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Company Information

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MUKTA ARTS LTD.

16 October 2026 | 12:00

Industry >> Entertainment & Media

Select Another Company

ISIN No INE374B01019 BSE Code / NSE Code 532357 / MUKTAARTS Book Value (Rs.) -28.40 Face Value 5.00
Bookclosure 24/09/2021 52Week High 73 EPS 0.00 P/E 0.00
Market Cap. 124.92 Cr. 52Week Low 37 P/BV / Div Yield (%) -1.95 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors are pleased to present the Forty-Fourth (44th ) Annual Report on the business and operations of the
Company along with the financial statements for the year ended 31st March, 2026.

In compliance with the applicable provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), this Board's Report is prepared based on
standalone financial statement and also present the key highlights of performance of Subsidiary Companies and their
contribution to the overall performance of the Company during the year under review.

FINANCIAL RESULTS

The financial performance of the Company (Standalone) for the year ended 31st March, 2026 is summarised hereunder:

Particulars

F.Y. 2025- 26

F.Y. 2024- 25

Revenue from Operations

148.214

203.170

Other Income

165.162

143.832

Total Income

313.376

347.002

Profit/(Loss) before interest, depreciation & tax

152.548

173.547

Less: Interest

58.914

62.583

Profit/(Loss) after interest, before depreciation & tax

93.634

110.964

Less: Depreciation

25.441

22.721

Profit/(Loss) before tax

68.193

88.243

Less: Current Tax

4.700

8.700

Deferred Tax Liability /(Asset)

1.058

1.572

Taxes for earlier years

6.508

3.565

Profit/(Loss) after Tax

55.927

74.406

Other comprehensive income

0.482

-0.602

Ind AS 116 adjustments

-

-

Add: Balance brought forward

788.273

714.469

Less: Transfer to General Reserve

-

-

Profit/(Loss) carried forward to Balance Sheet

844.682

788.273

DISCLOSURE OF RATIOS

Particulars

F.Y. 2025-26

F.Y. 2024-25

% of Variance

Reason for variance for more
than 25%

Debt Equity ratio

0.28

0.30

(8.01)

-

Debt service coverage ratio

4.81

4.89

(163)

-

Current ratio

17.8

15.1

18.07

-

Trade receivables turnover ratio

0.35

0.53

(32.76)

Due to increase in trade receivable
and decrease in sales

Net profit/(loss) margin

0.72

1.74

(58.49)

Due to decrease in profit.

Return on Equity Ratio

0.03

0.04

(30.28)

Due to decrease in profit

Return on Capital Employed Ratio

0.05

0.06

(16.41)

-

Trade payables turnover

20.21

16.46

22.73

-

Return on Net worth

2.78

3.80

(26.84)

Due to decrease in Profit

STATE OF COMPANY’S AFFAIRS

The total income for the financial year 2025-26 was Rs. 313.375 million, as compared to Rs. 347.002 million for the financial
year 2024-25. Profit after tax for the year is Rs. 55.926 million, as compared to Rs. 74.406 million in financial year 2024-25.
As compared to F.Y. 2024-25, during the year, there was a decline in revenue from operations due to absence of TV Serial
named Janaki.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statement of the Company for the year ended 31st March, 2026, prepared in accordance
with the applicable Indian Accounting Standards (Ind AS), SEBI Listing Regulations and the Act, forms part of the Annual
Report.

DIVIDEND

To preserve the resources for future growth, the Company has not declared any dividend for the current year.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to General Reserves.

SHARE CAPITAL

During the year under review there is no change in share capital of the Company.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, there have been no changes in the nature of business conducted by the Company.
MATERIAL CHANGES AND COMMITMENTS

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 and the date of this Report.

ASSOCIATE, SUBSIDIARY AND JOINT VENTURE COMPANIES

As on 31st March, 2026 the Company has the following Subsidiary / Associate Companies:

Subsidiary Companies:

1. Whistling Woods International Limited

2. Connect.1 Limited

3. Mukta Telemedia Limited

4. Mukta Creative Ventures Limited

5. Mukta A2 Cinemas Private Limited (Formerly known as Mukta A2 Cinemas Limited)

6. Mukta A2 Multiplex WLL, Bahrain

7. Mukta V N Films Limited

8. Whistling Woods International Education Foundation (Wholly Owned Subsidiary of Whistling Woods International Lim¬
ited) n

BUSINESS OVERVIEW

Your Company's standalone financials show reduced revenue and profit due to small income from Company's Marathi
Film “Tu, Me ani Amaira” apart from income from old film library. No new film/serial was released this financial year. Your
Company has taken initiative to start producing animated contents initially based on Company's existing Film Library's IPR.
Your Company has tied up with one of India's foremost animation studios, Green Gold Company for first animated project.

Your Company is also entering into Live Entertainment and Stage Plays and have tied up with M/s Eva Live to look after the
entire production and management of the stage play. Your Company has also created team of experienced as well as young
persons to take the production activities further.

Whistling Woods International Limited (“WWI”) a subsidiary of your Company has achieved growth in revenue as well
as EBIDTA for this year. WWI which is recognised as India's premier Media, Entertainment, Communication and Creative
Arts Institute, has had a highly active year. WWI's roadmap of innovation has seen the inclusion of multiple technological
workflows of Virtual Production, and its associated elements like Photogrammetry, Motion Capture & Camera Tracking into
our curriculum.

The Review Petitions filed against Bombay High Court's order dated 9th February, 2012 in the Land matter are expected to
come up for final hearing soon and Your Company is hopeful of a positive result for same.

Academically, WWI has tied up with IIM (Indian Institute of Management) for two years MBA program in Media and
Entertainment. WWI also significantly expanded its global Academic Partnerships roster with several universities signed up
with in UK, Europe and Australia. WWI is also working on expanding its education activities in coming future.

Further, WWI has also commenced development of curriculum and teaching methodologies in the innovative area of
Generative AI and how / where Gen AI will play a role in the filmmaking workflows for the future.

Academically, WWI has renewed its association with the Tata Institute of Social Sciences for awarding of Degrees for all
its programs and continues down the path of mainstreaming Media & Entertainment Education. WWI has also significantly
expanded its global Academic Partnerships roster with several universities signed up with in US, Australia, Europe, UK and
South Korea. Some of these associations have also seen activity on ground with international cohorts of students visiting
WWI and WWI students travelling to these universities.

Mukta A2 Cinemas Private Limited (“MA2”) has shown substantial improvement in its operations and revenues showing
16% growth. The EBIDTA (IND AS based) has increased from Rs. 61.2 million in previous year to Rs. 147.7 million in
current year. MA2 had 73 screens in 26 locations as on 1st April, 2025. MA2 had ceased its operation at 9 screens across
4 locations, due to continued losses incurred by these properties. Even its JV with Asian Cinemas namely Asian Mukta A2
Cinemas LLP is also working on closing the loss-making properties and keep only profit making ones which will give boost
to the profits of the LLP. MA2 has also moved to a management model for certain properties located in Telangana, Andhra
and Gujarat. However, the Investor who signed Share Holding Agreement (SHA) and Share Subscription Agreement (SSA)
with MA2 failed to honour its commitment to invest in the Equity Shares as well as Redeemable Preference Shares and
hence MA2 terminated the SHA.

The Company has total of 50 operational properties widespread over the cities of Mumbai, Kalyan, Ahmedabad, Baroda,
Sangli, Bhopal, Banswara, Vizag, Bhilai, Chittorgarh, Samastipur, Behror and Bettiah.

Mukta A2 Multiplex WLL, Bahrain has however decreased revenue due to non availability of good content due to war
situation in Middle East region. Apart from operating the existing 6 screens in Juffair, Bahrain, it is also handling management
of screens in Saudi Arabia and expect that more screens will be added to this management business. The Company has
also successfully reduced its operating costs in Bahrain.

Another subsidiary of the Company, Connect.1 Limited monetises content on digital platforms.

Mukta Telemedia Limited is a subsidiary of the Company which handles production of TV-serials, management of event
shows and entertainment software.

Mukta Creative Ventures Limited is a subsidiary providing mobile based solutions with a focus on content, applications
and commerce.

The programming business of Mukta V N Films Limited is now performing steadily. As the exhibition sector returns to pre-
covid levels of business, its health also continues to improve. The number of Cinema screens that the Company services
has grown during the year.

During the year, the Board of Directors reviewed the affairs of its Subsidiary companies. Further, pursuant to provisions of
Section 129(3) of the Act, a statement containing salient features of the financial statements of the Subsidiary and Associate
Companies in Form AOC-1 is attached as
Annexure - I to this Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated audited financial
statements and related information of the Company and audited financial statements of subsidiary companies, are available
on the website of the Company.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous
and ongoing process. A detailed Report on Corporate Governance practices followed by the Company in terms of the
SEBI Listing Regulations, is attached as
Annexure - II together with a Certificate from the Secretarial Auditors confirming
compliance with the conditions of Corporate Governance are also provided separately in this Report as
Annexure - III.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of the Company is comprised of eminent people with proven competence and integrity. Besides experience,
strong financial acumen and leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparation.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies
of the Directors in the context of the Company's businesses for effective functioning. The list of key skills, expertise and core
competencies of the Board of Directors is detailed in the Corporate Governance Report.

Board Diversity

The Company acknowledges and embraces the significance of a diverse Board in achieving its goals. It believes that a
Board encompasses diverse perspective in thoughts, knowledge, skills, regional and industry experiences, cultural and
geographical backgrounds, age, ethnicity, race, and gender enhances its competitive edge. To formalize its commitment, the
Board has adopted the Board Diversity Policy as part of the NRC Policy, outlining its approach to fostering diversity among
its Directors. The policy can be accessed on the Company's website.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS DURING THE YEAR

During the year following changes in composition of Board of Directors took place:

Ý Ms. Madhumati Lele (DIN: 09306316) was appointed as an Additional Non-Executive, Independent Director of the
Company w.e.f. 28th May, 2025 and subsequently such appointment was approved by the shareholders for a period of
5 years i.e., 28th May, 2025 to 27th May, 2030 (both days inclusive) through a postal ballot dated 21st August, 2025.

Ý Mr. Rajendra Doshi (DIN: 07499476) was appointed as an Additional Non-Executive, Independent Director of the Com¬
pany w.e.f. 12th August, 2025 and subsequently his appointment was approved by the shareholders at the AGM held
on 24th September, 2025 for a period of 5 years i.e., 12th August, 2025 to 11th August, 2030 (both days inclusive).

Ý Ms. Paulomi Dhawan, (DIN: 01574580) an Independent Director of the Company, ceased to be a Director of the Com¬
pany upon completion of her second term on 27th September, 2025. The Board appreciates the contribution made by
her, during her tenure as a Director.

DIRECTOR RETIRE BY ROTATION

In terms of Section 152 of the Act, Mr. Rahul Puri (DIN: 01925045), being liable to retire by rotation, was re-appointed by the
Members at the AGM held on 24th September, 2025.

Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Parvez Farooqui (DIN:
00019853) retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board of Directors
of the Company, based on the recommendation of the NRC has recommended his appointment to the shareholders of the
Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's
Code of Conduct. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of
integrity and possess requisite expertise, proficiency and experience required to fulfil their duties as Independent Directors.

The Directors have further confirmed that they are not debarred from holding the office of the Director under any SEBI order
or any other such authority.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent
Directors and complied with the requirements of passing proficiency test, as applicable.

KEY MANAGERIAL PERSONNELS

During the year there was no change in KMP. The Company has following the Key Managerial Personnels:

Sr. No.

Name

Designation

1.

Mr. Subhash Ghai

Chairman, Executive Director

2.

Mr. Rahul Puri

Managing Director

3.

Mr. Jabir Contractor

Chief Financial Officer

4.

Ms. Pratiksha Panchal

Company Secretary and Compliance Officer

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies,
financial matters and other businesses.

Board of Directors met 4 times during the financial year 2025-26. The intervening gap between two Board Meetings did not
exceed 120 days. The detail of the meetings and the attendance of the Directors are mentioned in the Report on Corporate
Governance which forms part of the Annual Report.

COMPOSITION OF COMMITTEES OF THE BOARD

In compliance with the requirements of the Act and SEBI Listing Regulations, the Board has constituted various Board
Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee
and Corporate Social Responsibility Committee. Details of scope, constitution, terms of reference, number of meetings held
during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance
Report which is an integral part of the Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of
the Act, is available on our website at
https://muktaarts.com/Aboutus/investorsrelation/policies/Nomination%20and%20
Remuneration%20Policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Over the years, the Company has established a reputation for doing business with integrity and maintained zero tolerance
towards any form of unethical behavior. Your Company has formulated a Vigil Mechanism / Whistle Blower Policy intending
to provide a mechanism for employees to report violations.

The Policy also lays down the procedures to be followed to report violations, conducting investigations and taking disciplinary
actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to
complainants. No personnel have been denied access to the Audit Committee of the Board. The Audit Committee oversees
the functioning of this policy. Protected disclosures can be made by a whistle-blower through several channels to report
actual or suspected frauds and violation of the Company's Code of Conduct.

ANNUAL RETURN

The Annual Return of the Company for the year ended 31st March, 2026, is placed on the Company's website and can be
accessed at
https://muktaarts.com/Aboutus/annual-returns.php

AUDIT AND AUDITORSStatutory Auditors

M/s G A M S & Associates LLP (LLPIN AAM-7552), Chartered Accountants, was appointed as the Statutory Auditors of the
Company at the 43rd AGM held on 24th September, 2025 until the conclusion of 48th AGM of the Company to be held in year
2030.

Auditor’s Report

The Company's explanation to the Auditors' opinion in their Report have been detailed in the notes forming part of the
Audited Standalone Financial Statements for the year ended 31st March, 2026 of the Company.

Apart from as mentioned above, the Auditors' Report for the financial year 2025-26 does not contain any adverse reservation,
qualification, remark or disclaimer, on the financial statements of the Company. Auditors' Report is self-explanatory and
therefore, does not require further comments and explanation. The Report given by the Auditors on the financial statements
of the Company forms part of this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Act read with rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 the Company has appointed M/s. KDA & Associates, Practicing Company Secretaries, Mumbai (Unique
Identification No. P2016MH047700), as Secretarial Auditors of the Company for the financial year 2025-26 to 2029-2030.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI circulars as issued from time to time the Annual
Secretarial Compliance Report received from M/s KDA & Associates was submitted by Company to stock exchange within
stipulated time of 60 days.

The Secretarial Audit Report of the Company issued by Secretarial Auditors in Form No. MR-3 for the year ended 31st
March, 2026 is attached as
Annexure IV to this Report.

Explanation or comments on qualifications, reservations or adverse remarks in Secretarial Audit Report

M/s KDA & Associates, Company Secretaries in practice in their Audit Report for the financial year 2025-26 have made the
following observations on which the reply of the management is as below:

As pointed out by the Auditors in first point of the Secretarial Audit Report in response to which the management submit that,
it had received an email stating that the waiver application filed by the Company for the fine imposed under Regulation 17(1)
and Regulation 19 of the SEBI (LODR) Regulations, 2015 has been rejected on Friday, 12th September, 2025 at 7.50 p.m.
which is after business hours. The Company had to verify and review the information and amount which could be done only
on a business day. Accordingly, the disclosure was made on Monday, 15th September, 2025. However, the delay in filing the
intimation with the Stock Exchange was not intentional and does not reflect any misinformation about the Company.

As pointed out by the Auditors in second point of the Secretarial Audit Report in response to which the management
submit that consequent to the resignation of Ms. Paulomi Romi Dhawan (DIN:01574580), the process for identification and
appointment of a suitable Independent Director was undertaken and Mr. Rajendra Kapilrai Doshi (DIN: 07499476) was
appointed as an Additional Non- Executive Independent Director on 12th August, 2025. The Company has subsequently
complied with Regulation 24(1) of SEBI (LODR) Regulations, 2015.

As pointed out by the Auditors in third point of the Secretarial Audit Report in response to which the management submit that
the same has been fully explained and appropriately disclosed in Note no. 42 of the Standalone Audited Financial Statement
for the financial year ended 31 st March, 2026.

As pointed out by the Auditors in fourth point of the Secretarial Audit Report in response to which the management submit
that the Company had filed with SEBI a written complaint in this regard and the matter of delisting still remains pending.

Secretarial Audit Report of unlisted material subsidiaries

Pursuant to Regulation 24A(1)(a) of Listing Regulation, the Secretarial Audit report of Material Unlisted Company of listed
Company shall be annexed in Annual Report of Listed Company
.

Hence, Secretarial Audit Report of Whistling Woods International Limited and Mukta A2 Cinemas Private Limited (Formerly
Mukta A2 Cinemas Limited),
Unlisted Material Subsidiaries of the Company issued by M/s. KDA & Associates, Practicing
Company Secretaries, Mumbai (Unique Identification No. P2016MH047700), in Form No. MR-3 for the financial year 2025¬
26 is annexed as
Annexure - V to this Report.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act, the Company has appointed M/s. Garg Devendra & Associates,
Chartered Accountants, Mumbai (Firm Registration No. 130993W) to conduct the Internal Audit of the Company for the
financial year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instances of fraud committed against the Company by its
officers or employees to the Audit Committee of the Board, under Section 143(12) of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of
Directors” and “General Meetings”, respectively issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details as required under Section 186 of the Act, are given under note no. 43 of Standalone Financial Statements for the
financial year ended 3151 March, 2026.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY(IES)

All contracts, arrangements and transactions entered by the Company with related parties were in the ordinary course of
business and on arm's length basis, and with prior approval from the Audit Committee.

Further, detailed information on transactions with related parties in the ordinary course of business and on arm's length
basis during the year are disclosed in the accompanying financial statements of the Company.

TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND

In compliance with Section 124 of the Companies Act, 2013 the dividends pertaining to financial year 2018-19 which were
lying unclaimed with the Company will be transferred to the Investor Education and Protection Fund during financial year
2026-27. Hence as a proactive measure, shareholders are requested to claim their unclaimed dividend before the dividend
amount to be transferred to IEPF. The details of the shares and shareholders are available on the Company's website.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
• Energy Conservation measures taken by the Company

Company has made significant efforts to reduce energy consumption through the use of energy-efficient devices and
the procurement of energy-efficient equipment. Company prioritize purchasing computers, laptops, air conditioners,
and other devices that meet stringent environmental standards, opting for higher star ratings devices / equipment
whenever feasible.

• Technology Absorption

The Company's research and development initiative mainly consists of ideation of new subjects for our content produc¬
tion business. The expenses incurred on such initiatives are not practically quantifiable. The Company is an integrated
player in the entertainment industry and our business is such that there is limited scope for new technology absorption,
adaptation and innovation.

However, the Company is proposing to install Solar panels. Solar energy reduces the use of other energy sources that
have no longer effects on the environment.

• Foreign Exchange earnings and outgo

Particulars regarding Foreign Exchange required under the provisions of Section 134(3)(m) of the Act read with Rule 8
of the Companies (Accounts) Rules, 2014 are given in Note no. 41 of Standalone Financial statement of the Company
^ which forms part of the Annual Report.

The Company has in place Risk Management Policy, pursuant to the provisions of Section 134 of the Act. The risk management
framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize
adverse impact on business objectives and enhance the Company's competitive advantage. Major risks identified by the
business and functions are systematically addressed through mitigation actions on a periodic basis.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
as amended, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The composition of CSR
Committee are provided in the Corporate Governance Report.

The CSR Policy, recommended by the CSR Committee and approved by the Board, is available on the Company's website
at
https://muktaarts.com/Aboutus/investorsrelation/policies/Corporate-Social-Responsibilitv-Policv.pdf

The Annual Report on CSR Activities of the Company for the FY 2025-26 are included in this Report as Annexure - VI.

BOARD EVALUATION

Pursuant to provisions of Act and Listing Regulation, the Board has carried out the annual Performance evaluation of its all
Directors, Chairman of the Board and Board as a Whole. A Performance evaluation structured questionnaire was prepared
after taking into consideration of various aspects of the Board's functioning, composition of the Board and its Committees,
culture, execution and performance of specific duties, obligations and governance.

The performance evaluation process has completed during the period under review and Board has expressed their satisfac¬
tion with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material order passed by the Regulators or Courts or Tribunals that would impact the going
concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has a proper and adequate system of internal controls. These controls ensure transactions are authorised,
recorded and reported correctly and assets are safeguarded and protected against loss from unauthorised use or disposition.
In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls
within the meaning of the Act.

The internal audit is entrusted to M/s. Garg Devendra & Associates, a reputed firm of Chartered Accountants. The main
thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.

Based on the reports of Internal Auditor, departmental heads undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and the necessary corrective actions are presented to the
Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control
systems and suggests improvements to strengthen the same.

The Audit Committee and the Board are of the opinion that the Company has sound Internal Financial Control commensu¬
rate with the nature and size of its business operations and operating effectively and no material weaknesses exist during
the financial year 2025-26.

HUMAN RESOURCES

Human Resource is considered as one of the most critical resources in the business which can be continuously smoothened
to maximise the effectiveness of the Organisation. Human Resources build the Enterprise and the sense of belonging would
inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems.
All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the
Company.

The number of employees of the Company as on the closure of financial year are :

Female: 12
Male: 46
Transgender: Nil

Prevention of sexual harassment at workplace

Aligning with the guidelines prescribed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, Company has constituted Internal Complaints Committee and the composition of the said Committee
is as under:

• Ms. Saumya Dixit, Group Head - Human Resource & COO, Whistling Woods International Limited

• Ms. Nancy Gujar, Assistant Manager- Human Resource

• Mr. Prem Taparia, General Manager - Finance and Accounts

• Mr. Jabir Contractor, Chief Financial officer

• Ms. Neela Dabir, External Member

The Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 are as follows:

Number of Sexual Harassment Complaints received: Nil
Number of Sexual Harassment Complaints disposed off : Nil
Number of Sexual Harassment Complaints pending beyond 90 days : Nil
Maternity Benefit:

The Company is in compliance with the applicable provisions related to the maternity benefits as prescribed under the
Maternity Benefit Act, 1961 and/or the Code on Social Security, 2020.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of Section 197 of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and other
particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report
as
Annexure - VII

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such
information may address their email to
investorrelations@muktaarts.com

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

Mr. Subhash Ghai (DIN:00019803) Chairman, Executive Director of the Company received remuneration of Rs. 30,00,000/-
(Rupees Thirty Lakhs Only) and Mr. Rahul Puri (DIN:01925045) Managing Director of the Company received professional
fees of Rs.43,44,000 (Rupees Forty Three Lakhs Forty Four Thousand Only) from Whistling Woods International Limited,
Subsidiary Company during the financial year 2025-26.

Mr. Parvez Farooqui (DIN: 01925045), Non-Executive Director of the Company has also received a remuneration of
Rs.70,83,242 (Rupees Seventy Lakhs Eighty Three Thousand Two Hundred Forty Two Only) from Mukta A2 Cinemas
Private Limited (formerly Mukta A2 Cinemas Limited), Subsidiary Company during the financial year 2025-26.

HEALTH, SAFETY AND ENVIRONMENT

As a responsible corporate citizen, your Company lays considerable emphasis on health, safety aspects of its human
capital, operations and overall working conditions. Thus, being constantly aware of its obligation towards maintaining and
improving the environment, all possible steps are being taken to meet the toughest environmental standards on pollution,
effluents, etc. across various spheres of its business activities.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act, to the best of their knowledge and based on the information and
explanations received from the Company, Directors make the following statements that:

i) in the preparation of Annual Financial Statements for the year ended 31st March, 2026, the applicable accounting
standards have been followed and there are no material departures from the same;

ii) the Directors had selected such accounting Policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of the finan¬
cial year and of the profit of the Company for the year under review;

iii) the Directors had taken proper and sufficient care 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.

iv) that the Directors had prepared the Annual Accounts on a going concern basis;

v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal finan¬
cial controls are adequate and were operating effectively;

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Management Discussion and Analysis Report providing detailed overview of Company's performance and business opera¬
tions, as stipulated under the Regulation 34 of the Listing Regulations, forms a part of this Annual Report.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transac¬
tions on these matters during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Company do not fall under the list of top 1000 Companies based on market capitalization, hence the requirement of
furnishing Business Responsibility and Sustainability Report under Regulation 34 of SEBI Listing Regulations is not
applicable for the financial year 2025-26.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares and ESOS) to the employees of the Company under any scheme.

• Provision related to Cost auditor appointment is not applicable to the Company

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Board of Directors express its deep sense of gratitude to the Artists, Technicians, Film Distributors, Exhibitors, Bankers,
Stakeholders and Business Associates for their co-operation and support and look forward to their continued support in
future. The Board also place on record its appreciation for the contribution, commitment and dedication to your Company's
performance by the employees of the Company at all levels.

For and on behalf of the Board of Directors of
Mukta Arts Limited

Subhash Ghai
Chairman
DIN:00019803

Date: 12th August, 2026
Place: Mumbai