non-executive, and independent directors. Changes to the board composition were carried out in compliance with the Act.

The audit confirmed that adequate systems and processes are in place to monitor and ensure compliance with applicable laws, rules, and regulations. The company responded appropriately to notices received from statutory and regulatory authorities, initiating corrective measures where necessary. No other specific events or actions having a major bearing on the company's affairs were reported.