Mukta Arts Ltd

Purpose

• Approve ordinary resolution for material related party transactions with Mukta A2 Cinemas Private Limited.
• Value cap: Rs 107.69 crore for FY 2026-27.

Resolution scope

• Ordinary resolution to approve material RPT with Mukta A2 up to Rs 107.69 crore.
• RPT scope includes services, interest income, reimbursements, and CCPS conversion.

Outcome

• Outcome not disclosed in this notice.

Shareholder impact

• RPT threshold exceeds materiality; potential dilution on CCPS conversion.
• Post-conversion cap-table shifts; promoter 58%, investor 29% (example).

Capital action terms

• Unsecured loan Rs 100,15,44,000 converted into 100,15,440 CCPS.
• CCPS: face value Rs 10, premium Rs 90.
• Term: 20 years; dividend 0.001% p.a.
• Conversion triggers: External Investor or expiry; price basis.
• Voting rights: CCPS holders have no voting rights.
• Buy-back right: company may buy back CCPS with investor consent.
• Transfer restrictions: with investor consent; deed of adherence.

Related party details

• Counterparty: Mukta A2 Cinemas Private Limited; subsidiary of Mukta Arts.
• Nature: sale of services, interest income, reimbursements, loan conversion.
• Promoters/related parties abstain from voting per policy.
• Aggregate RPT value for FY2026-27 exceeds material threshold.

Process and dates

• Remote e-voting: 19 Oct 2026 to 17 Nov 2026.
• Scrutinizer: M/s KDA & Associates; NSDL platform.
• Cut-off date: 12 Oct 2026.
• Result to be announced within timelines.

Mukta Arts Ltd trading window closed from 1st October, 2026 till the expiry of 48 hours after the declaration of Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter and half year ended 30th September, 2026

Parties to the agreement

• Mukta Arts Limited; Mukta A2 Cinemas Private Limited; Rajiv Malhotra; Sunil Shamrao Patil are the parties.

Purpose and structure

• Purpose: raise investment in Mukta A2 via SSA and SHA; investor funds up to Rs 10 crore.
• Instrument: equity shares and Compulsorily Convertible Debentures issued to investor/affiliates.

Ownership and governance impact

• Mukta A2 to cease as subsidiary and become an associate of Mukta Arts.
• MA Arts’ stake in Mukta A2 diluted to about 42–49%.
• Investor/affiliates may receive equity and CCDs upto Rs 10 crore; allocation per agreement.
• Closing subject to satisfaction of conditions precedents.

Related party status

• Mukta Arts and Mukta A2 are related parties.
• Investor Sunil Patil and Rajiv Malhotra are not related to promoter group.
• Transaction is not a related party transaction; arm's length status not applicable.

Regulatory and disclosures

• Regulatory approvals: closing subject to conditions precedents under Regulation 30.
• Nominee directors: no nominee director will be appointed on Mukta Arts' Board.
• Management impact: no change to listed entity management; MA2 becomes associate.
• Annexure-A: details of counterparties and terms.

AGM Details

• AGM held on 22-09-2026 at 4:00 PM to 5:19 PM via VC/AVM.
• Record date: 15-09-2026.

Key Resolutions

• Ordinary: adopt standalone and consolidated financial statements for FY ended Mar 31, 2026.
• Ordinary: re-appoint director by rotation.
• Ordinary: approve sale/divestment of investments in material subsidiary.

Voting Results

• Resolution 1 passed with overwhelming in-favour (negligible dissent).
• Resolution 2 passed (director rotation approved).
• Resolution 3 passed (sale of investment in material subsidiary approved).

Dividend

• No dividend proposed or declared.

Director Changes

• Re-appointment of director by rotation approved.

Material Related Party Transactions

• Approval of sale/divestment of investment in material subsidiary; value not disclosed.

Terminated agreements

• Termination of Shareholders Agreement and Securities Subscription Agreement with Mukta A2 Cinemas, Rajiv Malhotra, Maverick Media.
• Effective date of termination: 22 September 2026.
• No change to information disclosed in the earlier disclosure dated 15 September 2026.

AGM Details

• AGM held on 22 September 2026 at 4:00 p.m. IST via VC/OCVM.

Resolutions

• Ordinary: adopt standalone and consolidated financial statements and reports.
• Ordinary: re-appoint Parvez Farooqui, who retires by rotation.
• Special: approve sale/divestment/dilution/disposal of investments in material subsidiary.

Voting Results

• All resolutions deemed passed, subject to requisite majority.

Directors / Appointments

• Parvez Farooqui to be re-appointed as director.

AGM overview

• Agenda covered FY 2025-26 performance and FY 2026-27 business outlook via AGM presentation.

Consolidated financials

• FY 2025-26 revenue from operations ₹17,391 Lacs; EBITDA ₹2,644 Lacs; net loss ₹1,180 Lacs.

Arts Production update

• Standalone EBITDA margin 49%; return to production with Maanya, Taal 2, Khalnayak 2.

Whistling Woods International

• Revenue ₹5,842 Lacs; EBITDA ₹652 Lacs; land matter nearing resolution; hearings expected shortly.

Mukta A2 Cinemas

• Revenue ₹1,324 Lacs; EBITDA ₹1,477 Lacs; net loss narrowed to ₹941 Lacs; partnership with One Cinemas.

Outlook & growth initiatives

• FY 2026-27 outlook: growth across segments; focus on animation, OTT, live events, Bahrain turnaround.

Parties and termination

• Parties: Mukta Arts Limited; Mukta A2 Cinemas Private Limited; Maverick Media Private Limited; Mr Rajiv Malhotra.
• Termination of Binding Term Sheet, SSA, and SHA due to unresolvable differences; consent terms dated 15 Sep 2026.
• Impact: No material adverse impact on operations, revenue, or business.
• Related party status: Not disclosed; Annexure A shows NA for related party details.
• Regulatory/other disclosures: Not specified as required.

Annual Report web link to non-email members

• Intimation under SEBI LODR; Annual Report web link dispatched to members without registered email; website updated.