IPO Schedule
1
Open
17 Mar
2
Close
20 Mar
3
Allotment
23 Mar
4
Listing
25 Mar
Novus Loyalty IPO
BSELot: 1000Construction
UPCOMINGSME
Content
About Novus Loyalty
Novus Loyalty Limited is a technology-driven company that provides customer loyalty and rewards management solutions to businesses across various industries. Its platform helps companies increase customer engagement, retention, and brand loyalty through data-driven reward programs and marketing automation tools.
Company Profile
Overview
Particular | Details |
|---|---|
Company Name | Novus Loyalty Limited |
Former Name | Clavax Technologies Private Limited |
Incorporation Date | June 24, 2011 |
Conversion to Public Company | August 08, 2025 |
Corporate Identification Number (CIN) | U72900HR2011PLC127344 |
Registered Office | 727, Udyog Vihar Phase V, Industrial Complex, Dundahera, Gurgaon, Haryana – 122016 |
Website | |
Promoters | Deepak Tomar, Sweta Singh |
Compliance Officer | Mukesh Makkar |
CFO | Vibhore Rastogi |
Stock Exchange (Proposed Listing) | BSE SME |
The company was originally incorporated as Clavax Technologies Private Limited in 2011. In September 2024, the name was changed to Novus Loyalty Private Limited to reflect its business transformation into a customer loyalty and technology services platform. Subsequently, in June 2025, the company converted into a public limited company and adopted the name Novus Loyalty Limited.
Business Evolution
Year | Development |
|---|---|
2011 | Company incorporated as Clavax Technologies Private Limited |
2024 | Rebranded as Novus Loyalty Private Limited |
2025 | Converted into public company |
2026 | Proposed IPO on BSE SME platform |
Industry Classification
Category | Details |
|---|---|
Sector | Technology Services |
Industry | Customer Loyalty & Martech Solutions |
Segment | SaaS-based Loyalty Programs, Customer Engagement Platforms |
Products and Services:
Novus Loyalty Limited operates as a technology-driven loyalty and customer engagement solutions provider. Its services help businesses attract, retain, and engage customers through digital rewards, data analytics, and incentive platforms.
Core Services
Service Category | Description |
|---|---|
Loyalty Program Management | Design and management of customer reward programs |
Incentive Platforms | Employee and channel partner incentive schemes |
Digital Rewards Marketplace | Redemption platforms for vouchers, merchandise, travel, etc. |
Martech Solutions | Data analytics and customer engagement tools |
Campaign Management | Marketing campaigns integrated with loyalty platforms |
Key Industries Served
Industry | Use Case |
|---|---|
Banking & Financial Services | Credit card reward programs |
Retail | Customer loyalty points and redemption |
Travel & Hospitality | Reward programs for frequent customers |
Telecom | Recharge and engagement rewards |
Consumer Goods | Distributor and retailer incentive programs |
Industry Background and Market Environment
Loyalty Management Industry Overview
The loyalty management market is a fast-growing segment of the global martech ecosystem. Companies use loyalty programs to enhance customer retention and lifetime value.
Global Market Size
Year | Market Size |
|---|---|
2023 | ~$10 Billion |
2025 (Estimated) | ~$15 Billion |
CAGR | ~16–18% |
Indian Market Size
Year | Market Value |
|---|---|
2023 | ~$1.2 Billion |
2025 | ~$1.8 Billion |
CAGR | ~20% |
Key Growth Drivers
Driver | Explanation |
|---|---|
Digital Transformation | Businesses increasingly adopting cloud-based loyalty platforms |
E-commerce Boom | Retailers using rewards to increase repeat purchases |
Customer Data Analytics | AI-driven personalization improving engagement |
Mobile Adoption | App-based reward systems gaining popularity |
Market Trends
Trend | Impact |
|---|---|
AI-based loyalty platforms | Personalized reward programs |
Omnichannel marketing | Unified customer experience |
Subscription loyalty models | Recurring engagement |
Blockchain-based rewards | Secure digital assets |
Competitive Landscape
The loyalty solutions market includes:
Type | Examples |
|---|---|
Global Loyalty Platforms | Salesforce Loyalty Management |
Martech SaaS Firms | Capillary Technologies |
Incentive & Rewards Platforms | Pine Labs, Payback |
Novus Loyalty competes primarily with mid-tier loyalty technology providers focusing on Indian enterprises.
Company Business Overview
Novus Loyalty Limited operates a technology platform designed to create and manage reward ecosystems for businesses.
Business Model
Stage | Description |
|---|---|
Client Acquisition | Enterprise businesses sign contracts |
Platform Integration | APIs integrated with customer systems |
Loyalty Campaign Setup | Rewards and engagement mechanics configured |
Redemption & Analytics | Customers redeem rewards via platform |
Revenue Streams
Source | Description |
|---|---|
Platform Fees | SaaS subscription for loyalty platforms |
Campaign Management Fees | Charges for marketing campaign execution |
Transaction Commissions | Percentage on reward redemption |
Data Analytics Services | Insights and analytics subscription |
Value Chain Position
Value Chain Segment | Role |
|---|---|
Martech Platform Providers | Core technology infrastructure |
Rewards Suppliers | Partnerships with gift card providers |
Enterprise Clients | Businesses using loyalty solutions |
End Consumers | Users redeeming rewards |
Novus Loyalty sits between enterprise clients and reward suppliers, managing the technology platform.
Key Regulations and Compliance Framework
The company operates within a regulatory environment governed by technology, data protection, and financial transaction regulations.
Major Regulatory Laws
Regulation | Governing Authority | Relevance |
|---|---|---|
Companies Act, 2013 | MCA | Corporate governance and compliance |
SEBI ICDR Regulations | SEBI | IPO and capital market regulations |
Information Technology Act, 2000 | Government of India | Data protection and cybersecurity |
GST Act | Government of India | Taxation on services |
FEMA | RBI | Foreign investment regulations |
Compliance Areas
Compliance Area | Description |
|---|---|
Data Privacy | Protection of customer data |
Cybersecurity | Secure digital platforms |
Tax Compliance | GST filings |
Corporate Governance | Board and audit oversight |
Risk Profile
Investing in Novus Loyalty involves several operational and financial risks.
Key Business Risks
Risk | Explanation |
|---|---|
Client Concentration | Dependence on large clients |
Technology Obsolescence | Rapid innovation in martech |
Data Security Risks | Breaches may impact reputation |
Competition | Large global martech platforms |
Financial Risks
Risk | Impact |
|---|---|
Revenue Volatility | Campaign-based revenue streams |
Cash Flow Fluctuations | Timing mismatch in payments |
Currency Risk | If international clients expand |
Operational Risks
Risk | Description |
|---|---|
Technology Infrastructure | Platform downtime could affect operations |
Vendor Dependence | Reliance on reward suppliers |
Talent Retention | Skilled tech workforce required |
Promoters and Ownership Group
The company is promoted by Deepak Tomar and Sweta Singh, who have been instrumental in building the business.
Promoter Details
Promoter | Role | Background |
|---|---|---|
Deepak Tomar | Chairman & Managing Director | Technology entrepreneur |
Sweta Singh | Promoter | Strategic business leadership |
Promoter Responsibilities
Area | Role |
|---|---|
Strategic Direction | Long-term company vision |
Business Development | Client acquisition |
Technology Development | Platform innovation |
Investor Relations | Market communication |
Group Entities and Associate Companies
Under SEBI ICDR regulations, group companies include entities that have material related-party transactions or business connections with the issuer.
Group Company Classification
Category | Description |
|---|---|
Promoter Group Entities | Businesses controlled by promoters |
Related Party Entities | Companies with significant transactions |
Associate Companies | Strategic partnerships |
The company evaluates group entities based on materiality policies approved by the board.
Leadership Team and Key Executives
The leadership team combines technology, finance, and corporate governance expertise.
Board of Directors
Director | Position | Type |
|---|---|---|
Deepak Tomar | Chairman & Managing Director | Executive |
Vibhore Rastogi | Executive Director & CFO | Executive |
Sushma Samarth | Director | Independent |
Pooja Kansal | Director | Independent |
Rajesh Sureka | Director | Independent |
Key Management Personnel
Name | Position |
|---|---|
Mukesh Makkar | Company Secretary & Compliance Officer |
Vibhore Rastogi | Chief Financial Officer |
Leadership Responsibilities
Function | Responsible Executive |
|---|---|
Corporate Strategy | Managing Director |
Financial Management | CFO |
Regulatory Compliance | Company Secretary |
Technology Platform | Senior management team |
Corporate Governance and Board Committees
The company follows governance standards mandated by the Companies Act, 2013 and SEBI regulations.
Board Structure
Category | Number |
|---|---|
Executive Directors | 2 |
Independent Directors | 3 |
Total Directors | 5 |
Board Committees
Committee | Purpose |
|---|---|
Audit Committee | Financial oversight |
Nomination & Remuneration Committee | Executive compensation |
CSR Committee | Corporate social responsibility initiatives |
Stakeholders Relationship Committee | Investor grievance handling |
These committees were constituted on August 20, 2025 to strengthen governance before the IPO.
Legal Matters and Regulatory Proceedings
Companies going public must disclose litigation and regulatory proceedings that may impact financial performance.
Categories of Legal Proceedings
Category | Examples |
|---|---|
Civil Litigation | Contractual disputes |
Tax Matters | GST or income tax notices |
Regulatory Matters | SEBI or MCA inquiries |
Promoter Litigation | Legal matters involving promoters |
Impact Assessment
Severity | Potential Impact |
|---|---|
Low | Minor financial impact |
Medium | Operational delays |
High | Financial liabilities |
Investors should review the Outstanding Litigation and Material Developments section of the RHP before making investment decisions.
Government and Statutory Approvals
To operate legally and run its business operations, Novus Loyalty Limited requires multiple regulatory registrations and statutory approvals.
Key Registrations and Approvals
Approval / Registration | Authority | Purpose |
|---|---|---|
Certificate of Incorporation | Registrar of Companies (ROC) | Legal incorporation of company |
CIN: U72900HR2011PLC127344 | Ministry of Corporate Affairs | Corporate identification |
GST Registration | GST Department | Tax compliance on services |
PAN & TAN | Income Tax Department | Income tax compliance |
SEBI Compliance | Securities and Exchange Board of India | IPO and securities regulation |
BSE SME Listing Approval | BSE Limited | Listing of equity shares |
The company has already received in-principle approval from BSE SME for listing the equity shares prior to the IPO.
Operational Compliance Requirements
Compliance Area | Requirement |
|---|---|
Corporate governance | Board committees and independent directors |
Financial reporting | Audited financial statements |
Data protection | IT Act compliance |
Taxation | GST and income tax filings |
Management Discussion and Business Strategy (MD&A)
The management’s discussion provides insight into the company’s strategic direction and growth opportunities.
Key Growth Drivers
Growth Driver | Explanation |
|---|---|
Digital marketing expansion | Increasing demand for loyalty programs |
SaaS platform scalability | Cloud-based reward platforms |
Data analytics | Customer insights and personalization |
Partnerships | Integration with reward vendors |
Business Strategy
Strategic Initiative | Objective |
|---|---|
Expand enterprise clients | Increase revenue base |
Strengthen technology platform | Improve service efficiency |
Expand digital rewards marketplace | Increase transaction volume |
Geographic expansion | Target new markets |
Competitive Strengths
Strength | Benefit |
|---|---|
Technology platform | Scalable SaaS infrastructure |
Diverse reward ecosystem | Broad redemption options |
Experienced management | Strategic leadership |
Client relationships | Recurring revenue |
Purpose of the IPO (Use of Funds)
The IPO aims to raise capital primarily for business expansion and working capital requirements.
Offer Structure
Component | Shares |
|---|---|
Fresh Issue | Up to 33,00,000 equity shares |
Offer for Sale (OFS) | Up to 8,20,000 equity shares |
Total Offer Size | Up to 41,20,000 equity shares |
Use of IPO Proceeds
Purpose | Objective |
|---|---|
Working Capital Requirements | Support operational growth |
Technology Development | Improve platform infrastructure |
Business Expansion | Acquire new enterprise clients |
General Corporate Purposes | Strategic initiatives |
Fresh issue proceeds will go to the company, while OFS proceeds go to selling shareholders.
Pricing Logic and Valuation Basis
The IPO price will be determined using a book-building process.
Price Determination Factors
Factor | Explanation |
|---|---|
Earnings per share (EPS) | Profitability indicator |
Net asset value (NAV) | Book value of company |
Industry valuation multiples | Peer comparison |
Market demand | Investor bids |
Valuation Benchmarks
Metric | Significance |
|---|---|
Price to Earnings (P/E) | Profit-based valuation |
Price to Book Value (P/BV) | Asset-based valuation |
EV / EBITDA | Enterprise value comparison |
The final offer price will be determined based on investor demand within the price band.
Share Capital and Ownership Structure
The capital structure shows the company’s equity base before and after the IPO.
Equity Share Details
Particular | Details |
|---|---|
Face Value | ₹10 per equity share |
Total Shares Offered | Up to 41,20,000 shares |
Post Issue Share Capital | Expanded equity base |
Capital Structure
Stage | Description |
|---|---|
Pre-IPO | Promoters and existing shareholders |
Fresh Issue | New shares issued |
Post-IPO | Public shareholding increases |
Post-Issue Dilution
The IPO will dilute promoter shareholding as public investors subscribe to newly issued shares.
Shareholding Pattern
After the IPO, ownership of the company will be distributed across multiple investor categories.
Shareholder Categories
Category | Allocation |
|---|---|
Promoters | Majority stake (post dilution) |
Qualified Institutional Buyers (QIBs) | Institutional investors |
Non-Institutional Investors (NIIs) | High net worth investors |
Retail Investors | Individual investors |
Allocation Structure
Investor Category | Allocation |
|---|---|
QIBs | Up to 50% |
Retail Investors | Minimum 35% |
NIIs | Minimum 15% |
These allocations follow SEBI ICDR regulations for SME IPOs.
Financial Performance Overview
Novus Loyalty Limited has shown strong revenue growth and improving profitability over the past three financial years, driven by increasing adoption of its loyalty management platform and customer engagement solutions.
Restated Financial Summary
Financial Year | FY2023 | FY2024 | FY2025 | Sep 30, 2025* |
|---|---|---|---|---|
Total Income / Revenue | ₹59.61 Cr | ₹73.61 Cr | ₹104.63 Cr | ₹71.43 Cr |
EBITDA | ₹2.27 Cr | ₹4.82 Cr | ₹5.69 Cr | ₹7.79 Cr |
Profit After Tax (PAT) | ₹0.55 Cr | ₹2.96 Cr | ₹3.58 Cr | ₹5.80 Cr |
Total Assets | ₹13.38 Cr | ₹12.36 Cr | ₹14.81 Cr | ₹21.83 Cr |
Net Worth | ₹6.54 Cr | ₹9.50 Cr | ₹13.09 Cr | ₹18.89 Cr |
*Half-year performance annualized suggests strong growth momentum.
Revenue Growth Trend
Year | Revenue (₹ Cr) | YoY Growth |
|---|---|---|
FY2023 | 59.61 | — |
FY2024 | 73.61 | 23.5% |
FY2025 | 104.63 | 42.1% |
Revenue growth is driven by:
Expansion of enterprise loyalty platforms
Increased adoption of SaaS-based engagement tools
Growing enterprise client base in fintech, retail, and e-commerce sectors.
Profitability Trend
Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
PAT | ₹0.55 Cr | ₹2.96 Cr | ₹3.58 Cr |
EBITDA Margin | 3.8% | 6.5% | 5.4% |
PAT Margin | 0.9% | 4.0% | 3.4% |
Key insight:
Profitability significantly improved from FY23 to FY24 due to operating leverage and technology platform scalability.
Asset and Net Worth Growth
Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
Total Assets | ₹13.38 Cr | ₹12.36 Cr | ₹14.81 Cr |
Net Worth | ₹6.54 Cr | ₹9.50 Cr | ₹13.09 Cr |
Growth in net worth is mainly driven by retained earnings and profitability improvements.
Borrowings and Financial Obligations
One of the key financial strengths of Novus Loyalty Limited is its low debt profile and strong liquidity position.
Borrowings Summary
Year | Total Borrowings |
|---|---|
FY2023 | ₹3.53 Cr |
FY2024 | ₹0.82 Cr |
FY2025 | ₹0 Cr |
Sep 2025 | ₹0 Cr |
The company effectively reduced its borrowings over time and is now debt-free, which reduces financial risk and improves valuation metrics.
Debt Reduction Trend
Year | Borrowing (₹ Cr) | Change |
|---|---|---|
FY2023 | 3.53 | — |
FY2024 | 0.82 | ↓ 77% |
FY2025 | 0 | Fully repaid |
This indicates:
Improved internal cash generation
Reduced dependence on external financing
Strong balance sheet before IPO.
Financial Obligations
Although borrowings are minimal, the company still has typical operational obligations.
Obligation Type | Description |
|---|---|
Trade Payables | Payments to reward suppliers and technology vendors |
Employee Benefits | Salaries, incentives, and benefits |
Operating Expenses | Software infrastructure, marketing, and client acquisition |
Cash Flow Position
Cash flow analysis shows how Novus Loyalty generates and utilizes funds in its business operations.
Cash Flow Components
Activity | Explanation |
|---|---|
Operating Cash Flow | Cash generated from loyalty platform services |
Investing Cash Flow | Investment in technology development |
Financing Cash Flow | Borrowings and equity capital |
Cash Flow Indicators
Based on available financial performance:
Indicator | FY2025 |
|---|---|
EBITDA | ₹5.69 Cr |
PAT | ₹3.58 Cr |
Current Ratio | 9.12 |
Debt | Nil |
High current ratio of 9.12 indicates strong liquidity and working capital management.
Cash Flow Interpretation
Operating Cash Flow
Primary drivers:
SaaS platform subscription fees
Campaign management revenue
Reward redemption transaction commissions
This creates recurring operating cash inflows.
Investing Cash Flow
Major investments include:
Investment Area | Purpose |
|---|---|
Platform Development | Product innovation |
Software Infrastructure | Cloud hosting |
Data analytics tools | AI-driven customer insights |
Financing Cash Flow
Since the company has minimal debt:
Source | Description |
|---|---|
Equity Capital | Promoter funding |
IPO Proceeds | Future expansion funding |
Key Financial Highlights Summary
Metric | Value |
|---|---|
FY2025 Revenue | ₹104.63 Cr |
FY2025 PAT | ₹3.58 Cr |
EBITDA | ₹5.69 Cr |
Net Worth | ₹13.09 Cr |
Total Borrowings | ₹0 Cr |
Current Ratio | 9.12 |
Revenue CAGR (FY23–FY25) | ~32% |
Sources: IPO analysis and DRHP financial disclosures.
Dividend Policy
A dividend policy explains how a company plans to distribute profits to its shareholders while balancing reinvestment needs for future growth.
Current Dividend Policy:
As disclosed in the RHP, Novus Loyalty Limited has not declared dividends historically, as profits have been reinvested to support business expansion, technology development, and operational growth.
Dividend Decision Framework:
Future dividend decisions will depend on multiple financial and strategic factors.
Factor | Impact on Dividend Decision |
|---|---|
Profitability | Higher profits may allow dividend payouts |
Cash Flow Position | Strong operating cash flow supports dividends |
Working Capital Requirements | High capital needs may limit dividend payments |
Expansion Plans | Funds may be reinvested for growth |
Regulatory Requirements | Compliance with Companies Act and SEBI rules |
Dividend Approval Process:
Dividend distribution must follow the procedure below:
Step | Authority |
|---|---|
Recommendation | Board of Directors |
Approval | Shareholders in general meeting |
Payment | After statutory compliance |
Future Outlook:
As the company grows and stabilizes financially after the IPO, it may adopt a balanced approach between reinvestment and shareholder returns.
Key Agreements and Legal Contracts
Before launching the IPO, the company entered into several contractual agreements with financial intermediaries and regulatory entities.
Important Agreements
Agreement | Purpose |
|---|---|
Book Running Lead Manager Agreement | Engagement of investment banker |
Registrar Agreement | Handling investor applications and share allotment |
Market Making Agreement | Ensuring liquidity post listing |
Banker to the Offer Agreement | Managing IPO funds |
Cash Escrow Agreement | Secure handling of investor money |
Key Parties Involved
Entity | Role |
|---|---|
Smart Horizon Capital Advisors Pvt. Ltd. | Book Running Lead Manager |
KFin Technologies Limited | Registrar to the Issue |
ICICI Bank Limited | Banker to the Offer |
Shreni Shares Limited | Market Maker |
These agreements ensure smooth IPO execution and regulatory compliance.
Issue Details and Allocation Structure
The IPO of Novus Loyalty Limited is structured as a 100% book-built issue combining a fresh issue and an offer for sale.
Issue Size
Component | Number of Shares |
|---|---|
Fresh Issue | Up to 33,00,000 shares |
Offer for Sale | Up to 8,20,000 shares |
Total Issue Size | Up to 41,20,000 shares |
Market Maker Reservation
Category | Allocation |
|---|---|
Market Maker | 2,30,000 shares |
Net Offer | 38,90,000 shares |
Investor Allocation
Category | Percentage Allocation |
|---|---|
Qualified Institutional Buyers (QIBs) | Up to 50% |
Retail Investors | Minimum 35% |
Non-Institutional Investors (NIIs) | Minimum 15% |
Rights of Equity Shareholders
Investors purchasing shares in the IPO become equity shareholders and receive certain rights.
Key Shareholder Rights
Right | Description |
|---|---|
Voting Rights | Vote on company decisions |
Dividend Rights | Receive dividends when declared |
Right to Transfer Shares | Sell shares on stock exchange |
Right to Information | Access company disclosures |
Participation in Corporate Actions | Rights issues, bonus shares |
Voting Power
Each equity share carries one vote, allowing shareholders to participate in major company decisions.
Other Statutory and Regulatory Disclosures
The RHP includes several mandatory disclosures required by SEBI and the Companies Act.
Mandatory Disclosures
Disclosure Type | Purpose |
|---|---|
Risk Factors | Inform investors about potential risks |
Management Discussion | Provide business insights |
Financial Statements | Show financial health |
Litigation Disclosure | Reveal legal matters |
Capital Structure | Explain shareholding details |
Investor Protection Measures
Protection | Description |
|---|---|
SEBI Regulations | Strict disclosure requirements |
ASBA System | Protects investor funds |
Market Maker | Ensures trading liquidity |
Registrar Oversight | Transparent allotment process |