Baba Arts change in control: Skybridge takes 62.29% stake

Overview of the Baba Arts control change

Baba Arts Limited has disclosed a change in management control after a large off-market transfer of shares from its promoter to Skybridge Interactive LLP. The company’s filings indicate that the acquirer has obtained majority voting rights, triggering a reclassification of control under SEBI’s disclosure framework. The update comes alongside a board meeting notice where the company has lined up governance actions linked to the transition. These include changes to the board, key managerial personnel (KMP), and statutory governance documents for FY26. Separately, Baba Arts has also sought and received extensions for holding its 27th Annual General Meeting (AGM), citing the pending completion of the transaction and related open offer process.

What Baba Arts told the exchanges

In its exchange communication under Regulation 30 of SEBI’s Listing Obligations and Disclosure Requirements (LODR), Baba Arts reported that a majority block of shares has been transferred to Skybridge Interactive LLP. The company stated that the transfer was carried out pursuant to a Share Purchase Agreement (SPA). The disclosures tie the transaction to takeover-related compliance under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST). Baba Arts also indicated that a board meeting has been scheduled to formalise the resulting changes in management and control. The company has used separate filings to explain why certain AGM-related approvals were deferred earlier, linking them to the same control change process.

Off-market transfer: shares, stake and timing

Baba Arts disclosed that Skybridge Interactive LLP acquired 3,27,00,000 equity shares of the company, representing 62.28% to 62.29% of the total and paid-up share capital as cited in different parts of the disclosures. The transfer was completed via an off-market transaction on October 6, 2026. One disclosure also mentions the price of the transfer as Rs 6 per share, pursuant to the SPA. The company further noted that an additional 65,00,000 shares, representing a 12.38% stake, are to be transferred upon fulfilment of closing conditions. Following the majority transfer, the acquirer is described as having gained control and being classified as a promoter, effective from the date of transfer.

Share Purchase Agreement and takeover-regulation context

The company linked the transaction to an SPA dated February 25, 2026, between Skybridge Interactive LLP (the acquirer) and the promoter seller, Mr. Gordhan P. Tanwani. Baba Arts’ board meeting agenda explicitly references taking note of the acquisition pursuant to the SPA read with the SAST Regulations. The company’s filings also refer to an associated open offer process that is not yet fully completed, which has been cited as a reason for earlier deferments of governance documents. In practical terms, this means the company’s statutory and shareholder-facing documents are being aligned to reflect the post-transaction control position once the process is formally concluded.

Board meeting on October 9, 2026: what will be considered

Baba Arts has informed BSE that a board meeting is scheduled for October 9, 2026. The agenda includes taking note of the acquisition of the promoter’s shareholding by the acquirer under takeover regulations. It also includes appointing new directors nominated by the acquirer and accepting resignations of existing directors and KMP. The company has also listed reconstitution of board committees as an item, reflecting expected changes across audit and other governance committees. In addition, the board is expected to consider appointing a new Managing Director and a Chief Financial Officer (CFO). Another agenda item is the appointment of an internal auditor for FY 2026-27.

FY26 governance documents and the 27th AGM planning

Alongside the management transition, the October 9 board meeting agenda includes approval of the Directors’ report for the year ended March 31, 2026. The board is also expected to fix the date, time, and venue or mode for the company’s 27th AGM and approve the notice for the AGM. This is notable because the company had earlier deferred these exact approvals. Baba Arts disclosed that its board meeting on September 29, 2026 deferred approval of the Board’s Report, its annexures, and the Management Discussion and Analysis (MD&A) report for FY26, as well as the AGM notice and scheduling decision. The company attributed that deferment to the pending completion of the SPA and the open offer process.

AGM deadline extensions: multiple dates cited in disclosures

Baba Arts has also disclosed that it approached the Registrar of Companies (ROC) for more time to hold its 27th AGM. One filing notes that the company applied for a three-month extension up to December 31, 2026, from the original due date of September 30, 2026. Other updates mention shorter extensions, including a one-month extension pushing the deadline to October 29, 2026, and another update stating an extension of one month and fifteen days, moving the deadline to November 15, 2026. Across these disclosures, the company’s stated rationale remained consistent: a significant portion of the business to be placed before shareholders was linked to the pending consummation of the management and control change under the SPA and the open offer.

Promoter holding after the transaction

The disclosures identify promoter Mr. Gordhan P. Tanwani as the promoter seller in the SPA. After the transfer of 3,27,00,000 shares, the filings state that his holding reduced to 65,00,000 shares, equivalent to 12.38%. The company also stated that Skybridge Interactive LLP, post-transfer, held a controlling stake and would be treated as a promoter due to the acquisition of control. The mention of an additional 65,00,000 shares to be transferred upon closing conditions suggests that the transaction process is being completed in stages as conditions are met.

What this means for governance and disclosures

The immediate effect of a control change is that governance structures often need to be reconstituted to reflect the new controlling shareholder’s nominees and management plan. Baba Arts’ stated agenda aligns with this, covering board appointments, resignations, committee reconstitution, and senior management positions. The company’s decision to defer the FY26 Board’s Report and AGM notice earlier, and then bring them back for consideration after the majority transfer, reflects a need for the documents to match the latest control position. The filings also include a proposed shareholder approval item: seeking members’ approval by special resolution under Section 180(1)(a) of the Companies Act, 2013 to authorise the board to sell, transfer, or otherwise dispose of the company’s immovable premises.

Key facts snapshot

What to watch next

The next formal update is expected after the October 9, 2026 board meeting, which is slated to operationalise the change in management and control. Investors will also watch for the company’s finalised Directors’ report for FY26 and the confirmed schedule and notice dispatch for the 27th AGM. Any further exchange filings on the pending transfer of the balance shares and completion of closing conditions would help clarify the final shareholding position. Separately, the company’s AGM deadline will remain a key compliance milestone, especially given the different extension timelines referenced across filings. For now, the disclosures clearly place the control transition and related governance reset at the centre of Baba Arts’ near-term corporate actions calendar.