Fabino Enterprises Limited has informed the stock exchanges that its board of directors will meet on Saturday, May 23, 2026. The primary agenda for the meeting is to consider and approve the audited financial results for the half-year and full year ended March 31, 2026.

The board will review both standalone and consolidated financial statements during the session. The meeting is scheduled to take place at the company's registered office located at Jeevan Vihar Extension, Near Shubham Garden, Murthal Road, Sonipat, Haryana.

Agenda for the Meeting

The board will deliberate on the following key items:

• The Audited Financial Results (Standalone) for the half year and year ended March 31, 2026.
• The Audited Financial Results (Consolidated) for the half year and year ended March 31, 2026.
• Any other matter with the permission of the Chair.

Trading Window Closure

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has stated that the trading window for dealing in its securities is currently closed. This window will reopen 48 hours after the outcome of the board meeting is declared to the stock exchanges where the equity shares of the company are listed.

Fabino Enterprises Limited is the subject of a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with three acquirers — R G Family Trust, Sameer Gupta, and Sundeep Gupta — seeking to acquire up to 5,46,000 (Five Lakhs Forty Six Thousand) fully paid-up equity shares of face value ₹10/- each, constituting 26.00% of the target company's equity share capital. The offer price has been set at ₹20/- (Rupees Twenty Only) per share, payable in cash, and the tendering period runs from June 22, 2026 to July 06, 2026. The Draft Letter of Offer was filed with SEBI on May 13, 2026, by Manager to the Offer, Aryaman Financial Services Limited.

Background and Trigger for the Open Offer

The open offer has been triggered by a Share Purchase Agreement (SPA) entered into on April 28, 2026, between the acquirers and five promoter-group sellers of Fabino Enterprises Limited. Under the SPA, the acquirers agreed to acquire 11,93,200 equity shares constituting 56.82% of the equity share capital at a negotiated price of ₹18/- per share, for a total consideration of ₹2,14,77,600/- (Rupees Two Crore Fourteen Lakh Seventy Seven Thousand Six Hundred Only), payable in cash. The sellers — Aditya Mahavir Jain, Vandana Jain, Shanta Jain, Kamal Naini Jain, and Shreya Jain — all belong to the promoter group of the target company.

The following table summarises the shares being sold by each promoter-group seller under the SPA:

Offer Details and Price Justification

The open offer is being made to all public shareholders (other than the acquirers and the sellers) to acquire up to 5,46,000 equity shares representing 26.00% of the equity share capital of Fabino Enterprises Limited. The total offer consideration, assuming full acceptance, amounts to ₹1,09,20,000/- (Rupees One Crore Nine Lakh & Twenty Thousand Only). The offer price of ₹20/- per share has been determined as the highest of the applicable parameters under Regulation 8(2) of the SEBI (SAST) Regulations, 2011, as detailed below:

No trading was recorded on the date of the Public Announcement (April 28, 2026). The shares were last traded on April 27, 2026, with a closing and weighted average price of ₹20.31/- per share. No trading was recorded after the date of the Public Announcement up to the date of the Draft Letter of Offer.

Background of the Acquirers

The three acquirers bring distinct professional profiles to this acquisition. R G Family Trust, formed in 2024 for the benefit of Mr. Rravvi Goyal and his family, reported a capital of ₹90.00 Crore and a net worth of ₹97.91 Crore as on March 31, 2026 (provisional). Sameer Gupta, Chairman of Jakson Group with over 30 years of experience across manufacturing, renewable energy, and future energies, reported a net worth of ₹183.55 Crore as on February 28, 2026. Sundeep Gupta, Vice-Chairman of Jakson Group with over 30 years of experience, reported a net worth of ₹241.54 Crore as on February 28, 2026. Sameer Gupta and Sundeep Gupta are brothers and belong to the same family. As on the date of the Draft Letter of Offer, none of the acquirers hold any equity shares of the target company.

Financial Profile of Fabino Enterprises Limited

Fabino Enterprises Limited, incorporated in 2011 and headquartered in Sonipat, Haryana, is listed on the SME Platform of BSE Limited. The company's paid-up share capital stands at ₹2,10,00,000/- (Rupees Two Crores Ten Lakhs Only) comprising 21,00,000 equity shares of ₹10/- each. Key financial highlights from audited and unaudited statements are presented below (₹ in Lakhs):

Post-Offer Shareholding and Key Timelines

Assuming full acceptance in the open offer, the acquirers will collectively hold 17,39,200 equity shares constituting 82.82% of the equity share capital of Fabino Enterprises Limited. Public shareholding will consequently fall below the 25% minimum required under SEBI (LODR) Regulations, 2015, and the acquirers have undertaken to take necessary steps to restore compliance within the stipulated timeframe.

The schedule of major activities for the open offer is as follows:

The open offer is not conditional upon any minimum level of acceptance. The escrow arrangement has been established with Yes Bank Limited, with the acquirers having deposited ₹30,00,000/- (Rupees Thirty Lakh Only) in cash — exceeding the mandatory 25% escrow requirement of ₹27,30,000/-. BSE Limited is the designated stock exchange for tendering shares, with BCB Brokerage Private Limited appointed as the buying broker and Bigshare Services Private Limited serving as the Registrar to the Offer.