Novus Loyalty Limited to consider 929,500-share AutoPe swap

Novus Loyalty Limited will consider on 9 November 2026 acquiring a stake in AutoPe Payment Solutions Limited through a share swap involving the proposed issuance of 929,500 equity shares. The board must also consider the swap ratio, valuation and definitive agreements, which the 5 November 2026 filing does not disclose as approved.

What will Novus Loyalty consider on 9 November 2026?

Novus Loyalty will hold a board meeting at 12:30 p.m. on Monday, 9 November 2026, to consider and approve the proposed acquisition of a stake in AutoPe Payment Solutions through a share swap arrangement. The meeting is scheduled at Novus Loyalty's registered office at 727, Udyog Vihar, Phase V, Gurugram, Haryana 122016, according to its 5 November 2026 exchange intimation.

The agenda covers more than the proposed acquisition itself. Novus Loyalty said directors will consider the issuance and allotment of 929,500 equity shares, the share swap ratio, valuation, execution of definitive agreements and other consequential matters. The filing presents these as items for board consideration on 9 November rather than as transaction terms that have already received approval.

Novus Loyalty linked the proposal to an earlier stock-exchange intimation associated with a board meeting dated 31 August 2026. Its latest notice provides the next disclosed decision date, 9 November 2026, and identifies the share issue of 929,500 equity shares as part of the proposed acquisition structure.

How many shares would Novus Loyalty issue for AutoPe Payment Solutions?

Novus Loyalty has proposed issuing and allotting 929,500 equity shares under the AutoPe Payment Solutions share swap arrangement. This is the only specific consideration figure in the 5 November 2026 notice, and it is expressed as Novus Loyalty equity shares rather than as cash consideration.

The filing does not state how many AutoPe Payment Solutions shares would be exchanged for the proposed 929,500 Novus Loyalty shares. It also does not disclose the percentage stake that Novus Loyalty would acquire. Those missing details mean the stated share count cannot establish the ownership interest to be obtained from the notice alone.

Novus Loyalty also has not disclosed an equity value, enterprise value or rupee consideration for AutoPe Payment Solutions. Its board is due to consider the valuation and share swap ratio on 9 November 2026, alongside the proposed share issuance, so the notice provides no basis for calculating a transaction value.

The proposed 929,500-share issue is therefore more specific than the economic exchange terms. Novus Loyalty has identified the instrument to be issued, but not the final ratio at which its shares would be exchanged or the valuation supporting that ratio.

Which approvals would the AutoPe Payment Solutions transaction need?

Novus Loyalty says the proposed acquisition, the definitive agreements and the share issuance would be subject to requisite statutory, regulatory and shareholders' approvals. The 5 November 2026 notice does not identify individual regulators, approval thresholds or conditions, but it expressly indicates that board action would not be the only stated step.

The board will also consider convening an Extra-Ordinary General Meeting, or EGM, to seek members' approval for the proposed acquisition through the share swap arrangement. The potential EGM would also seek approval for the issuance and allotment of equity shares on a preferential basis, where applicable.

Novus Loyalty made the meeting notice under Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, known as the SEBI LODR Regulations. It said decisions taken at the 9 November 2026 meeting would be disclosed to the stock exchange under the applicable SEBI LODR Regulations.

The shareholder step is contingent in the wording of the notice because directors are to consider convening the EGM. No EGM date, record date, voting timetable or shareholder notice has been disclosed in the 5 November filing.

What does Novus Loyalty's filing leave unresolved?

Novus Loyalty has not disclosed the intended stake percentage, final share swap ratio, valuation or definitive agreement terms for the AutoPe Payment Solutions proposal. These are material elements of the proposed share swap, and the filing lists the ratio, valuation and agreements for the board's 9 November 2026 consideration.

The notice also contains no expected completion date or timetable for statutory, regulatory and shareholder approvals. It does not describe AutoPe Payment Solutions' operations, financial performance or capital structure, and it does not name the parties from whom Novus Loyalty would acquire the stake.

Novus Loyalty has described the consideration mechanism as a share swap and the proposed allotment as 929,500 equity shares. However, it has not stated whether the issuance would occur only after the EGM, how any applicable preferential-basis process would operate, or whether further transaction conditions would be included in definitive agreements.

The company has identified its next disclosure point as the outcome of the 9 November 2026 board meeting. It said the required exchange disclosure on decisions taken would also be made available on its website, leaving that outcome as the next stated source of information on the proposal.

Conclusion

Novus Loyalty has set out a proposed 929,500-equity-share consideration mechanism for a stake acquisition in AutoPe Payment Solutions, while leaving the transaction's valuation, exchange ratio and stake size unresolved. Relative to the 31 August 2026 earlier intimation, the 9 November 2026 meeting is the disclosed event at which directors are due to consider those terms and related agreements.

The next item to watch is Novus Loyalty's post-meeting disclosure on 9 November 2026, including whether the board approves the proposed share swap terms and decides to convene an EGM. The filing also identifies statutory, regulatory and shareholder approvals as possible subsequent steps, without giving dates or conditions for them.