Cubical Financial's ₹2.50 open offer opens September 17, far below the ₹6.69 market close

On September 10 at 13:03 IST, Corporate Makers Capital — the merchant banker managing the offer — filed the Letter of Offer for the open offer in Cubical Financial Services, a Delhi-based, RBI-registered NBFC listed on BSE. The document puts final dates on a change of control that has been in motion since May: Manoj Agrawal and Amit Kumar Saraogi, with three persons acting in concert (Shikha Agrawal, Manoj Agrawal HUF and Kanchan Saraogi), will buy up to 26% of the company's emerging share capital from public shareholders at ₹2.50 per share, plus ₹0.021 per share of interest for a payment delay. The stock, meanwhile, closed the same day at ₹6.69 — just under its 52-week adjusted high of ₹6.80, touched that session.

The offer is the mandatory leg of a three-part transaction the Letter of Offer lays out. First, a Share Purchase Agreement dated May 15, 2026: the acquirers agreed to buy 2,00,75,137 shares from the existing promoters, Ashwani Kumar Gupta and Rita Gupta, at ₹2.05 per share — that block is the promoters' entire holding, 30.80% of the pre-issue capital. Second, a preferential allotment of up to 8,00,00,000 new shares to the acquirer group at ₹2.50, approved by the board on May 15 and by shareholders on June 15. Together these take the incoming group to 68.94% of the emerging capital and, per the filing, confer control — which triggers the open offer for a further 26%. Under Regulation 22(2A), the preferentially allotted shares sit in escrow and carry no voting rights for the acquirers until the open offer completes.

The arithmetic public shareholders face is unusual. The offer pays ₹2.521 per accepted share including interest; the exchange closed at ₹6.69 on the day the Letter of Offer was filed — the offer price is about 62% below that close. Across the last 60 trading sessions the stock's lowest close was ₹3.58 (June 30), still 42% above the offer price. On these prices — and this is arithmetic, not a recommendation — selling on the exchange would yield substantially more than tendering, and the offer functions as a floor far beneath the market rather than a premium exit. The Letter of Offer itself makes no assurance about the market price before, during or after the offer, and states that shareholders are solely responsible for their decision. It also notes that shares once tendered cannot be withdrawn and cannot be traded until settlement, even if acceptance or payment is delayed.

From ₹3.73 on June 18 to ₹6.69 on September 10, the close is up 79% over the 60 sessions shown, and the September 10 session touched the 52-week adjusted high of ₹6.80 — against a 52-week low of ₹1.68 on April 2. Volumes tell the same story as the calendar: after single-session volumes as thin as 1,772–1,835 shares in late August, the last three sessions traded 1,85,821, 2,66,718 and 3,49,627 shares as the allotment, the Regulation 29 disclosures and the Letter of Offer landed. The filings themselves say nothing about why the market price sits where it does; the widening gap between the tape and the ₹2.50 offer price is simply what the two data sets show.

Cubical Financial Services is small even by micro-cap standards: total income of ₹54.1 lakh in the June 2026 quarter was the highest of the last five, and quarterly net profit has ranged from ₹0.04 lakh to ₹23.5 lakh. The company holds RBI NBFC registration no. 14.00129. Two governance details from the pack sit alongside the control change. On August 11 the board re-appointed the outgoing promoter, Ashwani Kumar Gupta, as Executive Chairman and Managing Director for five years from October 1, 2026 — subject to members' approval at a forthcoming general meeting, with the AGM scheduled for September 28, inside the tendering window. And the RBI's August 31 letters approved both the change in control and a change in management, including the appointment of incoming directors — the management-appointment approval is valid for six months, while the change-in-control approval is valid for one year from the date of the letter.

1. 15 May

   Public Announcement; Share Purchase Agreement with promoters Ashwani Kumar Gupta and Rita Gupta; board approves the preferential issue

2. 22 May

   Detailed Public Statement published (Business Standard English and Hindi, Mumbai Pratahkal)

3. 29 May

   Draft Letter of Offer submitted to SEBI

4. 15 Jun

   Shareholders approve the preferential issue

5. 30 Jun

   SEBI observations on the draft Letter of Offer received (per the LoF's interest computation)

6. 30 Jul

   BSE in-principle approval for the issue of 8,00,00,000 shares

7. 31 Aug

   RBI prior approval for the change in control and management

8. 7 Sept

   Board allots 2,89,00,000 preferential shares at ₹2.50 for ₹7,22,50,000

9. 9 Sept

   Letter of Offer dated; Regulation 29(1) disclosures — Manoj Agrawal with PACs 2,00,00,000 shares (21.26% of issued capital), Kanchan Saraogi 89,00,000 shares (9.46%)

10. 10 Sept

    Letter of Offer filed with BSE at 13:03 IST

11. 15 Sept

    Last date for the Independent Directors Committee's published recommendation

12. 17 Sept

    Tendering opens

13. 30 Sept

    Tendering closes

14. 15 Oct

    Last date for payment of consideration

The ₹0.021 interest component has a specific origin the filing spells out: SEBI's observations on the draft were received on June 30, which would have required payment to shareholders by September 15, but the RBI's prior approval for the change in control arrived only on August 31. For that thirty-day delay — September 15 to October 15 — the acquirers pay interest at 10% per annum on the ₹2.50 offer price, per Regulations 18(11) and 18(11A). The money is provisioned: ₹2,36,00,000 was deposited in an ICICI Bank escrow account on May 19, topped up with ₹5,00,000 for the interest on September 8–9, taking the escrow to ₹2,41,00,000 — more than 25% of the maximum consideration, which works out to roughly ₹9.44 crore at full acceptance plus about ₹7.9 lakh of interest.

What full acceptance would mean is also stated plainly. The acquirer group would hold 94.94% of the emerging capital, pushing public shareholding far below the 25% minimum required under Rule 19A(2) of the Securities Contracts (Regulation) Rules. The filing says the incoming group intends to restore compliance within the prescribed timelines through secondary market sales, an offer for sale, or other SEBI-permitted routes — and notes that if the offer takes them past the maximum permissible non-public shareholding, they are barred from a voluntary delisting offer for twelve months after the offer period closes. Given the gap between the offer price and the market, how much of the 26% actually gets tendered is the open question; the offer is unconditional either way.