Nature of the Event

This is a regulatory disclosure pursuant to Regulation 30 read with Part A of Schedule III to the SEBI LODR Regulations, 2015. The company has reported a complete overhaul of its board of directors and key managerial personnel following a change in management and control.

Key Quantitative Figures and Dates

  • Meeting Date: The Board of Directors meeting was held on Friday, 9th October 2026, commencing at 1:30 PM and concluding at 3:45 PM.
  • Remuneration: The newly appointed Managing Director, Ms. Vidya Pishe, is to receive a remuneration of ₹9,60,000 per annum (all-inclusive). Remuneration for other executive directors is to be decided by the Board.
  • Effective Date of Cessation: The resignations of all outgoing directors and the CFO became effective at the close of business hours on 9th October 2026.
  • Term of New Appointments: The new Managing Director and Independent Directors are proposed for a term of 5 consecutive years, from 9th October 2026 to 8th October 2031, subject to members' approval by special resolution.

Parties Involved

  • Regulator: The disclosure is made to BSE Limited and is governed by SEBI LODR Regulations and SEBI SAST Regulations.
  • Acquirer: The change in management is a result of a successful open offer process conducted by M/s Skybridge Interactive LLP ("the Acquirer") under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
  • Outgoing Personnel:
  • Mr. Nikhil G. Tanwani (DIN: 01995127) - Chairman & Managing Director
  • Mrs. Malavika A. Acharya (DIN: 07007469) - Non-Executive & Non-Independent Director
  • Mr. Hemraj Chheda (DIN: 00113766) - Independent Director
  • Mr. Shekhar Mennon (DIN: 02262964) - Independent Director
  • Mr. Ajay D. Acharya - Chief Financial Officer (KMP)
  • Incoming Directors:
  • Ms. Vidya Pishe - Managing Director (DIN not provided in annexure)
  • Mr. Chandresh Dutt Upadhyay (DIN: 01140078) - Executive Independent Director and Chairman of the Board
  • Mr. Eknath Bade - Non-Independent Non-Executive Director (DIN not provided in annexure)
  • Ms. Neeru Saini (DIN: 03617003) - Non-Executive Independent Director
  • Mr. Hardeep Darshan Singh Sangha - Executive-Non-Independent Director (DIN not provided in annexure)

Purpose and Rationale

The stated reason for all resignations and new appointments is the change in management and control of the company consequent upon the successful completion of an open offer by M/s Skybridge Interactive LLP under the SEBI SAST Regulations. All resigning individuals confirmed in their letters that there are no other material reasons for their resignation.

Financial and Operational Impact

The disclosure confirms that all financial accounts, tax filings, and regulatory submissions were up to date as of the CFO's resignation date. The outgoing CFO confirmed no material adverse financial matters were unreported. The financial impact of the new managerial remuneration is quantified only for the Managing Director.

Capital Structure Impact

None disclosed. All newly appointed directors hold nil shares in the company.

Governance and Compliance Affirmations

  • All appointed directors affirmed they are not debarred by SEBI or any other authority.
  • The outgoing Independent Directors and CFO provided compliance confirmations as required under SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2021/003 and Section 168(1) of the Companies Act, 2013, stating no outstanding dues, knowledge of fraud, or misconduct.
  • The company has undertaken to make requisite filings with the Registrar of Companies (e.g., DIR-11, DIR-12) and other regulators.

#Tags: #BabaArts #ManagementChange #SEBIDisclosure #RegulatoryCompliance #Takeover