Arco Leasing Limited has issued a corrigendum dated March 27, 2026 to its Extra-Ordinary General Meeting (EGM) Notice dated March 13, 2026. The corrigendum addresses specific modifications to the explanatory statements related to the preferential issue of equity shares scheduled for approval at the EGM on April 13, 2026.

Key Modifications in Corrigendum

The corrigendum specifically modifies two critical sections under the explanatory statements of item 6:

• Point no. 2 titled "Objects of the Issue"
• Point no. 21 titled "Current and proposed Status of the Proposed Allottee post preferential issue"

All other contents of the original EGM Notice dated March 13, 2026 remain unchanged except for these specified modifications. The corrigendum has been made available on the BSE website and the company's official website.

Fund Utilization Plan

The company has outlined a detailed deployment schedule for the proceeds from the preferential issue totaling ₹1061.35 lakhs:

Investment in Subsidiary NBFC

The major portion of ₹1016.35 lakhs will be deployed in the company's wholly owned subsidiary, Ansu Trade & Fiscals Private Limited. This subsidiary is a Non-Banking Financial Company registered with RBI bearing Certificate of Registration Number B.05.03608, incorporated under the Companies Act, 1956 with CIN: U65100WB1990PTC049122.

The funds will primarily strengthen the subsidiary's capital base to meet Net Owned Fund requirements prescribed by the Reserve Bank of India. The remaining amount will support the subsidiary's business operations, including onward lending activities and working capital requirements.

Changes in Allottee Status

The corrigendum reveals significant changes in the proposed allottee structure post preferential issue:

The preferential allotment will be made to both promoters and non-promoters, with 19 proposed allottees in total. Notably, two individuals - Jitesh Kothari and Atul Ramshankar Jaiswal - will transition from non-promoter to promoter status following the preferential issue.

Administrative and Compliance Details

The company will utilize ₹45.00 lakhs for administrative expenses in the ordinary course of business. The corrigendum was signed by Rajendra Mahavirprasad Ruia, Whole-Time Director (DIN: 01300823), and issued from the company's registered office in Mumbai. The document emphasizes that the notice should always be read in conjunction with this corrigendum, and expresses regret for any inconvenience caused to members due to these amendments.

Mr. Jitesh Kothari and Mr. Atul Jaiswal have announced a comprehensive open offer to acquire a significant stake in Arco Leasing Limited under SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations. The offer targets 27,74,970 equity shares representing 25.57% of the company's expanded voting share capital.

Open Offer Details

The acquirers are proposing to purchase equity shares at ₹10 per share, aggregating to a maximum consideration of ₹2,77,49,700 assuming full acceptance. This offer follows the execution of share purchase and subscription agreements dated March 13, 2026.

Acquirer Profiles

Mr. Jitesh Kothari (Acquirer 1) is a 33-year-old Chartered Accountant with over 8 years of experience in taxation, audits, and business consultancy. He operates as the sole proprietor of Jitesh Kothari & Associates and holds a net worth of ₹745.522 lakhs as of March 09, 2026.

Mr. Atul Ramshankar Jaiswal (Acquirer 2) is also a 33-year-old Chartered Accountant with more than 8 years of experience in taxation and advisory services. He runs Atul Jaiswal & Associates and maintains a net worth of ₹755.315 lakhs as of March 09, 2026.

Transaction Structure

The acquisition involves two key components:

Share Purchase Agreement

The acquirers will purchase 1,28,600 sale shares representing 1.18% of the expanded voting share capital from existing promoter shareholders at a negotiated price of ₹6 per share, totaling ₹7,71,600.

Preferential Issue Participation

Under the share subscription agreement, the acquirers will participate in a preferential issue of 1,06,13,500 equity shares at ₹10 per share. The acquirers will subscribe to 79,50,000 shares (74.90% of the total subscription), representing 73.25% of the expanded voting share capital.

Financial Arrangements

The acquirers have established adequate financial resources for the transaction. They have opened an escrow account with Axis Bank Limited under the name "JITESH KOTHARI ARCO LEASING - OPEN OFFER ESCROW ACCOUNT" and deposited ₹73,00,000, representing more than 25% of the total consideration payable assuming full acceptance.

Regulatory Compliance

The detailed public statement was published in multiple newspapers on March 23, 2026, including Financial Express (English, All Editions), Jansatta (Hindi, All Editions), and Pratahkal (Marathi, Mumbai Edition). The offer requires approval from the Reserve Bank of India due to the target company's subsidiary being a registered Non-Banking Financial Company.

Company Information

Arco Leasing Limited is incorporated under the Companies Act, 1956, with CIN L65910MH1984PLC031957. The company's registered office is located at Plot No. 123, Street No.17, MIDC Marol, Andheri (E), Mumbai, Maharashtra, 400093. The company's subsidiary, Ansu Trade & Fiscal Private Limited, operates as a Non-Banking Financial Company registered with RBI.

Upon completion of the underlying transactions and the open offer, the acquirers will acquire control over the target company and become the new promoters, with existing promoter shareholders being reclassified from the promoter category in accordance with SEBI regulations.