Fabino Enterprises Open Offer Seeks 26% Stake at ₹20 a Share

Fabino Enterprises Limited received a mandatory open offer for 26% of its equity capital at ₹20 per share after R G Family Trust, Sameer Gupta and Sundeep Gupta agreed to acquire 56.82% from existing promoters for ₹2.15 crore. The transaction represents a proposed change in control under SEBI takeover regulations.

Why has Fabino Enterprises received a 26% open offer?

Fabino Enterprises received the offer because the acquirers entered into a Share Purchase Agreement, or SPA, on April 28, 2026, to buy a controlling promoter stake. R G Family Trust, Sameer Gupta and Sundeep Gupta agreed to purchase 11,93,200 equity shares, representing 56.82% of the company’s paid-up equity share capital.

The agreed price for the promoter stake was ₹18 per share, with the SPA consideration aggregating ₹2.15 crore. The director’s report states that this acquisition would result in a change in the company’s control and promoters. The open offer is consequently required under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The acquirers offered to buy up to 5,46,000 equity shares, or 26% of Fabino Enterprises, in cash at ₹20 per share. At that price, the open-offer consideration works out to about ₹1.09 crore. The offer price is ₹2 per share higher than the price agreed for the controlling promoter stake.

What are the key terms of the Fabino Enterprises transaction?

The proposed acquisition combines the promoter share purchase with a public open offer, taking the total disclosed transaction value to approximately ₹3.24 crore. The SPA relates to 56.82% of the equity capital, while the open offer covers a further 26% that can be tendered by eligible shareholders.

The announced tendering period for the open offer began on June 29, 2026, and closed on July 10, 2026. The supplied disclosures do not state the number of shares tendered or acquired through the offer. Therefore, the post-offer shareholding of the acquirers cannot be determined from the available information.

How did Fabino Enterprises' ownership look before the deal?

Before the proposed control change, Fabino Enterprises had a stable shareholding pattern. Promoters held 56.82% at each reported half-yearly point from March 2022 through March 2026. Public shareholders held the remaining 43.18%, while the disclosed foreign institutional investor and domestic institutional investor holdings were both nil.

The planned promoter-stake sale covers the entire 56.82% promoter holding reported as of March 31, 2026. This explains why the SPA is described as creating a change in promoters and control rather than as a partial promoter transaction.

Fabino Enterprises’ equity shares are available in dematerialised form through National Securities Depository Limited and Central Depository Services (India) Limited. The company’s disclosures describe it as India-based and primarily engaged in trading, while another supplied company description refers to pharmaceutical and wellness-focused consumer products. No further operating details are provided with the takeover announcement.

What other corporate actions has Fabino Enterprises disclosed?

Fabino Enterprises also disclosed shareholder approval for the sale or disposal of business through the sale of shares in its subsidiary company. At its 15th Annual General Meeting, members considered the standalone and consolidated financial statements and passed the special resolution related to the subsidiary transaction.

The company stated that it planned to sell Upender Metaplast Private Limited, after which the entity would cease to be a subsidiary. A September 4, 2026 disclosure referred to approval for the sale of a subsidiary stake valued at ₹0.05 crore. The materials provided do not specify the buyer, detailed asset terms or completion status of that sale.

The annual-report material further says that the statutory auditors and secretarial auditor issued clean reports, with no qualifications affecting the company’s functioning. These governance disclosures are separate from the open offer but provide context on the company’s recent corporate actions.

How does the open offer affect Fabino Enterprises shareholders?

The open offer gives eligible shareholders an opportunity to tender shares at ₹20 each, subject to the terms of the offer and the number of shares accepted. It does not itself establish that all public shareholders will sell, since the offer is limited to 26% of the equity share capital.

For investors, the key disclosed facts are the control-transfer agreement at ₹18 per share, the public offer at ₹20 per share, and the absence of a disclosed final tendering outcome in the supplied materials. The transaction is relevant because the entire previously reported promoter holding of 56.82% was subject to the SPA.

The shift in control also places focus on future disclosures from the incoming acquirers and the company, including any updates on shareholding after the offer and the proposed subsidiary sale. The available information does not set out business targets, financial forecasts or planned operational changes following the acquisition.

Conclusion

The Fabino Enterprises transaction is a control acquisition structured through a ₹2.15 crore purchase of the 56.82% promoter stake and a mandatory ₹1.09 crore open offer for 26% of the equity at ₹20 per share. It follows the SEBI takeover framework and gives eligible shareholders a defined tender route during the announced offer period.

Investors should watch for official disclosures on shares tendered and accepted in the open offer, the resulting post-offer ownership, and the completion terms of the planned sale of Upender Metaplast Private Limited. The supplied disclosures do not state final outcomes for either process.