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

Fabino Enterprises has announced its audited financial results for the year ended March 31, 2026. The company reported a net loss of ₹35.97 crore for the full year, a significant decline from the net profit of ₹13.19 crore recorded in the previous year. Revenue from operations stood at ₹114.28 crore, down from ₹180.36 crore in FY25.

For the half-year ended March 31, 2026, the company reported a net loss of ₹11.09 crore. In the corresponding period of the previous year, it had posted a net profit of ₹0.14 crore. Revenue for the half-year was ₹107.48 crore.

Financial Performance

The board approved the standalone and consolidated financial results during its meeting held on May 23, 2026. The statutory auditors issued an unmodified opinion on the results. Key audit matters included the write-off of trade receivables under litigation aggregating to ₹71,55,208 and the write-off of expired inventory amounting to ₹57,73,331.

Consolidated Results

On a consolidated basis, the company reported a net loss of ₹55.87 crore for FY26 compared to a net profit of ₹6.11 crore in the previous year. Total revenue for the year decreased to ₹224.04 crore from ₹183.26 crore. The company's wholly-owned subsidiary, Upender Metaplast Private Limited, received a GST demand order of ₹42.38 lakh, against which an appeal has been preferred.

The paid-up equity share capital remained unchanged at ₹210.00 lakh. The trading window for dealing in the company's securities will reopen 48 hours after the outcome of the board meeting is declared to the stock exchanges.