Mukta Arts Ltd

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.

Financial snapshot

• Consolidated revenue from operations: Rs 1,739.1 million.
• Consolidated EBITDA: Rs 264.4 million with 15% margin.
• Net loss after tax: Rs 118.0 million.
• EBITDA margin rose to 15% from 10%.
• EPS (Consolidated, Basic): Rs -5.24.
• Dividend declared for FY2025-26: Nil.

Operational performance by entity

• WWI revenue grew 7% to Rs 584.2 million.
• MA2 revenue up 18%; EBITDA to Rs 147.7 million.
• Bahrain operation EBITDA positive at Rs 10.1 million.
• Standalone revenue declined to Rs 148.2 million due to base effect.
• Standalone EBITDA margin 49%.

Dividends & capital returns

• Dividend declared for FY2025-26: Nil.
• No change in share capital during the year.
• No equity issues or buybacks announced.

Capital structure & liquidity

• Consolidated total assets: Rs 2,432.8 million.
• Consolidated net worth: Rs (546.2) million.
• Consolidated net debt: Rs 625.3 million; debt-to-equity negative.
• Consolidated segment revenue: Rs 1,870.5 million.
• Net debt to equity and liquidity metrics reflect negative equity.

Governance & board changes

• Madhumati Lele appointed Independent Director on 28 May 2025.
• Rajendra Doshi appointed Independent Director on 12 Aug 2025.
• Paulomi Dhawan ceased Independent Director on 27 Sep 2025.
• Pratiksha Panchal appointed Company Secretary on 3 Jun 2025.

Audit outcomes & risks

• Standalone audit reports include a qualified opinion due to WWIL JVA issues.
• Going concern risk noted for WWIL and MA2; management remains confident.
• Bombay High Court land matter awaiting final hearing; material uncertainty noted.

AGM & corporate actions

• 44th AGM scheduled for 22 Sep 2026 via VC/OAVM.
• Annual Report 2025-26 available on company site and exchanges.
• Postal ballot approved Madhumati Lele's appointment as Independent Director (5-year term).
• Remote e-voting: Sep 18–21, 2026; cut-off date 15 Sep 2026.