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.

Cubical Financial Services will hold its 36th Annual General Meeting on September 28, 2026, at 2:00 pm via video conferencing. The meeting will address the re-appointment of key leadership and the adoption of financial statements for FY26.

Leadership Re-Appointment

The Board seeks shareholder approval for the re-appointment of Ashwani Kumar Gupta as Executive Chairman and Managing Director for a further period of five years, commencing October 1, 2026, and ending September 30, 2031. This follows his initial appointment in October 2021.

Mr. Gupta, aged 63, brings approximately 39 years of industry experience. He currently holds 1,63,83,572 equity shares in the company. His remuneration is capped at ₹24 lakh per annum. The Nomination and Remuneration Committee recommended the re-appointment based on his long-standing involvement in company operations.

Other Agenda Items

The AGM will also see the re-appointment of Mrs. Jyoti Choudhary as a director by rotation. Mrs. Choudhary, who holds no shares in the company and receives no remuneration, was first appointed in July 2023. She attended all six board meetings during the year.

Additionally, shareholders will receive, consider, and adopt the audited financial statements for the fiscal year ended March 31, 2026, along with the reports of the Board of Directors and auditors.

Voting and Participation Details

The meeting will be conducted through Video Conferencing/Other Audio Video Means (VC/OAVM) without physical presence. The cut-off date for e-voting is Monday, September 21, 2026. Remote e-voting will commence at 9:00 am on Friday, September 25, 2026, and conclude at 5:00 pm on Sunday, September 27, 2026.

Central Depository Services (India) Limited (CDSL) is facilitating the remote e-voting process. Mr. Mukesh Agarwal, a Practicing Company Secretary, has been appointed as the Scrutinizer to ensure a fair voting process. Shareholders holding shares in demat mode can log in via CDSL or NSDL platforms using their existing credentials.