Cubical Financial Services open offer at ₹2.50 in 2026

What the independent directors recommended

Cubical Financial Services Limited (CUBIFIN) has moved a step closer to a change-in-control process after its Committee of Independent Directors (IDC) recommended that shareholders consider a mandatory open offer led by Mr. Manoj Agrawal and Mr. Amit Kumar Saraogi. The recommendation covers an offer to acquire up to 3,77,44,200 fully paid-up equity shares, representing 26.00% of the company’s emerging equity and voting share capital. The offer price is set at ₹2.50 per share, payable in cash. In addition to the offer price, an applicable interest of up to ₹0.021 per share is also to be paid.

The IDC stated that the offer price is fair and reasonable and consistent with applicable SEBI regulations. The committee’s recommendation was unanimously approved on September 14, 2026. The open offer is being made to eligible equity shareholders of Cubical Financial Services, with certain exclusions described in the offer documents.

Parties involved in the open offer

The acquirers named are Mr. Manoj Agrawal (Acquirer-1) and Mr. Amit Kumar Saraogi (Acquirer-2), along with persons acting in concert (PACs). The related parties mentioned include Mrs. Shikha Agrawal, M/S Manoj Agrawal HUF, and Mrs. Kanchan Saraogi. The open offer is positioned as part of a broader change-in-control transaction.

The offer is being made to public shareholders of the target company, excluding the existing promoter group, the acquirers, and the proposed allottees in the preferential issue. This structure is typical in change-in-control situations where the acquirers and connected parties are not part of the public float for open offer participation.

Offer size, price, and interest component

The open offer seeks up to 3,77,44,200 equity shares, equal to 26.00% of emerging equity and voting share capital. The base offer price is ₹2.50 per equity share, payable in cash. The offer also includes an applicable interest component of ₹0.021 per share.

The interest component has been linked in the disclosures to a delay in receiving prior approval from the Reserve Bank of India (RBI) for the change in control. While the offer price remains ₹2.50, the interest amount is intended to compensate for the time impact described in the offer-related communication.

Key dates: announcement to letter of offer

The IDC reviewed a set of formal takeover documents before issuing its recommendation. These included the Public Announcement dated May 15, 2026, the Detailed Public Statement dated May 21, 2026, and the Letter of Offer dated September 9, 2026. The Letter of Offer date is specifically cited as September 09, 2026.

The Share Purchase Agreement (SPA) referenced in the disclosures is dated May 15, 2026 and was entered into with existing promoters Mr. Ashwani Kumar Gupta and Mrs. Rita Gupta. Together, these documents frame the transaction path from announcement to the shareholder tendering window.

Tendering window: September 17 to September 30, 2026

The tendering period for the open offer is scheduled to open on Thursday, September 17, 2026 and close on Wednesday, September 30, 2026. Shareholders who wish to participate must tender their shares during this window through registered stock brokers.

One disclosure also mentions a tendering schedule of July 9, 2026 to July 22, 2026. However, the offer timeline presented alongside the Letter of Offer dated September 9, 2026 specifies the tendering period as September 17-30, 2026. The IDC’s recommendation and the described tendering schedule align with the September 2026 window.

How the change-in-control is structured

Cubical Financial Services is described as being in the middle of a change-in-control process structured around a preferential allotment and a mandatory open offer. Alongside the open offer, the company’s board has approved a first tranche of preferential allotment, issuing 2.89 crore equity shares at ₹2.50 per share and raising ₹7.23 crore.

Separately, the company disclosed that it raised an aggregate amount of ₹12.78 crore through a tranche, completing the authorized capital raise of 8 crore equity shares. The disclosures also note that on September 14, 2026, the company closed the transaction.

Escrow and total consideration disclosed

Assuming full acceptance, the maximum consideration for the open offer has been stated as approximately ₹9.44 crore. To support the process, the acquirers have deposited ₹2.41 crore in an escrow account with ICICI Bank Limited, as disclosed.

These figures provide investors a clear view of the maximum cash outflow if all tendered shares up to the offer size are accepted, and the funding arrangements set aside for the offer under the prescribed process.

Snapshot of the open offer terms

Market impact: what investors can quantify now

The most quantifiable element for shareholders is the cash price of ₹2.50 per share, plus the disclosed interest of up to ₹0.021 per share. The other measurable parameter is the offer size of 26.00% of emerging equity and voting share capital, expressed as 3,77,44,200 shares.

The open offer sits alongside the preferential allotment at the same price point of ₹2.50 per share in the first tranche, where 2.89 crore shares were issued and ₹7.23 crore was raised. The company has also disclosed an aggregate raise of ₹12.78 crore through a tranche, and stated that it has completed the authorised capital raise of 8 crore equity shares. Together, these disclosures frame the scale of equity issuance and potential public shareholder participation in the open offer.

Analysis: why the IDC recommendation matters

In Indian takeover processes, the IDC recommendation is a key governance step because it provides an independent assessment of whether the offer terms appear fair and reasonable for public shareholders. In this case, the committee’s conclusion was based on its review of the Public Announcement (May 15, 2026), the Detailed Public Statement (May 21, 2026), and the Letter of Offer (September 9, 2026).

The open offer is stated to be in compliance with Regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The inclusion of an interest component, linked in the disclosures to timing and RBI approval for the change in control, is also notable because it directly affects the per-share payout for tendering shareholders.

What to watch next

For shareholders, the immediate next step is the tendering period from September 17, 2026 to September 30, 2026. Participation requires tendering through registered stock brokers, including for shares held in physical or dematerialised form, as described in the disclosures.

The broader transaction context remains the combined change-in-control structure involving a preferential allotment and the mandatory open offer. Any further updates will likely track the offer process milestones as set out in the Letter of Offer dated September 9, 2026 and subsequent public disclosures.