Novus Loyalty approves AutoPe share swap for 286,617 shares

Novus Loyalty Limited approved on November 9, 2026 a proposed share swap to acquire 286,617 equity shares of AutoPe Payment Solutions Limited at an agreed Rs 648.60 a share, with consideration to be met through a proposed preferential allotment of 929,500 Novus Loyalty shares, subject to shareholder, statutory and regulatory approvals.

What did Novus Loyalty approve on November 9, 2026?

Novus Loyalty approved the proposed acquisition of 286,617 AutoPe Payment Solutions equity shares through a share-swap arrangement on November 9, 2026. The board also approved the proposed share-swap ratio and valuation, authorised the execution of definitive agreements, and empowered directors to take the actions needed to implement the transaction, subject to the stated approvals.

The decision was taken at a board meeting held at 727 Udyog Vihar Phase-V, Gurugram, Haryana, which commenced at 12:30 p.m. and concluded at 1:20 p.m. The November 9 disclosure was made under Regulation 30 of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015.

The filing describes the 286,617 AutoPe Payment Solutions shares as a proposed acquisition of a stake, rather than an acquisition of the entire company. Novus Loyalty did not disclose the percentage stake represented by those shares, AutoPe Payment Solutions' total share capital, or any financial information about the target in the November 9 announcement.

How will Novus Loyalty pay for the AutoPe Payment Solutions shares?

Novus Loyalty proposes to pay with its own equity shares rather than cash, through a preferential issue for consideration other than cash. The approved structure contemplates issuing and allotting 929,500 Novus Loyalty equity shares in connection with the share swap for the 286,617 AutoPe Payment Solutions shares.

The annexure classifies the proposed security as equity shares and the issuance as a preferential issue. It says the proposal is being made in accordance with Sections 42 and 62 of the Companies Act, 2013, related rules, and Chapter V of the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018.

AutoPe Payment Solutions is identified in the preferential-issue disclosure as the investor. The filing states that the 929,500 shares are an approximate total and that their issue price remains subject to finalisation of the relevant date, so the November 9 announcement does not set a final price for the Novus Loyalty shares proposed to be allotted.

What changed from the August 31 proposal?

Novus Loyalty moved from an earlier proposal discussed at its August 31, 2026 board meeting to formal board approval on November 9, 2026. The company said the AutoPe Payment Solutions stake acquisition had been earlier intimated to the stock exchange as a proposed share-swap arrangement.

The November 9 board action added approval of the acquisition of 286,617 shares at the agreed Rs 648.60 value per AutoPe Payment Solutions share. It also covered the proposed swap ratio, valuation, execution of definitive agreements and consequential matters, whereas the filing characterises the August 31 matter as an earlier proposal.

The transaction has therefore advanced in board process, but it has not been reported as completed. The board approval on November 9 remains conditional on statutory, regulatory and shareholder approvals, and the source does not disclose a closing date for the acquisition or the preferential allotment.

What valuation has Novus Loyalty disclosed for the transaction?

Novus Loyalty disclosed an agreed value of Rs 648.60 for each of the 286,617 AutoPe Payment Solutions equity shares proposed to be acquired. Multiplying the disclosed share count by the agreed per-share value implies consideration of Rs 1.858997862 crore, although the company did not separately state that aggregate figure in the announcement.

The board approved the proposed share-swap ratio and valuation, but the numerical ratio is not contained in the disclosed text. The absence of that ratio, along with the pending issue price for 929,500 Novus Loyalty shares, means the filing does not provide a final exchange formula that readers can independently apply.

The relevant-date qualification matters because the preferential issue price has not been finalised as of November 9, 2026. The announcement also does not provide Novus Loyalty's pre-issue share capital, post-issue share capital or post-allotment ownership pattern, so the ownership effect of issuing 929,500 shares cannot be calculated from this filing.

Which approvals are still required before the share swap can proceed?

Novus Loyalty still requires shareholder, statutory and regulatory approvals before the proposed acquisition and preferential allotment can take effect. The board specifically approved convening an Extra-Ordinary General Meeting, or EGM, to seek member approval for the share-swap acquisition and the consequential preferential issue of equity shares.

The November 9 announcement does not specify the EGM date. Instead, the board authorised Managing Director Deepak Tomar to finalise the date and the relevant matters for calling the EGM, leaving the shareholder-vote timetable undisclosed at the time of the filing.

The annexure states that no cancellation or termination of the proposed issuance had been reported. That is a status disclosure only: the transaction remains proposed, and completion depends on the approvals identified by Novus Loyalty as well as the finalisation of the relevant date for the preferential issue price.

Conclusion

Novus Loyalty has progressed the AutoPe Payment Solutions transaction from the August 31, 2026 proposal stage to board approval on November 9, 2026. The approved framework covers 286,617 AutoPe Payment Solutions shares valued at Rs 648.60 each and consideration through an approximate 929,500-share preferential allotment by Novus Loyalty rather than a cash payment.

The next disclosed event is the EGM, whose date Deepak Tomar is authorised to finalise. Readers should watch for the EGM notice, the relevant date and final issue price for the 929,500 Novus Loyalty shares, definitive agreements, and the shareholder, statutory and regulatory approvals required before the proposed share swap is completed.