Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015

Nature of the Disclosure

Key Transaction Details

Target Entity: AutoPe Payment Solutions Limited

Industry: The target entity operates in the fintech/payment solutions industry.

Proposed Stake Acquisition: The Company proposes to acquire an aggregate stake of up to 80.87% of the equity share capital of AutoPe.

Valuation & Consideration: The acquisition is based on an aggregate equity valuation of AutoPe of Rs. 130,00,00,000 (Rupees One Hundred Thirty Crores) on a 100% fully diluted basis. This implies an aggregate consideration of approximately Rs. 105.13 Crores for the 80.87% stake. The consideration is intended to be discharged through cash consideration, payable pro-rated to the shares being acquired from each selling shareholder.

Transaction Structure: The acquisition is planned to be implemented in tranches. The first tranche is targeted for completion by way of a definitive Share Purchase Agreement, with the balance stake to be acquired within approximately 10 months.

Conditions Precedent: The term sheet is subject to customary conditions, including:

  • Completion of due diligence
  • Execution of definitive agreements
  • Statutory and regulatory approvals
  • Approval of the Board of Directors/Shareholders of Novus Loyalty Limited, as applicable

Related Party Status: The proposed acquisition does not constitute a Related Party Transaction. The promoter, promoter group, and group companies of Novus Loyalty do not have any interest in AutoPe. The transaction is proposed to be undertaken at arm's length.

Regulatory Approvals: The acquisition will be subject to receipt of applicable statutory, regulatory, and governmental approvals, including potential approvals under the SEBI (ICDR) Regulations, 2018 if any selling shareholder elects a share-swap component.

Stated Rationale: The acquisition is intended to support strategic growth, business expansion, and operational synergies, and is expected to strengthen the Company's overall business profile.

Financial Snapshot of AutoPe Payment Solutions Limited (Target)

The following financial data is drawn from AutoPe's audited financial statements for the last three financial years:

| Particulars (Rs. Crore) | FY 2022-23 | FY 2023-24 | FY 2024-25 | YoY Growth (FY24) | YoY Growth (FY25) |

| Revenue from Operations | 44.85 | 52.85 | 62.10 | +17.9% | +17.5% |

| Total Income | 44.89 | 53.39 | 63.52 | +18.9% | +19.0% |

| Profit Before Tax | 9.89 | 17.82 | 19.03 | +80.2% | +6.8% |

| Profit After Tax | 7.62 | 13.28 | 13.60 | +74.4% | +2.4% |

| Net Worth | 28.48 | 41.76 | 55.37 | +46.6% | +32.6% |

| Total Assets | 48.33 | 97.75 | 152.15 | +102.2% | +55.7% |

| Cash & Bank Balances | 7.57 | 15.35 | 39.40 | +102.8% | +156.7% |

Additional Notes

The disclosure notes that certain information has been presented generically due to commercial sensitivity and confidentiality obligations under the term sheet. The Company has committed to making further disclosures as required upon the execution of definitive agreements and/or completion of the transaction.

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