Arco Leasing seeks fresh approval after delayed allotment

Arco Leasing Limited is seeking fresh shareholder approval for a 10,613,500-share preferential allotment completed on August 13, 2026, after BSE Limited said it was seven days beyond the Securities and Exchange Board of India, or SEBI, deadline. The Rs 10.61 crore issue is linked to a change in control under which Jitesh Kothari and Atul Ramshankar Jaiswal would each hold 37.22%.

Why is Arco Leasing seeking fresh shareholder approval?

Arco Leasing is seeking fresh approval because BSE Limited identified a seven-day delay against the 15-day allotment requirement under Regulation 170(1) of the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018. BSE Limited raised its query on October 5, 2026, after Arco Leasing received in-principle approval on June 29, 2026 and completed the allotment on August 13, 2026.

The board decided on October 30, 2026 to seek shareholder approval under Regulation 170(2), which requires a fresh special resolution when specified securities are not allotted within 15 days of the special resolution or applicable stock-exchange approval. Arco Leasing said the relevant date for pricing must also be redetermined, and identified October 24, 2026, 30 days before the extraordinary general meeting.

The proposed resolution ratifies and confirms the April 13, 2026 member resolution that originally approved the preferential issue. The proposal retains an issue price of Rs 10 per fully paid equity share, equal to face value, and total cash consideration of Rs 10.61 crore for up to 10,613,500 shares.

How did the open offer and RBI process affect allotment timing?

Arco Leasing attributes the delay to overlapping takeover-rule and Reserve Bank of India, or RBI, requirements linked to its wholly owned non-banking financial company, or NBFC, subsidiary. The Share Subscription Agreement transaction triggered an open offer under Regulations 3(1) and 4 of the SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011.

Arco Leasing received SEBI comments on June 16, 2026, published the RBI-related public notice on June 22, and held the open-offer tendering period from July 3 to July 16. The RBI cooling-off period ended on July 22, payment to open-offer shareholders was settled on July 30, and the post-offer report was submitted to SEBI on August 6.

Arco Leasing said it could not prudently undertake the preferential allotment during the RBI cooling-off period or before settling the open offer. The company said the August 13 allotment was within 15 days of the July 30 settlement and fulfilment of relevant conditions, whereas BSE Limited measured the deadline from its June 29 in-principle approval.

The filing describes the delay as unintentional and not due to company inaction. It also states that listing approval for the shares allotted on August 13 remains awaited from the stock exchange, making the shareholder ratification part of the process to obtain that approval.

Who will control Arco Leasing after the preferential issue?

Arco Leasing says the preferential issue results in a change in management and control under the Share Subscription Agreement and Share Purchase Agreement. Jitesh Kothari and Atul Ramshankar Jaiswal are proposed promoters, each receiving nearly half of the 7,950,000 shares allotted to the promoter group through the preferential issue.

Jitesh Kothari is allotted 3,975,320 shares and Atul Ramshankar Jaiswal 3,974,680 shares, representing 36.63% each immediately after the preferential issue. Each also acquired shares through the Share Purchase Agreement and 150 shares through the open offer, taking their respective holdings to 4,039,450 shares, or 37.22% of post-issue capital.

The promoter-group holding rises from 128,600 shares, or 53.57%, before the issue to 8,078,900 shares, or 74.43%, after the preferential issue and related acquisitions. The pre-issue figures are as of June 30, 2026, while the post-issue figures are as of August 13, 2026; total issued shares rise from 240,070 to 10,853,570.

Non-promoter holdings decline proportionately from 46.43% to 25.57% after the issue, although the number of non-promoter shares rises from 111,470 to 2,774,970. Varun Sharma is allotted 990,685 shares for a 9.13% post-issue holding, while Sandhya Rani Dhomeja receives 954,315 shares for 8.79%; both remain non-promoters.

How will Arco Leasing use the Rs 10.61 crore raised?

Arco Leasing proposes to use Rs 10.16 crore of the Rs 10.61 crore proceeds for its wholly owned subsidiary, Ansu Trade & Fiscals Private Limited, which is registered with RBI as an NBFC. The stated use is to meet RBI net owned fund requirements, strengthen the subsidiary's capital base and support operations including onward lending and working capital.

The proposed schedule assigns Rs 6 crore to the subsidiary investment in fiscal 2027 and Rs 4.16 crore in fiscal 2028. Arco Leasing has allocated the remaining Rs 45 lakh to administrative purposes, with Rs 30 lakh scheduled for fiscal 2027 and Rs 15 lakh for fiscal 2028.

The Rs 10 issue price was based on a valuation dated October 30, 2026 by independent registered valuer Abhishek Goel. The filing says the valuer determined fair value at Rs 10 per share, compared with book value of Rs 8.65 per share in unaudited financial statements for the half-year ended September 30, 2026; Arco Leasing also cited the prohibition on issuing shares at a discount.

What happens next for Arco Leasing's allotment?

Arco Leasing shareholders are being asked to pass a special resolution at an extraordinary general meeting scheduled for November 23, 2026 at 5:00 p.m. Indian Standard Time. Regulation 170 provides for allotment within 15 days of the resolution, or within 15 days after receipt of the last regulatory approval where an approval is pending.

Arco Leasing said the equity shares will be issued only in dematerialised form and rank pari passu with existing equity shares, including for dividends. It also said the capital raising is subject to force majeure circumstances and conducive capital-market conditions, while listing approval for the August 13 allotment remains awaited.

Conclusion

Arco Leasing's fresh resolution addresses the seven-day breach of the SEBI allotment timeline without changing the original Rs 10.61 crore cash issue or the Rs 10 per-share price. Its wider consequence is ownership and control: Jitesh Kothari and Atul Ramshankar Jaiswal would together hold 74.43% after preferential allotments, share purchases and open-offer acquisitions.

The next disclosed event is the November 23, 2026 extraordinary general meeting and the vote on the special resolution. After that vote, the outstanding matter identified by Arco Leasing is stock-exchange listing approval for the 10,613,500 equity shares allotted on August 13, alongside planned deployment of proceeds across fiscal 2027 and fiscal 2028.