Baba arts Limited has announced a significant inter-se transfer of equity shares between its promoters under SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The transaction involves the transfer of 1,26,00,000 equity shares from one promoter to another through a gift arrangement.

Transaction Details

The proposed acquisition involves Gordhan P. Tanwani acquiring shares from his son Rahul G. Tanwani by way of gift. The transaction is structured as an inter-se transfer under Regulation 10(1)(a)(i) of SEBI SAST Regulations, which provides exemption from making an open offer to public shareholders.

Shareholding Impact

The transaction will significantly alter the shareholding pattern of the company's promoter group. The transfer represents a consolidation of shares within the promoter family.

Regulatory Compliance

The acquirer has made necessary declarations under SEBI SAST Regulations 2011. Key compliance aspects include:

• The transaction qualifies for exemption under Regulation 10(1)(a)(i)
• Both transferor and transferee have complied with disclosure requirements under Chapter V of Takeover Regulations during the previous 3 years
• The shares are classified as not frequently traded
• All conditions specified under Regulation 10(1)(a) regarding exemptions have been fulfilled

Rationale for Transfer

According to the disclosure, the shares are being gifted by Rahul G. Tanwani to his father Gordhan P. Tanwani out of natural love and affection. This represents a family arrangement within the promoter group rather than a commercial transaction.

The formal disclosure was submitted to BSE Limited on January 31, 2026, in compliance with regulatory requirements for substantial acquisition of shares.

Baba Arts Limited has announced the immediate resignation of Independent Director Mr. Hasmukh Shah, effective January 15, 2026. The departure follows his inability to meet mandatory regulatory requirements for independent directors, prompting immediate board restructuring.

Resignation Details and Regulatory Compliance

Mr. Hasmukh Shah (DIN 00150891) submitted his resignation letter on January 15, 2026, citing his failure to clear the mandatory Online Proficiency Self-Assessment Test for Independent Directors. This test is prescribed under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, making it a regulatory requirement for all independent directors.

The company has confirmed that no other material reasons exist for the resignation beyond the stated regulatory non-compliance. Shah also provided written confirmation that there are no additional material reasons for his departure.

Committee Restructuring

Following Shah's resignation, he automatically ceased his membership in three key board committees. The Board of Directors convened a meeting on January 15, 2026, from 4:00 PM to 4:30 PM to reconstitute the affected committees with immediate effect.

Audit Committee Composition

Nomination and Remuneration Committee

Stakeholder's Relationship Committee

Regulatory Compliance and Disclosure

The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The intimation was filed with BSE Limited, where Baba Arts Limited trades under scrip code 532380 and scrip name BABA.

Company Secretary & Compliance Officer Naishadh H. Mankad signed the regulatory filing, ensuring all required documentation was submitted to the stock exchange. The resignation letter from Mr. Shah was enclosed as Annexure "A" with the official intimation, providing complete transparency regarding the circumstances of his departure.

The reconstituted committees maintain the required composition of independent and non-independent directors, ensuring continued compliance with corporate governance norms. Mr. Hemraj Chheda and Mr. Shekhar Mennon, both Non-Executive-Independent Directors, will lead the restructured committees alongside Mrs. Malavika A. Acharya.