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Cubical Financial Services Ltd. M&A Activity 2026

May 15, 2026

63880_rns_2026-05-15_4d8d66e8-9b4f-476c-beeb-8929dd65dba1.pdf

M&A Activity

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M

CORPORATE MAKERS CAPITAL LIMITED

CIN: U65100DL1994PLC063880

SEBI Merchant Banker Reg. No.: INM000013095

GST: 07AAACR4362D1ZO

Date: May 15, 2026

To

The Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers

Dalal Street Mumbai- 400001

Ref: Cubical Financial Services Limited (Scrip ID: CUBIFIN)

Subject: Public Announcement ("PA") for Open Offer ("Offer") for Acquisition of upto 3,77,44,200 Equity Shares representing 26.00% of the Emerging Equity and Voting Share Capital from the Shareholders of Cubical Financial Services Limited, (hereinafter referred to as "Cubifin"/"Target Company"/"TC") by Mr. Manoj Agrawal (Acquirer-1) And Mr. Amit Kumar Saraogi (Acquirer-2) (hereinafter collectively referred to as "Acquirers") together with 'Mrs. Shikha Agrawal' (PAC-1), 'M/S Manoj Agrawal HUF' (PAC-2) and 'Mrs. Kanchan Saraogi' (PAC-3) (hereinafter referred to as "PACs")

Dear Sir/Madam,

In reference to the captioned subject, we hereby submit the Copy of Public Announcement dated May 15, 2026 pursuant to, and in compliance with, Regulation 3(1) and Regulation 4 read with Regulation 13, 14, 15 (1) and such other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,

The Acquirers have appointed Corporate Makers Capital Limited as Managers to the offer in terms of Regulation 12 of SEBI (SAST) Regulation 2011.

Further, you are requested to disseminate this information of Public Announcement to the Public.

Thanking You,

Yours Sincerely

For and on behalf of

Corporate Makers Private Limited

img-0.jpeg

Rohit Pareek

Director

DIN: 08132565

Regd. Off: 611 6th Floor Pragati Tower Rajendra Place Delhi - 110008

E-mail id: [email protected] | Contact - 011-41411600


PUBLIC ANNOUNCEMENT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS 3(1), 4 READ WITH REGULATIONS 13(2)(G), 14, AND 15 (1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF

CUBICAL FINANCIAL SERVICES LIMITED

CIN: L65993DL1990PLC040101

Registered office: 456, Aggarwal Metro Heights, Netaji Subhash Place, Pitampura, New Delhi-110034

Phone: 011-47057757; Website: www.cubical90.com

Email Id: [email protected]

CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM EQUITY SHAREHOLDERS

OPEN OFFER FOR ACQUISITION OF UPTO 3,77,44,200 (THREE CRORES SEVENTY-SEVEN LAKH FORTY-FOUR THOUSAND AND TWO HUNDRED) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS. 2/- (RUPEES TWO ONLY) EACH ("OFFER SHARES") REPRESENTING 26% OF THE EMERGING EQUITY AND VOTING SHARE CAPITAL OF CUBICAL FINANCIAL SERVICES LIMITED, (HEREINAFTER REFERRED TO AS ("CUBIFIN"/TARGET COMPANY"/"TC") AT AN OFFER PRICE OF ₹ 2.50/- (RUPEES TWO AND FIFTY PAISA ONLY) PER OFFER SHARES TO THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY BY MR. MANOJ AGRAWAL (ACQUIRER-1) AND MR. AMIT KUMAR SARAOGI (ACQUIRER-2) (HEREINAFTER COLLECTIVELY REFERRED TO AS "ACQUIRERS") TOGETHER WITH 'MRS. SHIKHA AGRAWAL' (PAC-1), 'M/S MANOJ AGRAWAL HUF' (PAC-2) AND 'MRS. KANCHAN SARAOGI' (PAC-3) (HEREINAFTER REFERRED TO AS "PACs") IN THEIR CAPACITY AS PERSONS ACTING IN CONCERT WITH THE ACQUIRERS FOR THE PURPOSE OF THE OPEN OFFER (AS DEFINED BELOW) PURSUANT TO AND IN COMPLIANCE WITH REGULATION 3(1) AND 4 READ WITH REGULATION 15 (1) AND OTHER APPLICABLE PROVISIONS OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENT THERETO ("SEBI (SAST) REGULATIONS") ("OPEN OFFER" OR "OFFER")

This Public Announcement ('PA'/ 'Public announcement') is being issued by Corporate Makers Capital Limited ('Manager to the offer' or 'CMCL') for and on behalf of Acquirers and PACs to the Public Shareholders of Target Company ('Public Shareholders') pursuant to, and in compliance with, Regulation 3(1) and Regulation 4 read with Regulation 13(2)(g), 14, 15 (1) and such other applicable provisions of the SEBI (SAST) Regulations.

For this Public Announcement, the following terms have the meaning assigned to them below:

  1. DEFINITIONS AND ABBREVIATIONS
Definitions & Abbreviations Particulars
Acquirer 1 Mr. Manoj Agrawal S/o Vijay Kumar Agrawal, age about 46 years, an Indian Inhabitant, bearing PAN: AHLPA4839K issued under the Income Tax Act, 1961, presently residing at D-204, Satya Shanti Ekta Apartments, Sector 13, Rohini, Delhi – 110085, Contact No: +91 9205401787, Email Id: [email protected].
Acquirer 2 Mr. Amit Kumar Saraogi S/o Shyam Sunder Saraogi, age about 49 years, an Indian Inhabitant, bearing PAN: ACSPJ7415L issued under the Income Tax Act, 1961, presently residing at B-603, Balaji Apartment, Sector-14, Rohini, Delhi, India – 110085, Contact No: +91-9971195789, Email Id: [email protected].
Acquirers Acquirer 1 and Acquirer 2 are collectively referred to as Acquirers.
Board of Directors The Board means the Board of Directors of the Target Company.
BSE Ltd BSE Limited is the stock exchange where presently the Equity Shares of the Target Company are listed.
CDSL Central Depository Services (India) Limited
Companies Act Companies Act, 1956 and Companies Act, 2013
Control means as define in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
DP Depository Participant
Emerging Equity and Voting means Emerging Equity and Voting share capital of the Target Company i.e., ₹

Definitions & Abbreviations Particulars
Share Capital 29,03,40,000 divided into 14,51,70,000 Equity Shares of ₹ 2/- each.
Eligible Equity Shareholders / Public Shareholders All the public shareholders of the Target Company, excluding the Acquirers and PAC in the Underlying Transaction and any persons deemed to be acting in concert (“Deemed PACs”), pursuant to and in compliance with the provisions of Regulation 7(6) of SEBI (SAST) Regulations, 2011
Equity Shares Equity Shares shall mean the fully paid-up equity shares of the face value of ₹ 2.00/- (Rupees Two Only) each.
Escrow Bank/ Escrow Agent ICICI Bank Limited
FEMA Foreign Exchange Management Act, 1999, as amended from time to time
FIIs/FPIs Foreign Institutional Investors/Foreign Portfolio Investors registered with SEBI
Income Tax Act Income Tax Act, 1961, as amended from time to time
INR/Rs./₹ Indian Rupees, the legal currency of India
ISIN International Securities Identification Number i.e. INE717D01023
KMP Key Managerial Personnel(s)
Manager to Offer Corporate Makers Capital Limited appointed as Manager to Offer pursuant to Regulation 12 of SEBI (SAST) Regulations, 2011
MICR Magnetic Ink Character Recognition
NRI Non-Resident Shareholder(s)
Existing Share and Voting Capita/ Paid-up Capital means paid up share capital of the Target Company i.e., ₹ 13,03,40,000 divided into 6,51,70,000 Equity Shares of ₹ 2/- Each.
PROI Person’s resident outside India as defined under FEMA, holding Equity Shares of the Target Company
PAC-1 Mrs. Shikha Agrawal, W/o Mr. Manoj Agrawal, aged about 42 years, an Indian Inhabitant, having PAN- AJZPA1700F issued under the Income Tax Act, 1961, presently residing at D-204, Ekta Apartments, Sector 13, Rohini, Delhi – 110085. Her mobile number is +91-9205402073 and her Email Id is [email protected].
PAC-2 M/s Manoj Agrawal HUF, having PAN- AAJHM5891G issued under the Income Tax Act, 1961, has its registered office at D-204, Satya Shanti, Ekta Apartments, Sector 13, Rohini, Delhi – 110085, having mobile number -+91-9205402073 and Email Id – [email protected]
PAC-3 Mrs. Kanchan Saraogi W/o Mr. Amit Kumar Saraogi, age about 44 years, an Indian Inhabitant, having PAN- AGBPA6944L issued under the Income Tax Act, 1961, presently residing at B-603, Balaji Appartment Sector-14, Rohini, Delhi - 110085. Her mobile number is +91-9999252099 and her Email Id is [email protected]
PACs Means Person Acting in Concert as defined under Regulation 2(1)(q) of SEBI (SAST) Regulations i.e. Mrs. Shikha Agrawal (PAC-1), M/S Manoj Agrawal HUF (PAC-2) and Mrs. Kanchan Saraogi (PAC-3).
NBFC Non- Banking Financial Company, Company is registered with the Reserve Bank of India (“RBI”) under Registration No. 14.00129.
NRI Non-Resident Indian
NSDL National Securities Depositories Limited
Offer/ Open Offer The Open Offer is made by the Acquirers to the Eligible Equity Shareholders to acquire up to 3,77,44,200 Equity shares representing 26% of the Emerging Equity and Voting Share Capital of the Target Company
Offer Price An offer price of ₹ 2.50/- (Rupees Two and Fifty Paisa Only) per Offer Share.
Offer Size Upto 3,77,44,200 (Three Crores Seventy-Seven Lakh Forty-Four Thousand and Two Hundred) Fully Paid-up Equity Shares of Face Value of ₹ 2/- (Rupees Two Only) each at Offer Price of ₹ 2.50/- per equity share, representing 26% of the Emerging Equity and Voting Share Capital of Target Company.
Public Announcement Public Announcement dated Friday, May 15, 2026.
Promoter & Promoter Group The existing promoter & promoter group of the Target Company, in accordance with the provisions of Regulations 2 (1) (s), and 2 (1) (t) of the SEBI (SAST) Regulations, read with Regulations 2 (1) (oo), and 2 (1) (pp) of the SEBI (ICDR) Regulations, in this case, namely being, Mr. Ashwani Kumar Gupta and Mrs.

  1. OFFER DETAILS
Offer Size Acquisition of upto 3,77,44,200 (Three Crores Seventy-Seven Lakh Forty-Four Thousand and Two Hundred) fully paid up Equity Shares of face value of ₹ 2/- (Rupees Two Only) each representing 26% of the Emerging Equity and Voting Share Capital of the Target Company, as on the date of this Public Announcement, to open offer shares, subject to the terms and conditions specified in this Public Announcement and the Offer Documents that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
Offer Price/ Consideration An Offer Price of ₹ 2.50/- per fully paid-up Equity Shares (hereinafter referred to as the “Offer Price”) will be offered for the equity shares tendered during the tendering period assuming full acceptance, the total consideration payable by the Acquirers and PAC’s, will be ₹ 943.61 Lakhs /- (Rupees Nine Crores Forty Three Lakhs Sixty Thousand and Five Hundred Only).
Mode of payment The Offer Price/ entire consideration will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the SEBI (SAST) Regulations and in accordance with the terms and conditions mentioned in this Public Announcement and to be set out in the Offer Documents proposed to be issued in accordance with the SEBI (SAST) Regulations.

Type of offer
This Offer is a triggered mandatory Open Offer made under Regulation 3(1), 4 of the SEBI (SAST) Regulation. The Offer is being made in compliance with Regulation 13(2)(g) of the SEBI (SAST) Regulation, pursuant to the substantial acquisition of Equity Shares and voting rights by the Acquirers under the Proposed Preferential Issue and pursuant to execution of Share Purchase Agreement (“SPA”) between the current promoter and Acquires with their PACs. This Open Offer is not conditional offer subject to any minimum level of acceptance in terms of Regulation 19 of the Regulation. This is not a competing offer in terms of Regulation 20 of the Regulations.

3. TRANSACTION WHICH HAS TRIGGERED THE OFFER OBLIGATIONS ("UNDERLYING TRANSACTION")

Acquirers with their PAC's have entered into a Share Purchase Agreement dated Friday, May 15, 2026 ("SPA") with the existing Promoter of the Target Company (hereinafter referred to as "Promoter Sellers") to acquire 2,00,75,137 (Two Crores Seventy Five Thousand and One Hundred Thirty Seven) Equity Shares representing 13.83% of the Emerging Equity and Voting Share Capital at a price of ₹ 2.05/- (Rupees Two and Five Paisa Only) in compliance with the provisions of the SEBI (SAST) Regulations.

Further, the Board of Directors of the Target Company at their meeting held on Friday, May 15, 2026, has approved a preferential allotment of 8,00,00,000 fully paid-up Equity Shares of face value of ₹ 2/- each to public category investor on preferential basis at an issue price of ₹ 2.50 aggregating to ₹ 2,000 Lakhs (Rupees Twenty Crores Only), representing of 55.11% of Emerging Equity and Voting Share Capital of the Target Company, subject to approval of members by passing the Special Resolution at the Extra-Ordinary General Meeting dated June 15, 2026.

The said allotment is proposed to be made to the Acquirers with their PAC's in the following manner: 3,11,00,000 equity shares to Acquirer- 1, 44,50,000 Equity Shares to PAC-1, 44,50,000 Equity Shares to PAC-2 and 3,11,00,000 equity shares to Acquirer-2 and 89,00,000 equity shares to PAC-3, at an Issue Price of ₹ 2.50/- per equity share, in compliance with the provisions of Companies Act, 2013 ("Act") and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements, 2018) and subsequent amendments thereto ("SEBI ICDR Regulations 2018") and RBI Regulations.

This Open Offer is being made under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011. Pursuant to the underlying transaction, the Acquirers with their PAC's will collectively hold 68.94% of the Emerging Equity and Voting share capital of the Target Company. After completion of Open Offer the Acquirers and PACs shall form part of the Promoter and Promoter Group of the Target Company.

Details of underlying transaction
Type of Transaction (direct/indirect) Mode of Transaction (Agreement/Allotment/market purchase) Shares / Voting rights acquired/ proposed to be acquired Total Consideration for shares /Voting Rights (VR) acquired (₹ in Lakhs) Mode of payment (Cash/ securities) Regulation which has triggered
Number % vis a vis total equity/Emerging Equity and voting share capital
Direct Acquisition Share Purchase Agreement executed on Friday, May 15, 2026 between Promoter sellers and Acquirers with their PAC's 2,00,75,137 Equity Shares *13.83% of the Emerging Equity and Voting Share Capital ₹ 411.54 Cash Regulation 3 (1) and Regulation 4 of SEBI (SAST) Regulations, 2011
Direct Acquisition Resolution passed at the meeting of the Board of 8,00,00,000 Equity Shares *55.11% of the Emerging Equity and ₹ 2,000.00 Cash

Details of underlying transaction
Type of Transaction (direct/indirect) Mode of Transaction (Agreement/Allotment/market purchase) Shares / Voting rights acquired/ proposed to be acquired Total Consideration for shares /Voting Rights (VR) acquired (# in Lakhs) Mode of payment (Cash/securities) Regulation which has triggered
Number % vis a vis total equity/Emerging Equity and voting share capital
Directors held on Friday, May 15, 2026, for issuance of Equity Shares to Acquirers with their PAC's on preferential basis under section 62 of Companies Act, 2013 and in terms of SEBI (ICDR) Regulations, 2018 subject to statutory approvals. Voting Share Capital

*The percentage has been calculated on the basis of Emerging Equity and Voting Equity Share Capital of the Company.

Note:

  1. In the event, the shareholding of the Acquirers in the Target Company, post completion of the Open Offer and the Underlying Transaction exceeds $75\%$ of the Equity Shares Capital of the Target Company, the Acquirers shall undertake such actions within the timelines as prescribed under the Securities Contract (Regulation) Rules, 1957 ("SCRR"), as deemed appropriate by the Acquirers, to meet the minimum public shareholding requirements as specified under SCRR.
  2. Pursuant to the consummation of the Underlying Transaction and subject to compliance with the SEBI (SAST) Regulations, 2011, the Acquirers with their PAC's will acquire control over the Target Company and shall become the promoters of the Target Company and the existing Promoter and Promoter Group will be classified into "Public category" in pursuance with Regulation 31A of Securities Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 ('SEBI (LODR) Regulations').

  3. DETAILS OF ACQUIRERS/ PAC's:

Details Acquirer 1 Acquirer 2 PAC-1 PAC-2 PAC-3 Total
Name of Acquirers Mr. Manoj Agrawal Mr. Amit Kumar Saraogi Mrs. Shikha Agrawal M/s Manoj Agrawal HUF Mrs. Kanchan Saraogi 5
Address D-204, Satya Shanti (Ekta) Apartments, Sec-13, Rohini, Delhi-110085 B-603, Balaji Apartment, Rohini Sec-14, Delhi-110085 D-204 Ekta Apartment, Sector-13 Rohini, North West Delhi, 110085 D-204, Satya Shanti (Ekta) Apartments, Sec-13, Rohini, Delhi-110085 B-603, Balaji Apartment, Rohini Sec-14, North West Delhi-110085 -
PAN AHLPA4839K ACSPJ7415L AJZPA1700F AAJHM5891G AGBPA6944L -
Name(s) of Not Not Not Not Not

Details Acquirer 1 Acquirer 2 PAC-1 PAC-2 PAC-3 Total
persons in control/promoters of acquirers/ PAC where Acquirers/PAC are companies Applicable Applicable Applicable Applicable Applicable
Name of the Group, if any, to which the Acquirers/ PACS belongs to Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Pre Transaction shareholding: • Number Nil Nil Nil Nil Nil Nil
• % of total share capital Nil Nil Nil Nil Nil Nil
Proposed shareholding after the acquisition of shares which triggered the Open Offer • Number 3,94,66,595 3,94,66,595 52,83,967 52,87,007 1,05,70,973 10,00,75,137
• % of Emerging Equity and Voting Share Capital 27.19 27.19 3.64 3.64 7.28 68.94
Any other interest in the Target Company None None None None None None

*Calculated on the basis of Emerging Equity and Voting Share Capital.

5. DETAILS OF SELLING SHAREHOLDERS

The Acquirers with their PAC's has entered into the Share Purchase Agreement ("SPA") with the Promoter & Promoter Group Sellers (hereinafter referred as "Promoter Sellers") on Friday, May 15, 2026 for the acquisition of 2,00,75,137 fully paid-up Equity Shares ("Selling Shares") of ₹ 2/- each representing $13.83\%$ of the Emerging Equity and Voting share capital of the Target Company at a Price of ₹ 2.05/- (Rupees Two and Five Paisa Only) per Equity Share aggregating to ₹ 411.54/- (Rupees Four Crores Eleven Lakhs Fifty Four Thousands and Thirty One Only) subject to the terms and conditions as mentioned in the SPA. The details of the Promoter Sellers are as stated hereunder:

Name of Promoter and Promoter Group Part of promoter group (Yes/ No) Details of shares/ voting rights held by the selling shareholders
Pre-Transaction Post-Transaction
No. of shares % vis a vis Emerging Equity and Voting Share Capital No. of shares % vis a vis Emerging Equity and Voting Share Capital
Ashwani Kumar Gupta Yes 1,63,83,572 11.29% Nil Nil
Rita Gupta Yes 36,91,565 2.54% Nil Nil
Total 2,00,75,137 13.83% Nil Nil

6. TARGET COMPANY

Name Cubical Financial Services Limited
CIN L65993DL1990PLC040101
Registered Office 456, Aggarwal Metro Heights, Netaji Subhash Place, Pitam Pura, New Delhi-110034
Exchange where listed Equity Shares are listed on the BSE Limited (“BSE”)
Scrip Code for BSE Limited 511710
Scrip ID for BSE Limited CUBIFIN
ISIN INE717D01023
Classification of Business Non- Banking Financial Corporation (“NBFC”) registered with Reserve Bank of India (“RBI”) vide Certificate of Registration no. 14.00129.

7. OTHER DETAILS

a. This Public Announcement is made in compliance with the provisions of Regulation 13 of the SEBI (SAST) Regulations.
b. The Acquirers with their PACs, accepts full responsibility for the information contained in this Public Announcement.
c. The Detailed Public Statement to be issued pursuant to this Public Announcement in accordance with the provisions of Regulations 13(4), 14(3), 15(2), and other applicable regulations of the SEBI (SAST) Regulations shall be published in newspapers, within 5 (Five) Working Days of this Public Announcement, i.e., on or before Friday, May 22 2026. The Detailed Public Statement shall, inter alia, contain details of the Offer including the detailed information of the Offer Price, the Acquirers, the Target Company, background to the Offer, relevant conditions, statutory approvals required for this Offer, details of financial arrangements, and such other terms and conditions as applicable to this Offer.
d. This Open Offer is subject to the terms and conditions mentioned in this Public Announcement, and the Offer Documents that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
e. The Acquirers and their PACs have given an undertaking that they are aware of, and will comply with, their obligations as laid down under the SEBI (SAST) Regulations and have adequate financial resources to meet the obligations under the SEBI (SAST) Regulations for the purpose of this Offer.
f. The Acquirers along with the PACs intend to retain the listing status of the Target Company in accordance with applicable laws and the provisions of the SEBI (SAST) Regulations.
g. The Offer is not conditional upon any minimum level of acceptance in accordance with Regulation 19(1) of the SEBI (SAST) Regulations.
h. The Offer is not a competing offer in accordance with Regulation 20 of the SEBI (SAST) Regulations.
i. All the information pertaining to the Target Company in this Public Announcement has been obtained from publicly available sources or provided by the Target Company. All the information pertaining to the Target Company contained in this Public Announcement has been obtained from them and the accuracy thereof related to all has not been independently verified by the Manager.

ISSUED BY MANAGER TO THE OFFER:

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Corporate Makers Capital Limited

Address: 611, 6th Floor, Pragati Tower, Rajendra Place, Delhi -110091

Contact Number: +91- 11- 41411600

Website: www.corporatemakers.in

Email Address: [email protected]

Contact Person: Mr. Rohit Pareek

SEBI Registration Number: INM000013095


Validity: Permanent

CIN: U65100DL1994PLC063880

For and on behalf of

| Sd/-
Manoj Agrawal
("Acquirer-1") | | Sd/-
Amit Kumar Saraogi
("Acquirer-2") | |
| --- | --- | --- | --- |
| Sd/-
Shikha Agrawal
("PAC-1") | Sd/-
M/s Manoj Agrawal HUF
("PAC-2") | | Sd/-
Kanchan Saraogi
("PAC-3") |
| Date: May 15, 2026
Place: Delhi | | | |