Findi Limited (ASX: FND) has secured a strategic investment of up to INR 418 crore (A$72 million) from Nova Global Opportunities Fund PCC into its Indian subsidiary, Transaction Solutions International (India) Private Limited (TSI). The Findi TSI Nova Global Investment represents institutional validation of TSI’s growth trajectory ahead of its planned listing on the Bombay Stock Exchange later this year, with IPO brokers targeting a market capitalisation of A$750 million to A$900 million based on 15x to 19x EBITDA multiples.
The multi-tranche investment structure includes a first tranche of INR 150 crore, subject to satisfactory completion of due diligence by Nova Global and execution of definitive documentation. Upon completion of the initial tranche, Nova Global will hold approximately 25-27% of TSI’s share capital on a fully diluted basis, establishing the fund as a significant institutional shareholder alongside Findi’s retained interest in the subsidiary.
Nova Global has indicated its investment is medium to long-term, with no intention of selling into the IPO listing. This commitment provides stability for TSI’s public markets debut whilst validating management’s valuation expectations at a material premium to current market pricing.
Nova Global Invests A$72 Million in Findi’s Indian Subsidiary Pre-IPO
The binding term sheet between TSI and Nova Global structures the A$72 million capital injection across multiple tranches, with subsequent investments subject to Nova Global’s final due diligence outcomes and Findi’s share price performance. The first tranche of INR 150 crore requires completion of due diligence on TSI to Nova Global’s reasonable satisfaction, alongside execution of mutually acceptable definitive agreements including a share subscription agreement and shareholders’ agreement.
Capital deployment will support TSI’s ongoing capex plans for both brown-label and white-label ATM businesses, including long-term working capital requirements. This funding structure enables TSI to accelerate network expansion without requiring additional capital from its ASX-listed parent, preserving Findi’s balance sheet capacity for other group initiatives.
The investment structure includes the following key milestones:
- Completion of preliminary due diligence on TSI by Nova Global
- Execution of definitive documentation including share subscription and shareholders’ agreements
- First tranche closing of INR 150 crore
- Subsequent tranches subject to final due diligence and Findi share price performance
- Target IPO listing on Bombay Stock Exchange in 2026
Strategic Timing
Nova Global’s investment arrives at a critical juncture as TSI prepares for its public markets debut, providing growth capital whilst establishing institutional price discovery ahead of broader market participation through the IPO process.
The term sheet includes standard conditions precedent for transactions of this nature, including no material adverse change occurring in TSI’s business, operations, or financial condition between signing and first tranche closing, and accuracy of representations and warranties provided by TSI and its founders.
What Does Nova Global’s Investment Mean for Findi Shareholders?
The institutional capital injection creates a direct dilution versus value creation trade-off for Findi shareholders. Whilst Findi’s ownership percentage in TSI will reduce from 100% to approximately 73-75% following the first tranche (assuming no other dilutive events), the transaction establishes third-party validation of TSI’s business at a substantial premium to implied valuations under Findi’s current market capitalisation.
IPO brokers targeting A$750 million to A$900 million market capitalisation for TSI suggests material value recognition potential, particularly when compared to Findi’s consolidated enterprise value prior to this announcement. The 15x to 19x EBITDA multiple range reflects comparable listed fintech and financial infrastructure businesses in Indian public markets, indicating institutional appetite for TSI’s asset base and growth profile.
Nova Global’s 25-27% shareholding (post-first tranche, fully diluted basis) establishes a floor valuation for TSI that can inform sum-of-parts analysis for Findi’s overall business. The staged capital deployment structure also derisks execution, with subsequent tranches contingent on continued business performance and market conditions reflected through Findi’s share price trajectory.
| Metric | Before Nova Investment | After First Tranche |
|---|---|---|
| TSI Ownership (Findi) | 100% | ~73-75% |
| Implied TSI Valuation Range | Not publicly established | A$750M – A$900M (broker targets) |
| Growth Capital Secured | Nil (parent funding required) | A$72M committed (staged deployment) |
| Institutional Validation | Private subsidiary, no external pricing | Nova Global 25-27% stake at premium valuation |
The investment structure preserves upside optionality for existing Findi shareholders through retained majority ownership whilst providing capital efficiency benefits. TSI can fund network expansion and working capital requirements without drawing on Findi’s balance sheet, potentially enabling parallel investment in other group assets or return of capital strategies.
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Who is Nova Global and Why This Partnership Matters
Nova Global manages over US$190 million in assets and operates as part of the Zinnia Group investment platform, which oversees US$1.2 billion in total assets under management. Zinnia’s portfolio spans more than 100 companies globally, with particular depth in financial services and IT sector investments across India’s public and private markets.
This established presence in Indian capital markets positions Nova Global as a strategic partner beyond pure capital provision. Zinnia’s existing relationships with fintech and financial infrastructure businesses in India could provide TSI with access to business development opportunities, regulatory navigation support, and institutional investor relationships that accelerate commercial momentum alongside the capital injection.
Nova Global’s medium to long-term investment horizon, coupled with its stated intention not to exit at the IPO, signals confidence in TSI’s post-listing growth trajectory. This commitment differentiates the investment from opportunistic pre-IPO positions that typically seek immediate liquidity upon public market debut.
Key elements of Nova Global and Zinnia Group’s strategic value include:
- Established track record across 100+ portfolio companies with multiple Indian market investments
- Deep sector expertise in financial services and IT infrastructure businesses
- Network effects through existing Indian fintech and financial services holdings
- Long-term capital orientation aligned with building market-leading businesses rather than short-term exits
- Institutional credibility that can support TSI’s investor relations and capital markets positioning post-IPO
The partnership structure contemplates ongoing collaboration through a shareholders’ agreement, ensuring alignment between Nova Global, Findi, and TSI’s management team as the subsidiary transitions to public company status.
Understanding Brown-Label vs White-Label ATM Networks
TSI operates a dual business model encompassing both brown-label and white-label ATM networks, with the A$72 million Nova Global investment targeting capex expansion across both categories. Understanding the distinction between these models provides context for TSI’s revenue diversification strategy and market positioning within India’s ATM infrastructure sector.
Brown-label ATMs involve bank-owned hardware with operations and maintenance outsourced to third-party service providers like TSI. The bank retains ownership of the ATM and bears primary regulatory responsibility, whilst TSI generates revenue through service fees for managing the device, cash replenishment, technical maintenance, and network connectivity. This model provides stable, recurring revenue streams with lower capital intensity compared to owning ATM hardware outright.
White-label ATMs represent non-bank entities owning and operating ATMs independently, with TSI bearing full capital expenditure for hardware acquisition, site rental, cash management, and regulatory compliance. Revenue derives from interchange fees paid by card-issuing banks when their customers use TSI’s white-label ATMs, alongside potential advertising and value-added services. This model offers higher revenue potential per device but requires greater upfront capital investment and operational complexity.
| Characteristic | Brown-Label ATMs | White-Label ATMs |
|---|---|---|
| Ownership Structure | Bank-owned hardware, third-party operations | Non-bank entity owns and operates independently |
| Revenue Model | Service fees from banks for management and maintenance | Interchange fees from card-issuing banks, advertising revenue |
| Capital Intensity | Lower (bank funds hardware capex) | Higher (operator funds full ATM deployment) |
| Regulatory Requirements | Bank holds primary regulatory responsibility | Operator bears full regulatory compliance obligations |
TSI’s dual-model approach provides revenue diversification whilst addressing different market segments across India’s fragmented financial infrastructure landscape. Brown-label contracts with established banks offer predictable cash flows and lower risk profiles, whilst white-label ATM deployment enables TSI to capture underserved markets where traditional banks have limited physical presence.
India’s financial inclusion priorities, supported by government policy and Reserve Bank of India regulatory frameworks, create sustained demand for ATM infrastructure across tier-2 and tier-3 cities where banking penetration remains below urban centres. Nova Global’s capital injection directly targets this expansion opportunity, funding both capex for new ATM deployments and working capital to support growing transaction volumes.
How Will the TSI IPO Impact Findi’s Market Value?
The planned Bombay Stock Exchange listing later this year represents a material value realisation catalyst for Findi shareholders, creating transparent price discovery for TSI as a separately traded asset. IPO brokers targeting 15x to 19x EBITDA multiples position TSI within valuation ranges observed for comparable listed financial infrastructure and fintech businesses in Indian public markets.
A market capitalisation range of A$750 million to A$900 million at listing would represent substantial value recognition relative to TSI’s carrying value within Findi’s consolidated accounts. Following Nova Global’s first tranche investment, Findi’s retained ownership of approximately 73-75% would translate to an interest valued at A$547 million to A$675 million at the midpoint of broker targets, before accounting for subsequent tranche dilution.
The separate listing creates several value drivers for Findi shareholders beyond absolute valuation metrics. First, TSI will establish its own trading liquidity and investor base, reducing the holding company discount that typically applies to conglomerate structures where underlying assets lack transparent market pricing. Second, TSI’s independent capital markets presence enables direct institutional engagement and analyst coverage specific to its Indian operations, potentially attracting specialist emerging markets and fintech-focused investors.
Third, the listing provides Findi with strategic optionality regarding its TSI shareholding. Management can elect to retain the stake as a long-term strategic investment, generating dividend income from a separately capitalised and independently governed business. Alternatively, Findi could monetise portions of its holding over time through secondary market sales, providing capital for redeployment into other opportunities or shareholder returns.
Key milestones on the pathway to IPO include:
- Nova Global due diligence completion on TSI and proposed merger entity
- First tranche funding of INR 150 crore following definitive documentation execution
- Subsequent tranches deployment subject to final due diligence and Findi share price performance
- IPO prospectus preparation and filing with Indian securities regulators
- Bombay Stock Exchange listing and commencement of public trading in 2026
The IPO timeline positions TSI to capture favourable market conditions for fintech and financial infrastructure listings in India, where investor appetite for digital financial services businesses has supported premium valuations relative to traditional banking sector multiples.
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What Happens Next: Key Investment Milestones
Near-term catalysts centre on Nova Global’s due diligence completion and execution of definitive documentation governing the investment. The term sheet establishes conditions precedent standard for transactions of this nature and scale, with first tranche closing contingent on satisfactory due diligence outcomes covering TSI’s business, operations, financial condition, and proposed merger entity affiliates.
Material adverse change provisions protect Nova Global against unforeseen deterioration in TSI’s business between term sheet signing and first tranche closing. These clauses typically encompass operational disruptions, regulatory changes, material litigation, or financial performance significantly below management projections. Representations and warranties provided by TSI and its founders must remain accurate in all material respects as of the completion date, with standard indemnification mechanisms likely to be established in definitive documentation.
Subsequent tranche deployment introduces performance-linked variables, with the percentage of TSI share capital issued subject to Nova Global’s final due diligence findings and Findi’s share price trajectory. This structure aligns incentives across all parties whilst providing Nova Global with flexibility to adjust its ultimate ownership stake based on business momentum and market conditions.
Conditions precedent for the investment include:
- Completion of due diligence by Nova Global on TSI to reasonable satisfaction
- Completion of due diligence on the parent or relevant affiliate of the proposed merger entity
- No material adverse change in TSI’s business, operations, or financial condition between term sheet date and first tranche closing
- Accuracy of representations and warranties provided by TSI and its founders/promoters in definitive documents as of the completion date
Use of proceeds targets support for ongoing capex plans across both brown-label and white-label ATM businesses, including long-term working capital requirements. This deployment strategy enables TSI to accelerate network expansion in high-growth markets whilst maintaining operational liquidity to support transaction processing volumes and customer service requirements.
The staged investment structure derisks execution for both parties. Nova Global retains optionality to adjust subsequent tranche sizing based on TSI’s performance and market conditions, whilst Findi secures a committed institutional capital partner with aligned long-term objectives. The IPO represents the ultimate liquidity event, establishing public market valuation and enabling broader investor participation in TSI’s growth trajectory beyond the initial Nova Global investment.
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