Cubical Financial open offer: ₹2.50 price, Sept 2026

What has been recommended and why it matters

Cubical Financial Services Limited (CUBIFIN) has moved 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. This represents 26.00% of the company’s emerging equity and voting share capital. The offer price is set at ₹2.50 per share and is payable in cash. In addition, 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.

Offer structure: size, price, and cash settlement

The open offer is being made to eligible equity shareholders of Cubical Financial Services, with exclusions described in the offer documents. It 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. The 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 IDC’s recommendation is positioned as part of the mandatory open offer process under SEBI’s takeover framework.

Key dates shareholders need to track

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. The article materials also reference the Letter of Offer dated September 9, 2026. The IDC evaluated a Public Announcement dated May 15, 2026 and a Detailed Public Statement dated May 21, 2026 as part of its review. These dates matter because they reflect the formal milestones in the open offer process. The window from September 17 to September 30 is the critical action period for shareholders deciding whether to tender.

Maximum consideration and escrow funding

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. The escrow deposit is a standard mechanism in open offers, designed to provide comfort on funding availability. The stated maximum consideration links directly to the offer size and offer price under the disclosed terms. The disclosure also provides a clear reference point for the scale of the transaction. Shareholders evaluating the offer often focus on these mechanics because they indicate preparedness to complete the process.

IDC review process and documents examined

The company said its IDC reviewed the proposed acquisition and recommended the open offer as fair and reasonable. 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. Based on this review, the IDC concluded that the offer price complies with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The open offer is described as being made in compliance with Regulation 3(1) and Regulation 4 of the SAST Regulations. After considering the material placed before it, the IDC recommended acceptance of the offer terms as fair and reasonable. The unanimous approval date of September 14, 2026 is the formal board-level milestone cited for the IDC recommendation.

Why the IDC said ₹2.50 is fair

The IDC highlighted several factors supporting the fairness of the ₹2.50 offer price. It noted that ₹2.50 exceeds the highest negotiated price under the share purchase agreement, which was ₹2.05 per share. It also pointed out that the offer price is higher than the volume-weighted average market price of ₹2.18 over the preceding sixty trading days, as cited in the provided information. In addition, the IDC stated that ₹2.50 surpasses the price payable under the proposed preferential issue, stated at ₹2.44. These comparisons are part of the standard fairness assessment under takeover regulations and help explain why the IDC backed the terms. On the basis of these factors, the committee maintained that the price is fair and reasonable under the regulatory framework.

Interest of ₹0.021 per share and the RBI approval delay

Alongside the ₹2.50 per share cash consideration, the offer includes applicable interest of ₹0.021 per share. The materials state that this interest is meant to compensate for a thirty-day delay in payment due to pending RBI approval for the change in control. The interest is stated to be calculated at 10% per annum from September 15, 2026, to October 15, 2026. This interest component is presented as an additional payment linked specifically to the timing of settlement. For tendering shareholders, the disclosure clarifies that the per-share proceeds include both the base price and the applicable interest component, subject to the terms in the offer documents.

Independent director disclosures in the recommendation

The IDC note includes disclosures from members Mr. Ram Gopal Dalmia (Chairperson) and Mr. Subhash Kumar Changoiwala. They 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. These statements are relevant because they address independence and potential conflicts in the recommendation process. The disclosures support the committee’s position that the review was carried out without direct financial interest in the outcome.

Summary table: what the offer documents state

What happens next for shareholders

For shareholders who choose to participate, tendering must be done during the September 17-30, 2026 window through registered stock brokers. The open offer is addressed to eligible public shareholders, with the exclusions set out in the offer documents. The IDC’s recommendation provides an additional reference point for shareholders assessing whether the disclosed terms are reasonable. Corporate Makers Capital Limited, described as the manager to the offer, has submitted the IDC recommendation to BSE, as stated in the provided information. The next practical step is shareholder action during the tendering period, while the process proceeds in line with the open offer schedule and the approvals referenced in the offer documentation.