Arco Leasing Ltd

AGM Details

• Date/time and venue: Sep 30, 2026, 5:00 p.m. IST, Mumbai office (physical).
• Remote e-voting: Sep 27–29, 2026.
• Scrutinizer appointed for fair voting.

Key Resolutions

• Adoption of standalone and consolidated financial statements and reports.
• Appointment of statutory auditors for five-year term.
• Appointment to fill casual vacancy caused by resignation of prior auditor.
• Appointment of Jitesh Kothari as Director.
• Whole Time Director and Chairman appointment for five years with remuneration.
• Appointment of Anshul Sharma as Executive Director for five years with remuneration.
• Appointment of Atul Ramshankar Jaiswal as Director.
• Change in designation of Atul Ramshankar Jaiswal from WTD to Managing Director for five years with remuneration.
• Regularization of Utsav Jasapara as Non-Executive Independent Director for first term of five years.
• Approval to make loans/investments/guarantee under Section 186.

Voting & Outcomes

• Voting results will be intimated to stock exchange and uploaded online.

Arco Leasing Limited — Closure of Trading Window from 1st October, 2026 till the end of 48 hours after the declaration of unaudited financial results for the quarter and half year ending 30th September, 2026

Change in registered office

• Shifting of registered office to Borivali East, Mumbai; effective 21 September 2026.

Acquisition by Proposed Promoter

• Target Company: Arco Leasing Limited.
• Disclosing Party: Atul Ramshankar Jaiswal (Promoter/Promoter Group).
• Transaction Type: Acquisition of 64,620 equity shares via SPA.
• Pre-Transaction Holding: 39,74,830 shares (36.62%).
• Transaction Details: Acquired 64,620 equity shares (0.60%), off-market via SPA dated 13.03.2026.
• Post-Transaction Holding: 40,39,450 shares (37.22%).
• Date of Transaction: 02.08.2026.
• Share Capital Context: Before and after: 10,853,570 equity shares.

Transaction summary

• Target Company: Arco Leasing Limited.
• Disclosing Party: Jitesh Kothari; promoter group member.
• Transaction Type: Acquisition of equity shares.
• Mode: Off-market via SPA dated 13.03.2026; Open Offer completed 06.08.2026.

Pre-transaction holding

• Holding before: 39,75,470 shares (36.63%).
• Encumbrances: Nil.

Transaction details

• Acquired: 63,980 shares (0.59%).
• Instrument: Equity shares; no warrants.
• Date: 07-09-2026.

Post-transaction holding

• Holding after: 40,39,450 shares (37.22%).
• Encumbrances: Nil.

Capital context

• Pre-transaction equity capital: 10,853,570 shares.
• Post-transaction equity capital: 10,853,570 shares.

Financial performance

• Standalone revenue from operations: 7.00 lakhs; Consolidated: 23.60 lakhs.
• Total revenue: Standalone 8.17 lakhs; Consolidated 24.77 lakhs.
• Standalone PBT: (56.13) lakhs; Consolidated (40.32) lakhs.
• Standalone PAT: (56.13) lakhs; Consolidated (37.62) lakhs.
• EPS (Basic/Diluted): Standalone (23.38); Consolidated (15.67).
• Dividend declared: none.
• Share capital: ₹24.01 lakh at 31-Mar-2026.
• Standalone cash: ₹8.65 lakh; Consolidated ₹13.25 lakh.
• Subsidiary: Ansu Trade & Fiscals Pvt Ltd is 100% owned.

Capital & liquidity

• Equity share capital at year-end: ₹24.01 lakh.
• Cash & bank balances: Standalone ₹8.65 lakh; Consolidated ₹13.25 lakh.
• Investments: Standalone 217.19 lakh; Mutual funds 21.32 lakh.
• Trading resumed after BSE suspension revocation.

Governance & management changes

• Jitesh Kothari appointed Director on 23 July 2026.
• Appointed Whole Time Director and Chairman for five years.
• Anshul Sharma appointed Executive Director and CFO, 13 Aug 2026.
• Atul Ramshankar Jaiswal named MD from 13 Aug 2026.
• Remuneration to MD per Schedule V; no payment due to losses.
• Utsav Jasapara appointed Independent Director for five years from 13 Aug 2026.
• Aarushi Jain ceased May 12, 2025; other independents joined Aug 2025-26.
• Akash Dubey resigned as MD and CFO on Aug 13, 2026.

Auditors & secretarial

• DMKH & Co appointed as Statutory Auditors to fill casual vacancy; 5-year term pending AGM approval.
• M C Jain & Co LLP resigned Aug 14, 2026.
• Secretarial MR-3 flagged late MCA e-forms; overall compliance maintained.

Dividend, listings & corporate actions

• Dividend for FY2025-26 not recommended.
• Trading of shares resumed on BSE after suspension revocation.

Subsidiaries & related party

• Wholly owned subsidiary: Ansu Trade & Fiscals Pvt Ltd.
• Related party transactions: not material; disclosures exist in notes.
• Consolidated financials include the subsidiary.

Risk & going concern

• Standalone audit flags going concern; negative net worth; promoter support required.
• Consolidated results show no material going-concern issues beyond losses.

Resigning directors and governance impact

• Srikar Gopalrao, Independent Director, resigns effective 31 August 2026 due to stake sale and management change.
• Usha Manish Ghelani, Independent Director, resigns effective 31 August 2026 due to stake sale and management change.
• Khadija Taher Raniwala, Independent Director, resigns effective 31 August 2026 due to stake sale and management change.
• Directors confirm there are no other material reasons for resignation beyond stake sale and control change.
• Srikar Gopalrao previously served on Audit Committee and Nomination and Remuneration Committee.
• Usha Manish Ghelani served on Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.
• Khadija Taher Raniwala will cease to be a member of the Board and all committees.
• Srikar Gopalrao also serves as Independent Director at Yunik Managing Advisors.
• Usha Manish Ghelani also serves as Independent Director of Thomas Scott (India) Limited.
• Khadija Taher Raniwala does not hold directorship in any listed entity.

Auditor Appointment

• Board approved DMKH & CO as Statutory Auditors to fill the casual vacancy (Aug 25, 2026).
• To hold office from Aug 25, 2026 until the ensuing AGM.
• Recommended for a 5-year term from the 42nd AGM to the 47th AGM (2031).
• Subject to Members' approval.
• DMKH & CO profile: established 1990; 160+ professionals; RBI/ICAI empanelments.
• Reason for change: resignation of M/s M. C. Jain & Co LLP.

Resigning Directors

• Rajendra Mahavirprasad Ruia, Whole-Time Director, resigned; 18 Aug 2026; reason: sale of stake and change in control.
• Narendra Mahavirprasad Ruia, Director, resigned; 18 Aug 2026; reason: sale of stake and change in control; Board accepted.