Novus Loyalty Plans 929,500-Share Swap for AutoPe Stake

Novus Loyalty Ltd will consider a proposed stake acquisition in AutoPe Payment Solutions Limited on 9 November 2026 through a share swap involving the issue and allotment of 929,500 equity shares. The proposed acquisition, previously indicated at up to 80.87% for about ₹105.13 crore, still requires due diligence, definitive agreements and approvals.

What will Novus Loyalty's board consider on 9 November?

Novus Loyalty's board is scheduled to meet on 9 November 2026 to consider and approve the proposed acquisition of a stake in AutoPe through a share swap arrangement. The meeting is scheduled for 12:30 p.m. at the company's registered office in Gurugram, Haryana, according to the disclosed board-meeting intimation.

The board will consider the issuance and allotment of 929,500 Novus Loyalty equity shares as part of the transaction. It will also consider the share-swap ratio, valuation, execution of definitive agreements and other consequential matters. These items are material because they will determine the final structure of the equity-funded portion of the proposed acquisition.

The company had earlier informed the stock exchange about the transaction through a board meeting dated 31 August 2026. The latest intimation moves the proposal towards decisions on transaction documentation and the shareholder-approval process, but it does not confirm that the acquisition has been completed.

How is the proposed AutoPe transaction structured?

The proposed transaction involves an acquisition of up to 80.87% of AutoPe Payment Solutions Limited, based on an indicated equity valuation of ₹130 crore for the whole company. At that valuation, the proposed stake implies consideration of approximately ₹105.13 crore.

Novus Loyalty has proposed to use a share swap for part of the consideration, with 929,500 new equity shares contemplated in the board notice. The notice does not state the final swap ratio, issue price or final dilution arising from these shares. Those details remain subject to the board's consideration, valuation and the definitive agreements.

Management has separately indicated that about 20% of the planned purchase consideration may be funded through a share swap. It also referred to around ₹40 crore from internal accruals and potentially initial public offering proceeds, with a further ₹40 crore to ₹45 crore payable in June 2027 depending on market conditions. This is a stated funding plan, not confirmation of completed financing.

Why does Novus Loyalty need shareholder approval?

Novus Loyalty will consider convening an Extra-Ordinary General Meeting, or EGM, to seek members' approval for the proposed acquisition and the equity issuance. The company has said the shares may be issued and allotted on a preferential basis, as applicable.

The transaction remains subject to statutory, regulatory and shareholder approvals. The EGM, if convened, would give shareholders the opportunity to vote on the proposed equity issuance and acquisition-related matters placed before them. The board-meeting notice does not provide an EGM date, record date or the final resolutions that may be presented to members.

The approvals are relevant because the transaction uses new Novus Loyalty shares rather than only cash consideration. Existing shareholders' percentage ownership may be diluted when new shares are issued, although the final impact cannot be calculated from the disclosed information because the issue price and the company's relevant pre-issue share base are not provided.

What is the background to the AutoPe acquisition proposal?

Novus Loyalty first disclosed the proposed AutoPe transaction through a board meeting dated 31 August 2026. The company later stated that it had entered into a term sheet for the acquisition of up to 80.87% of AutoPe, subject to due diligence, definitive agreements and applicable approvals.

AutoPe is described by Novus Loyalty as a business that could add transit-payment capabilities to its loyalty platform. Management also referred to pursuing a prepaid payment instrument, or PPI, licence as part of its broader payments strategy. Neither the board notice nor the related disclosures confirm the grant of a PPI licence.

During the H1 FY27 management call, Novus Loyalty said AutoPe was debt-free and had generated profit year on year for the preceding four years. Management also said the transaction was underway and expected completion within six months. However, the company did not disclose final closing conditions or a precise completion date in the information provided.

What does the proposed share swap mean for investors?

For investors, the immediate focus is the board's decision on the swap ratio, valuation and definitive agreements because these factors will establish the economic terms of the 929,500-share issuance. Until those terms are disclosed, the precise value assigned to the shares and the extent of dilution cannot be determined.

The proposed transaction would broaden Novus Loyalty's exposure to payment-related operations if it is completed. But the acquisition remains conditional on due diligence and approvals, and the company has not announced the final consideration structure. Investors therefore have a disclosed proposal rather than a completed acquisition.

The planned EGM is also a key next procedural step. Shareholders will need to evaluate the transaction materials when they are issued, including the proposed preferential allotment terms, valuation support and the final acquisition agreements, if these are placed before the meeting.

Conclusion

Novus Loyalty is moving its proposed AutoPe acquisition toward board consideration, with 929,500 new shares identified for a potential share-swap component. The proposed purchase of up to 80.87% of AutoPe is indicated at approximately ₹105.13 crore, but the transaction remains subject to due diligence, definitive documentation and statutory, regulatory and shareholder approvals.

The next disclosed event is the 9 November 2026 board meeting, where Novus Loyalty is expected to consider the valuation, swap ratio, definitive agreements and an EGM. Investors should watch for the board outcome and any subsequent shareholder notice, which may provide the final terms of the share issue and acquisition.