Key Quantitative Figures

  • Offer Shares: 27,74,970 Equity Shares
  • Offer Percentage: 25.57% of Expanded Voting Share Capital
  • Offer Price: ₹10.00 per share
  • Total Maximum Consideration: ₹2,77,49,700 (assuming full acceptance)
  • Existing Paid-up Capital: ₹24,00,700 (2,40,070 equity shares of ₹10 each)
  • Preferential Issue Size: 1,06,13,500 equity shares at ₹10 each (post-issue expanded capital)
  • Share Purchase Agreement Consideration: ₹7,71,600 for 1,28,600 shares (1.18%)
  • Share Subscription Agreement Consideration: ₹7,95,00,000 for 79,50,000 shares (73.25%)

Dates of Action

  • Public Announcement Date: Friday, March 13, 2026
  • Detailed Public Statement Publication: Monday, March 23, 2026
  • Identified Date: Thursday, June 18, 2026
  • Tendering Period: Friday, July 3, 2026 to Thursday, July 16, 2026
  • Payment Deadline: Within 10 working days of tendering period closure
  • RBI Control Approval: June 19, 2026 (valid for 1 year)
  • RBI Management Approval: June 18, 2026 (valid until June 1, 2031)
  • EGM for Preferential Issue: April 13, 2026

Parties Involved

Acquirers:

  • Mr. Jitesh Kothari (Acquirer 1)
  • Mr. Atul Ramshankar Jaiswal (Acquirer 2)

Selling Promoter Shareholders:

10 entities including Mrs. Meenakshi N Ruia, Mr. Rajendra M Ruia, Mr. Narendra M Ruia, and various LLPs

Manager to Offer: JJ IPO Advisors Private Limited

Registrar to Offer: Integrated Registry Management Services Private Limited

Target Company: Arco Leasing Limited (CIN: L65910MH1984PLC031957)

Subsidiary: Ansu Trade & Fiscals Private Limited (RBI registered NBFC, Certificate No. B.05.03608)

Purpose and Rationale

The Offer is a triggered mandatory open offer in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations pursuant to execution of:

1. Share Purchase Agreement dated March 13, 2026 for acquisition of 1,28,600 shares (1.18%) from selling promoters

2. Share Subscription Agreement dated March 13, 2026 for preferential allotment of 79,50,000 shares (73.25%)

The acquisitions will result in the Acquirers obtaining control over the Target Company and becoming promoters post-successful completion of the Offer.

Financial and Operational Impact

  • Change in Control: Acquirers will obtain control and management of Target Company
  • Post-offer Holding: Acquirers will hold 100% of expanded voting share capital (1,08,53,570 shares) assuming full acceptance
  • Public Shareholding: May fall below minimum required level, requiring Acquirers to take steps to comply within 12 months
  • Subsidiary Impact: Change in control and management of NBFC subsidiary approved by RBI
  • Business Continuity: Acquirers propose to continue existing business and may diversify with shareholder approval

Capital Structure Impact

  • Pre-offer Capital: 2,40,070 equity shares
  • Post-preferential Issue: 1,08,53,570 equity shares (expanded capital)
  • Dilution: Significant dilution due to preferential issue
  • Promoter Change: Existing promoters will cease to be promoters and will declassify

Conditions and Approvals

Statutory Approvals Obtained:

  • RBI approval for change in control of subsidiary (Ref: KOL.DOR.NOS591/01-01-001/2025-2026 dated June 19, 2026)
  • RBI approval for change in management of subsidiary (Ref: KOL.DOR.NO.S570/01-01-005/2026-27 dated June 18, 2026)
  • Shareholder approval for preferential issue at EGM on April 13, 2026

Pending Approval:

  • In-principle approval from BSE for preferential issue (application submitted)

Risk Factors

  • Offer may be withdrawn only in specific circumstances under Regulation 23 of SAST Regulations
  • Delay in payment may occur if statutory approvals not received, though Acquirers liable to pay 10% interest for delays
  • Physical share tendering requires additional documentation and verification
  • Public shareholding may fall below minimum requirement post-offer
  • Target company financials show negative net worth and losses in recent years

Financial Arrangements

  • Escrow Account: 'JITESH KOTHARI ARCO LEASING – OPEN OFFER ESCROW ACCOUNT' with Axis Bank
  • Escrow Amount: ₹73,00,000 (more than 25% of total consideration)
  • Acquirers certified to have sufficient net worth (₹745.522 lakhs and ₹755.315 lakhs respectively)
  • No borrowings from banks/financial institutions required

Tax Considerations

  • Securities Transaction Tax not applicable
  • Tax deduction at source may apply for non-resident shareholders
  • Different tax treatment for capital gains vs. business income
  • Detailed tax compliance requirements outlined in Letter of Offer

Settlement Procedure

  • Tendering through BSE's acquisition window
  • Demat shareholders: Through stock exchange mechanism with lien marking
  • Physical shareholders: Submit documents to Registrar
  • Minimum marketable lot: 1 share
  • Proportionate acceptance in case of oversubscription

#Tags: #ArcoLeasing #OpenOffer #SEBISAST #RegulatoryCompliance #Takeover #Neutral