Baba Arts Limited promoter Gordhan P. Tanwani completed the first tranche of an off-market transfer of 3,27,00,000 equity shares to M/s. Skybridge Interactive LLP on October 6, 2026. The transaction, valued at ₹19.62 crore, reduces his direct stake significantly while granting Skybridge control of the company.

The transfer was executed pursuant to a Share Purchase Agreement dated February 25, 2026, at a price of ₹6 per share. This disclosure falls under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was submitted to BSE Limited. The equity share capital remained unchanged at ₹5,25,00,000.

Pre-transaction holdings

Before the disposal, Gordhan P. Tanwani held 3,92,00,000 equity shares carrying voting rights, representing 74.67% of the total share capital. Another promoter, Rahul G. Tanani, held no shares, while Person Acting in Concert Pravin J. Karia held 8,000 shares (0.01%). The total holding for the promoter group and PAC stood at 3,92,08,000 shares, or 74.68% of the diluted share capital.

Post-transaction holdings and control shift

Following the sale of 3,27,00,000 shares, which accounted for 62.29% of the total voting capital, Gordhan P. Tanwani’s direct holding dropped to 65,00,000 shares. This represents 12.38% of the total share capital. Including the PAC’s holding, the total post-transaction stake for the group is 65,08,000 shares, or 12.39%.

Skybridge Interactive LLP, which previously held 600 shares acquired under an Open Offer, now holds 3,27,00,600 shares (62.29%) and has been classified as a Promoter due to the acquisition of control. The balance 65,00,000 shares held by Tanwani will be transferred upon fulfillment of closing conditions.

Change of control implications

The filing explicitly notes that the off-market sale is in connection with a change of control under Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011. No encumbrances, warrants, or convertible securities were involved in this specific transfer. The reconstitution of the Board of Directors and Key Managerial Personnel will be considered by the Board at its meeting scheduled for October 9, 2026.

What the Numbers Show

The transaction price of ₹6 per share implies a valuation of ₹19.62 crore for the 62.29% stake transferred. With the promoter retaining 12.38% pending further conditions, the immediate control shift is complete, with Skybridge Interactive LLP assuming promoter status effective from the date of transfer.

Baba Arts Limited has scheduled a Board of Directors meeting for October 9, 2026, to formally conclude the change in management and control. The agenda includes accepting the resignations of existing directors and key managerial personnel, appointing nominees of the Acquirer, and approving the Board’s Report and Notice for the 27th Annual General Meeting (AGM).

This development follows the earlier deferment of AGM approvals, which was pending the completion of a major share acquisition transaction. The Board had previously cited the incomplete status of the Open Offer launched by Skybridge Interactive LLP as the reason for delaying the approval of FY26 financial documents.

Management Restructuring Agenda

The upcoming meeting aims to operationalize the transition of control pursuant to the Share Purchase Agreement (SPA) dated February 25, 2026, between Skybridge Interactive LLP (the Acquirer) and Mr. Gordhan P. Tanwani (the Promoter Seller). The specific business items to be transacted include:

1. Taking note of the acquisition of the Promoter's shareholding by the Acquirer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
2. Appointing the Acquirer's nominees as Additional Directors on the Board.
3. Accepting resignations tendered by existing Directors and Key Managerial Personnel.
4. Reconstituting Board Committees consequent upon these changes.
5. Appointing a new Managing Director and Chief Financial Officer (CFO).
6. Appointing an Internal Auditor for Financial Year 2026-27.

Regulatory Compliance and AGM Finalization

The Board will also approve the report on financials for the year ended March 31, 2026, and fix the date, time, and venue/mode for the 27th AGM. This aligns with the extension granted by the Registrar of Companies (ROC), Maharashtra, which moved the final AGM deadline from September 30, 2026, to November 15, 2026. The ROC approved an additional one month and fifteen days on September 29, 2026, under the second proviso to Section 96(1) of the Companies Act, 2013.

Key Dates and Details

The company stated that the reasons for seeking the ROC extension were detailed in the letter attached with the e-form application submitted to the ROC. No further operational or financial details regarding the delay were disclosed in the public filing beyond the dependency on the open offer completion.