Fabino Enterprises Limited Changes Control After 56.82% Transfer

Fabino Enterprises Limited changed control after R G Family Trust, Sameer Gupta and Sundeep Gupta acquired 56.82% of its equity for ₹2.15 crore, triggering a mandatory open offer for 26% at ₹20 per share. The company later reclassified the acquirers as promoters and former promoter-group shareholders as public shareholders.

Why did Fabino Enterprises change control?

Fabino Enterprises changed control because the acquirers entered into a Share Purchase Agreement on April 28, 2026 to purchase 11,93,200 equity shares from its erstwhile promoters. The shares represented 56.82% of the company’s paid-up equity share capital, giving R G Family Trust, Sameer Gupta and Sundeep Gupta control of the company.

The agreement was executed with Mrs. Vandana Jain, Mrs. Shanta Jain, Mrs. Kamal Naini Jain, Mrs. Shreya Jain and Mr. Atul Jain. The consideration for the promoter-shareholding purchase was ₹2,14,77,600, or about ₹2.15 crore, at ₹18 per share. The transfer of this stake was subsequently disclosed as completed.

A change in control and promoter status is a material corporate event for a listed company. It changes the shareholder group responsible for the company’s strategic direction and regulatory disclosures. Fabino Enterprises stated in its directors’ report that, apart from this transaction, no other material changes or commitments affecting its financial position had occurred between the March 31, 2026 financial year-end and the date of that report.

What was the Fabino Enterprises open offer?

The Fabino Enterprises open offer sought up to 5,46,000 fully paid-up equity shares, representing 26% of the paid-up equity share capital, at ₹20 per share in cash. The offer was required under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 after the acquirers agreed to buy the controlling stake.

At full acceptance, the offer consideration was ₹1,09,20,000, or about ₹1.09 crore. The offer price was ₹2 per share higher than the ₹18 per share paid for the 56.82% stake under the Share Purchase Agreement. The acquirers stated that funding was arranged through internal resources, with ₹30 lakh deposited in an escrow account with Yes Bank Limited.

The transaction documents provided contain different tendering-period references. One set of details refers to a June 22 to July 6, 2026 tendering period and payment by July 20, while another refers to an opening date of June 29 and a closing date of July 10. The disclosed transfer and the later promoter reclassification confirm the control transaction, but the supplied information does not state the number of shares tendered in the offer.

Who are the new promoters of Fabino Enterprises?

R G Family Trust, Sameer Gupta and Sundeep Gupta became members of the promoter and promoter group of Fabino Enterprises after the share transfer and open-offer process. The company’s disclosure states that the acquirers were reclassified from the public category to the promoter and promoter group category.

At the same time, all erstwhile promoter and promoter-group members were reclassified from promoter and promoter group to the public category. This included the sellers of the 11,93,200 shares transferred under the April 28 agreement. The company described the reclassification as following the completion of the open offer.

Fabino Enterprises submitted its reclassification disclosure to BSE Limited on October 19, 2026 under Regulation 31A(10)(ii) of the SEBI Listing Obligations and Disclosure Requirements Regulations. The disclosure was signed by Aditya Mahavir Jain, Managing Director, and referred to the completed transfer from the former promoter-group sellers to the acquirers.

How does the transaction affect Fabino Enterprises shareholders?

The transaction changes Fabino Enterprises’ controlling shareholder group and gives eligible public shareholders the opportunity to tender shares at the disclosed open-offer price of ₹20 each. The offer applied to up to 26% of the company’s equity share capital and was made in cash.

If the offer had received full acceptance, the acquirers’ combined holding would have reached 82.82% of the equity share capital, based on the 56.82% bought through the Share Purchase Agreement and the 26% open offer. That figure is a maximum post-offer holding assumption, not a disclosed final holding, because the information supplied does not provide the final tender acceptance level.

For investors, the key disclosed difference is the pricing: the promoters’ stake was acquired at ₹18 per share, while the open offer was made at ₹20 per share. The total potential consideration of the agreement and a fully accepted offer was approximately ₹3.24 crore. Fabino Enterprises is described in the offer material as an India-based pharmaceutical company involved in manufacturing, marketing, trading and packaging pharmaceutical and wellness-focused consumer products.

Conclusion

The transfer of 11,93,200 shares established R G Family Trust, Sameer Gupta and Sundeep Gupta as the new controlling group of Fabino Enterprises. The associated ₹1.09 crore open offer met the takeover-regulation requirement arising from the 56.82% acquisition, while the October 19 filing formally recorded the corresponding promoter-category changes.

Investors can monitor subsequent shareholding-pattern disclosures to identify the acquirers’ final holding after the offer process. The disclosed materials establish a maximum possible holding of 82.82% on full acceptance, but do not state the final number of open-offer shares tendered or accepted.