Cubical Financial open offer: IDC backs ₹2.50 in 2026

Change-in-control process moves into open-offer stage

Cubical Financial Services Limited (CUBIFIN) is going through a change-in-control process structured around a preferential allotment and a mandatory open offer. The company’s Committee of Independent Directors (IDC) has reviewed the proposed acquisition and recommended the open offer as “fair and reasonable.” The recommendation was approved unanimously on September 14, 2026. The open offer is being made by Mr. Manoj Agrawal and Mr. Amit Kumar Saraogi, along with persons acting in concert (PACs). The offer is priced at ₹2.50 per equity share and is payable in cash. The tendering period is scheduled to open on September 17, 2026 and close on September 30, 2026.

What the IDC approved on September 14, 2026

The IDC’s conclusion is tied to a review of the formal documents issued for the transaction. 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. After this review, the IDC stated 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. Based on these factors, the independent directors recommended acceptance of the offer terms as fair and reasonable.

Key terms: price, size, and cash consideration

The open offer seeks to acquire up to 3,77,44,200 equity shares. This represents 26.00% of Cubical Financial Services’ emerging equity and voting share capital, as stated in the offer details. The offer price is ₹2.50 per share, payable in cash. The disclosure also mentions an applicable interest of ₹0.021 per share, linked to an RBI approval-related delay. If the offer is fully accepted, the maximum consideration is stated to be about ₹9.44 crore.

Why the IDC called ₹2.50 “fair and reasonable”

In its reasoning, the IDC highlighted comparisons that place the open offer price above other reference points mentioned in the transaction documents. First, the committee noted that ₹2.50 exceeds the highest negotiated price under the share purchase agreement (SPA), which was stated at ₹2.05 per share. Second, it pointed out that ₹2.50 is higher than the volume-weighted average market price (VWAP) of ₹2.18 over the preceding sixty trading days. Third, the IDC noted the offer price is above the proposed preferential issue price of ₹2.44. These comparisons were cited by the committee as support for its “fair and reasonable” view.

Who can tender shares in the open offer

The open offer is being made to all public shareholders of the target company. However, it excludes certain categories specified in the disclosure, including the existing promoter group, the acquirers, and the proposed allottees in the preferential issue. This structure aligns with the typical approach for a mandatory open offer associated with a change in control, where the public shareholding gets a liquidity window at a defined cash price. The tendering window dates are clearly stated as September 17, 2026 to September 30, 2026.

Regulatory framing under SEBI SAST Regulations

The offer is presented as compliant with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure specifically references Regulation 3(1) and Regulation 4. The IDC also stated that the offer price complies with the SAST pricing requirements as assessed by the committee based on the reviewed documents. The Letter of Offer date is stated as September 9, 2026, which provides the formal basis for shareholders to review the terms and tender within the announced period.

Timeline of disclosures and the tender window

The sequence of dates described in the disclosure establishes how the process progressed from initial communication to the live tendering period. The Public Announcement is dated May 15, 2026 and the Detailed Public Statement is dated May 21, 2026. The Letter of Offer is dated September 9, 2026. The IDC’s unanimous recommendation is dated September 14, 2026. The tendering period is set for September 17 to September 30, 2026, placing the IDC decision just ahead of the window when shareholders can act.

Market snapshot mentioned alongside the offer

The disclosure includes market and valuation data for Cubical Financial Services around early to mid-September 2026. It states that the share price of CUBIFIN as on September 11, 2026 is ₹6.75. It also states that, as of September 10, 2026, the share price is ₹6.6, and elsewhere notes trading at ₹6.69 on September 10, 2026. The P/E ratio is stated as 226.56 and the P/B ratio as 2.52. The market capitalisation is stated as ₹43.60 crore as on September 10, 2026 at 09:57:36. These datapoints appear in the same information set as the open offer details, providing context on prevailing trading levels compared with the cash offer price.

Key data table

Why this matters for public shareholders

For shareholders eligible to tender, the open offer sets a defined cash price and a defined timeline. The IDC’s recommendation, based on comparisons to the SPA price, VWAP, and the preferential issue price, is meant to address fairness under the SAST framework. The disclosure also flags a small per-share interest component of ₹0.021 tied to an RBI approval-related delay, which is part of the economics of the offer as presented. With the tendering window fixed for September 17 to September 30, 2026, shareholders can use the Letter of Offer dated September 9, 2026 to evaluate the formal conditions.

Company profile context in the disclosure

Cubical Financial Services Limited is described as an India-based non-banking financial company focused on finance and investments. The company is stated to be engaged in the business of finance and investments, including investments in financial markets, stocks, and properties, based on in-house analysis. It is also stated to be a BSE-listed investment company incorporated in May 1990 and based in New Delhi, India. These details frame the business context in which the change-in-control process and open offer are taking place.

Conclusion and next dates to track

Cubical Financial Services’ IDC has unanimously recommended the mandatory open offer by Manoj Agrawal and Amit Kumar Saraogi at ₹2.50 per share as fair and reasonable. The offer seeks up to 3,77,44,200 shares, or 26.00% of emerging equity and voting share capital, and includes ₹0.021 per share interest linked to an RBI approval-related delay. The immediate next milestone for shareholders is the tendering window from September 17 to September 30, 2026, based on the Letter of Offer dated September 9, 2026.