RG Family Trust acquires 45.43% of Fabino Enterprises stake

RG Family Trust acquired 954,000 shares, equal to 45.43% of Fabino Enterprises Limited’s voting capital, through an off-market transaction dated July 30, 2026, after an April 28, 2026 share-purchase agreement, and said it would become the company’s new promoter following the acquisition.

How did RG Family Trust’s Fabino Enterprises holding change?

RG Family Trust’s holding in Fabino Enterprises rose from zero shares and 0.00% to 954,000 equity shares and 45.43% on July 30, 2026. The acquisition disclosure, submitted under Regulation 29(1) of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011, reports the same 45.43% stake against both total and diluted voting capital.

The 954,000-share holding was entirely acquired through equity shares in the July 30, 2026 transaction. Before the acquisition, RG Family Trust reported no shares carrying voting rights, no encumbered shares, no voting rights held separately from equity shares, and no warrants or convertible instruments. After the transaction, it reported no such additional instruments or encumbrances.

What agreement and transaction mechanism were disclosed?

RG Family Trust said it entered into a share purchase agreement, or SPA, with members of Fabino Enterprises’ promoter group on April 28, 2026. The SPA covered acquisition of 954,000 equity shares, representing 45.43%, and control over Fabino Enterprises; the reported share acquisition then took place on July 30, 2026.

The filing identifies the mechanism as an off-market transaction, rather than an open-market purchase, public issue, rights issue or preferential allotment. It does not name the promoter-group members involved in the April 28, 2026 SPA, state whether the shares came from one or several sellers, or disclose a per-share price or total consideration for the 954,000 shares.

The disclosure links the July 30, 2026 transfer to the April 28, 2026 SPA, but gives no further terms of the agreement. In particular, the document does not describe any contractual voting rights, board nomination rights, financing arrangements or operating commitments connected with its statement that the SPA included control over Fabino Enterprises.

Did Fabino Enterprises’ share capital change in the transaction?

No, Fabino Enterprises reported equity share capital and total voting capital of 2,100,000 equity shares both before and after the July 30, 2026 acquisition. Its total diluted share and voting capital after the transaction was also stated as 2,100,000 equity shares, indicating that the reported event was a transfer of existing shares rather than a new issue.

RG Family Trust’s 954,000 shares therefore represented 45.43% of the fixed 2,100,000-share capital base on both ordinary and diluted measures. The filing reports no warrants, convertible securities or other instruments held by the trust before or after July 30, 2026, which is consistent with the identical 45.43% figures for total and diluted voting capital.

The unchanged 2,100,000-share capital distinguishes the disclosure from a preferential allotment or rights issue, both of which could involve an increase in the company’s share count. The July 30, 2026 filing instead records an off-market transfer and does not report any concurrent allotment, cancellation or conversion of Fabino Enterprises shares.

Will RG Family Trust become Fabino Enterprises’ new promoter?

RG Family Trust said that after acquiring 954,000 shares, or 45.43%, it would become Fabino Enterprises’ new promoter. The November 12, 2026 disclosure also states that the trust did not belong to the promoter or promoter group before the transaction, making the proposed promoter status a change from its pre-acquisition position.

The trust used forward-looking language, stating that it “will become” the new promoter after the acquisition. The filing does not provide a separate effective date for promoter reclassification, identify any director appointments or resignations, or set out changes to management following the July 30, 2026 share transfer.

The 45.43% holding is below half of Fabino Enterprises’ stated 2,100,000-share voting capital, but the April 28, 2026 SPA is expressly described as covering control over the company. The disclosure does not explain how that control will operate, disclose the sellers’ remaining holdings, or provide the post-transaction holdings of other shareholders.

Conclusion

RG Family Trust moved from no holding to 954,000 Fabino Enterprises shares, equal to 45.43% of the company’s 2,100,000 equity shares, in an off-market transaction dated July 30, 2026. The April 28, 2026 SPA with promoter-group members covered both the shares and control, while the trust stated that it would become the new promoter.

The next matter to watch is the trust’s stated transition to promoter status after the 45.43% acquisition. The November 12, 2026 filing does not disclose an effective reclassification date, deal consideration, board-change plan or the detailed terms through which control under the SPA will operate.