Cubical Financial Services Board Overhaul Post-Takeover

Key Developments

1. Completion of Open Offer and Management Change

The Board took note of the completion of the Open Offer process pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, resulting in a change in the management and control of Cubical Financial Services Limited. The process was completed upon receipt of requisite approval from the Reserve Bank of India and in accordance with the terms and conditions of the Share Purchase Agreement dated 15th May 2026.

2. Director Appointments

The Board approved the appointment of seven new directors:

• Mr. Manoj Agrawal (DIN: 02359108) as Additional Director (Executive Director) effective 19th October, 2026, with designation changed to Managing Director for a term of 5 years. He holds office until the next General Meeting subject to shareholder approval. Profile: Seasoned finance professional with 20+ years experience in financial services, capital markets, and NBFC operations, previously led RBI-registered NBFC Le Telic Finvest Pvt Ltd.

• Mr. Amit Kumar Saraogi (DIN: 00560131) as Additional Director (Executive Director) and Chief Financial Officer effective 19th October, 2026. He holds office until the next General Meeting subject to shareholder approval. Profile: Fellow Chartered Accountant with 25 years experience in finance, accountancy, taxation, and regulatory matters.

• Ms. Ritu Bansal (DIN: 10391113) as Additional Director (Non-Executive Non-Independent Director) effective 19th October, 2026. Profile: Legal professional with Bachelor of Law degree and Master's degree, expertise in corporate governance and regulatory compliance.

• Mr. Shrikrishan Gupta (DIN: 09182200) as Additional Director (Non-Executive Non-Independent Director) effective 19th October, 2026. Profile: Chartered Accountant and Company Secretary with 9.5 years experience in finance and credit.

• Ms. Komal Jain (DIN: 11125948) as Additional Director (Non-Executive Independent Director) for a term of five consecutive years from October 19, 2026 to October 18, 2031 subject to shareholder approval. Profile: Qualified Company Secretary and law graduate with 8+ years experience in corporate governance and regulatory compliance.

• Mr. Sudhanshu Shekhar (DIN: 06971467) as Additional Director (Non-Executive Independent Director) for a term of five consecutive years from October 19, 2026 to October 18, 2031 subject to shareholder approval. Profile: Practicing Cost Accountant with 11 years post-qualification experience in cost audit, taxation, and strategic decision making.

• Mr. Neeraj Bajaj (DIN: 10674352) as Additional Director (Non-Executive Independent Director) for a term of five consecutive years from October 19, 2026 to October 18, 2031 subject to shareholder approval. Profile: Associate Member of ICSI with 15+ years experience in corporate secretarial and compliance matters.

3. Director Resignations

The Board accepted resignations of five directors effective 19th October, 2026:

• Mr. Ashwani Kumar Gupta (DIN: 00348616) as Director (Executive Director and Managing Director)
• Mr. Subhash Kumar Changoiwala (DIN: 00015235) as Director (Non-Executive Independent Director) - also holds directorship in Solarworld Energy Solutions Limited as Independent Director
• Mr. Ram Gopal Dalmia (DIN: 07368463) as Director (Non-Executive Independent Director) - not holding any other listed entity directorship
• Ms. Jyoti Choudhary (DIN: 10249120) as Director (Non-Executive Non-Independent Director)
• Mr. Prakash Chand Sharma as Chief Financial Officer

All resignations were tendered pursuant to completion of the takeover process and in accordance with the Share Purchase Agreement dated 15th May 2026.

4. Capital Structure Changes

The Board approved increase in Authorized Share Capital from existing ₹29,51,00,000 (Rupees Twenty Nine Crore Fifty One Lakh only) divided into 14,75,50,000 (Fourteen Crore Seventy Five Lakh Fifty Thousand Only) Equity Shares of ₹2/- each to ₹47,51,00,000 (Rupees Forty Seven Crore Fifty One Lakhs only) divided into 23,75,50,000 (Twenty Three Crores Seventy Five Lakhs Fifty Thousand) Equity Shares of ₹2/- each, subject to shareholder approval in the ensuing General Meeting.

5. Borrowing Limits Increase

The Board approved increase in borrowing powers to borrow up to ₹200,00,00,000 (Rupees Two Hundred Crores Only) at any time, pursuant to Section 180(1)(c) of Companies Act, 2013.

6. Board Committee Reconstitution

The Board reconstituted three committees:

Audit Committee:

• Mr. Sudhanshu Shekhar (Chairperson, Non-Executive Independent Director)
• Mr. Amit Kumar Saraogi (Member, Executive Director)
• Mr. Neeraj Bajaj (Member, Non-Executive Independent Director)

Nomination and Remuneration Committee:

• Ms. Komal Jain (Chairperson, Non-Executive Independent Director)
• Mr. Sudhanshu Shekhar (Member, Non-Executive Independent Director)
• Ms. Ritu Bansal (Member, Non-Executive Non-Independent Director)

Stakeholders' Relationship Committee:

• Ms. Komal Jain (Member, Non-Executive Independent Director)
• Mr. Neeraj Bajaj (Member, Non-Executive Independent Director)
• Mr. Manoj Agrawal (Member, Executive Director)

7. Other Approvals

• Notice of Extraordinary General Meeting to be held for obtaining member consent for increase in Authorized Share Capital
• Appointment of Ms. Mayuri Sinha, Practising Company Secretary (Membership No. A48931) as Scrutinizer for the EGM

Meeting Details

The Board meeting commenced at 5:00 PM and concluded at 6:15 PM on 19th October, 2026.

Financial Impact

Change in authorized share capital represents an increase of ₹18,00,00,000 (from ₹29.51 crore to ₹47.51 crore) and increase in number of equity shares by 9,00,00,000 shares (from 14.755 crore to 23.755 crore shares). Borrowing limit increased to ₹200 crore. Specific financial impact of management changes not quantified in the disclosure.

Annexures Included

The disclosure includes Annexures A through N containing detailed information as required under SEBI regulations for each appointment and resignation, along with five resignation letters marked as Annexure 1 through 5.