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.

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.