Mr. Jitesh Kothari and Mr. Atul Ramshankar Jaiswal have initiated a mandatory open offer to acquire up to 27,74,970 equity shares, representing 25.57% of the expanded voting share capital of Arco Leasing Limited , at a price of ₹10.00 per share. The offer, aggregating to a maximum consideration of ₹2,77,49,700, is pursuant to the substantial acquisition of shares and change in control triggered by the execution of a share purchase agreement and a share subscription agreement. The tendering period for the open offer is scheduled to commence on Friday, July 03, 2026, and conclude on Thursday, July 16, 2026.

The Committee of Independent Directors (IDC) reviewed the offer documents and recommended that shareholders evaluate the offer independently, noting the price is in line with SEBI (SAST) Regulations. The offer is not conditional upon a minimum level of acceptance and is not a competing offer. The acquirers have made adequate financial arrangements, including an escrow account deposit, to fulfil their obligations.

Key Offer Details

Background and Approvals

The open offer follows the acquirers' agreement to purchase 1,28,600 equity shares from the selling promoter shareholders and subscribe to 79,50,000 equity shares via a preferential issue. The subsidiary of the target company, Ansu Trade & Fiscals Private Limited, has received necessary approvals from the Reserve Bank of India for the proposed change in control and management. The shareholders of the target company approved the preferential issue at the Extraordinary General Meeting held on April 13, 2026, and the company received in-principle approval from BSE dated June 29, 2026.

The offer price of ₹10.00 per share has been determined in accordance with the SEBI (SAST) Regulations, 2011, being higher than the negotiated price of ₹6.00 per share under the share purchase agreement and the issue price of ₹10.00 per share under the share subscription agreement. The equity shares of the target company are infrequently traded on the BSE Limited.

Arco Leasing Limited reported a consolidated net loss of ₹37.62 lakh for the financial year ended March 31, 2026, reversing from a net profit of ₹1.41 lakh in the previous year. The company's total income for FY26 rose to ₹24.77 lakh from ₹18.82 lakh in FY25, while total expenditure increased significantly to ₹65.09 lakh from ₹13.15 lakh, primarily due to a surge in other expenses to ₹61.28 lakh. The Board of Directors approved the audited standalone and consolidated financial results at a meeting held on May 30, 2026. Statutory Auditor M. C. Jain & Co. issued an unmodified opinion on the financial statements.

Financial Performance

On a standalone basis, the company reported a net loss of ₹56.13 lakh for the year, compared to a loss of ₹11.24 lakh in FY25. For the quarter ended March 31, 2026, the consolidated net profit stood at ₹5.89 lakh, a recovery from the net loss of ₹4.28 lakh recorded in the same period last year. Earnings per share (EPS) on a consolidated basis for the full year was (₹15.67), compared to ₹0.59 in the previous year.

Assets and Liabilities

The consolidated total assets as of March 31, 2026, stood at ₹262.34 lakh, a decrease from ₹296.10 lakh in the previous year. Current liabilities increased to ₹357.59 lakh from ₹353.73 lakh. The statement of cash flows indicated a net increase in cash and cash equivalents of ₹10.42 lakh for the consolidated entity during the year. The company's paid-up equity share capital remained unchanged at ₹24.01 lakh.