Wealth First Portfolio Managers544536Stake acquisition deal

Board approves SPA to acquire 51% of promoter group company; preferential issue of up to Rs. 12.10 crore

Outcome of board meeting dated 26 October 2026 — two linked decisions.

By ScoutQuest · Mon 26 Oct 2026, 12:16 PM IST · 3 min read

51%Stake in agreed to be acquired

Stake in agreed to be acquired: 51.00%.

Stake Acquired: 51.00% (up to ~2.09 lakh equity shares) of Wealth First Advisors Private Limited
Total Consideration: about INR 52.10 Cr — partly cash, partly share swap
Preferential Issue Price: Rs. 885.89 each (FV Rs. 10 plus premium Rs. 875.89); up to Rs. 12.10 Crores for ~1.37 lakh shares

Two decisions taken together

The board approved a Share Purchase Agreement dated 26 October 2026 between the Company, Wealth First Advisors Private Limited (the target, a promoter group company) and the target's shareholders. Under the SPA the Company has agreed to acquire up to ~2.09 lakh equity shares, constituting 51.00% of the target's total outstanding equity share capital, for total consideration of about INR 52.10 Cr, to be paid partly through cash and partly through a share swap. The SPA records a sale price of Rs. 2,489.11 per equity share, and consummation is subject to conditions precedent including receipt of the relevant statutory approvals.

The share-swap leg

The board approved a preferential issue of 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 share (including premium of Rs. 875.89), aggregating up to Rs. 12.10 Crores.
This is for consideration other than cash — against the acquisition of up to 48,603 equity shares (11.84%) of the target held by selling shareholders.
The issue is through private placement under Chapter V of the SEBI ICDR Regulations, subject to a Special Resolution and other approvals.

Who is proposed to receive the shares (Table A)

Mr. Ashish Navnitlal Shah (Promoter): up to 1,06,536 equity shares
Nimesh Narendra Kenia (Non-Promoter): up to 23,191 equity shares
Rakesh Pravinchandra Mehta (Non-Promoter): up to 6,848 equity shares
Total: ~1.37 lakh equity shares

Shareholding before and after (as disclosed in Annexure B)

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

Related party angle

The target is an entity belonging to the promoter group of the listed company, and the proposed acquisition constitutes a related party transaction.
The Promoter and Managing Director, Mr. Ashish Shah, has an interest in the target by virtue of a shareholding or beneficial interest of 9.24% in the target's equity share capital.
The acquisition is stated to be on an arm's length basis, with consideration determined on the basis of a 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 was already obtained at the 24th Annual General Meeting held on 24 September 2026.

What happens next

The 1st Extra-Ordinary General Meeting for FY 2026-27 is convened for Saturday, 21 November 2026 at 02:00 P.M IST through video conferencing or other audio visual means.
The relevant date for the preferential issue is fixed as Thursday, 22 October 2026, being the date 30 days prior to the date of passing of the resolution at that EGM.
The preferential allotment is subject to shareholders passing a Special Resolution, stock exchange approval and such other approvals as may be required.

What investors can track

The cash portion of the consideration, the balance being met through the share swap.
The extra ~1.37 lakh equity shares to be issued, which will add to the total share capital.
Completion of the conditions precedent and statutory approvals before the SPA transaction is consummated.

Also from Wealth First Portfolio Managers