Agreements

DATE: 26TH OCTOBER, 2026 To To Manager - Listing Department Head – Listing Operations, National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, Plot No. C/1, G Block, P.J. Towers, Dalal Street, Bandra-Kurla Complex, Bandra (E), Fort, Mumbai – 400 001 Mumbai-400051 BSE SCRIP CODE: 544536 NSE SYMBOL: WEALTH REF: WEALTH FIRST PORTFOLIO MANAGERS LIMITED Sub.: OUTCOME OF 05/2026-27 BOARD MEETING DATED 26TH OCTOBER, 2026, DISCLOSURE UNDER REGULATION 30 AND OTHER MATTERS Dear Sir/Madam, In continuation of our letter dated 30th June, 2026 and pursuant to Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended from time to time, we would like to inform you that Board of Directors of the Company, at their meeting held on today i.e Monday, 26th day of October, 2026 have inter alia, considered and approved the following matters: 1. Execution of Share Purchase Agreement: In continuation to our earlier letter dated 30th June, 2026 and Pursuant to provisions of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended from time to time, a Share Purchase Agreement (“SPA”) dated 26th October, 2026 has been entered between the Company, Wealth First Advisors Private Limited (‘the target Entity’) and Shareholders of Wealth First Advisors Private Limited (‘Existing Shareholders of the Target Entity’). Pursuant to the SPA, the Company have agreed to acquire, in aggregate, upto 2,09,304 equity shares of the Target Company, constituting 51.00% of the total outstanding equity share capital of the Target Company, for the total consideration of about INR 52.10 Cr to be paid partly through cash and partly through share swap (i.e. non-cash consideration basis). Further, the information required under the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/l/3762/2026 dated 30th January, 2026 are provided in ‘Annexure A’ to this Disclosure. 2. Approval of Issue of Equity Shares under Preferential Issue for Consideration other than Cash: Pursuant to our earlier disclosure dated 30th June 2026 and Subject to the shareholders’ approval by way of passing of a Special Resolution in the General Meeting and other necessary approvals (including applicable statutory and regulatory approvals) and in compliance with applicable laws and regulations, as part of the consideration agreed to be paid as per the Memorandum of Understanding dated 30th June 2026 together with Share Purchase Agreement (“SPA”) dated 26th October, 2026 entered by and between the Company, Wealth First Advisors Private Limited (‘the Target Entity’) and Shareholders of Wealth First Advisors Private Limited (‘Existing Shareholders of the Target Entity’), the Board has decided to issue and allot upto 1,36,575 Equity Shares of face value of Rs. 10/- (Rupees Ten only) each fully paid-up, at an Issue Price of Rs. 885.89/- per Equity Share (including Premium of Rs. 875.89/- per Equity Share) aggregating upto Rs. 12.10 Crores to proposed allottees as mentioned in Table A who are selling shareholders of Target Company, belonging to Promoters and Non-Promoters category of the Company, for consideration other than cash i.e. against the acquisition of upto 48,603 (11.84%) of the equity shares of Target Company held by selling shareholders in Target Company, by way of a preferential issue through private placement, in accordance with the provisions of Section 62 read with Section 42 and other applicable provisions of the Companies Act, 2013 and Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent amendments thereto (“Preferential Allotment”). Table A: Details of Allottees Maximum Number S. of Equity Shares to Name of the Proposed Allottee(s) Category No. be issued and allotted (Upto) 1. Mr. Ashish Navnitlal Shah Promoter 1,06,536 2. Nimesh Narendra Kenia Non-Promoter 23,191 3. Rakesh Pravinchandra Mehta Non-Promoter 6,848 Total 1,36,575 In terms of the requirements of the Companies Act, 2013 and SEBI ICDR Regulations 2015, a valuation report from M/s Den Valuation (OPC) Private Limited having IBBI Registration No. IBBI/RV-E/06/2021/146 has been obtained and taken on record by the Board. Fixed, Thursday, 22nd October, 2026, being the date 30 days prior to the date of passing of resolution at the ensuing 01/2026-27 Extra Ordinary General Meeting (“EGM”) to be held on Saturday, 21st November, 2026, being the Relevant Date in relation to the issue of Equity Shares in accordance with SEBI ICDR Regulations. The said resolution is subject to approval by the shareholders in the EGM to be passed by way of a Special Resolution, approval of Stock Exchanges and such other approvals as may be required in this regard. Further, the information required under the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/l/3762/2026 dated 30th January, 2026 are provided in ‘Annexure B’ to this Disclosure. 3. Convening of 1st Extra-Ordinary General Meeting and related matters: The Board has considered and approved to hold and convene 1st (First) Extra-Ordinary General Meeting of the Members of the Company for the F.Y 2026-27 on Saturday, 21st November, 2026 at 02:00 P.M IST through Video Conferencing (‘VC’)/ Other Audio Visual Means (‘OAVM’) as permitted. The Board has also approved the Notice of 1st Extra-Ordinary General Meeting for the financial year 2026-27. Further, the Board of Directors had appointed CS Kunal Sharma, Proprietor of Kunal Sharma & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the E-Voting process (Remote E-Voting and E-Voting during the 1st EGM) in a fair and transparent manner. Intimations for 1st Extra-Ordinary General Meeting along with Notice and E-voting period will be given separately in due course of the time. The meeting was commenced at 11:00 A.M and concluded at 11:55 A.M. Kindly consider this and take on record as a requisite disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. You are requested to take the same on record. Thanking You, Yours Faithfully, FOR AND ON BEHALF OF WEALTH FIRST PORTFOLIO MANAGERS LIMITED ASHISH SHAH MANAGING DIRECTOR DIN: 00089075 Encl: As above Annexure A Sr. No. Particulars Description 01 If the listed entity is a party of the Party 1: Wealth First Advisors Private agreement, Limited (‘the Target Entity’) (i) details of the counterparties (including Party 2: Wealth First Portfolio Managers names and relationship with the listed Limited (‘Listed Entity’, ‘the Company’, ‘the entity). Acquirer Company’) Party 3: Shareholders of Wealth First Advisors Private Limited (‘Existing Shareholders of the Target Company’) The Target Entity is a Promoter Group Company of the Listed Entity. 02 If listed entity is not a party to the Not Applicable. agreement, (i) name of the party entering into such an agreement and the relationship with the listed entity; (ii) details of the counterparties to the agreement (including name and relationship with the listed entity); (iii) date of entering into the agreement 03 Purpose of entering into the agreement The SPA records the terms and conditions on which the Sellers have agreed to sell, and the Acquirer has agreed to acquire the Sale Shares along with the control over the Company. 04 Shareholding, if any, in the entity with NIL whom the agreement is executed 05 Significant terms of the agreement (in The sale of Shares under the SPA is brief) proposed to be executed at a price of Rs. 2,489.11/- per Equity Share Pursuant to execution of the SPA. The consummation of the Proposed Transaction is subject to satisfaction of conditions precedent (including, but not limited to, rece [Showing first 8,000 characters — download PDF for full document]