Novus Loyalty to buy 80.87% AutoPe in ₹105 cr term sheet

Deal announcement and what it means

Novus Loyalty Limited, a micro cap company in the Computers - Software & Consulting space, has signed a term sheet to acquire a majority stake in AutoPe Payment Solutions Limited. The company disclosed that it intends to buy up to 80.87% of AutoPe, an India-based fintech focused on payment solutions. Novus Loyalty said the proposed transaction is aimed at supporting strategic growth, business expansion, and operational synergies. The deal is structured as a cash consideration and is planned to be executed in tranches. The announcement places Novus Loyalty more directly in the fintech and digital payments landscape, beyond its core loyalty solutions focus.

Key terms of the proposed acquisition

The term sheet sets an aggregate equity valuation of ₹130 crore for AutoPe on a 100% fully diluted basis. Based on that valuation, the consideration for up to 80.87% is approximately ₹105.13 crore. Novus Loyalty noted that the final consideration will be subject to due diligence and the finalisation of terms with individual selling shareholders. The acquisition does not constitute a related party transaction and is proposed to be undertaken at arm’s length. Completion will also depend on statutory and regulatory approvals, as well as approval by Novus Loyalty’s Board of Directors and shareholders.

Tranche-based structure and timeline

Novus Loyalty plans to implement the acquisition in tranches rather than a single closing. The first tranche is targeted to be completed through a definitive Share Purchase Agreement. For the remaining stake, the company indicated a target of completing it within approximately 10 months. This timeline is explicitly tied to due diligence and the execution of definitive agreements. For investors, the staged structure matters because the transaction economics and closing schedule depend on multiple conditions being met over time.

AutoPe’s financial snapshot disclosed with the deal

Alongside the term sheet disclosure, Novus Loyalty shared key financial numbers for AutoPe. AutoPe reported revenue of ₹62.10 crore and profit after tax (PAT) of ₹13.60 crore in FY 2024-25. These figures provide a starting point for assessing the target’s scale in the domestic payments market. Beyond this, Novus Loyalty described AutoPe as operating primarily in India and focused on payment solutions.

Novus Loyalty’s business context

Novus Loyalty operates in the software and consulting industry and focuses on loyalty solutions. The company was initially incorporated as “Clavax Technologies Private Limited” on June 24, 2011, as per details cited from the Registrar of Companies, National Capital Territory of Delhi and Haryana. The name was later changed to “Novus Loyalty Private Limited” on September 06, 2024. The AutoPe term sheet, if executed as planned, would take the company into a closer adjacency with payments, a segment that often overlaps with consumer rewards and redemption ecosystems.

Loyalty network expansion referenced in the roadmap

Separately, the company referenced enabling IRCTC and Delhi Metro Sarthi redemptions under Central Bank of India’s Cent Rewardz programme. It said this was intended to drive engagement and redemption velocity and forms part of its FY26-27 roadmap to expand an everyday-use network. This detail is relevant because payments and loyalty infrastructure can intersect at the product and distribution level. Still, Novus Loyalty has not provided quantified targets for this roadmap in the material shared.

Shareholding details cited in the company snapshot

The article information also highlighted key holdings in Novus Loyalty. Deepak Tomar was identified as the promoter with the highest holding at 37.52%. Bengal Finance And Investment Pvt Ltd was cited as the highest public shareholder with 2.21%. These points help contextualise the ownership structure as the company moves towards a transaction that will require board and shareholder approvals.

Stock move referenced after the announcement

Market data included in the material showed Novus Loyalty trading at ₹224.00, up ₹5.70 or 2.61%. The reference points to investor attention following the term sheet disclosure, though the company has not disclosed the expected financial impact of the acquisition on Novus Loyalty’s own results. With the transaction still at the term sheet stage, subsequent updates will likely depend on due diligence progress and the signing of definitive agreements.

Summary table: announced deal parameters

Corporate actions around the same period

Novus Loyalty also called an EGM for September 3, 2026. Items listed included ratification of a ₹3 crore increase in authorised share capital to ₹21 crore, approval for the Novus Loyalty Employee Stock Option Plan 2026 covering 15 lakh shares, and incorporation of a wholly-owned subsidiary in Dubai. While these items are separate from the AutoPe term sheet, they indicate corporate activity requiring shareholder decisions during the same period.

Why the term sheet matters for investors

A term sheet signals intent, but it is not the same as a completed acquisition. In this case, Novus Loyalty has tied closing to due diligence, definitive agreements, and multiple approval layers. The combination of a tranche structure, a stated 10-month timeline for the balance stake, and cash consideration makes the execution path a key factor to watch. The next concrete milestone disclosed by the company is the signing of definitive agreements for the first tranche, followed by regulatory and shareholder processes.

Conclusion

Novus Loyalty’s term sheet to acquire up to 80.87% of AutoPe at a ₹130 crore fully diluted valuation is a significant strategic step for a micro cap loyalty solutions player. The proposed consideration of about ₹105.13 crore, paid in cash and executed in tranches, keeps the deal firmly in the “subject to conditions” stage. Investors will track due diligence outcomes, the definitive Share Purchase Agreement for the first tranche, and the approvals required from regulators, the board, and shareholders. The company has indicated a target of completing the remaining stake within approximately 10 months, subject to these steps.