Fabino sale cuts Jain and PAC holding from 56.82% to zero

Fabino Enterprises Limited disclosed that Aditya Mahavir Jain disposed of 11.93 lakh equity shares, or 56.82% of voting capital, through an off-market transaction on August 6, 2026, reducing the reported holding of Jain and persons acting in concert to zero. The filing was dated November 12, 2026.

How much of Fabino did Aditya Mahavir Jain sell?

Aditya Mahavir Jain sold the entire disclosed 11.93 lakh-share holding, equal to 56.82% of Fabino’s total and diluted share or voting capital. Before the August 6, 2026 disposal, the disclosure recorded 11.93 lakh shares carrying voting rights for the seller and persons acting in concert, or PACs, with no encumbrance, warrants, convertible securities or other voting-rights instruments.

The reported stake was more than half of Fabino’s 21 lakh equity shares and voting capital. The disposal was not a partial reduction because the 11.93 lakh voting shares reported before the transaction exactly matched the number reported as sold. The filing identifies the PACs as Vandana Jain, Shanta Jain, Kamal Naini Jain and Shreya Jain.

The comparison shows that Fabino’s stated share capital did not change through the transaction. Its equity share capital, total voting capital and total diluted share or voting capital were each reported at 21 lakh shares before and after the disposal, meaning the disclosed change resulted from a transfer of existing shares rather than an allotment, conversion or cancellation.

What was the method and date of Fabino’s stake sale?

The 11.93 lakh Fabino shares were sold through an off-market transaction on August 6, 2026. The Regulation 29(2) disclosure was submitted by Jain and dated November 12, 2026, and it identifies BSE Limited, where Fabino is listed under scrip code 543444, as the relevant stock exchange.

The filing does not state the sale price, transaction value or the identity of the person or entity that received the shares in the August 6 off-market transaction. It records nil shares under pledge, lien, non-disposal undertaking or other encumbrance before the disposal, as well as nil shares encumbered, invoked or released in the reported transaction.

The disclosure reports no voting rights held otherwise than through equity shares before or after August 6, 2026. It also records nil warrants, convertible securities or other instruments entitling the seller or PACs to receive voting shares. The disclosed post-sale position of zero therefore covers direct voting shares and the other specified potential routes to voting rights.

What changed in Fabino’s reported ownership disclosure?

Fabino’s disclosure shows the seller and PACs’ reported holding falling by 56.82 percentage points, from 56.82% to 0.00%, after the sale of 11.93 lakh shares. Both the total share or voting-capital percentage and diluted share or voting-capital percentage were reported as 56.82% before the transaction and 0.00% afterwards.

The disclosure form answers “No” to whether the seller belongs to the promoter or promoter group. Separately, the note on page 3 states that a promoter of Fabino had entered into a share purchase agreement, or SPA, dated April 28, 2026, covering 11.93 lakh shares, also described as 56.82% of Fabino’s equity share capital. The filing does not explain the difference between that statement and the seller-status field.

The filing is a disclosure under Regulations 29(2) and 29(3) of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011. It records the ownership movement and transaction mode, but it does not set out any change in Fabino’s board, management, operations, financing or business strategy following the August 6 transfer.

What does Fabino’s April share purchase agreement say?

Fabino’s filing says a promoter entered into an SPA dated April 28, 2026 with R. G. Family Trust, Sameer Gupta and Sundeep Gupta, identified in the note as the acquirer. The agreement covered the same 11.93 lakh equity shares, representing 56.82% of Fabino’s equity share capital, that were subsequently reported as disposed of on August 6, 2026.

The filing provides a period of just over three months between the April 28 SPA and the August 6 sale, but does not disclose the agreement’s price, conditions, completion mechanics or allocation of shares among R. G. Family Trust, Sameer Gupta and Sundeep Gupta. It also does not state whether separate regulatory disclosures, an open-offer process or corporate actions followed the agreement.

The overlap in the number of shares and percentage, 11.93 lakh and 56.82%, links the SPA note to the subsequent disposal recorded in the disclosure. Still, the source does not explicitly state that every SPA condition was fulfilled, provide a consideration amount, or describe any voting arrangement or post-transaction shareholding for the named acquirer group.

Conclusion

The November 12, 2026 filing records a complete exit from the disclosed 11.93 lakh-share position of Aditya Mahavir Jain and the named PACs. The sale removed a 56.82% voting-capital holding through an August 6 off-market transaction while Fabino’s stated share capital remained unchanged at 21 lakh shares.

The next disclosed matter to watch is whether Fabino or the named acquirers provide further information on the April 28, 2026 SPA, including its completion terms, consideration or resulting ownership. The current filing leaves those matters unresolved while reporting zero shares and zero voting rights for the seller and PACs after the transaction.