Baba Arts promoter exits after a final 12.38% share sale

Baba Arts Limited promoter Gordhan P. Tanwani completed the off-market sale of his final 65 lakh equity shares, equal to 12.38% of voting capital, to Skybridge Interactive LLP on November 3, 2026, leaving his reported individual holding at nil under a February 25, 2026 share purchase agreement linked to a change of control.

What did Gordhan P. Tanwani sell in Baba Arts?

Gordhan P. Tanwani sold 65 lakh Baba Arts shares carrying voting rights to Skybridge Interactive LLP on November 3, 2026. The disclosure identifies this block as the final tranche under the share purchase agreement, or SPA, dated February 25, 2026, and states that it represented 12.38% of Baba Arts’ total and diluted share or voting capital.

The sale was an off-market transfer rather than a market trade on BSE Limited, where Baba Arts is listed. The filing does not disclose the sale price, aggregate consideration or the number of shares transferred in earlier SPA tranches. It therefore confirms the final 65 lakh-share disposal and its 12.38% voting-capital proportion, but not the monetary value of the transaction.

Baba Arts reported equity share capital, total voting capital and total diluted share or voting capital of Rs 5.25 crore both before and after the November 3 transfer. The unchanged Rs 5.25 crore figure shows that the disclosed event was a transfer between holders, rather than an issue, conversion or cancellation of Baba Arts securities.

Did the transaction end Tanwani’s Baba Arts shareholding?

Yes. Baba Arts reported Gordhan P. Tanwani’s post-sale holding of voting shares as nil after the November 3, 2026 transfer. The filing also records nil holdings for warrants, convertible securities, voting rights held otherwise than through shares, and encumbered shares in relation to his reported position.

The disclosure separately identifies Rahul G. Tanani as Promoter 2 and Pravin J. Karia as a person acting in concert, or PAC, with the acquirer. It shows nil shares for Rahul G. Tanani before and after the disposal, while the PAC holding shown after the sale was 8,000 shares, or 0.001% of voting capital. Tanwani’s nil holding therefore does not mean every party listed in the disclosure held no shares.

The filing contains a numerical inconsistency in its pre-disposal total line. It lists Tanwani’s holding as 65 lakh shares and the PAC holding as 8,000 shares, but prints a total of 55.08 lakh shares and 12.39%. The cover letter and detailed sale line both identify a 65 lakh-share final tranche, so the document reports Tanwani’s own sale as 65 lakh shares despite the inconsistent aggregate line.

Why was the Baba Arts sale linked to a change of control?

Baba Arts described the off-market sale as being pursuant to the February 25, 2026 SPA “in connection with change of control” under Regulations 3(1) and 4 of the Securities and Exchange Board of India, or SEBI, Substantial Acquisition of Shares and Takeovers, or SAST, Regulations, 2011. The filing thus expressly connects the November 3 transfer to a control-related acquisition process.

Regulation 29(2) of the SEBI SAST Regulations is the basis for Tanwani’s disclosure, which was addressed to BSE Limited and copied to Baba Arts. The document identifies Tanwani as an existing promoter and Skybridge Interactive LLP as the recipient of the final tranche. It does not state the governance rights, board changes, operational plans or commercial rationale associated with the stated change of control.

The dates in the filing span more than eight months, from the February 25, 2026 SPA to the final disposal on November 3, 2026. Baba Arts’ stated capital remained Rs 5.25 crore across the event, meaning the disclosed change concerns ownership and voting rights rather than the amount of equity capital.

What changed in Baba Arts’ disclosed ownership after the sale?

The principal disclosed change was Tanwani’s move from 65 lakh shares, or 12.38%, to nil, while Baba Arts’ stated voting capital remained Rs 5.25 crore. The entire 12.38 percentage-point decline in Tanwani’s reported voting stake resulted from the single off-market transfer completed on November 3, 2026.

The filing reports no encumbrances, no voting rights other than by shares, and no warrants or convertible instruments for Tanwani in the stated categories. This confines the disclosed change to the transfer of equity shares carrying voting rights, rather than a disposal involving pledged securities or conversion rights.

The PAC’s reported 8,000 shares after the sale represented 0.001% in the filing, compared with Tanwani’s nil holding. The document does not provide Skybridge Interactive LLP’s resulting aggregate shareholding, its acquisition price or a revised promoter and promoter-group table. Those figures cannot be determined from this final-tranche disclosure alone.

Conclusion

Baba Arts’ November 3, 2026 filing records completion of Tanwani’s final 65 lakh-share sale to Skybridge Interactive LLP, eliminating his stated 12.38% voting stake. The transaction is explicitly linked to the February 25, 2026 SPA and a change of control, while Baba Arts’ reported Rs 5.25 crore equity and voting capital remained unchanged.

The next relevant disclosure would be one setting out Skybridge Interactive LLP’s aggregate ownership, the consequences of the control-related SPA or governance changes after the final tranche. The present filing leaves the sale consideration, the acquirer’s total stake and broader implementation details unresolved.