Arco Leasing Limited Faces Mandatory Open Offer at ₹10.00 Per Share for 25.57% Stake

Two individual investors have launched a mandatory open offer for Arco Leasing Limited, seeking to acquire a significant stake in the Mumbai-based non-banking financial company. The offer, announced on March 13, 2026, represents a major ownership transition for the BSE-listed entity. Open Offer Structure and Pricing The acquirers are offering to purchase 27,74,970 equity shares at ₹10.00 per share, representing 25.57% of Arco Leasing's expanded voting share capital. The offer price determination follows SEBI regulations for infrequently traded securities, with the total consideration amounting to ₹2,77,49,700.00 payable in cash. Parameter: Details Offer Size: 27,74,970 equity shares Offer Price: ₹10.00 per share Stake Percentage: 25.57% of expanded voting capital Total Consideration: ₹2,77,49,700.00 Payment Mode: Cash Acquirer Details and Transaction Structure The acquirers, Mr. Jitesh Kothari and Mr. Atul Jaiswal, both 33-year-old Mumbai residents, are executing the acquisition through two underlying transactions. The first involves a share purchase agreement dated March 13, 2026, for acquiring 1,28,600 existing shares from selling promoter shareholders at ₹6.00 per share, totaling ₹7,71,600.00. The second transaction comprises a share subscription agreement for 79,50,000 new equity shares at ₹10.00 per share, aggregating ₹7,95,00,000.00. This preferential issue represents 73.25% of the expanded voting share capital. Transaction Type: Share Purchase Share Subscription Number of Shares: 1,28,600 79,50,000 Price per Share: ₹6.00 ₹10.00 Total Value: ₹7,71,600.00 ₹7,95,00,000.00 Voting Capital %: 1.18% 73.25% Target Company Profile Arco Leasing Limited, incorporated in 1984, operates as a non-banking financial company with its registered office in Mumbai's MIDC Marol area. The company trades on BSE Limited under scrip code 511038 and maintains a subsidiary, Ansu Trade & Fiscals Private Limited, which is also registered as an NBFC with the Reserve Bank of India. The company's existing share capital comprises ₹2,74,00,700, including 2,40,070 equity shares of ₹10 each and 2,50,000 cumulative redeemable preference shares of ₹100 each. Regulatory Requirements and Approvals The open offer requires approval from the Reserve Bank of India due to the change in control of an NBFC. The transaction is structured to comply with SEBI's Substantial Acquisition of Shares and Takeovers Regulations, 2011, which mandate open offers when acquiring more than 25% voting rights. JJ IPO Advisors Private Limited serves as the manager to the open offer, with the detailed public statement scheduled for publication within five working days. The offer is not conditional on minimum acceptance levels and does not involve any delisting intentions. Post-Transaction Shareholding Structure Upon completion of all transactions, including full acceptance of the open offer, the acquirers will hold 100% of the expanded voting share capital, with each acquirer maintaining a 50% stake. The existing promoter shareholders will exit completely, transferring control to the new acquirers who will subsequently apply for reclassification as promoters under SEBI regulations. The transaction timeline extends from the agreement execution date of March 13, 2026, through the completion of consideration payments to accepting shareholders, subject to obtaining necessary regulatory approvals and meeting other specified conditions. Arco Leasing Limited announced significant corporate restructuring decisions following a Board of Directors meeting held on March 13, 2026. The company has approved measures to strengthen its capital structure through authorized share capital enhancement and a substantial preferential share issue, as disclosed in its regulatory filing to BSE Limited under Regulation 30 of SEBI (LODR) Regulations, 2015. Board Meeting Outcomes The board meeting, which commenced at 09:30 A.M. (IST) and concluded at 2:30 P.M. (IST), addressed two primary agenda items. The directors approved an increase in the company's authorized share capital to facilitate further share issuance and authorized amendments to the capital clause of the Memorandum of Association. These changes require approval from company members through an Extra Ordinary General Meeting. Preferential Issue Details The board sanctioned a preferential issue of equity shares with the following specifications: Parameter: Details Total Shares: 106,13,500 equity shares Face Value: Rs. 10.00 per share Issue Price: Rs. 10.00 per share Total Issue Size: Rs. 10,61,35,000 Number of Allottees: 19 investors Issue Type: Private placement basis The preferential allotment will be conducted in accordance with Section 42 and Section 62 of the Companies Act, 2013, along with applicable SEBI regulations including the SEBI (Issue of Capital And Disclosure Requirements) Regulations, 2018. Authorized Share Capital Structure Following the proposed amendments, the company's authorized share capital will be restructured to Rs. 15,50,00,000. This capital structure comprises: Component: Details Equity Shares: 1,15,00,000 shares of Rs. 10.00 each Preference Shares: 4,00,000 shares of Rs. 100.00 each (0.01% Cumulative Redeemable) Total Authorized Capital: Rs. 15,50,00,000 Key Investor Allocations The preferential issue targets a diverse investor base including both proposed promoters and non-promoter categories. The major allocations include: Investor Category: Key Allottees Shares Allocated Post-Issue Shareholding (%) Proposed Promoter: Jitesh Kothari 39,75,320 36.63% Proposed Promoter: Atul Jaiswal 39,74,680 36.63% Non-Promoter: Varun Sharma 9,90,685 9.13% Non-Promoter: Sandhya Dhomeja 9,54,315 8.79% Non-Promoter: Jaishankar Raja 5,31,000 4.89% Jitesh Kothari and Atul Jaiswal, both classified as proposed promoters, will collectively hold approximately 73.26% of the post-issue shareholding. The remaining 14 non-promoter investors will receive allocations ranging from 2,000 to 50,000 shares each. Regulatory Compliance and Next Steps The company has implemented necessary compliance measures, including maintaining a closed trading window for designated persons under the insider trading prevention code. This restriction will continue for 48 hours following the board meeting conclusion. The company will communicate the Notice of Extra Ordinary General Meeting to BSE Limited in due course, seeking shareholder approval for the proposed changes. The implementation of these corporate actions remains subject to approvals from company members, BSE Limited, and the Registrar of Companies as applicable under current regulations. The filing was signed by Rajendra Mahavirprasad Ruia, Whole-Time Director (DIN: 01300823). We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. 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