Fabino Enterprises Limited Open Offer Announcement for Acquisition of 26% Stake at ₹20 Per Share

R G Family Trust, Sameer Gupta and Sundeep Gupta have announced an open offer to acquire 5,46,000 equity shares representing 26% of the equity share capital of Fabino Enterprises Limited at ₹20 per share. The offer aggregating ₹109.20 Lakhs is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Aryaman Financial Services Limited has been appointed as the Manager to the Offer.

Offer Details

The open offer targets 5,46,000 fully paid-up equity shares of face value ₹10 each, constituting 26% of the fully diluted equity share capital of the target company. The offer price of ₹20 per share is payable in cash in accordance with Regulation 9(1)(a) of the SEBI (SAST) Regulations. This is a triggered offer resulting from an underlying transaction that will result in the acquirers gaining majority voting rights and control over the company.

Parameter Details Offer Size 5,46,000 Equity Shares Percentage of Share Capital 26.00% Offer Price ₹20 per share Total Offer Consideration ₹109.20 Lakhs Mode of Payment Cash Type of Offer Triggered Offer

Underlying Transaction

The acquirers have executed a Share Purchase Agreement dated April 28, 2026 with Aditya Mahavir Jain, Vandana Jain, Shanta Jain, Kamal Naini Jain and Shreya Jain (collectively referred to as Sellers) to acquire 11,93,200 equity shares representing 56.82% of the target company for ₹214.78 Lakhs. All selling shareholders are part of the promoter group.

Transaction Details Type of Transaction Direct Acquisition Mode of Transaction Share Purchase Agreement dated April 28, 2026 Shares Acquired 11,93,200 Equity Shares Percentage 56.82% Total Consideration ₹214.78 Lakhs Mode of Payment Cash

Acquirer Details

The three acquirers include R G Family Trust (Acquirer No. 1), Sameer Gupta (Acquirer No. 2) and Sundeep Gupta (Acquirer No. 3). Following the acquisition of shares which triggered the open offer, the proposed shareholding will be 9,54,000 shares (45.43%) for R G Family Trust, 1,20,000 shares (5.71%) for Sameer Gupta and 1,19,200 shares (5.68%) for Sundeep Gupta, aggregating to 11,93,200 shares (56.82%). All acquirers had nil shareholding prior to the transaction.

Target Company Information

Fabino Enterprises Limited is listed on BSE Limited with scrip code 543444 and ISIN INE0DRT01018. The registered office is located at Jeevan Vihar Extension, Near Shubham Garden, Murthal Road, Sonipat, Haryana – 131 001. The Detailed Public Statement pursuant to this Public Announcement shall be published on or before May 06, 2026 in all editions of one English national daily, one Hindi national daily and one Hindi language daily newspaper available in Sonipat, Haryana.

Fabino enterprises Ltd. has officially communicated to BSE Limited that it does not fall under the Large Corporate category as defined by SEBI regulations, exempting it from specific disclosure requirements for the upcoming financial year.

Regulatory Disclosure Details

The company filed its initial disclosure on April 11, 2026, confirming its status regarding SEBI's Large Corporate framework. The disclosure specifically addresses the non-applicability of Chapter XII of SEBI Operational circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, along with subsequent updates and revisions.

Parameter: Details Disclosure Date: April 11, 2026 Assessment Date: March 31, 2026 Applicable Period: Financial Year 2026-27 Regulatory Framework: SEBI Circular SEBI/HO/DDHS/DDHS-RACPODI/P/CIR/2023/172 Framework Date: October 19, 2023

SEBI Large Corporate Framework

The disclosure references the revised framework as per SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPODI/P/CIR/2023/172 dated October 19, 2023. According to the company's assessment, Fabino Enterprises does not meet the applicability criteria mentioned in Clause 3.2 of the said circular as of March 31, 2026.

Company Status and Compliance

Fabino Enterprises Ltd., formerly known as Fabino Life Sciences Ltd., operates as an ISO 9001:2015 certified company. The regulatory disclosure confirms that the company is not required to file any disclosures under the Large Corporate framework for Financial Year 2026-27.

Corporate Details: Information Current Name: Fabino Enterprises Limited Former Name: Fabino Life Sciences Limited Certification: ISO 9001:2015 Managing Director: Aditya Mahavir Jain DIN: 09353344

Management Authorization

The disclosure was digitally signed and submitted by Managing Director Aditya Mahavir Jain on April 11, 2026. The communication was formally addressed to BSE Limited as part of the company's regulatory compliance obligations under Regulation 30.

This disclosure ensures transparency regarding the company's regulatory status and confirms its compliance with SEBI's disclosure requirements for entities that do not fall under the Large Corporate category framework.

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