Key Board Approvals:

1. Employee Stock Option Plan 2026

  • The Board approved the adoption of the "Novus Loyalty Employee Stock Option Plan 2026" (ESOP 2026) based on the recommendation of the Nomination and Remuneration Committee.
  • The plan is in accordance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
  • Approval is subject to shareholder approval and other regulatory/statutory approvals.
  • Total number of shares covered: 15,00,000 Equity Shares.
  • Options may be exercised within a period not earlier than 1 year and not later than 8 years from the date of grant.
  • Other terms including pricing formula, vesting, exercise, and diluted EPS are stated to be "As per Policy".

2. Increase in Authorised Share Capital

  • The Board approved increasing the Authorised Share Capital from ₹18,00,00,000 (Rupees Eighteen Crore) to ₹21,00,00,000 (Rupees Twenty-One Crore).
  • This increase is subject to shareholder approval by Ordinary Resolution and consequential amendment to the Memorandum of Association.

3. Extra-Ordinary General Meeting

  • The Board approved the draft Notice for convening an EGM to obtain shareholder approval for the above matters.
  • The EGM is scheduled for Thursday, 3rd September 2026.
  • Mohit Singla & Associates, Practicing Company Secretary (Membership No.: 12915) was appointed as Scrutinizer for the e-voting process.

4. Appointment of Independent Director

  • The Board approved the appointment of Mr. Ashish Kumar (DIN: 09668119) as Non-Executive, Independent Director effective 3rd August 2026 for a term of five years.
  • He confirmed not being debarred from holding director office by SEBI or any other authority.
  • Mr. Kumar currently serves as an Independent Director in 2 other listed companies.
  • He meets the independence criteria under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations.

5. Incorporation of Dubai Subsidiary

  • The Board approved the incorporation of a wholly-owned subsidiary company in Dubai to support business growth and expansion.
  • The subsidiary will be incorporated in the United Arab Emirates (Dubai).
  • Specific details including name, industry, line of business, consideration, cost, and shareholding percentage are yet to be decided.
  • Governmental or regulatory approvals required for incorporation are yet to be decided.