Cubical Financial Services Limited board approved the allotment of 5.11 crore equity shares in the second tranche of its preferential issue on September 14, 2026. The company raised ₹12.78 crore through this tranche, completing the authorized capital raise of 8 crore equity shares.

The shares were allotted at an issue price of ₹2.50 per equity share, consistent with the first tranche allotted on September 7, 2026. This pricing aligns with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The board had previously received in-principle approval from BSE Limited on July 30, 2026, and regulatory clearance from the Reserve Bank of India on August 31, 2026, for changes in control and management.

Allotment Details

The second tranche involves two investors: Manoj Agrawal and Amit Kumar Saraogi. Both are currently classified as public shareholders but will be reclassified as promoters upon completion of the ongoing open offer process pursuant to SEBI SAST Regulations. Manoj Agrawal received 2 crore shares in this tranche, while Amit Kumar Saraogi received 3.11 crore shares.

Cumulative Subscription Overview

The total preferential issue comprises two tranches. The first tranche, allotted on September 7, 2026, involved 2.89 crore shares to Manoj Agrawal, Kanchan Saraogi, Shikha Agrawal, and Manoj Agrawal (HUF). The second tranche completes the authorized 8 crore share issuance.

SAST Disclosure and Regulatory Compliance

Manoj Agrawal, along with Persons Acting in Concert (PAC) Mrs. Shikha Agrawal and Manoj Agrawal (HUF), submitted a disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, on September 9, 2026, covering the first tranche.

Amit Kumar Saraogi submitted a separate disclosure under Regulation 29(1) of the SEBI SAST Regulations, 2011, on September 16, 2026, regarding his acquisition of 3.11 crore shares (21.42%) via preferential allotment on September 14, 2026. The disclosure confirms that Saraogi holds no other voting rights or convertible securities in the company and is classified as a non-promoter acquirer. The new disclosure for the second tranche was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Additionally, Manoj Agrawal filed a disclosure under Regulation 29(2) of the SEBI SAST Regulations, 2011, on September 16, 2026, confirming his acquisition of 2 crore shares (13.77%) through the preferential allotment on September 14, 2026. His total holding stands at 3.11 crore shares (21.42%) post-acquisition. The disclosure explicitly states that Mr. Manoj Agrawal does not belong to the Promoter/Promoter group prior to this acquisition.

The equity share capital of Cubical Financial Services increased from ₹13.03 crore (6.51 crore shares) before the acquisition to ₹28.81 crore (14.51 crore shares) after the completion of both tranches. The new shares rank pari passu with existing equity shares in all respects. The company intends to apply for listing approval of these newly allotted shares with the stock exchange in due course.

Cubical Financial Services Limited will commence the mandatory open offer tendering period on Thursday, September 17, 2026. The offer, priced at ₹2.50 per share, seeks to acquire up to 3,77,44,200 equity shares representing 26.00% of the emerging equity and voting share capital.

The tendering period closes on Wednesday, September 30, 2026. Corporate Makers Capital Limited serves as the manager to the offer. The revised schedule follows the receipt of prior approval from the Reserve Bank of India (RBI) for the proposed change in control and management on August 31, 2026.

IDC Recommendation Details

The Committee of Independent Directors (IDC) unanimously approved the recommendation on September 14, 2026. Members Mr. Ram Gopal Dalmia (Chairperson) and Mr. Subhash Kumar Changoiwala confirmed they hold no equity shares in the target company and have no relationship with the acquirers or their persons acting in concert (PACs). They also disclosed no trading in the company’s shares during the 12 months prior to the public announcement.

The committee evaluated the Public Announcement dated May 15, 2026, the Detailed Public Statement dated May 21, 2026, and the Letter of Offer dated September 9, 2026. They concluded that the offer price complies with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Offer Price Justification

The IDC highlighted several factors supporting the fairness of the ₹2.50 offer price:

• It exceeds the highest negotiated price under the share purchase agreement (₹2.05).
• It is higher than the volume-weighted average market price (₹2.18) over the preceding sixty trading days.
• It surpasses the price payable under the proposed preferential issue (₹2.44).

Additionally, the acquirers are paying applicable interest of ₹0.021 per share to compensate for a thirty-day delay in payment due to pending RBI approval. This interest is calculated at 10% per annum from September 15, 2026, to October 15, 2026.

Transaction Structure and Control

The acquisition is triggered by a share purchase agreement with existing promoters Ashwani Kumar Gupta and Rita Gupta, alongside a proposed preferential allotment of 8,00,00,000 equity shares to the acquirers and their PACs. Post-completion, assuming full acceptance, the aggregate shareholding of the new promoter group will rise to 94.94% of the emerging equity and voting share capital.

This concentration implies public shareholding will fall below the minimum public shareholding (MPS) threshold of 25%. Consequently, the acquirers intend to take necessary steps, such as secondary market sales or an offer for sale, to maintain compliance with SEBI’s MPS requirements within prescribed timelines.

Financial Context

The financial statements of Cubical Financial Services Limited reveal a significant contraction in operational performance recently. Revenue from operations declined from ₹241.99 lakh in FY25 to ₹130.59 lakh in FY26. Correspondingly, profit after tax fell from ₹37.54 lakh to ₹17.43 lakh over the same period.

Eligibility and Procedure

Eligible equity shareholders can tender their shares through registered stock brokers during the tendering period. Shares tendered will be held in trust by the clearing corporation until the completion of the offer formalities. In the event of oversubscription, acceptance will be determined on a proportionate basis, ensuring that no shareholder receives less than the minimum marketable lot.