Fabino Enterprises Limited , a Sonipat, Haryana-based company listed on the SME Platform of BSE, is the subject of an open offer by R G Family Trust (Acquirer No. 1), Sameer Gupta (Acquirer No. 2), and Sundeep Gupta (Acquirer No. 3) to acquire 5,46,000 fully paid-up equity shares of face value ₹10 each, constituting 26.00% of the fully diluted equity share capital, at ₹20 per share. The total offer consideration aggregates to ₹109.20 Lakhs and is payable in cash. Aryaman Financial Services Limited has been appointed as the Manager to the Offer. The Detailed Public Statement (DPS) was published on May 06, 2026 in Business Standard (English and Hindi national dailies), Jagad Kranti (Hindi daily, Sonipat), and Mumbai Lakshadeep (Marathi daily, Mumbai). The tendering period for the open offer is scheduled from June 22, 2026 to July 06, 2026.

Offer Details

The open offer is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by the acquirers' proposed acquisition of majority voting rights and control over the target company. The offer is unconditional and not subject to any minimum level of acceptance. The acquirers will acquire all equity shares validly tendered up to the offer size.

Underlying Transaction

The acquirers entered into a Share Purchase Agreement (SPA) dated April 28, 2026 with five selling shareholders — Aditya Mahavir Jain, Vandana Jain, Shanta Jain, Kamal Naini Jain, and Shreya Jain — all belonging to the promoter group of Fabino Enterprises Limited. Under the SPA, the acquirers agreed to acquire 11,93,200 equity shares representing 56.82% of the target company at a negotiated price of ₹18 per share, aggregating to ₹214.78 Lakhs, payable in cash. The seller-wise breakdown is as follows:

Acquirer Details

The three acquirers bring diverse professional backgrounds and significant financial standing. R G Family Trust, formed in 2024 and based in Delhi, has Ravvi Goyal as Trustee and Mahesh Kumar as Settlor. The trust reported a capital of ₹90.00 Crore and a net worth of ₹97.91 Crore as on March 31, 2026 (provisional). Sameer Gupta, aged 59, is Chairman of the Jaskon Group with over 30 years of experience across manufacturing, renewable energy, and future energies sectors, and reported a net worth of ₹183.55 Crore as on February 28, 2026. Sundeep Gupta, aged 58, is Vice-Chairman of the Jaskon Group with over 30 years of experience and reported a net worth of ₹241.54 Crore as on February 28, 2026. Ravvi Goyal is a business associate of Sameer Gupta and Sundeep Gupta, while Sameer Gupta and Sundeep Gupta are brothers belonging to a single family. All three acquirers held nil shareholding in Fabino Enterprises prior to the transaction.

Shareholding Structure

Prior to the transaction, all three acquirers held nil shares in Fabino Enterprises. Following the acquisition of sale shares pursuant to the SPA, the proposed shareholding will be as detailed below. Assuming full acceptance in the open offer, the combined post-offer shareholding of the acquirers will reach 17,39,200 equity shares, constituting 82.82% of the equity share capital.

Since the combined post-offer shareholding will exceed 75%, the acquirers have undertaken to take necessary steps to ensure compliance with minimum public shareholding requirements under the Securities Contract (Regulation) Rules, 1957 and SEBI (LODR) Regulations, 2015.

Offer Price Justification

The offer price of ₹20 per share has been determined under Regulation 8(2) of the SEBI (SAST) Regulations as the highest of the following parameters. The annualized trading turnover of Fabino Enterprises on BSE for the 12 calendar months prior to the month of Public Announcement (April 01, 2025 to March 31, 2026) was 38.14%, confirming that the shares are frequently traded.

Target Company Financial Performance

Fabino Enterprises Limited was originally incorporated as "Fabino Life Sciences Private Limited" on October 27, 2011, and was subsequently renamed to its current form with a fresh certificate of incorporation issued on June 18, 2024. The company's main business involves the manufacture, trade, and processing of food and beverage products including juices, beverages, pickles, masalas, and other eatables. The authorized share capital is ₹12,00,00,000 divided into 1,20,00,000 equity shares of ₹10 each, while the issued, subscribed, and paid-up capital stands at ₹2,10,00,000 divided into 21,00,000 equity shares of ₹10 each. The key financial data based on audited consolidated financial statements is as follows (₹ in Lakhs):

Financial Arrangements and Escrow

The acquirers have confirmed that the acquisition will be financed entirely through internal resources, with no borrowings from banks or financial institutions. The total funding requirement, assuming full acceptance, is ₹1,09,20,000. As required under Regulation 17(1) of the SEBI (SAST) Regulations, the acquirers were required to create an escrow equivalent to 25% of the offer consideration, amounting to ₹27,30,000. The acquirers have deposited ₹30,00,000 in cash in an escrow account with Yes Bank Limited, which exceeds the mandatory requirement. The Manager to the Offer has confirmed that firm financial arrangements are in place to fulfill the acquirers' obligations under the open offer.

Fabino enterprises Ltd. has officially communicated to BSE Limited that it does not fall under the Large Corporate category as defined by SEBI regulations, exempting it from specific disclosure requirements for the upcoming financial year.

Regulatory Disclosure Details

The company filed its initial disclosure on April 11, 2026, confirming its status regarding SEBI's Large Corporate framework. The disclosure specifically addresses the non-applicability of Chapter XII of SEBI Operational circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, along with subsequent updates and revisions.

SEBI Large Corporate Framework

The disclosure references the revised framework as per SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPODI/P/CIR/2023/172 dated October 19, 2023. According to the company's assessment, Fabino Enterprises does not meet the applicability criteria mentioned in Clause 3.2 of the said circular as of March 31, 2026.

Company Status and Compliance

Fabino Enterprises Ltd., formerly known as Fabino Life Sciences Ltd., operates as an ISO 9001:2015 certified company. The regulatory disclosure confirms that the company is not required to file any disclosures under the Large Corporate framework for Financial Year 2026-27.

Management Authorization

The disclosure was digitally signed and submitted by Managing Director Aditya Mahavir Jain on April 11, 2026. The communication was formally addressed to BSE Limited as part of the company's regulatory compliance obligations under Regulation 30.

This disclosure ensures transparency regarding the company's regulatory status and confirms its compliance with SEBI's disclosure requirements for entities that do not fall under the Large Corporate category framework.