BONANZA PORTFOLIO LTD.

Open Offer Details

  • Acquirer: Skybridge Interactive LLP
  • Target Company: Baba Arts Limited (CIN: L72200MH199PLC119177)
  • Offer Size: Up to 1,32,92,000 fully paid-up Equity Shares of ₹1.00 each.
  • Offer Percentage: 25.32% of the total Equity and Voting Share Capital of the Target Company.
  • Offer Price: ₹6.00 (Rupees Six) per share.
  • Regulatory Basis: The offer is a mandatory offer being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011.
  • Eligible Sellers: The offer is made to the Public Shareholders of the Target Company. The offer size is restricted to the shares held by public shareholders, representing 25.32% of the capital, though Regulation 7 requires an offer for at least 26.00%.

Key Points from the Corrigendum/Advertisement

  • Independent Directors' Committee (IDC) Opinion: The Committee of Independent Directors of the Target Company has opined that the Offer Price of ₹6 is fair and reasonable.
  • Competing Offer: There has been no competitive bid to this Offer, and it is not a competing offer.
  • Registrar to the Offer: Purva Sharegistry (India) Private Limited.
  • Tendering Procedure: The summary of the procedure for tendering shares is provided, differentiating between dematerialized and physical share holdings.

Revisions to the Letter of Offer (LOO) per SEBI Observations

The filing incorporates changes suggested by SEBI vide their Observation Letter '1/12132/2026' dated May 21, 2026. Key amendments include:

  • Withdrawal Conditions (Point 5 of LOO): The Acquirer shall not withdraw the open offer except under specific circumstances permitted by Regulation 23(1) of SEBI (SAST) Regulations, such as refusal of statutory approvals or circumstances meriting withdrawal as per SEBI's opinion.
  • Risk Factors (Part C of LOO): Added details on risks, including that the Acquirer is engaged in online skill-based gaming, which is subject to a evolving regulatory framework at central and state levels that may impact its business and, consequently, the Target Company post-acquisition.
  • Acquirer's Business (Point 4.1.2 of LOO): The Acquirer is primarily engaged in (i) designing technology-driven gaming solutions, (ii) investing in and operating digital entertainment platforms, and (iii) providing management and consultancy services for digital entertainment ecosystems.
  • Acquirer's Confirmations (Various Points in LOO): The Acquirer has confirmed that:
  • No nominee has been appointed on the Target Company's board (Point 4.2.4).
  • There is no direct/indirect linkage with the Target Company's public shareholders (Point 4.2.22).
  • There are no major contingent liabilities (Point 4.2.24).
  • There have been no mergers, demergers, spin-offs, buybacks, or preferential issues in the last three years (Point 4.2.25).
  • It intends to acquire all equity shares validly tendered (Point 3.2.19).
  • Rationale for Acquisition (Point 3.1.15 of LOO): The primary reasons for the acquisition are:
  • Long-term Strategic Investment in the media and entertainment sector.
  • Strengthening the Financial Position of the Target Company by providing working capital and funding support.
  • Management and Operational Improvement through oversight and governance support.
  • No plan to discontinue or alter the existing line of business of the Target Company.
  • Relevant Experience in online/offline skill-based gaming and entertainment.
  • Manager to the Offer Disclosures (Point 3.2.17 of LOO): Bonanza Portfolio Limited confirms:
  • It holds no equity shares in the Target Company.
  • It is not related to the Acquirer or Target Company.
  • It shall not deal in the Target Company's shares during the offer period.
  • It has received no complaints regarding the offer.
  • It has faced past adjudication orders (e.g., ₹10.00 Lakh in 2020, ₹9.00 Lakhs in 2024) and advisory letters, with which it has complied.
  • Adjudication proceedings related to merchant banking (debt) activities for April 2022-April 2024 are pending pursuant to a Show Cause Notice dated March 17, 2025.
  • Target Company Disclosures (Chapter 5 of LOO):
  • The Target Company's equity shares are trading on BSE under ESM: Stage 1 effective April 13, 2026 (Point 5.5).
  • The company is not a promoter of any other listed entity (Point 5.18).
  • There have been past instances of non-compliances/delays by the Target Company under SEBI (SAST), SEBI (LODR), and SEBI (DP) Regulations (Point 5.37).
  • Statutory Approvals: To the best of the Acquirer's knowledge, no statutory approvals are required for the Offer except those mentioned in para 7.4 of the LOO.

Revised Schedule of Activities

The schedule has been revised in compliance with SEBI's observations. The key revised dates are:

| Activity | Revised Schedule |

| Last date by which SEBI's Observations on Draft LOO received | Thursday, May 21, 2026 |

| Identified Date* | Monday, May 25, 2026 |

| Last date for dispatch of LOO to Shareholders | Tuesday, June 02, 2026 |

| Last date for publication of IDC recommendations | Friday, June 05, 2026 |

| Last date for upward revision of Offer Price/Size | Monday, June 08, 2026 |

| Date of publication of opening of Offer announcement | Monday, June 08, 2026 |

| Commencement of Tendering Period | Tuesday, June 09, 2026 |

| Closing of Tendering Period | Monday, June 22, 2026 |

| Last date for payment/refund to shareholders | Tuesday, July 07, 2026 |

*The Identified Date is for determining the names of Public Shareholders to whom the LOO is sent.

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