Cubical Financial open offer: IDC backs ₹2.50 price in 2026

What has been recommended and why it matters

Cubical Financial Services Limited is in the middle of a change-in-control process that combines a preferential allotment and a mandatory open offer. The Committee of Independent Directors (IDC) of Cubical Financial Services has recommended the mandatory open offer by Mr. Manoj Agrawal and Mr. Amit Kumar Saraogi as fair and reasonable. The IDC recommendation was unanimously approved on September 14, 2026. The offer price is set at ₹2.50 per equity share, payable in cash. The open offer seeks to acquire up to 3,77,44,200 equity shares, which represents 26.00% of the company’s emerging equity and voting share capital. For public shareholders, the IDC’s view is a key governance checkpoint because it addresses whether the offer terms are reasonable under takeover regulations.

Open offer snapshot: size, price and window

The open offer is being made to eligible equity shareholders of Cubical Financial Services Limited (CUBIFIN). The acquirers are Mr. Manoj Agrawal (Acquirer-1) and Mr. Amit Kumar Saraogi (Acquirer-2), along with persons acting in concert (PACs). The tendering period is scheduled to open on Thursday, September 17, 2026, and close on Wednesday, September 30, 2026. The offer is for acquisition of up to 3,77,44,200 fully paid-up equity shares, representing 26.00% of the emerging equity and voting share capital. The Letter of Offer is dated September 09, 2026. The maximum consideration for the open offer, assuming full acceptance, has been stated as approximately ₹9.44 crore.

IDC decision: compliance focus under SEBI SAST rules

The IDC concluded that the offer price complies with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The open offer is stated to be made in compliance with Regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. In its review, the IDC assessed whether the price and other offer terms align with the regulatory framework that governs change in control and mandatory acquisition offers. The unanimous approval date of September 14, 2026, is important because it comes just ahead of the tendering window. The IDC’s recommendation, as described, is specifically that the open offer is “fair and reasonable.”

Why IDC termed ₹2.50 as fair: key benchmarks cited

In outlining its reasons, the IDC highlighted that the ₹2.50 offer price exceeds the highest negotiated price under the share purchase agreement (SPA), which was ₹2.05 per share. It also noted that ₹2.50 is higher than the price payable under the proposed preferential issue, stated at ₹2.44. These benchmarks matter because takeover pricing is commonly evaluated against transaction prices and other capital-raising references connected to the same change-in-control process. On these comparisons, the IDC’s position is that the offer price is not below the key reference points cited in the process documents. The offer price is ₹2.50 per share for the open offer.

Interest component: ₹0.021 per share due to RBI delay

Along with the ₹2.50 per share offer price, the offer includes an applicable interest of ₹0.021 per equity share. The stated reason for this interest payment is a delay in receiving prior approval from the Reserve Bank of India (RBI) for the change in control. The payment under the open offer is to be made in cash. For tendering shareholders, this means the per-share payout includes the offer price plus the applicable interest as specified. The disclosure links the interest obligation directly to the approval timeline for the change-in-control process.

Preferential issue update running alongside the open offer

Cubical Financial Services has also completed the first tranche of its preferential issue. The company allotted 2.89 crore shares at ₹2.50 per share and raised ₹7.23 crore from promoter-linked investors. This tranche followed BSE’s in-principle approval dated July 30, 2026. Separately, the board of directors of the target company had approved a preferential allotment of up to 8,00,00,000 equity shares to the acquirers and their PACs at an issue price of ₹2.50 per share. The open offer and preferential allotment together form the broader promoter transition described in the disclosures.

Parties involved: acquirers, manager and registrar

Corporate Makers Capital Limited has been appointed as the manager to the offer. Beetal Financial & Computer Services Private Limited is serving as the registrar. The open offer is being made to all public shareholders of the target company, excluding the existing promoter group, the acquirers, and the proposed allottees in the preferential issue. The open offer is also stated to be not conditional upon any minimum level of acceptance. These roles and conditions are relevant for shareholders tracking the process mechanics and responsibilities during the tendering period.

How the timeline evolved: July schedule vs September tendering

Earlier disclosures described a tendering period scheduled to commence on July 9, 2026, and close on July 22, 2026. The tendering period is now specified as September 17, 2026, to September 30, 2026. Separately, the open offer disclosures also note that the applicable interest of ₹0.021 per share is due to a delay in receiving prior RBI approval for the change in control. Read together, the published dates and the interest disclosure show that the process timeline extended beyond the earlier stated July window, with the tendering now set for September.

Key facts at a glance

Market impact and what shareholders can track

The immediate investor relevance is procedural rather than price-led, because the disclosures focus on offer terms, pricing benchmarks, and timelines, not market trading moves. The confirmed numbers frame the open offer’s size and cash outlay, with the company stating a maximum consideration of about ₹9.44 crore if fully accepted. The IDC recommendation provides an additional governance signal that the independent directors consider the ₹2.50 offer compliant and reasonable under the takeover regulations cited. For shareholders deciding whether to tender, the key checkpoints are the tendering window (September 17-30, 2026), the per-share economics (₹2.50 plus ₹0.021 interest), and the eligibility exclusions specified for promoters, acquirers, and proposed preferential allottees.

Conclusion

Cubical Financial Services’ IDC has unanimously recommended Manoj Agrawal and Amit Kumar Saraogi’s mandatory open offer at ₹2.50 per share as fair and reasonable, ahead of the September 17-30, 2026 tendering window. The offer covers up to 26.00% of the emerging equity capital, includes ₹0.021 per share interest due to an RBI approval-related delay, and carries a stated maximum consideration of about ₹9.44 crore if fully accepted. Alongside this, the company has reported completion of the first tranche of its preferential issue at the same ₹2.50 price. The next concrete milestone for shareholders is the tendering period, during which eligible holders can choose whether to participate under the disclosed terms.