Board notes change in control after 62.29% stake transfer; appoints new Managing Director and Chairperson

Open offer completed: 3,27,00,000 shares (62.29%) transferred by promoter Mr. Gordhan P. Tanwani to Skybridge Interactive LLP, changing control.

Fri 9 Oct 2026

Shares Transferred in Open Offer

3,27,00,000 equity shares (62.29%)

Balance in Final Tranche

65,00,000 equity shares (12.38%)

New Managing Director Remuneration

Rs. 9,60,000 p.a. for 5 years from 9th October, 2026 to 8th October, 2031

Change in control noted by the board The board of Baba Arts Ltd met on Friday, 9th October, 2026 from 1.30 p.m. to 3.45 p.m. and took note of the completion of the open offer made under the SEBI (SAST) Regulations, 2011, and the transfer on 6th October, 2026 of 3,27,00,000 equity shares (62.29%) by Mr. Gordhan P. Tanwani (Promoter) to Skybridge Interactive LLP (the Acquirer). This results in a change in control of the company in favour of the Acquirer. The balance 65,00,000 equity shares (12.38%) are to be transferred as the Final Tranche in terms of the Share Purchase Agreement dated 25th February, 2026.

New Managing Director and Chairperson

• Ms. Vidya Pishe appointed as Managing Director for 5 years from 9th October, 2026 to 8th October, 2031, subject to the approval of the members. She is also an Additional Director, holding office up to the ensuing 27th AGM.
• Remuneration: Rs. 9,60,000 p.a. (all-inclusive); she is not entitled to sitting fees for attending meetings of the board or its committees.
• Mr. Chandresh Dutt Upadhyay elected Chairperson of the board in place of Mr. Nikhil G. Tanwani.

Directors appointed with effect from 9th October, 2026

• Mr. Eknath Bade — Non Independent Non-Executive Director.
• Mr. Hardeep Darshan Singh Sangha — Non Independent Executive Director.
• Ms. Neeru Saini — Independent Director for 5 consecutive years up to 8th October, 2031.
• Mr. Chandresh Dutt Upadhyay — Independent Director for 5 consecutive years up to 8th October, 2031.
• Ms. Vidya Pishe — Additional Director.

All the Additional Directors hold office up to the ensuing 27th AGM, and the appointment of the Independent Directors is subject to the approval of the members.

Resignations The board took note of the following resignations, consequent upon the change in control, with effect from the close of business hours on 9th October, 2026:

• Mr. Nikhil G. Tanwani (Managing Director and Director)
• Mrs. Malavika A. Acharya (Director)
• Mr. Hemraj Chheda and Mr. Shekhar Mennon (Independent Directors)
• Mr. Ajay D. Acharya (Chief Financial Officer)

Those who resigned confirmed there are no other material reasons for their resignation.

Committees reconstituted

• Audit Committee — Ms. Neeru Saini as Chairperson
• Nomination and Remuneration Committee — Mr. Chandresh Dutt Upadhyay as Chairperson
• Stakeholders' Relationship Committee — Mr. Hardeep Darshan Singh Sangha as Chairperson

Auditors

• Secretarial Auditor: M/s. Dholakia & Associates LLP resigned; M/s. G. R. Gupta & Associates appointed to fill the casual vacancy up to the conclusion of the 27th AGM, and recommended for a first term of 5 consecutive years from the conclusion of the 27th AGM to the conclusion of the 32nd AGM (FY 2026-27 to FY 2030-31), subject to the approval of the members.
• Internal Auditor: M/s. Jitendra Chandulal Mehta & Co. appointed for FY 2026-27, in place of M/s. SCA & Associates.

Other business

• The Board's Report, the Corporate Governance Report and the Management Discussion and Analysis Report for FY 2025-26 were approved.
• Ms. Vidya Pishe (Managing Director) and Mr. Hardeep Darshan Singh Sangha (Executive Director) authorised to determine the materiality of events or information.
• The 27th AGM will be convened on Tuesday, 3rd November, 2026 at 11.30 a.m. (IST) through VC / OAVM.

What this means for investors The controlling shareholder of the company has changed, and along with it the Managing Director, the Chairperson, the board and the Chief Financial Officer. The Managing Director's term, the independent directors' appointments and the new Secretarial Auditor are subject to the approval of the members, so the 27th AGM on 3rd November, 2026 is where shareholders vote on these items.

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