Term sheet updating for acquisition of shares of Autope Payment Solutions Limited

Date: 31st August, 2026 BSE Limited The Corporate Relations Department P. J. Towers, Dalal Street Fort, Mumbai- 400001 ISIN: INE1TFS01019 BSE Scrip Code: 544735 Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Signing of Term Sheet for Proposed Acquisition Dear Sir / Madam, Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (LODR) Regulations, 2015, we wish to inform that the Company has entered into a term sheet for a proposed acquisition of stake in AutoPe Payment Solutions Limited (“AutoPe”), subject to completion of due diligence and execution of definitive agreements. The term sheet sets out broad commercial terms and is subject to customary conditions including due diligence, statutory and regulatory approvals, and approval of the Board of Directors/Shareholders, as applicable. In compliance with the aforesaid regulation, the details of the proposed acquisition are enclosed herewith as Annexure – A. Certain information has been disclosed in a generic manner due to commercial sensitivity and confidentiality obligations under the term sheet. The Company shall make further disclosures, as required, upon execution of definitive agreements and/or completion of the transaction. This disclosure is being made in compliance with applicable regulatory requirements. Kindly take the above information on record. This is for your information and record. Thanking You For Novus Loyalty Limited (Formerly known as Novus Loyalty Private Limited) Aditi Pardal (CS & Compliance Officer) Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ Annexure – A Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Acquisition (Including Agreement to Acquire) Clause Particulars Disclosure The Company has entered into a term sheet for acquisition of stake in AutoPe Payment Solutions Name of the target entity, details in brief a Limited, engaged in the fintech payment solutions such as size, turnover etc. sector in India. Key financial parameters of the target are set out in the table below this Annexure. The proposed acquisition does not constitute a Related Whether the acquisition would fall within Party Transaction. The promoter, promoter group and related party transaction(s) and whether group companies do not have any interest in the target the promoter/promoter group/group entity. The transaction is proposed to be undertaken at b companies have any interest in the entity arm's length. The Company shall re-assess this position being acquired? If yes, nature of interest if the counterparties become related parties as a result and whether the same is done at “arm's of any governance rights extended pursuant to the length” transaction. Industry to which the entity being The target entity operates in the fintech/payment acquired belongs solutions industry. Objects and impact of acquisition The proposed acquisition is intended to support (including but not limited to, disclosure of strategic growth, business expansion and operational d reasons for acquisition of target entity, if synergies, and is expected to strengthen the Company's its business is outside the main line of overall business profile. business of the listed entity) The proposed acquisition will be subject to receipt of Brief details of any governmental or such statutory, regulatory and governmental approvals e regulatory approvals required for the as may be applicable, if any, including under the SEBI acquisition (ICDR) Regulations, 2018 in the event any selling shareholder elects a share-swap component. Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ Clause Particulars Disclosure The acquisition is proposed to be implemented in tranches, with the first tranche targeted for completion Indicative time period for completion of by way of a definitive Share Purchase Agreement, and the acquisition the balance stake within approximately 10 months, subject to completion of due diligence and execution of definitive agreements. The consideration for the proposed acquisition is intended to be discharged through cash consideration, Consideration – whether cash based on an aggregate equity valuation of AutoPe of g consideration or share swap or any other Rs. 130,00,00,000 (Rupees One Hundred Thirty Crores form and details of the same only) on a 100% fully diluted basis, subject to finalisation of terms with each selling shareholder. The acquisition of the aggregate 80.87% stake is based on an aggregate equity valuation of AutoPe of Rs. 130,00,00,000 (on a 100% fully diluted basis), implying Cost of acquisition and/or the price at h an aggregate consideration of approximately Rs. 105.13 which the shares are acquired Crores for the 80.87% stake, pro-rated to the shares being acquired from each selling shareholder and payable in accordance with the definitive agreements. The Company proposes to acquire an aggregate stake of up to 80.87% of the equity share capital of the target Percentage of shareholding / control entity, valued at an aggregate equity valuation of Rs. i acquired and / or number of shares 130 Crores (100% basis) as stated above, with acquired corresponding rights, subject to definitive documentation and implementation in tranches. Brief background about the entity acquired in terms of products/line of The target entity is engaged in fintech payment business acquired, date of incorporation, solutions, was incorporated in India, and has business j history of last 3 years turnover, country operations primarily in India. Its financial performance in which the acquired entity has presence for the last three financial years is summarised in the and any other significant information (in table below. brief) Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/ Financial Snapshot of AutoPe (Target) The following figures are drawn from AutoPe's audited financial statements for FY 2022-23, FY 2023-24 and FY 2024-25, and are furnished to indicate the scale, growth trajectory and financial standing of the target: Particulars (Rs. Crore) FY 2022-23 FY 2023-24 FY 2024-25 YoY (FY24) YoY (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 (Share Capital + 28.48 41.76 55.37 +46.6% +32.6% Reserves) 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% Source: AutoPe's statutory audited financial statements. These historical figures are separate from the Rs. 130 Crore acquisition valuation referred to in rows (g)-(i) above, which was arrived at through negotiation between the parties and remains subject to adjustment upon completion of due diligence and execution of definitive agreements. Novus Loyalty Limited (Formerly known as Novus Loyalty Pvt. Ltd.) CIN No: U72900HR2011PLC127344 | GST No 06AAECC4455C1Z1 727, Udyog Vihar, Phase 5, Gurugram, Haryana 122016 Tel: 91-124-4382002. Email: communication@novus-loyalty.com | Web: https://www.novus-loyalty.com/