To,

The Members,

Baba Arts Limited

Your Company's Board of Directors ("the Board") is pleased to present the Twenty-Seventh Annual Report of Baba Arts Limited ("the Company"), together with the Audited Financial Statements of the Company, for the financial year ended 31st March, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof for the time being in force ("the Act"), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), this Report covers the financial results of the Company and the other developments during the financial year ended 31st March, 2026 and up to the date of the meeting of the Board held on Friday, the 9th October, 2026, at which this Report was approved.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31st March, 2026 is summarised below:

(Rs. in Lakhs)

2. DIVIDEND

With a view to strengthening the reserves of the Company, your Directors consider it prudent to plough back the profits and, accordingly, do not recommend any dividend for the financial year 2025-26.

3. REVIEW OF OPERATIONS

During the year under review, the Revenue from Operations was Rs. 1,494.75 Lakhs, as compared to Rs. 558.88 Lakhs in the previous year. The Profit Before Tax for the year was Rs. 83.64 Lakhs, as against Rs. 194.07 Lakhs in the previous year.

After providing for current tax of Rs. 19.65 Lakhs (previous year: Rs. 49.79 Lakhs), a write-back of excess provision for tax of earlier years of Rs. 1.29 Lakhs (previous year: Rs. 0.28 Lakhs) and a deferred tax credit of Rs. 0.02 Lakhs (previous year: deferred tax charge of Rs. 0.72 Lakhs), the Net Profit After Tax for the year was Rs. 65.30 Lakhs, as against Rs. 143.84 Lakhs in the previous year.

The Other Comprehensive Expense for the year was Rs. 0.96 Lakhs (previous year: Other Comprehensive Expense of Rs. 3.83 Lakhs), and the Total Comprehensive Income for the year was Rs. 64.34 Lakhs, as compared to Rs. 140.01 Lakhs in the previous year.

4. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves for the year under review. The entire profit for the year has been retained in the Statement of Profit and Loss.

5. CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY PURSUANT TO THE SHARE PURCHASE AGREEMENT, THE OPEN OFFER AND THE AMENDMENT CUM IMPLEMENTATION AGREEMENT

The erstwhile sole Promoter of the Company, Mr. Gordhan P. Tanwani ("the Seller"), entered into a Share Purchase Agreement dated 25th February, 2026 ("the SPA") with Skybridge Interactive LLP ("the Acquirer") for the sale of 3,92,00,000 equity shares of Re. 1/- each, aggregating 74.67% of the paid-up equity share capital of the Company, together with the transfer of the control and management of the Company to the Acquirer.

The execution of the SPA triggered the obligation to make an open offer under Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("the SAST Regulations"). Accordingly, the Acquirer made an Open Offer to the public shareholders of the Company for the acquisition of up to 1,32,92,000 equity shares, constituting 25.32% of the voting share capital of the Company, at an offer price of Rs. 6/- (Rupees Six only) per equity share. The Letter of Offer was issued after incorporating the comments of the Securities and Exchange Board of India, and the tendering period of the Open Offer opened on 9th June, 2026 and closed on 22nd June, 2026, in the course of which the Acquirer acquired 600 equity shares, constituting 0.001% of the paid-up equity share capital, from the public shareholders. The Committee of Independent Directors of the Company furnished its reasoned recommendation on the Open Offer to the shareholders in terms of Regulation 26(7) of the SAST Regulations.

The completion of the transaction under the SPA was deferred for some time, as the parties thereto were unable to agree upon the arrangement in respect of the contingent liability relating to the demand of service tax which is the subject matter of the appeal of the Company pending before the Customs, Excise and Service Tax Appellate Tribunal, Mumbai ("CESTAT"). The said matter has since been resolved, and the Seller, the Acquirer and the Company have entered into an Amendment cum Implementation Agreement dated 5th October, 2026 ("the Implementation Agreement"), which replaces the escrow mechanism originally contemplated under the SPA.

The transaction under the SPA is being completed in two tranches. On Tuesday, the 6th October, 2026, the Seller transferred the first tranche of 3,27,00,000 equity shares, constituting 62.29% of the paid-up equity share capital of the Company, to the Acquirer against payment of the consideration therefor. The

Acquirer has consequently acquired control over the Company and has become its Promoter, and holds, together with the 600 equity shares acquired under the Open Offer, 3,27,00,600 equity shares, constituting 62.29% of the paid-up equity share capital of the Company. The balance 65,00,000 equity shares, constituting 12.38% of the paid-up equity share capital, continue to be held by the Seller and are to be transferred to the Acquirer as the final tranche after the designated bank account referred to in the Implementation Agreement has been opened and the sum of Rs. 430.00 Lakhs has been deposited therein, whereupon the Acquirer will hold 3,92,00,600 equity shares, constituting 74.67% of the paid-up equity share capital of the Company.

Upon the transfer of the final tranche, the Seller and the other members of the erstwhile Promoter Group, namely, Mr. Rahul G. Tanwani and Mr. Pravin J. Karia, are to be reclassified from the 'Promoter and Promoter Group' category to the 'Public' category in accordance with Regulation 31A of the Listing Regulations, for which the Company will make the requisite application to BSE Limited. Until such reclassification, the Seller will continue to be disclosed in the 'Promoter and Promoter Group' category, together with the Acquirer, in the shareholding pattern filed under Regulation 31 of the Listing Regulations.

At the meeting of the Board held on Friday, the 9th October, 2026, the nominees of the Acquirer were appointed on the Board, the erstwhile Directors and the Chief Financial Officer tendered their resignations, a new Chairperson of the Board was elected, and the Committees of the Board were reconstituted, as more particularly set out in paragraphs 10 and 15 of this Report. At the same meeting, the Board, as reconstituted, noted, took on record and ratified the Implementation Agreement, and approved the execution of the Power of Attorney and the opening of the designated bank account referred to above. Mr. Naishadh H. Mankad continues to hold office as the Company Secretary and Compliance Officer of the Company.

The future business direction of the Company will be determined by the Board, as reconstituted, which is in the process of reviewing the business of the Company, as more particularly stated in the Management Discussion and Analysis Report appended as Annexure I to this Report. The requisite disclosures and intimations in respect of the aforesaid transaction have been made to BSE Limited under Regulations 30 and 30A of the Listing Regulations and under the SAST Regulations from time to time.

6. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Save and except:

(a) the transfer, on 6th October, 2026, of the first tranche of 3,27,00,000 equity shares of the Company by the Seller to the Acquirer, the consequent change in the management and control of the Company and the arrangements under the Implementation Agreement, as detailed in paragraph 5 above; (b) the deposit of Rs. 270.00 Lakhs made by the Company on 19th September, 2026, under protest and without prejudice to its rights and contentions in the appeal pending before CESTAT, towards the demand of service tax referred to in paragraph 5 above; and (c) the fact that the Company has not carried on any business activity in any of its reportable segments during the current financial year up to the date of this Report, as more particularly stated in the Management Discussion and Analysis Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company. The future business of the Company is under review by the Board, as reconstituted, as stated in paragraph 5 above, and any change in the nature of the business of the Company will be undertaken in compliance with the applicable provisions of the Act and the Listing Regulations.

8. REGISTERED OFFICE

The Registered Office of the Company is situated at B-1 & B-4, Baba House, 86, M. V. Road, Andheri (East), Mumbai 400 093, being an address within the local limits of the city of Mumbai, with effect from 17th April, 2024, and there has been no change therein up to the date of this Report.

9. 27TH ANNUAL GENERAL MEETING

Pursuant to Section 96(1) of the Act, the 27th Annual General Meeting of the Company was required to be held on or before 30th September, 2026. As the completion of the change in the management and control of the Company was delayed, the Company applied to the Registrar of Companies, Mumbai, under the second proviso to Section 96(1) of the Act for an extension of time, and the Registrar of Companies has extended the time for holding the 27th Annual General Meeting up to 15th November, 2026.

The 27th Annual General Meeting of the Company will accordingly be held on Tuesday, the 3rd November, 2026 at 11.30 a.m. (IST) through Video Conferencing / Other Audio-Visual Means, in accordance with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India in this behalf.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

10.1 Directors

Mr. Hasmukh Shah (DIN: 00150891), Independent Director, resigned from the Board with effect from 15th January, 2026. Mr. Hasmukh Shah has confirmed that there were no material reasons for his resignation other than those disclosed to the Stock Exchange. Your Board places on record its sincere appreciation for the valuable services rendered by him during his tenure as an Independent Director of the Company.

Consequent upon the change in the management and control of the Company, as detailed in paragraph 5 above, the following changes took place in the composition of the Board at its meeting held on 9th October, 2026:

(a) Mr. Eknath Ramsrushna Bade (DIN: 11523239), Mr. Hardeep Darshan Singh Sangha (DIN: 11752789) and Ms. Vidya Pishe (DIN: 11881924) were appointed as Additional Directors, and Ms. Neeru Saini (DIN: 03617003) and Mr. Chandresh Dutt Upadhyay (DIN: 01140078) were appointed as Additional Directors in the category of Independent Directors, of the Company with effect from 9th October, 2026, on the recommendation of the Nomination and Remuneration Committee; (b) upon the appointment of the said Additional Directors, Mr. Nikhil G. Tanwani (DIN: 01995127) vacated the Chair, and [Ms. Neeru Saini (DIN: 03617003) / Mr. Chandresh Dutt Upadhyay (DIN: 01140078)], Independent Director, was elected as the Chairperson of the Board; (c) Mr. Nikhil G. Tanwani resigned as the Managing Director and as a Director of the Company with effect from 9th October, 2026; and

(d) Mrs. Malavika A. Acharya (DIN: 07007469) resigned as a Director, and Mr. Hemraj Chheda (DIN: 00113766) and Mr. Shekhar Mennon (DIN: 02262964) resigned as Independent Directors, of the Company with effect from 9th October, 2026. Mr. Hemraj Chheda and Mr. Shekhar Mennon have confirmed that there were no material reasons for their resignation other than those stated in their letters of resignation, which have been disclosed to BSE Limited. Your Board places on record its sincere appreciation for the valuable services rendered by Mr. Nikhil G. Tanwani, Mrs. Malavika A. Acharya, Mr. Hemraj Chheda and Mr. Shekhar Mennon during their respective association with the Company.

Ms. Vidya Pishe (DIN: 11881924), Additional Director, was appointed by the Board as the Managing Director of the Company for a period of 5 (five) years from 9th October, 2026 up to 8th October, 2031, liable to retire by rotation, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members. Her appointment as a Director and as the Managing Director of the Company, and the remuneration payable to her, are proposed for the approval of the Members at the ensuing 27th Annual General Meeting.

Mr. Hardeep Darshan Singh Sangha (DIN: 11752789), Additional Director, was appointed by the Board as a Executive Director of the Company, liable to retire by rotation, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members. His appointment as a Director is proposed for the approval of the Members at the ensuing 27th Annual General Meeting.

Mr. Eknath Ramkrushna Bade (DIN: 11523239) holds office as an Additional Director in the category of Non-Executive, Non-Independent Director up to the date of the ensuing 27th Annual General Meeting. Your Board has recommended his appointment as a Non-Executive Director of the Company, liable to retire by rotation, for the approval of the Members at the ensuing 27th Annual General Meeting.

Ms. Neeru Saini (DIN: 03617003) and Mr. Chandresh Dutt Upadhyay (DIN: 01140078) hold office as Additional Directors in the category of Non-Executive, Independent Directors up to the date of the ensuing 27th Annual General Meeting. Your Board, on the recommendation of the Nomination and Remuneration Committee, has recommended their appointment as Independent Directors of the Company for a first term of 5 (five) consecutive years from 9th October, 2026 up to 8th October, 2031, not liable to retire by rotation, for the approval of the Members by way of Special Resolutions at the ensuing 27th Annual General Meeting, in terms of Section 149(10) of the Act and Regulations 17(1C) and 25(2A) of the Listing Regulations.

Since the entire Board of the Company has been reconstituted through the appointment of Additional Directors, no Director is liable to retire by rotation at the ensuing 27th Annual General Meeting. The particulars of the Directors seeking appointment, as required under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, are given in the Notice convening the 27th Annual General Meeting.

10.2 Key Managerial Personnel

Consequent upon the change in the management and control of the Company, Mr. Nikhil G. Tanwani ceased to be the Managing Director, and Mr. Ajay D. Acharya resigned as the Chief Financial Officer, of the Company with effect from 9th October, 2026. Your Board places on record its appreciation of the services rendered by Mr. Ajay D. Acharya.

With effect from 9th October, 2026, Ms. Vidya Pishe was appointed as the Managing Director, of the Company. Mr. Naishadh H. Mankad continues to hold office as the Company Secretary and Compliance Officer of the Company. Accordingly, as on the date of this Report, Ms. Vidya Pishe, and

31

Mr. Naishadh H. Mankad are the Key Managerial Personnel of the Company in terms of Sections 2(51) and 203 of the Act.

11. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company has received declarations from the Independent Directors who held office during the year under review, and from Ms. Neeru Saini and Mr. Chandresh Dutt Upadhyay, who were appointed as Independent Directors with effect from 9th October, 2026, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that they are independent of the management.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence. The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity thereof.

In the opinion of the Board, the Independent Directors of the Company, including the Independent Directors appointed with effect from 9th October, 2026, possess the requisite integrity, expertise and experience (including proficiency) in the fields of law, accounts and finance, and governance, and hold the highest standards of integrity.

The Independent Directors of the Company have confirmed that they have registered themselves on the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and that they have either passed, or are exempt from undertaking, the online proficiency self-assessment test conducted by the IICA within the prescribed time.

12. FAMILIARISATION PROGRAMME

The Company has put in place an induction and familiarisation programme for all its Directors, including the Independent Directors, so as to acquaint them with the nature of the industry in which the Company operates. The Directors are periodically apprised of changes effected in corporate laws, the Listing Regulations, taxation laws and other statutes applicable to the Company, with regard to their roles, rights and responsibilities as Directors of the Company. The details of the familiarisation programme for Independent Directors, in terms of Regulation 46(2)(i) of the Listing Regulations, are available on the website of the Company at https://babaartslimited.com/wp-content/uploads/2025/06/5.Familiarisation-Programme-2025.pdf. A familiarisation programme for the Independent Directors appointed with effect from 9th October, 2026 will be conducted in terms of Regulation 25(7) of the Listing Regulations, and the details thereof will be placed on the website of the Company.

13. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD

Pursuant to Regulation 17 of the Listing Regulations read with Section 134(3)(p) of the Act and the Companies (Accounts) Rules, 2014, an annual evaluation of the performance of the Board, its Committees and the individual Directors was carried out during the year under review. To facilitate the evaluation process, the Nomination & Remuneration Committee has laid down the criteria for evaluating the performance of the Executive, Non-Executive and Independent Directors through a board effectiveness survey. The survey questionnaire is designed with the objective of reviewing the functioning and effectiveness of the Board. Each Board member (other than the Director being evaluated) is requested to evaluate the effectiveness of the members of the Board on the basis of the flow of information, the decision-making of the Directors, relationships with stakeholders, the performance of

32 the Company, the strategy of the Company, and the effectiveness of the Board as a whole and of its various Committees, on a scale of one to five.

The evaluation of the Independent Directors is carried out on the basis of their role in governance, control and guidance, and more particularly their performance in the following areas:

their contribution towards monitoring the Company's corporate governance practices; their participation in formulating business strategies; and

their participation in the meetings of the Board and its Committees, and the discharge generally of their obligations and fiduciary responsibilities as Directors of the Company.

14. NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the financial year under review, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was within the limits prescribed under the Act and the Listing Regulations.

15. COMMITTEES OF THE BOARD

As at 31st March, 2026, the Board had 3 (three) Committees, namely, the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders' Relationship Committee.

Pursuant to the change in the management and control of the Company, as detailed in paragraph 5 above, the Board, at its meeting held on 9th October, 2026, reconstituted all the 3 (three) Committees as follows:

(a) Audit Committee: Ms. Neeru Saini (Independent Director), Mr. Chandresh Dutt Upadhyay (Independent Director) and Mr. Balakrishna Krishna Reddy (Non-Executive Director), with Ms. Neeru Saini as its Chairperson; (b) Nomination and Remuneration Committee: Ms. Neeru Saini (Independent Director), Mr. Chandresh Dutt Upadhyay (Independent Director) and Mr. Balakrishna Krishna Reddy (Non-Executive Director), with Mr. Chandresh Dutt Upadhyay as its Chairperson; and (c) Stakeholders' Relationship Committee: Ms. Neeru Saini (Independent Director), Mr. Chandresh Dutt Upadhyay (Independent Director) and Mr. Hardeep Darshan Singh Sangha (Whole-Time Director), with Mr. Balakrishna Krishna Reddy (Non-Executive Director) as its Chairperson. A detailed note on the composition of the Board and of its Committees, the number of meetings held and the attendance of the Directors at such meetings is provided in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on the Appointment of Directors and Remuneration is available on the website of the Company at https://babaartslimited.com/wp-content/uploads/2026/02/13.-Nomination-and-Remuneration-Policy-NHM.pdf.

The Policy on Remuneration and the other matters provided for in Section 178(3) of the Act have been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

17. RISK MANAGEMENT POLICY

The Board periodically assesses the risks in the internal and external business environment and takes the necessary steps to mitigate such risks. The Company has an adequate risk management plan in place, which is reviewed by the Board at regular intervals. In the opinion of the Board, there is no element of risk which may threaten the existence of the Company.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides adequate safeguards against the victimisation of employees who avail of the mechanism, and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Company's Whistle Blower Policy is available on the website of the Company at https://babaartslimited.com/wp-content/uploads/2026/02/6.Whistle-Blower-Policy.pdf.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

(A) Conservation of Energy

(C) Foreign Exchange Earnings and Outgo

The foreign exchange earnings during the year under review were Rs. 0.71 Lakhs (previous year: Rs. 1.51 Lakhs), and the foreign exchange outgo during the year under review was Nil (previous year: Nil).

Export Efforts: During the year under review, the Company was engaged in providing post-production services to the entertainment industry through its post-production studio, and in creating content for television and digital media, in which there is limited scope for exports. The Company has, however, earned export income by way of its share of advertisement revenue through the monetisation of content on various digital channels such as YouTube, Facebook and others.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There were no significant or material orders passed by any regulator, court or tribunal impacting the going concern status of the Company or its operations in future.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to the financial statements.

The Internal Auditors continuously monitor the efficiency of the internal controls and compliance therewith, with the objective of providing to the Audit Committee and the Board an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation's risk management, control and governance processes. This system of internal control facilitates effective compliance with Section 138 of the Act and the Listing Regulations.

During the year under review, such controls were tested and no reportable material weakness in their design or operation was observed.

22. MAINTENANCE OF COST RECORDS

The maintenance of cost records, as specified by the Central Government under Section 148(1) of the Act, is not applicable to the Company.

23. AUDITORS

23.1 Statutory Auditors

M/s. M M Nissim & Co LLP, Chartered Accountants (ICAI Firm Registration No. 107122W/W100672), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 23rd Annual General Meeting held on 20th September, 2022, to hold office up to the conclusion of the 28th Annual General Meeting of the Company.

M/s. M M Nissim & Co LLP continue to hold office as the Statutory Auditors of the Company, and there has been no change in the Statutory Auditors of the Company consequent upon the change in its management and control.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report on the financial statements of the Company for the financial year ended 31st March, 2026. Pursuant to Section 143(12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board during the year under review.

23.2 Internal Auditors

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board, at its meeting held on 9th October, 2026, on the recommendation of the Audit Committee, has appointed M/s. Jitendra Chandulal Mehta & Co., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2026-27.

The Audit Committee, in consultation with the Internal Auditors, formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

23.3 Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company, with the approval of the Board, appointed M/s. Dholakia & Associates LLP, Company Secretaries in Whole-Time Practice, to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 is appended as Annexure II to this Report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report.

Consequent upon the change in the management and control of the Company, M/s. Dholakia & Associates LLP tendered their resignation as the Secretarial Auditors of the Company with effect from 9th October, 2026. The Board, at its meeting held on 9th October, 2026, on the recommendation of the Audit Committee, appointed M/s. G. R. Gupta & Associates, Company Secretaries in Whole-Time Practice (Certificate of Practice No. 8554; Peer Review Certificate No. 6200/2024), as the Secretarial Auditors of the Company to fill the resulting casual vacancy, to hold office until the conclusion of the ensuing 27th Annual General Meeting. Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act, the Board has further recommended their appointment as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years, from the conclusion of the 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting, to conduct the secretarial audit for the financial years 2026-27 to 2030-31, for the approval of the Members at the ensuing 27th Annual General Meeting.

Annual Secretarial Compliance Report: The Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, duly signed by Mr. Nrupang B. Dholakia (ICSI Membership No. 10032), Managing Partner of M/s. Dholakia & Associates LLP, Company Secretaries in Whole-Time Practice, in compliance with Regulation 24A of the Listing Regulations, and the same has been submitted to BSE Limited.

24. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for the financial year ended 31st March, 2026 is placed on the website of the Company at https://babaartslimited.com

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has given a loan covered under Section 186 of the Act, the particulars of which are as under:

The Company has not given any guarantee, provided any security or made any investment covered under Section 186 of the Act during the year under review.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year under review were on an arm's length basis and in the ordinary course of business, and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All related party transactions are placed before the Audit Committee, and also before the Board, for approval at every quarterly meeting. The particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in Form AOC-2, which is appended as Annexure III to this Report.

Your Company has formulated a Policy on Related Party Transactions, which is available on the website of the Company at https://babaartslimited.com/wp-content/uploads/7.-POLICY-ON-RELATED-PARTY-TRANSACTIONS-NHM.pdf.

27. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company.

28. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND

ANALYSIS REPORT

A separate report on Corporate Governance, together with a certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V to the Listing Regulations, forms part of this Annual Report.

A certificate of the Managing Director and the Chief Financial Officer in terms of Regulation 17(8) of the Listing Regulations, in the format specified in Part B of Schedule II thereto, inter alia confirming the correctness of the financial statements and the cash flow statement, the adequacy of the internal control measures and the reporting of matters to the Audit Committee, is also annexed to the Corporate Governance Report.

The Management Discussion and Analysis Report, as required under Regulation 34(2)(e) of the Listing Regulations, is appended as Annexure I to this Report.

29. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company, as the Company has fewer than 10 (ten) employees. The Company is, nevertheless, committed to providing a safe and secure working environment to all its employees.

During the year under review: (a) no complaint of sexual harassment was received; (b) no complaint was pending for disposal at the beginning or at the end of the year; and (c) no case was pending for more than ninety days.

30. APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

No application was made by or against the Company, and no proceeding is pending against the Company, under the Insolvency and Bankruptcy Code, 2016.

31. DETAILS OF THE DIFFERENCE BETWEEN THE VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION WHILE TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the Company has not undertaken any one-time settlement with any bank or financial institution. Accordingly, the disclosure required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.

32. DEPOSITS

Your Company has neither invited nor accepted any deposits from the public under Sections 73 to 76 of the Act. Accordingly, the disclosures required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.

33. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there was no amount of unpaid or unclaimed dividend, or of shares in respect thereof, which was required to be transferred by the Company to the Investor Education and Protection Fund established under Section 125 of the Act.

34. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV to this Report.

35. SHARE CAPITAL

The Company has only one class of shares, namely, equity shares having a face value of Re. 1/- each. During the year under review:

(a) the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise; (b) the Company has not issued any sweat equity shares; and (c) the Company has not issued any shares under any employee stock option scheme.

36. RECONCILIATION OF SHARE CAPITAL AUDIT

As required under Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the directions issued by the Securities and Exchange Board of India, the Reconciliation of Share Capital Audit was conducted on a quarterly basis during the year under review by M/s. Dholakia & Associates LLP, Company Secretaries in Whole-Time Practice, and the audit reports were duly submitted to BSE Limited, where the equity shares of the Company are listed.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Reporting, as required under Regulation 34(2)(f) of the Listing Regulations, is applicable to the top one thousand listed entities by market capitalisation and is, accordingly, not applicable to your Company for the financial year ended 31st March, 2026.

38. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Act, the Company is sending the Annual Report through electronic mode (e-mail) to all shareholders who have registered their e-mail addresses with the Company or with the Depositories, and has initiated steps to reduce the consumption of paper. In terms of Regulation 36(1)(b) of the Listing Regulations, a letter providing the web-link, including the exact path, where the complete Annual Report is available is being sent to those shareholders whose e-mail addresses are not registered with the Company or with the Depositories.

The Annual Report is also available on the website of the Company at t https://babaartslimited.com.

39. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. Accordingly, the statement in Form AOC-1 pursuant to Section 129(3) of the Act is not applicable.

40. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such systems are adequate and operating effectively. During the financial year under review, the Company was in compliance with Secretarial Standard-1 on 'Meetings of the Board of Directors' and Secretarial Standard-2 on 'General Meetings'.

41. STATEMENT OF COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company did not employ 10 (ten) or more employees during the year under review and, as such, the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company. Your Company is, nevertheless, committed to complying with the statutory requirements concerning maternity leave, medical benefits and the other entitlements of its women employees under the Maternity Benefit Act, 1961, as and when applicable.

The details of the total number of employees as at 31st March, 2026 are as follows:

42. DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements have been prepared in accordance with the Indian Accounting Standards ("Ind AS") under the historical cost convention on an accrual basis, except for certain financial instruments which are measured at fair value, and in accordance with the provisions of the Act and the guidelines issued by the Securities and Exchange Board of India. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended. The accounting policies have been consistently applied, except where a newly issued accounting standard is initially adopted, or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

In accordance with Section 134(5) of the Act, your Board of Directors confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards, read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures therefrom; (b) such accounting policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) internal financial controls to be followed by the Company have been laid down, and such internal financial controls are adequate and were operating effectively; and (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

43. ANNEXURES TO THIS REPORT

The following Annexures form an integral part of this Report:

44. ACKNOWLEDGEMENT

The Board wishes to thank all the customers, vendors and bankers of the Company, who have extended their continuous support to the Company.

Your Directors specially thank the shareholders of the Company for having reposed their confidence in the management of the Company, and the employees and technicians of the Company at all levels for their dedicated services and for the contribution made by them towards the working of the Company.