Baba Arts completes final 65 lakh-share control transfer

Baba Arts Limited said promoter Gordhan P. Tanwani transferred the final 65 lakh-share tranche, equal to 12.38% of its share and voting capital, to Skybridge Interactive LLP off market on 3 November 2026 under a share purchase agreement dated 25 February 2026 and linked in the filing to a change of control.

What did Baba Arts disclose about the final transfer?

Baba Arts disclosed that Gordhan P. Tanwani sold 65 lakh equity shares to Skybridge Interactive LLP on 3 November 2026. The submission describes the disposal as the final tranche under the Share Purchase Agreement, or SPA, dated 25 February 2026, and identifies the mode as an off-market sale rather than a market transaction.

The 65 lakh shares represented 12.38% of Baba Arts’ total share capital, total voting capital and total diluted share and voting capital, according to the Regulation 29(2) disclosure. The filing was made under the Securities and Exchange Board of India, or SEBI, Substantial Acquisition of Shares and Takeovers, or SAST, Regulations, 2011.

Baba Arts did not disclose the consideration paid for the 65 lakh shares, a per-share price, payment terms or the dates and quantities of any prior SPA tranches. The 3 November 2026 disclosure therefore establishes the final reported transfer from Tanwani to Skybridge Interactive LLP, but not the buyer’s aggregate purchases under the 25 February 2026 agreement.

The filing identifies Tanwani as Promoter 1 and describes him as an existing promoter. It separately identifies Rahul G. Tanani as Promoter 2 and Pravin J. Karia as a person acting in concert, or PAC, while naming Skybridge Interactive LLP as the buyer of the final 65 lakh-share block.

How did the disclosed promoter and PAC holdings change?

Baba Arts reported that Tanwani’s 65 lakh shares, representing 12.38%, fell to nil after the 3 November 2026 disposal. Rahul G. Tanani was shown with nil shares both before and after the transaction in the disclosure form.

Karia retained 8,000 shares after the sale, equal to 0.001% of Baba Arts’ share and voting capital. The disclosed holdings of the named promoters and PAC therefore moved from Tanwani’s 65 lakh shares plus Karia’s 8,000 shares before the transaction to only Karia’s 8,000 shares after it.

The pre-sale total line contains an inconsistency within the filing. Although the component entries show 65 lakh shares for Tanwani and 8,000 shares for Karia, the total line states 55.08 lakh shares and 12.39%; those component entries do not reconcile with the stated total.

The post-sale figures do reconcile within the form: the 8,000-share PAC entry matches the total line and both are shown as 0.001%. Baba Arts did not provide an explanation for the 55.08 lakh pre-sale total, so the document itself does not resolve whether that figure is a reporting error.

Did Baba Arts’ share capital change after the sale?

Baba Arts’ stated equity share capital and total voting capital remained Rs 5.25 crore before and after the 3 November 2026 sale. The filing also gives total diluted share and voting capital after the transaction as Rs 5.25 crore.

The unchanged Rs 5.25 crore figure is consistent with the filing’s description of the event as a transfer of existing equity shares from Tanwani to Skybridge Interactive LLP. The document does not report a fresh allotment, capital reduction or conversion alongside the final 65 lakh-share disposal.

Baba Arts also recorded nil shares under encumbrance before and after the reported sale. It listed nil voting rights other than through shares, and nil warrants, convertible securities or other instruments entitling the holder to receive voting shares after the transaction.

The disclosed 12.38% movement was therefore recorded entirely under equity shares carrying voting rights. The filing does not identify any separate instrument that could alter the stated 8,000-share post-sale PAC holding or the Rs 5.25 crore capital figure.

How is the sale connected to change of control?

Baba Arts stated that the off-market sale under the 25 February 2026 SPA was in connection with a change of control under Regulations 3(1) and 4 of the SEBI SAST Regulations, 2011. The form expressly attaches that description to the sale of the final 65 lakh-share tranche completed on 3 November 2026.

The filing cites the two takeover-regulation provisions but does not set out the SPA’s commercial terms or describe the broader transaction structure. It does not state Skybridge Interactive LLP’s total holding after the final tranche, despite identifying it as the buyer of the 12.38% block.

No board reconstitution, proposed director, management change or operating plan is disclosed in the four-page submission. The available disclosure is limited to Tanwani’s off-market transfer, the stated change-of-control connection, and the before-and-after holdings recorded under Regulation 29(2).

The transaction date is materially later than the SPA date: the agreement is dated 25 February 2026, while the final reported sale occurred on 3 November 2026. Baba Arts does not disclose in this filing what transfers, if any, occurred during the interval between those two dates.

What does the filing leave undisclosed?

Baba Arts leaves the value of the 65 lakh-share sale undisclosed, so the filing does not permit a calculation of transaction consideration from the reported 12.38% stake. It also does not provide the acquisition cost, financing details or any payment mechanism for Skybridge Interactive LLP.

The form does not establish Skybridge Interactive LLP’s aggregate ownership because it reports only the final 65 lakh-share purchase from Tanwani. It also does not specify whether the buyer acquired shares through earlier tranches of the 25 February 2026 SPA or through any other transaction.

The disclosure records a residual 8,000-share PAC holding after the sale but gives no plan for those shares. It similarly provides no explanation for the pre-sale total of 55.08 lakh shares, which differs from the 65 lakh Tanwani holding and 8,000 PAC holding listed above it.

Conclusion

Baba Arts completed the disclosed final SPA-linked transfer on 3 November 2026, when Tanwani sold 65 lakh shares, or 12.38%, to Skybridge Interactive LLP off market. The sale reduced Tanwani’s reported holding to nil, left the named PAC with 8,000 shares or 0.001%, and did not alter the company’s stated Rs 5.25 crore equity and voting capital.

The next point to watch is whether a subsequent disclosure addresses unresolved items in this filing: Skybridge Interactive LLP’s aggregate ownership, the consideration and terms of the 25 February 2026 SPA, and the discrepancy in the 55.08 lakh pre-sale total. The filing’s stated connection to change of control under Regulations 3(1) and 4 is the disclosed framework for any further update.