Fabino Enterprises: Jain group completely exits 56.82% stake

Fabino Enterprises Limited reported that Aditya Mahavir Jain and persons acting in concert sold a combined 11,93,200 shares, equal to 56.82% of voting capital, in an off-market transaction on August 6, 2026, leaving the disclosed seller-and-PAC holding at zero while its 21,00,000-share capital remained unchanged.

What did Fabino Enterprises disclose about the share sale?

Fabino Enterprises disclosed the disposal of 11,93,200 equity shares, representing 56.82% of its total share and voting capital, on August 6, 2026. The filing was submitted on November 12, 2026 under Regulation 29(2), read with Regulation 29(3), of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011.

The filing records 11,93,200 shares carrying voting rights before the transaction and the same 11,93,200 shares as sold. It therefore reports the full disposal of the seller and persons acting in concert, or PACs, holding rather than a partial sale. The stated mode was an off-market transaction, not an open-market sale or a new issue of shares.

Fabino Enterprises stated that its equity share capital and total voting capital were 21,00,000 equity shares before and after the August 6, 2026 transaction. Its total diluted share and voting capital was also 21,00,000 shares after the sale. The reported change in the group’s percentage ownership consequently resulted from a transfer of existing shares, with no disclosed change in capital.

Who was included in the Fabino Enterprises selling group?

Fabino Enterprises identified Aditya Mahavir Jain as the seller and Vandana Jain, Shanta Jain, Kamal Naini Jain and Shreya Jain as PACs. The 11,93,200-share and 56.82% figures are reported for the seller together with those four PACs, rather than as Aditya Mahavir Jain’s individual holding alone.

The statutory form marked “No” in response to whether the seller belonged to the promoter or promoter group. However, a note in the same filing states that a promoter of Fabino Enterprises entered into a share purchase agreement, or SPA, on April 28, 2026 for the sale of 11,93,200 shares. The document does not name that promoter or explain the relationship between the SPA note and the seller classification.

Before the sale, the seller and PACs reported nil shares under encumbrance, including pledges, liens and non-disposal undertakings. They also reported nil voting rights other than through equity shares and nil warrants, convertibles or other instruments carrying an entitlement to voting shares. The reported 56.82% pre-sale interest therefore consisted entirely of equity shares carrying voting rights.

How did Fabino Enterprises ownership change after August 6?

Fabino Enterprises reported that the seller and PACs moved from 11,93,200 shares and 56.82% voting power before the sale to zero shares and 0.00% afterward. The reported reduction was 11,93,200 shares, or 56.82 percentage points, under both total share or voting capital and total diluted share or voting capital.

After the transaction, the form records nil encumbered shares, nil voting rights otherwise than through equity shares, and nil warrants or convertible securities for the seller and PACs. On the reported categories, the group retained no equity-linked instrument that could entitle it to receive voting shares after August 6, 2026.

The comparison is based on the unchanged 21,00,000-share capital of Fabino Enterprises. The filing does not disclose a sale price, aggregate consideration or per-share value for the 11,93,200 shares. It also does not state how many shares each buyer received, so it establishes the seller group’s reported exit but not the financial value or buyer-wise allocation of the transfer.

What does the Fabino Enterprises SPA note and filing leave unresolved?

Fabino Enterprises said that a promoter entered into an SPA dated April 28, 2026 with R. G. Family Trust, Sameer Gupta and Sundeep Gupta, described as the acquirers, for 11,93,200 shares representing 56.82% of equity share capital. Those figures match the shares and percentage reported as sold in the August 6, 2026 off-market transaction.

The disclosed timeline places the April 28, 2026 SPA before the August 6, 2026 disposal, followed by the November 12, 2026 Regulation 29 filing. The document provides no commercial terms, completion conditions, payment details or price for the SPA. It also does not disclose the resulting individual holdings of R. G. Family Trust, Sameer Gupta and Sundeep Gupta.

Fabino Enterprises is identified in the statutory form as listed on BSE Limited with scrip code 543444. The cover letter separately refers to BSE scrip code 544373, while the detailed form uses 543444 for Fabino Enterprises. The filing offers no explanation for the difference between those two code references.

The disclosure contains no announced operational, financial, board-level or capital-raising consequence from the 56.82% transfer. With equity and diluted voting capital both stated at 21,00,000 shares after the sale, the document also does not identify a planned conversion, allotment or further share issue connected with the transaction.

Conclusion

The filing records the complete disposal of a reported 56.82% voting block in Fabino Enterprises by Aditya Mahavir Jain and four PACs. All 11,93,200 shares reported before the August 6, 2026 off-market transaction were reported as sold, reducing the group’s stated holding to zero without changing the company’s 21,00,000-share capital.

The next disclosed point to watch is any further filing that identifies the post-transaction holdings of R. G. Family Trust, Sameer Gupta and Sundeep Gupta under the April 28, 2026 SPA. The November 12, 2026 disclosure leaves the transaction price, share allocation among acquirers and SPA terms unresolved.