Key Quantitative Figures

  • Offer Size: 3,77,44,200 equity shares (26.00% of emerging capital)
  • Offer Price: ₹2.50 per equity share
  • Face Value: ₹2 per share
  • Applicable Interest: ₹0.021 per share (10% p.a. for 30 days)
  • Total Maximum Consideration: ₹9,43,60,500 for shares + ₹7,92,629 interest
  • Escrow Deposit: ₹2,41,00,000 (more than 25% of maximum consideration)
  • Preferential Issue Size: 8,00,00,000 shares (55.11% of emerging capital)
  • SPA Acquisition: 2,00,75,137 shares (13.83% of emerging capital)
  • Current Paid-up Capital: ₹13,03,40,000 (6,51,70,000 shares of ₹2 each)
  • Emerging Capital Post-preferential: ₹29,03,40,000 (14,51,70,000 shares of ₹2 each)

Dates of Action

  • Public Announcement Date: May 15, 2026
  • Detailed Public Statement Date: May 21, 2026
  • Draft Letter of Offer Filing: May 29, 2026
  • SEBI Observation Letter Received: June 30, 2026
  • BSE In-principle Approval: July 30, 2026 (Ref: LOD/PREF/SS/FIP/589/2026-27)
  • RBI Approval: August 31, 2026 (Ref: DEL.DOR.NBFCBL.No.S761/24-03-461/2026-2027)
  • Identified Date: September 02, 2026
  • Offer Opening Date: September 17, 2026
  • Offer Closing Date: September 30, 2026
  • Expected Payment Completion: October 15, 2026

Parties Involved

Acquirers:

  • Mr. Manoj Agrawal (Acquirer-1)
  • Mr. Amit Kumar Saraogi (Acquirer-2)

Persons Acting in Concert (PACs):

  • Mrs. Shikha Agrawal (PAC-1)
  • M/s Manoj Agrawal HUF (PAC-2)
  • Mrs. Kanchan Saraogi (PAC-3)

Manager to Offer: Corporate Makers Capital Limited (SEBI Reg: INM000013095)

Registrar to Offer: Beetal Financial & Computer Services Private Limited (SEBI Reg: INR000000262)

Escrow Bank: ICICI Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Target Company: Cubical Financial Services Limited (CIN: L65993DL1990PLC040101, RBI NBFC Reg: 14.00129)

Promoter Sellers:

  • Mr. Ashwani Kumar Gupta
  • Mrs. Rita Gupta

Transaction Details

The open offer is triggered by:

1. Share Purchase Agreement dated May 15, 2026 to acquire 2,00,75,137 shares (13.83% of emerging capital) from existing promoters at ₹2.05 per share

2. Preferential Issue of 8,00,00,000 shares (55.11% of emerging capital) at ₹2.50 per share approved by board on May 15, 2026 and shareholders on June 15, 2026

Post-transaction shareholding (assuming full acceptance):

  • Acquirers & PACs holding will increase from 0% to 68.94% after preferential issue
  • Will reach 94.94% after open offer acceptance
  • Public shareholding will fall to 5.06% (below minimum 25% requirement)

Financial Arrangements

  • Acquirers deposited ₹2,36,00,000 on May 19, 2026 and ₹5,00,000 on September 08-09, 2026 in escrow account
  • Total escrow deposit: ₹2,41,00,000 (>25% of maximum consideration)
  • Funds sourced from personal resources; no borrowing from banks/FIs
  • Net worth certificates provided for all acquirers and PACs

Interest Payment Due to Delay

The acquirers are required to pay interest at 10% p.a. for 30 days (September 15, 2026 to October 15, 2026) due to delay in receiving RBI approval, resulting in ₹0.021 per share interest payment.

Conditions and Approvals

  • Offer is unconditional and not subject to minimum acceptance
  • No competing offers exist
  • All required statutory approvals obtained (BSE and RBI)
  • No other statutory approvals required as on date

Procedure for Acceptance

  • Tendering period: September 17 to September 30, 2026
  • Marketable lot: 1 equity share
  • Acceptance through BSE acquisition window
  • Physical share holders can participate with required documentation
  • Non-resident shareholders must submit RBI approvals

Risk Factors

  • Public shareholding will fall below 25% MPS requirement post-offer
  • Acquirers committed to maintain MPS within SEBI timelines through secondary sales/OFS
  • Equity shares once tendered cannot be withdrawn
  • Possible proportionate acceptance in case of oversubscription
  • Fluctuations in market price during offer period

Financial Impact

  • Total financial outlay: ₹9,43,60,500 for shares + ₹7,92,629 interest (if fully accepted)
  • Cash outflow for acquisition consideration
  • No impact on Target Company's operations or assets

Capital Structure Impact

  • Pre-preferential capital: 6,51,70,000 shares
  • Post-preferential capital: 14,51,70,000 shares
  • Significant dilution from preferential issue
  • Change in control from existing promoters to new acquirers

Forward-looking Statements

Acquirers intend to continue same business of Target Company (NBFC activities) and have no plans to alienate significant assets for two years except in ordinary course of business.