Cubical Financial Services seeks vote on seven directors

Cubical Financial Services Limited is seeking shareholder approval on November 27, 2026 for seven director appointments effective October 19, 2026, led by Manoj Agrawal’s proposed three-year managing director term to October 18, 2029. The agenda also proposes three independent directors for five-year terms ending October 18, 2031.

Which director appointments are Cubical Financial Services shareholders being asked to approve?

Cubical Financial Services is asking members to regularise seven appointments made as additional directors on October 19, 2026: one managing director, one executive director, two non-executive non-independent directors and three non-executive independent directors. Items 2 to 8 of the Extraordinary General Meeting, or EGM, notice set out the seven board resolutions.

The executive appointments concern Manoj Agrawal as managing director and Amit Kumar Saraogi as executive director. Ritu Bansal and Shrikrishan Gupta are proposed as non-executive non-independent directors, while Komal Jain, Sudhanshu Shekhar and Neeraj Bajaj are proposed as independent directors.

The proposed structure separates the five-year independent appointments from the other four roles. Bansal and Gupta would be liable to retire by rotation, whereas Jain, Shekhar and Bajaj would not be liable to retire by rotation during their terms through October 18, 2031.

Who would lead Cubical Financial Services as managing director?

Cubical Financial Services proposes to appoint Manoj Agrawal as managing director, in the executive-director category, for three consecutive years from October 19, 2026 to October 18, 2029. The appointment is subject to a special resolution, while the resolutions for Saraogi, Bansal and Gupta are ordinary resolutions.

The notice says Agrawal was appointed an additional executive director from October 19, 2026. If approved, he would look after day-to-day management and business affairs, with substantial management powers subject to the board’s superintendence, control and directions.

Agrawal’s proposed salary, perquisites and allowances are capped at Rs 6 lakh a year for the three-year period, with the board permitted to vary or revise them. The filing therefore gives a maximum annual remuneration rather than a fixed annual payment.

Saraogi is proposed as executive director from the same October 19, 2026 date, with remuneration of Rs 6 lakh a year. The resolution states that payment must remain within applicable limits under Sections 197 and 198 and Schedule V of the Companies Act, 2013, and may be treated as minimum remuneration in a year of no or inadequate profits, subject to required approvals.

How long would Cubical Financial Services’ independent directors serve?

Cubical Financial Services proposes five-year terms for Jain, Shekhar and Bajaj, from October 19, 2026 to October 18, 2031. Each appointment requires approval through a special resolution and would be as a non-executive independent director.

The notice says all three nominees submitted declarations that they meet the independence criteria under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the Securities and Exchange Board of India Listing Regulations. It also states that the company received written member notices under Section 160(1) proposing their candidatures.

The five-year tenure differs from Agrawal’s defined three-year managing-director period ending October 18, 2029. The resolution text does not specify equivalent end dates for Saraogi, Bansal or Gupta, although all three appointments are proposed to be regularised from October 19, 2026.

When will Cubical Financial Services shareholders vote and what else is proposed?

Cubical Financial Services has scheduled the EGM for Friday, November 27, 2026 at 12:30 p.m. Indian Standard Time through video conferencing or other audio-visual means. The notice was sent electronically to members holding equity shares as of October 23, 2026 whose email addresses were registered with the company or depositories.

The filing lists remote e-voting from 9:00 a.m. on September 24, 2026 to 5:00 p.m. on September 26, 2026. Those stated dates precede both the October 23, 2026 member date and the November 27, 2026 EGM, and the supplied notice does not explain the sequence.

Members are also being asked to increase authorised share capital from Rs 29.51 crore, divided into 14.755 crore equity shares of Rs 2 each, to Rs 47.51 crore, divided into 23.755 crore equity shares of Rs 2 each. The proposal would add Rs 18 crore of authorised capital and 9 crore equity shares.

Two further special resolutions seek authority to create charges over company assets and to secure aggregate indebtedness up to Rs 200 crore. A separate proposal seeks unsecured loans of up to Rs 15 crore each from Agrawal and Amit Saraogi, both identified as promoter-group members, with an option for lenders to convert outstanding loans into equity shares subject to loan terms, pricing requirements and applicable law.

Conclusion

Cubical Financial Services’ EGM agenda combines a seven-member board reconstitution with capital and financing proposals. The central management appointment is Agrawal’s proposed three-year term through October 18, 2029, while three proposed independent directors would hold five-year, non-rotational terms through October 18, 2031.

The next disclosed event is the November 27, 2026 EGM at 12:30 p.m. Indian Standard Time. Shareholders will also decide on the Rs 18 crore authorised-capital increase, Rs 200 crore asset-security and borrowing authorities, and loans of up to Rs 15 crore each that may carry conversion options; the notice does not state conversion prices, share numbers or the reason for the listed e-voting date sequence.