Baba Arts: Skybridge takes control with 62.29% stake

What changed at Baba Arts

Baba Arts Limited informed exchanges about a change in management control under Regulation 30 of SEBI’s Listing Obligations and Disclosure Requirements (LODR). The disclosure follows an off-market transfer of a majority block of shares from the promoter to an acquirer. The transaction was executed on October 6, 2026, and was linked to a Share Purchase Agreement (SPA) signed earlier in the year. As a result, Skybridge Interactive LLP has assumed control and has been classified as a promoter.

The company also referred to SEBI’s Master Circular dated November 11, 2024, while making the disclosure. Separately, it submitted information under Regulation 7(1) and 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, based on Form C received from the promoter seller.

The off-market transfer and the SPA

The promoter, Mr. Gordhan P. Tanwani, transferred 3,27,00,000 equity shares of Baba Arts to M/s Skybridge Interactive LLP on October 6, 2026. The shares were transferred through an off-market transfer.

The company said this transfer was carried out pursuant to an SPA dated February 25, 2026. After the transfer, the acquirer held a controlling stake, leading to a change in control of the company.

Transaction price and value

The transfer was disclosed at a price of ₹6 per share. Based on this price, the transaction value for the transferred block was stated as ₹19.62 crore.

The company’s communication also described this as the first tranche of the off-market transfer under the SPA. The effect of the tranche, as disclosed, was immediate from the date of transfer, because it shifted control to the acquirer.

Shareholding before and after the deal

The transferred 3,27,00,000 shares represent 62.29% of Baba Arts’ paid-up equity share capital and voting capital, as disclosed by the company.

Following this transfer, Mr. Gordhan P. Tanwani’s direct holding fell to 65,00,000 shares, which the company stated is 12.38% of total share capital. The disclosure positioned this reduced holding as being retained pending further conditions under the transaction structure.

Skybridge Interactive LLP, which previously held a very small number of shares acquired via the open offer route, became the controlling shareholder after the off-market transfer. One part of the disclosure stated Skybridge earlier held 600 shares acquired under an open offer. Another disclosure stated Skybridge acquired 602 shares through an open offer tender process, with the acquisition date recorded as July 8, 2026 and the disclosure filed on July 15, 2026.

Skybridge’s promoter classification and control

Post-transfer, Skybridge Interactive LLP was stated to hold 3,27,00,600 shares (62.29%) and was classified as a Promoter due to the acquisition of control. The company indicated that the promoter status became effective from the date of transfer.

This classification matters because it changes how the controlling entity is disclosed in shareholding patterns and how future transactions are viewed under takeover and insider trading rules.

Open offer background and revised schedule

The disclosures referenced an open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Skybridge Interactive LLP revised the timeline for its open offer to acquire up to 1,32,92,000 equity shares (25.32%) at an offer price of ₹6.00 per share.

The tendering period was stated as June 08, 2026 to June 22, 2026 in one section, and June 09, 2026 to June 22, 2026 in another. The maximum consideration for the open offer, assuming full acceptance, was disclosed as ₹7.9752 crore. Payment completion was stated to be scheduled for July 07, 2026.

The open offer was linked to Skybridge’s agreement to buy a larger promoter stake. The trigger was described as the acquirer’s agreement to purchase 74.67% promoter stake for ₹23.52 crore, and separately as an agreement to sell 3,92,00,000 shares (74.68%) at ₹6 per share under the SPA.

Board meeting on October 9, 2026

Baba Arts said it has scheduled a Board of Directors meeting for October 9, 2026 to formally conclude the change in management and control. The stated agenda includes:

• Accepting resignations of existing directors and key managerial personnel
• Appointing nominees of the acquirer
• Approving the Board’s Report and Notice for the 27th AGM
• Taking note of the acquisition of the promoter’s shareholding under takeover regulations

The disclosures also referred to earlier deferrals related to completion of the SPA and the open offer process, and noted that ROC extensions were involved in moving the AGM deadline.

Market impact and what investors typically track

The disclosures establish a clear change in control through a majority stake transfer, which is a material event under LODR. For investors, the immediate, measurable inputs are the stake percentage transferred (62.29%), the price (₹6 per share), and the resulting promoter classification of the acquirer.

The upcoming board meeting matters because it is expected to operationalise the transition by resetting board and key management roles, based on the stated agenda. Separately, the open offer process and its revised dates are relevant for public shareholders deciding whether to tender shares at the stated offer price.

Key details at a glance

Open offer snapshot from disclosures

Why this disclosure matters

A transfer that results in a change in control is one of the most closely tracked corporate events because it can reshape governance, board composition, and strategic direction. In this case, the company has tied the control shift directly to the SPA and disclosed the steps being taken to implement the transition through a board meeting.

The next formal milestone, as disclosed, is the October 9, 2026 board meeting where resignations and appointments are expected to be considered, along with AGM-related approvals. Further updates, if any, are likely to be tied to completion mechanics under the SPA and the open offer process described in the filings.