Open Offer for 26.00% Stake in Fabino Enterprises Limited at ₹20 Per Share by R G Family Trust, Sameer Gupta and Sundeep Gupta

Fabino Enterprises Limited is the subject of a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with three acquirers — R G Family Trust, Sameer Gupta, and Sundeep Gupta — seeking to acquire up to 5,46,000 (Five Lakhs Forty Six Thousand) fully paid-up equity shares of face value ₹10/- each, constituting 26.00% of the target company's equity share capital. The offer price has been set at ₹20/- (Rupees Twenty Only) per share, payable in cash, and the tendering period runs from June 22, 2026 to July 06, 2026. The Draft Letter of Offer was filed with SEBI on May 13, 2026, by Manager to the Offer, Aryaman Financial Services Limited.

Background and Trigger for the Open Offer

The open offer has been triggered by a Share Purchase Agreement (SPA) entered into on April 28, 2026, between the acquirers and five promoter-group sellers of Fabino Enterprises Limited. Under the SPA, the acquirers agreed to acquire 11,93,200 equity shares constituting 56.82% of the equity share capital at a negotiated price of ₹18/- per share, for a total consideration of ₹2,14,77,600/- (Rupees Two Crore Fourteen Lakh Seventy Seven Thousand Six Hundred Only), payable in cash. The sellers — Aditya Mahavir Jain, Vandana Jain, Shanta Jain, Kamal Naini Jain, and Shreya Jain — all belong to the promoter group of the target company.

The following table summarises the shares being sold by each promoter-group seller under the SPA:

Selling Shareholder: Pre-Transaction Shares Pre-Transaction (%) Post-Transaction Shares Aditya Mahavir Jain 11,00,000 52.38% Nil Vandana Jain 84,000 4.00% Nil Shanta Jain 2,400 0.11% Nil Kamal Naini Jain 2,800 0.13% Nil Shreya Jain 4,000 0.19% Nil Total 11,93,200 56.82% Nil

Offer Details and Price Justification

The open offer is being made to all public shareholders (other than the acquirers and the sellers) to acquire up to 5,46,000 equity shares representing 26.00% of the equity share capital of Fabino Enterprises Limited. The total offer consideration, assuming full acceptance, amounts to ₹1,09,20,000/- (Rupees One Crore Nine Lakh & Twenty Thousand Only). The offer price of ₹20/- per share has been determined as the highest of the applicable parameters under Regulation 8(2) of the SEBI (SAST) Regulations, 2011, as detailed below:

Parameter: Value Highest Negotiated Price per share under SPA ₹18/- Volume-weighted average price paid for acquisitions in 52 weeks preceding PA Nil Highest price paid for acquisitions in 26 weeks preceding PA Nil Volume-weighted average market price for 60 trading days preceding PA (BSE) ₹15.74/- Per share value under Regulation 8(5) Not Applicable Offer Price ₹20/-

No trading was recorded on the date of the Public Announcement (April 28, 2026). The shares were last traded on April 27, 2026, with a closing and weighted average price of ₹20.31/- per share. No trading was recorded after the date of the Public Announcement up to the date of the Draft Letter of Offer.

Background of the Acquirers

The three acquirers bring distinct professional profiles to this acquisition. R G Family Trust, formed in 2024 for the benefit of Mr. Rravvi Goyal and his family, reported a capital of ₹90.00 Crore and a net worth of ₹97.91 Crore as on March 31, 2026 (provisional). Sameer Gupta, Chairman of Jakson Group with over 30 years of experience across manufacturing, renewable energy, and future energies, reported a net worth of ₹183.55 Crore as on February 28, 2026. Sundeep Gupta, Vice-Chairman of Jakson Group with over 30 years of experience, reported a net worth of ₹241.54 Crore as on February 28, 2026. Sameer Gupta and Sundeep Gupta are brothers and belong to the same family. As on the date of the Draft Letter of Offer, none of the acquirers hold any equity shares of the target company.

Financial Profile of Fabino Enterprises Limited

Fabino Enterprises Limited, incorporated in 2011 and headquartered in Sonipat, Haryana, is listed on the SME Platform of BSE Limited. The company's paid-up share capital stands at ₹2,10,00,000/- (Rupees Two Crores Ten Lakhs Only) comprising 21,00,000 equity shares of ₹10/- each. Key financial highlights from audited and unaudited statements are presented below (₹ in Lakhs):

Metric: 31-Mar-23 (Audited) 31-Mar-24 (Audited) 31-Mar-25 (Audited) 30-Sep-25 (Un-audited) Income from Operations 336.01 2,108.28 1,803.60 663.34 Total Income 338.26 2,109.33 1,832.63 690.90 Profit/(Loss) Before Tax 1.21 4.96 18.80 (18.50) Profit/(Loss) After Tax 1.08 3.58 6.11 (18.59) Net Worth 411.46 414.42 420.48 404.03 Earnings Per Share (₹) 0.05 0.17 0.29 (0.89) Book Value Per Share (₹) 19.59 19.73 20.02 19.12 Return on Net Worth (%) 0.26% 0.86% 1.45% (4.63%)

Post-Offer Shareholding and Key Timelines

Assuming full acceptance in the open offer, the acquirers will collectively hold 17,39,200 equity shares constituting 82.82% of the equity share capital of Fabino Enterprises Limited. Public shareholding will consequently fall below the 25% minimum required under SEBI (LODR) Regulations, 2015, and the acquirers have undertaken to take necessary steps to restore compliance within the stipulated timeframe.

The schedule of major activities for the open offer is as follows:

Activity: Scheduled Date Public Announcement April 28, 2026 (Tuesday) Publication of Detailed Public Statement May 06, 2026 (Wednesday) Filing of Draft Letter of Offer with SEBI May 13, 2026 (Wednesday) Last Date for a Competitive Bid May 27, 2026 (Wednesday) Receipt of SEBI Comments on Draft Letter of Offer June 04, 2026 (Thursday) Identified Date June 08, 2026 (Monday) Letter of Offer Dispatch to Shareholders June 15, 2026 (Monday) Last Day of Revision of Offer Price/Size June 19, 2026 (Friday) Date of Opening of the Offer June 22, 2026 (Monday) Date of Closing of the Offer July 06, 2026 (Monday) Date of Payment of Consideration / Rejection Communication July 20, 2026 (Monday)

The open offer is not conditional upon any minimum level of acceptance. The escrow arrangement has been established with Yes Bank Limited, with the acquirers having deposited ₹30,00,000/- (Rupees Thirty Lakh Only) in cash — exceeding the mandatory 25% escrow requirement of ₹27,30,000/-. BSE Limited is the designated stock exchange for tendering shares, with BCB Brokerage Private Limited appointed as the buying broker and Bigshare Services Private Limited serving as the Registrar to the Offer.

Fabino Enterprises Limited , a Sonipat, Haryana-based company listed on the SME Platform of BSE, is the subject of an open offer by R G Family Trust (Acquirer No. 1), Sameer Gupta (Acquirer No. 2), and Sundeep Gupta (Acquirer No. 3) to acquire 5,46,000 fully paid-up equity shares of face value ₹10 each, constituting 26.00% of the fully diluted equity share capital, at ₹20 per share. The total offer consideration aggregates to ₹109.20 Lakhs and is payable in cash. Aryaman Financial Services Limited has been appointed as the Manager to the Offer. The Detailed Public Statement (DPS) was published on May 06, 2026 in Business Standard (English and Hindi national dailies), Jagad Kranti (Hindi daily, Sonipat), and Mumbai Lakshadeep (Marathi daily, Mumbai). The tendering period for the open offer is scheduled from June 22, 2026 to July 06, 2026.

Offer Details

The open offer is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered by the acquirers' proposed acquisition of majority voting rights and control over the target company. The offer is unconditional and not subject to any minimum level of acceptance. The acquirers will acquire all equity shares validly tendered up to the offer size.

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 Face Value ₹10 per share Mode of Payment Cash Type of Offer Triggered Offer Tendering Period June 22, 2026 to July 06, 2026 Manager to the Offer Aryaman Financial Services Limited

Underlying Transaction

The acquirers entered into a Share Purchase Agreement (SPA) dated April 28, 2026 with five selling shareholders — Aditya Mahavir Jain, Vandana Jain, Shanta Jain, Kamal Naini Jain, and Shreya Jain — all belonging to the promoter group of Fabino Enterprises Limited. Under the SPA, the acquirers agreed to acquire 11,93,200 equity shares representing 56.82% of the target company at a negotiated price of ₹18 per share, aggregating to ₹214.78 Lakhs, payable in cash. The seller-wise breakdown is as follows:

Selling Shareholder Pre-Transaction Shares Pre-Transaction (%) Post-Transaction Shares Aditya Mahavir Jain 11,00,000 52.38% Nil Vandana Jain 84,000 4.00% Nil Shanta Jain 2,400 0.11% Nil Kamal Naini Jain 2,800 0.13% Nil Shreya Jain 4,000 0.19% Nil Total 11,93,200 56.82% Nil

Acquirer Details

The three acquirers bring diverse professional backgrounds and significant financial standing. R G Family Trust, formed in 2024 and based in Delhi, has Ravvi Goyal as Trustee and Mahesh Kumar as Settlor. The trust reported a capital of ₹90.00 Crore and a net worth of ₹97.91 Crore as on March 31, 2026 (provisional). Sameer Gupta, aged 59, is Chairman of the Jaskon Group with over 30 years of experience across manufacturing, renewable energy, and future energies sectors, and reported a net worth of ₹183.55 Crore as on February 28, 2026. Sundeep Gupta, aged 58, is Vice-Chairman of the Jaskon Group with over 30 years of experience and reported a net worth of ₹241.54 Crore as on February 28, 2026. Ravvi Goyal is a business associate of Sameer Gupta and Sundeep Gupta, while Sameer Gupta and Sundeep Gupta are brothers belonging to a single family. All three acquirers held nil shareholding in Fabino Enterprises prior to the transaction.

Acquirer Role Net Worth R G Family Trust Acquirer No. 1 ₹97.91 Crore (as on March 31, 2026) Sameer Gupta Acquirer No. 2 ₹183.55 Crore (as on February 28, 2026) Sundeep Gupta Acquirer No. 3 ₹241.54 Crore (as on February 28, 2026)

Shareholding Structure

Prior to the transaction, all three acquirers held nil shares in Fabino Enterprises. Following the acquisition of sale shares pursuant to the SPA, the proposed shareholding will be as detailed below. Assuming full acceptance in the open offer, the combined post-offer shareholding of the acquirers will reach 17,39,200 equity shares, constituting 82.82% of the equity share capital.

Acquirer Shares After SPA % After SPA Post-Offer Shareholding (Full Acceptance) R G Family Trust 9,54,000 45.43% — Sameer Gupta 1,20,000 5.71% — Sundeep Gupta 1,19,200 5.68% — Combined (All Acquirers) 11,93,200 56.82% 17,39,200 (82.82%)

Since the combined post-offer shareholding will exceed 75%, the acquirers have undertaken to take necessary steps to ensure compliance with minimum public shareholding requirements under the Securities Contract (Regulation) Rules, 1957 and SEBI (LODR) Regulations, 2015.

Offer Price Justification

The offer price of ₹20 per share has been determined under Regulation 8(2) of the SEBI (SAST) Regulations as the highest of the following parameters. The annualized trading turnover of Fabino Enterprises on BSE for the 12 calendar months prior to the month of Public Announcement (April 01, 2025 to March 31, 2026) was 38.14%, confirming that the shares are frequently traded.

Parameter Value Highest Negotiated Price under SPA ₹18.00 Volume-Weighted Average Price (52 weeks prior to PA) Nil Highest Price for Acquisition (26 weeks prior to PA) Nil Volume-Weighted Average Market Price (60 trading days prior to PA, BSE) ₹15.74 Per Share Value under Regulation 8(5) Not Applicable Offer Price ₹20.00

Target Company Financial Performance

Fabino Enterprises Limited was originally incorporated as "Fabino Life Sciences Private Limited" on October 27, 2011, and was subsequently renamed to its current form with a fresh certificate of incorporation issued on June 18, 2024. The company's main business involves the manufacture, trade, and processing of food and beverage products including juices, beverages, pickles, masalas, and other eatables. The authorized share capital is ₹12,00,00,000 divided into 1,20,00,000 equity shares of ₹10 each, while the issued, subscribed, and paid-up capital stands at ₹2,10,00,000 divided into 21,00,000 equity shares of ₹10 each. The key financial data based on audited consolidated financial statements is as follows (₹ in Lakhs):

Particulars 31-Mar-23 31-Mar-24 31-Mar-25 30-Sep-25 Total Revenue 338.26 2,109.33 1,832.63 690.90 Profit / (Loss) After Tax 1.08 3.58 6.11 (18.59) Earnings Per Share (₹) 0.05 0.17 0.29 (0.89) Networth / Shareholder's Fund 411.46 414.42 420.48 401.43

Financial Arrangements and Escrow

The acquirers have confirmed that the acquisition will be financed entirely through internal resources, with no borrowings from banks or financial institutions. The total funding requirement, assuming full acceptance, is ₹1,09,20,000. As required under Regulation 17(1) of the SEBI (SAST) Regulations, the acquirers were required to create an escrow equivalent to 25% of the offer consideration, amounting to ₹27,30,000. The acquirers have deposited ₹30,00,000 in cash in an escrow account with Yes Bank Limited, which exceeds the mandatory requirement. The Manager to the Offer has confirmed that firm financial arrangements are in place to fulfill the acquirers' obligations under the open offer.

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