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.

Arco Leasing Limited has completed newspaper publication requirements for its Extra-Ordinary General Meeting (EGM) scheduled for April 13, 2026, following regulatory compliance under SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The company published advertisements in Active Times (English) and Mumbai Lakshadeep (Marathi) on March 19, 2026, providing comprehensive information about the 1st EGM of FY 2026-27.

Regulatory Compliance and Publication Details

The company filed the newspaper publication disclosure on March 20, 2026, with BSE Limited under Regulation 30 and 47 of SEBI (LODR) Regulations, 2015. The filing was signed by Rajendra Mahavirprasad Ruia, Whole Time Director (DIN: 01300823), confirming that EGM notices were electronically sent to all shareholders on March 18, 2026.

Board Appointments and Leadership Changes

The EGM will consider several key director appointments as part of the company's governance restructuring. The agenda includes the appointment of Ms. Jeny Gowadia (DIN: 03014009) as Non-Executive Independent Director and the regularization of Mr. Keyur Shah (DIN: 09420459) as Non-Executive Independent Director. Both directors were initially appointed as Additional Directors on March 9, 2026, and will serve five-year terms from March 9, 2026, to March 8, 2031.

Significantly, the company proposes to appoint Mr. Akash Dubey (DIN: 08731219) as Managing Director for a five-year term with remuneration up to ₹50,000 per month. Mr. Dubey, aged 33 years, brings expertise in capital raising, investor relations, and strategic partnerships to the role.

Capital Structure Enhancement

The meeting will address a substantial increase in the company's authorized share capital. The proposal involves expanding the authorized capital from the existing ₹6,00,00,000 to ₹15,50,00,000, representing an increase of ₹9,50,00,000.

Preferential Share Issue

The company plans to issue 1,06,13,500 equity shares through preferential allotment at par value of ₹10 per share, raising ₹10,61,35,000. The issue includes both proposed promoters and non-promoter investors, with the funds intended for investment in the company's wholly-owned NBFC subsidiary.

The two largest proposed promoters, Jitesh Kothari and Atul Ramshankar Jaiswal, will subscribe to 39,75,320 and 39,74,680 shares respectively, collectively holding 73.26% of the post-issue equity capital. This will result in a change of control, triggering open offer obligations under SEBI takeover regulations.

E-voting and Participation Details

Shareholders can participate through remote e-voting from April 9, 2026 (9:00 AM) to April 12, 2026 (5:00 PM) via Bigshare's platform at ivote.bigshareonline.com. The company has appointed Ms. Sonam Jain, Practicing Company Secretary, as scrutinizer for the voting process. Members holding shares as on the cut-off date of April 3, 2026, are eligible to vote electronically or attend the physical meeting at the registered office in Mumbai.

The proposed changes reflect the company's strategic direction toward strengthening its capital base and expanding its financial services operations through its NBFC subsidiary, while ensuring compliance with regulatory requirements for corporate governance and capital market regulations.