Wealth First Portfolio Managers544536Acquisition deal news

Board approves SPA to acquire 51.00% of promoter group entity; preferential issue of up to ~1.37 lakh shares

Board on 26th October 2026 approved 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 — partly cash, partly share swap.

By ScoutQuest · Mon 26 Oct 2026, 12:11 PM IST · 3 min read

51%Stake in entity being acquired

Stake in entity being acquired: 51.00%.

Stake Acquired: up to ~2.09 lakh equity shares (51.00%) of Wealth First Advisors Private Limited
Total Consideration: about INR 52.10 Cr — partly cash, partly share swap
Preferential Issue Terms: up to ~1.37 lakh equity shares at Rs. 885.89/- each, aggregating up to Rs. 12.10 Crores

The board met on 26th October 2026 and cleared two connected steps: a Share Purchase Agreement to take control of a promoter group company, and a preferential issue of shares that forms part of the consideration.

What is being acquired

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 entity.
Under it, the Company has agreed to acquire, in aggregate, up to ~2.09 lakh equity shares of the target company, 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 share swap, i.e. non-cash consideration.
The target entity is a Promoter Group Company of the listed entity.

The share swap leg

Up to ~1.37 lakh equity shares of face value Rs. 10/- each are proposed to be issued and allotted at an issue price of Rs. 885.89/- per equity share, including a premium of Rs. 875.89/- per share.
That aggregates up to Rs. 12.10 Crores, for consideration other than cash, against the acquisition of up to 48,603 (11.84%) equity shares of the target company held by the selling shareholders.
Allottees: Mr. Ashish Navnital Shah (Promoter) up to 1,06,536 shares, Mr. Nimesh Narendra Kenia (Non-Promoter) up to 23,191 shares and Mr. Rakesh Pravinchandra Mehta (Non-Promoter) up to 6,848 shares.

Holding before and after

Ashish Navnital Shah: 34,26,416 shares (32.16%) before, 35,32,952 shares (32.74%) after the allotment.
Nimesh Narendra Kenia: nil before, 23,191 shares (0.21%) after.
Rakesh Pravinchandra Mehta: 300 shares before, 7,148 shares (0.07%) after.
The newly issued shares will rank pari-passu with the existing equity shares of the Company.

Price and valuation

The SPA records that the sale of shares is proposed to be executed at a price of Rs. 2,489.11/- per equity share.
The preferential issue price of Rs. 885.89/- has been determined in compliance with the pricing formula under Chapter V of the SEBI ICDR Regulations, 2018.
A valuation report from M/s Den Valuation (OPC) Private Limited has been obtained and taken on record by the Board.

Related party angle

The proposed acquisition is a related party transaction. The Promoter and Managing Director, Mr. Ashish Shah, has an interest in the target entity by virtue of a 9.24% shareholding / beneficial interest in it.
The company states the acquisition is being undertaken on an arm's length basis, with the consideration determined on the basis of the valuation report from an independent registered valuer.
Approval for the related party transaction under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations was already obtained at the 24th Annual General Meeting held on 24th September 2026.

What happens next

The preferential allotment needs shareholders' approval by Special Resolution at the 1st Extra-Ordinary General Meeting for FY 2026-27, to be held on Saturday, 21st November 2026 at 02:00 P.M IST through video conferencing / other audio visual means.
Stock exchange approval and such other approvals as may be required are also needed, and consummation of the transaction is subject to conditions precedent, including receipt of the relevant statutory approvals.
The relevant date fixed for the preferential issue is Thursday, 22nd October 2026.
CS Kunal Sharma, Proprietor of Kunal Sharma & Associates, has been appointed scrutinizer for the e-voting process.

How a retail investor can read it

This is a related party transaction in which the listed company takes control of 51.00% of a promoter group entity, with part of the price paid by issuing ~1.37 lakh new equity shares of the company. Because new shares are being issued, the company's total share count goes up, and the post-issue holding of each allottee is set out above. The proposal is still subject to shareholder approval and regulatory clearances before it is completed.

Also from Wealth First Portfolio Managers