Fabino Enterprises Limited's open offer for the acquisition of 26% of its equity share capital opens on June 29, 2026. The offer, initiated by acquirers R G Family Trust, Sameer Gupta, and Sundeep Gupta, targets 5,46,000 fully paid-up equity shares with a face value of ₹10 each at a price of ₹20 per share. The offer closes on July 10, 2026, and the settlement of consideration for acquired shares is scheduled for July 24, 2026. Aryaman Financial Services Limited has been appointed as the manager to the offer.

The Independent Directors Committee (IDC) of Fabino Enterprises Limited has determined that the offer price is fair and reasonable. The committee, comprising Tesu Alakh (Chairman), Deepali Singla (Member), and Arihant Jain (Member), reviewed the Public Announcement, Detailed Public Statement, and Letter of Offer. The recommendation was published on June 24, 2026. The offer price was derived in accordance with Regulation 8(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

A review of market data indicated that the volume-weighted average market price of the company's shares on the BSE for the 60 trading days preceding the public announcement was ₹15.74 per share. The negotiated price per equity share for any acquisition under the Share Purchase Agreement (SPA) was ₹18.00 per share. The IDC confirmed that no trading occurred in the shares between the date of the public announcement and the date of this recommendation.

Schedule of Activities

Shareholders can tender shares in dematerialized form through their respective selling brokers or in physical form via their selling broker along with Form SH-4. The current market lot for the offer is 3,000 equity shares. The Letter of Offer was dispatched electronically to shareholders on June 12, 2026, and physically on or before June 19, 2026.

Acquirers R G Family Trust, Sameer Gupta, and Sundeep Gupta have initiated a mandatory open offer to acquire 5,46,000 equity shares, representing 26.00% of the equity share capital of Fabino Enterprises , at a price of ₹20 per share. The offer, made pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, follows a Share Purchase Agreement (SPA) dated April 28, 2026, where the acquirers agreed to purchase 11,93,200 equity shares constituting 56.82% of the company from existing promoters. The open offer is not conditional upon any minimum level of acceptance and is not a competing offer.

Offer Details

The open offer aims to acquire an additional 26.00% stake from public shareholders. The offer price of ₹20 per share is justified as the highest of the negotiated price under the SPA (₹18) and the volume-weighted average market price for the 60 trading days preceding the Public Announcement (₹15.74). The total funding requirement for the offer, assuming full acceptances, is ₹1,09,20,000. The acquirers have deposited ₹30,00,000 in an escrow account with Yes Bank Limited, which exceeds the required 25% of the offer consideration.

Schedule of Activities

The tendering period for the offer commences on June 29, 2026, and concludes on July 10, 2026. The identified date for determining eligible shareholders is June 12, 2026. The acquirers have reserved the right to revise the offer price or size up to June 25, 2026, the last working day before the commencement of the tendering period. Payment for accepted shares is scheduled to be made within 10 working days from the offer closing date, specifically by July 24, 2026.

Financials and Background

Fabino Enterprises reported a total income of ₹2,240.44 lakh and a net loss of ₹55.87 lakh for the financial year ended March 31, 2026. The company's net worth stood at ₹364.61 lakh as of the same date. The acquirers, comprising R G Family Trust and individuals associated with the Jakson Group, have stated they do not intend to delist the target company or make major changes to its existing line of business. Post-acquisition, assuming full acceptance, the acquirers' shareholding will increase to 82.82%.

Key Offer Metrics