Mukta Arts Ltd Directors Report

BOARDS REPORT

Dear Members,

The Board of Directors are pleased to present the Forty-third (43^rd) Annual Report on the business and operations of the Company along with the financial statements for the year ended 31^st March, 2025.

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 Boards Report is prepared based on standalone financial statements 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 31^st March, 2025 is summarised hereunder:

		(Rs. in thousands)
Particulars	F.Y. 2024 - 25	F.Y. 2023 - 24
Revenue from Operations	2,03,169.84	2,75,160.07
Other Income	1,43,832.44	1,60,009.89
Total Income	3,47,002.28	4,35,169.96
Profit/(Loss) before interest, depreciation & tax	1,73,547.15	1,97,862.68
Less: Interest	62,582.92	60,536.00
Profit/(Loss) after interest, before depreciation & tax	1,10,964.23	1,37,326.54
Less: Depreciation	22,720.50	-23,988.15
Profit/(Loss) before tax	88,243.73	1,13,338.39
Less: Current Tax	8,700.00	11,100.00
Deferred Tax Liability /(Asset)	1,571.89	-2,128.68
Taxes for earlier years	3,564.97	1,024.95
Profit/(Loss) after Tax	74,406.87	1,03,342.12
Other comprehensive income	-602.14	1,249.72
Ind AS 116 adjustments	-	-
Add: Balance brought forward	73,804.73	1,04,591.84
Less: Transfer to General Reserve	-	-
Profit/(Loss) carried forward to Balance Sheet	7,88,274.01	7,14,469.27

DISCLOSURE OF RATIOS

Particulars	F.Y. 2024 - 25	F.Y. 2023 - 24	% of Variance	Reason for variance for more than 25%
i) Debt Equity ratio - [no. of times] Total debt/ Total equity	0.30	0.32	(5)
ii) Debt service coverage ratio (‘DSCR) - [no. of times] EBITDA/(Interest expenses + Principal repayments of long term borrowings due within 12 months from the balance sheet date)	4.89	5.60	(13)
iii) Current ratio [no. of times] (Total current assets - Derivatives financial assets)/(Total current liabilities - Short term borrowings)	15.08	5.15	193	Due to decrease in income received in advance and increase in trade receivable.
iv) Trade receivables turnover ratio (times) (Sale of services/ Closing trade receivables)	0.53	1.25	(58)	Due to increase in trade receivable and decrease in sales.
v) Net profit/(loss) margin [%] Profit/(Loss) after tax/Revenue from operations	1.74	1.43	21
vi) Return on Equity Ratio [%] Profit/(Loss) after tax/Total equity	0.04	0.06	(28)	Due to decrease in profit.
vii) Return on Capital Employed Ratio [%] {Earnings before Interest & Taxes (EBIT)}/ Total Capital Employed)	0.06	0.07	(15)
viii) Trade payables turnover - [no. of times] Total expenses less depreciation/Closing Trade payables	16.46	7.73	113	Due to decrease in trade payable.

STATE OF COMPANYS AFFAIRS

The total income for the financial year 2024-25 is Rs. 3,47,002.28 thousands, as compared to Rs. 4,35,169,96 thousands for the financial year 2023-24. Profit after tax for the year is Rs. 74,406.87 thousand, as compared to ?103,342.13 thousands in financial year 2023-24. The decrease in total income and net profit after tax was due to decrease in income from sale of film rights/content production.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the year ended 31^st March, 2025, prepared in accordance with the applicable Indian Accounting Standards (Ind AS), SEBI Listing Regulations and the Act, forms part of this 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, which affect 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."

ASSOCIATE, SUBSIDIARY AND JOINT VENTURE COMPANIES

As on 31^st March, 2025 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 Limited)

Associate:

1. Greenlance Saur Urja Private Limited (through Whistling Woods International Limited)

BUSINESS OVERVIEW

Your Company completed the delivery of the daily soap "Jaanaki" which was telecast on Doordarshan and remained one of the most popular soaps on the channel. Monetisation of the Hindi Film library also continued steadily. Scripts have been finalised for a few film projects which are now ready for production. Your Company is also having steady income from rentals of its real estate.

Whistling Woods International Limited ("WWI") which is recognised as Indias premier Media, Entertainment, Communication and Creative Arts Institute, has had a highly active year. WWIs 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.

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") opening screen count of 67 screens in 24 locations, MA2 closed the year with 73 screens in 26 locations. The 16 screens under its JV with Asian Cinemas continue to perform. It has moved to a management model for 5 properties with 17 screens, located in Telangana and Gujarat. While a substantial portion of the year has had lacklustre performance of movies at the box office, some superhits stood out, like Kalki, Stree 2, Singham Again, Bhool Bhulaiya3, Pushpa 2 and Chhava. The revenues for the year under consideration were lower due to very few hit movies while others failed miserably.

Mukta A2 Multiplex WLL, Bahrain has along with operating the existing 6 screens in Juffair, Bahrain, started handling management of screens in Saudi Arabia and expect that more screens will be added to this management business. The Company has also successfully cut its operating cost in Bahrain. This has resulted in an improved financials and reduction in losses.

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 Companys 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 Companys website.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS DURING THE YEAR

1. Mr. Kewal Handa, Independent director of the Company, ceased to be a Director of the Company upon completion of his second term on on 26^th September, 2024. The Board places on record its appreciation for his contribution during his tenure.

2. Mr. Chandrashekhar Rentala (DIN: 01312412) was appointed as an Additional Non-xecutive, Independent Director of the Company w.e.f. 22^nd October, 2024 and subsequently such appointment is approved by the shareholders for a period of 5 years i.e., 22^nd October, 2024 to 21^st October, 2029 (both days inclusive) through a postal ballot dated 9^th January, 2024.

3. The Board of Directors on recommendation of NRC has appointed Mrs. Madhumati Ramchanandra Lele (DIN: 09306316) as Additional Non-Executive, Independent Director of the Company w. f. e. 28^th May 2025. The Company is in the process of availing the shareholders approval for her appointment as Independent Director.

4. On recommendation of NRC, the Board of Directors at its meeting held on 12^th August, 2025, Mr. Rajendra Kapilrai Doshi (DIN: 07499476) as a Non-Executive Independent Director of the Company for a period of 5 years commencing from 12^th August, 2025 to 11^th August, 2030, subject to the approval of the members at the ensuing AGM. A resolution seeking members approval for his appointment forms part of the accompanying Notice of ensuing AGM.

DIRECTOR RETIRE BY ROTATION

In terms of Section 152 of the Act, Mr. Subhash Ghai (DIN:00019803), being liable to retire by rotation, was re-appointed by the Members at the AGM held on 27^th September, 2024.

Further, terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Rahul Puri (DIN: 01925045) 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 Companys 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 Companys 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

The Company has the following Key Managerial Personnels:

Sr. No.	Name	Designation
1.	Mr. Subhash Ghai	Chairman, Executive Director
2.	Mr. Rahul Puri	Managing Director
3.	Mr. Prabuddha Dasgupta*	Chief Financial Officer
4.	Ms. Hemal N. Pankhania*	Company Secretary and Compliance Officer
5.	Mr. Jabir Contractor**	Chief Financial Officer
6.	Ms. Pratiksha Panchal**	Company Secretary and Compliance Officer

*Mr. Prabuddha Dasgupta resigned as Chief Financial Officer of the Company w.e.f. 13^th December, 2024 and Ms. Hemal Pankhania resigned as Company Secretary and Compliance officer of the Company w.e.f. 7^th March, 2025

**The Board upon the recommendation of the NRC approved the appointment of Mr. Jabir Contractor as Chief Financial Officer of the Company w.e.f. 12th February, 2025 and Ms. Pratiksha Panchal as Company Secretary and Compliance Officer w.e.f. 3^rd June, 2025 of the Company.

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 5 times during the financial year 2024-25. 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 Companys Code of Conduct.

ANNUAL RETURN

The Annual Return of the Company for the year ended 31^st March, 2025, is placed on the Companys website and can be accessed at https://muktaarts.com/Aboutus/annual-returns.php

AUDIT AND AUDITORS

A) Statutory Auditors

M/s. Uttam Abuwala Ghosh & Associates, Chartered Accountants (Firm Registration No. 111184W), were appointed as the Statutory Auditors of the Company at the 39^th Annual General Meeting ("AGM") of the Company held on 23^rd September, 2021 for a term of Five (5) years i.e. (second term) till the conclusion of ensuing 43^rd AGM.

Further, Board of Directors on recommendation of Audit Committee has approved the appointment of M/s G A M S & Associates LLP (LLPIN AAM-7552), Chartered Accountants in place of M/s. Uttam Abuwala Ghosh & Associates for a period of five (5) years from the conclusion of the ensuing 43^rd AGM till the conclusion of 48^th AGM of the Company. M/s G A M S & Associates LLP have confirmed their eligibility and qualification required under the Act for holding the office as the Statutory Auditor of the Company.

Auditors Report

The Companys explanation to the Auditors opinion in their Report have been detailed in the notes forming part of the Financial Statements for the year ended 31^st March, 2025 of the Company.

Apart from as mentioned above, the Auditors Report for the financial year 2024-25 does not contain any adverse reservation, qualification, remark or disclaimer, on the financial statements of the Company. Auditors Report is selfexplanatory 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.

B) 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 2024-25.

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 31^st March, 2025 is attached as Annexure IV to this Report. The audit report is self-explanatory and does not require further explanation.

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 2024-25 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 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial 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 in Notes of standalone Financial Statements for the financial year ended 31^st March, 2025.

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 arms 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 arms 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 procative 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 Companys website.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. 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.

B. Technology Absorption

The Companys research and development initiative mainly consists of ideation of new subjects for our content production 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

C. 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 the notes forming part of accounts which forms part of the Annual Report.

RISK MANAGEMENT

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 Companys 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 brief details 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 Companys 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 2024-25 are included in this Report as Annexure - VII.

BOARD EVALUATION

Pursuant to provisions of Act and Listing Regulation, the Board has carried out the annual evaluation of its all directors, chairman of the Board and Board as a Whole. A structured questionnaire was prepared after taking into consideration of various aspects of the Boards 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 satisfaction 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 report of Internal Auditors, 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 commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist during the financial year 2024-25.

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 Companys Polices and Systems. All personnel continue to have healthy, cordial and harmonious approach thereby enhancing the contributory value of the Company.

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

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

• 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 ACT, 1961

The Company confirms that during the year ended 31^st March, 2025, it has complied with all applicable provisions of the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017.

Number of employees as on the closure of financial year

Female: 7

Male: 44

Transgender: NIL

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.43,67,677 (Rupees Forty Three Lakhs Sixty seven Thousand Six Hundred and Seventy Seven Only) from Whistling Woods International Limited, Subsidiary Company during the financial year 2024-25.

Mr. Parvez Farooqui (DIN: 01925045), Non-Executive Director of the Company has received a remuneration of Rs.61,63,059 (Rupees Sixty-One Lakhs Sixty-Three Thousand Fifty-Nine Only) from Mukta A2 Cinemas Private Limited (formerly Mukta A2 Cinemas Limited), Subsidiary Company during the financial year 2024-25.

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report.

DIRECTORS 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 31^st March, 2025, the applicable accounting standards have been followed and there is 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 financial 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 financial 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.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions 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 2024-25.

• 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

Your Directors express their 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.

Your Directors also place on record, their appreciation for the contribution, commitment and dedication to your Companys 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: 12^th August, 2025

Place: Mumbai.