Key Quantitative Figures

  • Offer Size: 5,46,000 equity shares (26.00% of equity share capital)
  • Offer Price: ₹20 per fully paid-up equity share
  • Total Offer Consideration: ₹1,09,20,000 (assuming full acceptance)
  • SPA Transaction: Acquisition of 11,93,200 shares (56.82%) from promoters at ₹18 per share
  • SPA Consideration: ₹2,14,77,600
  • Current Paid-up Capital: ₹2,10,00,000 divided into 21,00,000 equity shares of ₹10 each
  • Escrow Amount: ₹30,00,000 deposited with Yes Bank Limited (exceeds regulatory requirement of ₹27,30,000)

Dates of Action

  • Public Announcement Date: April 28, 2026
  • Detailed Public Statement Date: May 06, 2026
  • Identified Date: June 12, 2026
  • Offer Opening Date: June 29, 2026
  • Offer Closing Date: July 10, 2026
  • Last Date for Revision: June 25, 2026
  • Payment Timeline: Within 10 working days from offer closure

Parties Involved

Acquirers:

  • R G Family Trust (Acquirer No 1) - Trustee: Rravvi Goyal
  • Sameer Gupta (Acquirer No 2)
  • Sundeep Gupta (Acquirer No 3)

Sellers (Promoter Group):

  • Aditya Mahavir Jain (52.38%)
  • Vandana Jain (4.00%)
  • Shanta Jain (0.11%)
  • Kamal Naini Jain (0.13%)
  • Shreya Jain (0.19%)

Professional Parties:

  • Manager to Offer: Aryaman Financial Services Limited
  • Registrar to Offer: Bigshare Services Private Limited
  • Buying Broker: BCB Brokerage Private Limited
  • Escrow Bank: Yes Bank Limited

Purpose and Rationale

The open offer is mandatory under Regulations 3(1) & 4 of SEBI SAST Regulations, triggered by the acquisition of 56.82% stake from existing promoters through a Share Purchase Agreement dated April 28, 2026. The acquirers intend to gain management control of Fabino Enterprises Limited for long-term wealth creation through inorganic growth and business diversification.

Financial and Operational Impact

  • Post-offer Shareholding: Acquirers will hold 17,39,200 shares (82.82%), public shareholding will reduce to 17.18%
  • Minimum Public Shareholding: Acquirers undertake to facilitate compliance with 25% minimum public shareholding requirement under SCRR Rule 19A and SEBI LODR Regulations
  • Business Plans: No major changes to existing business lines except in ordinary course; no delisting intention; no significant asset alienation planned for 2 years
  • Financial Capacity: Acquirers have adequate internal resources confirmed by CA certificate dated April 28, 2026

Capital Structure Impact

  • Current Structure: 21,00,000 fully paid-up equity shares of ₹10 each
  • No Change: No outstanding convertible instruments, warrants, or partly paid shares
  • Post-offer: No change in total shares outstanding, only ownership transfer

Risk Factors

  • Proportional Acceptance: If oversubscribed, acceptance will be on proportionate basis
  • Statutory Approvals: No approvals required as on date, but offer subject to any that may become applicable
  • Non-withdrawal: Shareholders cannot withdraw acceptance once tendered
  • Market Price Risk: Tendered shares will be locked during processing period
  • Physical Share Complications: Additional documentation requirements for physical shares

Target Company Financials (₹ in Lakhs)

| Metric | FY2024 | FY2025 | FY2026 |

| Income from Operations | 2,108.28 | 1,803.60 | 2,084.06 |

| Total Income | 2,109.33 | 1,832.63 | 2,240.44 |

| Profit/(Loss) After Tax | 3.58 | 6.11 | (55.87) |

| EPS (₹) | 0.17 | 0.29 | (2.66) |

| Book Value per Share (₹) | 19.73 | 20.02 | 17.36 |

Procedural Details

  • Tendering Mechanism: Through stock exchange acquisition window on BSE
  • Settlement: Through clearing corporation mechanism
  • Documentation: Physical shareholders require share certificates, transfer deeds, PAN, address proof
  • Non-resident Requirements: Mandatory Form of Acceptance submission
  • Rejection Grounds: Incomplete documentation, signature mismatches, litigation-affected shares