Wealth First Portfolio Managers544536Deal
Board approves acquisition of 51.00% of promoter group firm and preferential issue of ~1.37 lakh shares
A Share Purchase Agreement to acquire up to ~2.09 lakh equity shares (51.00%) of Wealth First Advisors Private Limited, a promoter group company, for about INR 52.10 Cr, payable partly in cash and partly by share swap.
By ScoutQuest · · 3 min read
51%Stake in constituting the acquisition
- Stake Acquired
- up to ~2.09 lakh equity shares (51.00%) of Wealth First Advisors Private Limited
- Consideration
- about INR 52.10 Cr, payable partly in cash and partly by share swap
- Preferential Issue Price
- up to ~1.37 lakh equity shares at Rs. 885.89/- each, aggregating up to Rs. 12.10 Crores
What the board approved
- A Share Purchase Agreement dated 26th October, 2026 has been entered into between the Company, Wealth First Advisors Private Limited (the target entity) and the existing shareholders of the target.
- Under it, the Company has agreed to acquire, in aggregate, up to ~2.09 lakh equity shares of the target, constituting 51.00% of its total outstanding equity share capital.
- The total consideration is about INR 52.10 Cr, to be paid partly through cash and partly through a share swap (non-cash basis).
- The target entity belongs to the promoter group of the listed company.
The second approval - new shares
- Issue and allot up to ~1.37 lakh equity shares of face value Rs. 10/- each, fully paid-up, at an issue price of Rs. 885.89/- per equity share (including premium of Rs. 875.89/- per share).
- This aggregates up to Rs. 12.10 Crores, for consideration other than cash.
- The shares go to selling shareholders of the target, against the acquisition of up to 48,603 equity shares, or 11.84%, of the target held by them. Note the two figures measure different things: 1,36,575 is shares of the Company being issued, while 48,603 is shares of the target being bought.
- The issue will increase the number of outstanding equity shares of the Company, and the new shares will rank pari-passu with existing equity shares.
Who the allottees are (Table A)
- Mr. Ashish Navnital Shah, Promoter: up to 1,06,536 shares
- Mr. Nimesh Narendra Kenia, Non-Promoter: up to 23,191 shares
- Mr. Rakesh Pravinchandra Mehta, Non-Promoter: up to 6,848 shares
- Total: up to ~1.37 lakh shares, across 3 investors
Related party angle
- The acquisition is a related party transaction and is stated to be on an arm's length basis, with consideration determined from a valuation report of an independent registered valuer.
- Mr. Ashish Shah, the promoter and Managing Director, has an interest in the target through a shareholding / beneficial interest of 9.24% in the target's equity share capital.
- Approval for the Related Party Transaction under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015 had already been obtained at the 24th Annual General Meeting held on 24th September, 2026.
- A valuation report was obtained from M/s Den Valuation (OPC) Private Limited.
What happens next
- The preferential allotment is subject to shareholders' approval by way of a Special Resolution, plus approval of the stock exchanges and other necessary statutory and regulatory approvals.
- The 1st Extra-Ordinary General Meeting for FY 2026-27 is on Saturday, 21st November, 2026 at 02:00 P.M IST through video conferencing / other audio-visual means.
- Thursday, 22nd October, 2026 has been fixed as the relevant date, being 30 days prior to the date of passing the resolution at the EGM.
- CS Kunal Sharma, Proprietor of Kunal Sharma & Associates, has been appointed as scrutinizer for the e-voting process.
What a retail investor can take away
- The company is buying majority control of a business that already sits in its promoter group, partly by paying cash and partly by issuing its own shares rather than paying full cash.
- Because shares issued to the sellers come back partly to the promoter, the promoter's holding and the total number of shares both change; the update carries pre- and post-allotment shareholding tables.
- Since it is a related party transaction, shareholders get to vote on the enabling resolution at the EGM before the allotment can happen.
Also from Wealth First Portfolio Managers
Board meeting on 3 November to approve unaudited standalone and consolidated results
27 Oct 2026
Board approves SPA to acquire 51% of promoter group company; preferential issue of up to Rs. 12.10 crore
26 Oct 2026
Board approves SPA to acquire 51.00% of promoter group entity; preferential issue of up to ~1.37 lakh shares
26 Oct 2026
More numbers
- Target equity shares proposed to be acquired2,09,304
- Stake in target constituting the acquisition51.00%
- Total consideration for the acquisitionINR 52.10 Cr
- Preferential issue size in shares1,36,575
- Preferential issue price per shareRs. 885.89/-
- Aggregate preferential issue amountRs. 12.10 Crores
- Target shares held by selling shareholders being acquired48,603
- Stake in target represented by those shares11.84%
Source: BSE · 26 Oct 2026
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