Novus Loyalty Limited shareholders unanimously approved three special resolutions at an Extra Ordinary General Meeting (EGM) held on September 3, 2026. The scrutinizer’s report confirms 100% assent for the increase in authorised capital, the new employee stock option plan, and the establishment of a Dubai subsidiary.

The meeting was held at the company’s registered office in Gurugram, commencing at 4:00 pm and concluding at 5:00 pm. Mr. Deepak Tomar, Managing Director, chaired the session. The proceedings were conducted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the requisite quorum was present as per the Companies Act, 2013.

Voting Results

M/s. Mohit Singla & Associates, appointed as scrutinizer, reported that all three special resolutions were passed with 100% of votes cast in favour. Remote e-voting was conducted from August 31, 2026, to September 2, 2026, via KFin Technologies Limited. The cut-off date for voting eligibility was August 27, 2026.

A total of 1,08,94,187 votes were cast in favour across all items by two shareholders. No dissenting or invalid votes were recorded. The total number of shareholders as on the cut-off date was 523, holding 1,55,50,200 shares.

Capital Restructuring

Shareholders approved an increase in the authorised share capital from ₹18 crore (1.8 crore equity shares of ₹10 each) to ₹21 crore (2.1 crore equity shares of ₹10 each). This involves the creation of 30 lakh additional equity shares, which will rank pari passu with existing shares. The Memorandum of Association has been altered accordingly to reflect this change.

Employee Stock Option Plan

The EGM approved the Novus Loyalty Employment Stock Option Plan 2026. Under this plan, the company can issue up to 15 lakh stock options to eligible employees and directors, excluding independent directors. These options may be offered in one or more tranches at prices and terms determined by the Board of Directors. Shares issued upon exercise will rank pari passu with existing equity shares.

International Expansion

Members consented to the establishment of a wholly owned subsidiary in Dubai, United Arab Emirates. This move aims to carry on business activities considered beneficial to the company, subject to approvals from the Reserve Bank of India and other relevant statutory authorities. The Board is authorised to determine the final jurisdiction, capital structure, and investment details.

Meeting Details

The voting results and scrutinizer's report have been submitted to the BSE.

Novus Loyalty has signed a term sheet to acquire up to 80.87% stake in AutoPe Payment Solutions Limited for an aggregate equity valuation of ₹130 crore on a fully diluted basis. The deal was announced on August 31, 2026.

Deal at a glance

The following table summarises the key parameters of the proposed transaction:

Transaction overview

Through this agreement, Novus Loyalty is set to become a majority stakeholder in AutoPe Payment Solutions Limited. The transaction is intended to support strategic growth, business expansion, and operational synergies. It does not constitute a related party transaction and is proposed to be undertaken at arm’s length.

The acquisition will be implemented in tranches. The first tranche is targeted for completion via a definitive Share Purchase Agreement, with the balance stake expected to be acquired within approximately 10 months. The deal is subject to due diligence, statutory and regulatory approvals, and approval by the Board of Directors and shareholders.

Consideration will be discharged through cash, based on the ₹130 crore aggregate equity valuation. This implies an aggregate consideration of approximately ₹105.13 crore for the 80.87% stake being acquired.

Target financials

AutoPe operates in the fintech payment solutions sector in India. The table below outlines its financial performance for the last three fiscal years:

What the Numbers Show

AutoPe’s revenue from operations grew from ₹44.85 crore in FY 2022-23 to ₹62.10 crore in FY 2024-25, reflecting consistent top-line expansion. Concurrently, cash and bank balances surged from ₹7.57 crore to ₹39.40 crore over the same period, indicating strong liquidity accumulation alongside revenue growth.