Arco Leasing has seen its ownership structure shift significantly following the conclusion of a mandatory open offer by Jitesh Kothari and Atul Ramshankar Jaiswal, who now collectively hold 74.44% of the company’s voting share capital. The offer, mandated under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, aimed to acquire up to 27,74,970 equity shares representing 25.57% of the expanded voting share capital from public shareholders. The minimal response from public investors—only 300 shares tendered—highlights the illiquid nature of the stock, which was classified as "infrequently traded" on the BSE.

The post-offer report, filed with BSE Limited on August 06, 2026, confirms that the acquirers paid ₹3,000 in cash for the accepted shares, fulfilling their obligation within the stipulated timeline. JJ IPO Advisors Private Limited served as the manager to the offer, while Integrated Registry Management Services Private Limited acted as the registrar. The process adhered to regulatory timelines, with the tendering period closing on July 16, 2026, and consideration paid by July 30, 2026.

Offer Details and Response

The open offer was priced at ₹10.00 per equity share, aggregating to a maximum consideration of ₹2,77,49,700 assuming full acceptance. However, the actual response was negligible. Out of 108 public shareholders holding 1,11,470 shares on the identified date, only one shareholder tendered 300 shares. This represents a response level of 0.0001 times the offer size.

The low participation is consistent with the market data provided in the filing. During the 12 months prior to the public announcement (March 01, 2025, to February 28, 2026), only 2,000 equity shares were traded on the BSE, constituting just 0.83% of the listed shares. Consequently, no market price was recorded for the stock on key dates including the public announcement date (March 13, 2026), the commencement of the tendering period (July 03, 2026), or its closure (July 16, 2026).

Escrow and Payment Mechanism

To secure the offer, the acquirers created an escrow account with Axis Bank Limited on March 13, 2026, depositing ₹73,00,000, which exceeded the required 25% of the total consideration. The deposit was made in two tranches: ₹50,000 on March 13, 2026, and the balance of ₹72,50,000 on March 16, 2026.

Following the closure of the tendering period, funds were released from the escrow account on July 21, 2026. A sum of ₹4,500 was transferred to a special escrow account and subsequently to Sunflower Broking Private Limited (Buying Broker Account) to facilitate the payment to the accepting shareholder. The remaining escrow balance was presumably returned to the acquirers, as the offer was not withdrawn and no forfeiture occurred.

Post-Offer Shareholding Pattern

The open offer constituted only a minor component of the acquirers' overall strategy to gain control of Arco Leasing. The majority of their stake was acquired through off-market transactions:

• Share Purchase Agreement: 1,28,600 shares (1.18%)
• Share Subscription Agreement: 79,50,000 shares (73.25%)
• Open Offer: 300 shares (0.011%)

Post-offer, Jitesh Kothari and Atul Ramshankar Jaiswal hold a combined 80,78,900 shares, representing 74.44% of the total voting share capital. The erstwhile promoters, who held 53.57% (1,28,600 shares) pre-offer, have ceased to be promoters. The public shareholding stands at 27,74,670 shares, or 25.56%, which remains above the minimum 25% threshold required for continuous listing under SEBI regulations.

What the Numbers Show

The transaction underscores the distinction between regulatory compliance and actual market activity in small-cap, illiquid stocks. While the open offer was legally mandated to allow public shareholders an exit opportunity at ₹10.00 per share, the absence of trading volume meant there was no market benchmark to compare this price against. The acquirers’ primary entry into the company was via negotiated agreements (SPA and SSA), suggesting a pre-arranged transfer of control rather than an open-market takeover bid. The successful maintenance of the 25% public float ensures that Arco Leasing avoids delisting risks despite the concentration of ownership among the new promoters.

Arco Leasing Limited has expanded its senior leadership team by appointing Atul Ramshankar Jaiswal and Jitesh Kothari as Whole-Time Directors. The Board of Directors approved the appointments during a meeting held on July 23, 2026, with both executives taking office immediately for five-year terms ending on July 22, 2031. The appointments are subject to approval by shareholders at an upcoming general meeting.

The additions signal a strategic focus on strengthening financial oversight and corporate governance within the leasing firm. Both Jaiswal and Kothari are qualified Chartered Accountants with deep expertise in taxation, audit, and regulatory compliance. Their backgrounds suggest an intent to bolster the company’s financial advisory capabilities and ensure robust adherence to statutory requirements under the Companies Act and SEBI regulations.

The appointments were made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The Nomination and Remuneration Committee recommended the hires before they were put forward to the Board.

Appointment Details

Atul Ramshankar Jaiswal brings over eight years of professional experience in financial reporting, taxation, auditing, and business advisory services. A Commerce graduate from the University of Mumbai, he previously worked as a practicing Chartered Accountant from September 2017 to January 2026 and is currently an Independent Consultant. His expertise spans direct and indirect taxation, statutory and internal audits, GST, ROC matters, and financial planning.

Jitesh Kothari offers over nine years of diversified experience in audit, assurance, taxation, capital markets, and fundraising. Also a Commerce graduate from the University of Mumbai, he practiced as a Chartered Accountant from February 2016 to July 2024 and is now an Independent Consultant. Kothari has served as faculty for ICAI Orientation Programmes and possesses experience as a Research Analyst in financial markets, advising clients on IPOs, Alternative Investment Funds (AIFs), and investment strategies.

Compliance Declarations

Both appointees have declared that they are not related to any existing Director or Key Managerial Personnel (KMP) of Arco Leasing Limited. Furthermore, in accordance with BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, the company affirmed that neither Jaiswal nor Kothari is debarred from holding the office of director by any order of SEBI or other authorities.

The Board meeting commenced at 3:00 PM and concluded at 4:30 PM on July 23, 2026. Akash Dubey, Managing Director of Arco Leasing Limited, signed the disclosure.