Arco Leasing Ltd

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.

MD resignation details

• Akash Dubey, CFO and MD, resigns from both roles.
• Resignation effective at close of business hours on August 13, 2026.
• Reason cited: other professional commitments; no other material reasons.
• Requests removal as authorized signatory and to inform RoC and exchanges.
• Company to initiate regulatory and banking updates per applicable laws.

Meeting Details

• Meeting on 13 August 2026 at 05:00 P.M.; venue: registered office of the company.

Key Agenda Items

• To consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• Trading window is closed from July 1, 2026 until 48 hours after the results declaration.

• Dematerialisation requests up to 30 June 2026 were confirmed to depositories, and related securities listed.
• Dematerialisation certificates were mutilated and cancelled after verification; depository's name substituted as registered owner within 15 days.

Open Offer Overview

• Acquirers: Mr. Jitesh Kothari and Mr. Atul Ramshankar Jaiswal.
• Target: Arco Leasing Limited.
• Purpose/trigger: Open offer to acquire 25.57% expanded voting share capital.

Offer Details

• Number and percentage: 27,74,970 shares representing 25.57%.
• Offer price and total consideration: ₹10 per share; ₹2,77,49,700 total.
• Mode of payment: cash.
• Type: Open offer under SEBI SAST regulations.

Transaction Background

• Public Announcement dated 13 Mar 2026 and Detailed Public Statement dated 21 Mar 2026.
• Draft LOF dated 01 Apr 2026 and LOF with forms dated 23 Jun 2026.
• IDC recommendations dated 30 Jun 2026 published 01 Jul 2026.
• Offer opening announcements and corrigendum published 02 Jul 2026.

Post-Offer Impact

• Pre-offer acquirer shareholding not disclosed.
• Post-offer stake if fully accepted: 25.57% of expanded voting share capital.
• Delisting or management changes not disclosed.

Timeline and Process

• Offer opening date: 02 Jul 2026.
• Eligible participants: public shareholders of Arco Leasing Limited.
• Tendering period details not provided.

Independent Directors' Recommendations

• IDC recommendations dated 30 Jun 2026 and published 01 Jul 2026.

Other Material Information

• Regulatory approvals: SEBI SAST compliance required.
• Offer size: cash, maximum ₹2,77,49,700.
• Publication of opening announcement and corrigendum on 02 Jul 2026.

Open Offer details

• Open Offer by Acquirers to acquire 27,74,970 shares (25.57% equity) from public shareholders.
• Offer price is ₹10.00 per share, payable in cash.
• Maximum consideration ₹2,77,49,700 would be payable on full acceptance.
• Open Offer follows the March 2026 public announcement and related documents.
• IDC has published its recommendations for the Open Offer.
• IDC recommendations published in Financial Express, Jansatta, Pratahkal on 01 July 2026.
• Manager to the Open Offer is JJ IPO Advisors Private Limited.
• Regulatory disclosures include SEBI SAST Regulation 26(7) IDC recommendations.
• Dates referenced include July 1, 2026 publication and related letters.
• No other governance changes disclosed in this chunk.

Open offer overview

• Open Offer to acquire up to 27,74,970 shares (25.57% expanded voting capital) at ₹10 each.
• Total maximum cash consideration ₹2.77 crore; aggregate amount ₹2,77,49,700.
• Acquirers: Mr. Jitesh Kothari and Mr. Atul Jaiswal; buying 1,28,600 Sale Shares from Promoters at ₹6.
• Preferential Issue: 79,50,000 Equity Shares to Acquirers at ₹10; 73.25% Expanded Voting Capital.
• Post-transaction ownership: Acquirers to hold entire Expanded Voting Capital (1,08,53,570 shares; 100%).
• RBI approvals: change in control (June 19, 2026; 1 year) and management (June 18, 2026; until 2031).
• Identified Date June 18, 2026; Tendering Window July 3–16, 2026; price revision cutoff July 2, 2026.
• Valuation: offer price ₹10 per share; IBBI valuer values ₹21.58; price justified as highest among metrics.
• Promoters to cease post-offer; declassification from Promoter/Promoter Group upon completion.
• Target financials: negative net worth; standalone net worth ₹-99.26 Lakh in 2026; net loss ₹-56.13 Lakh.