Mr. Manoj Agrawal and Mr. Amit Kumar Saraogi have launched a mandatory open offer to acquire up to 3,77,44,200 equity shares of Cubical Financial Services Limited , representing 26.00% of the emerging equity and voting share capital. The offer price is set at ₹2.50 per share.

The tendering period for the open offer commences on Thursday, September 17, 2026, and closes on Wednesday, September 30, 2026. Corporate Makers Capital Limited has been appointed as the manager to the offer, while Beetal Financial & Computer Services Private Limited serves as the registrar.

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 persons acting in concert (PACs). Post-completion of the open offer, 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 in ownership implies that 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.

Offer Price and Financial Arrangements

The offer price of ₹2.50 per share is justified under Regulation 8(2) of the SEBI (SAST) Regulations, 2011, as it exceeds the highest negotiated price under the share purchase agreement (₹2.05) and the volume-weighted average market price (₹2.18) over the preceding sixty trading days.

Due to a delay in receiving prior approval from the Reserve Bank of India (RBI) for the change in control, the acquirers are required to pay applicable interest of ₹0.021 per share. This interest compensates for the thirty-day delay in payment, calculated from September 15, 2026, to October 15, 2026, at a rate of 10% per annum.

The total maximum consideration for the open offer, assuming full acceptance, amounts to approximately ₹9.44 crore. The acquirers have deposited ₹2.41 crore in an escrow account with ICICI Bank Limited, fulfilling the requirement to deposit more than 25% of the maximum consideration.

What the Numbers Show

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. This divergence highlights a sharp reduction in earnings capacity alongside the change in corporate control.

Eligibility and Procedure

Eligible equity shareholders, including those holding shares in physical or dematerialized form, 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 Limited board of directors approved the allotment of 2.89 crore equity shares on a preferential basis during its meeting held on September 7, 2026. The company will raise an aggregate amount of ₹7.23 crore through this private placement, marking the first tranche of a larger capital raise authorized by shareholders.

The shares were allotted at an issue price of ₹2.50 per equity share, which includes a premium of ₹0.50 over the face value of ₹2. 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 allotment involves four investors, all classified as promoters or part of the promoter group. Manoj Agrawal emerges as the largest recipient in this tranche, followed by Kanchan Saraogi. The remaining balance of the authorized 8 crore equity shares will be allotted upon receipt of further consideration within the prescribed timeline under Regulation 170 of the SEBI ICDR Regulations.

SAST Disclosure by Manoj Agrawal and PACs

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. The filing confirms the acquisition of 2 crore equity shares representing 21.26% of the total issued and paid-up share capital through preferential allotment on September 7, 2026.

According to the SAST filing, the acquirer group did not hold any shares or voting rights in the company prior to this acquisition. Post-acquisition, their combined holding stands at 2 crore shares carrying voting rights, with no encumbrances or convertible securities. The equity share capital of Cubical Financial Services increased from ₹13.03 crore (6.51 crore shares) before the acquisition to ₹18.81 crore (9.40 crore shares) after the allotment.

The breakdown of the acquisition by the Manoj Agrawal consortium is as follows:

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As an NBFC registered with the RBI, Cubical Financial Services obtained prior approval for the change in control vide letter dated August 31, 2026. 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.

Kanchan Saraogi also submitted a separate disclosure under Regulation 29(1) of the SEBI SAST Regulations on September 9, 2026. Her filing confirms the acquisition of 89 lakh equity shares representing 9.46% of the total issued and paid-up share capital. She did not hold any shares prior to this acquisition.