Dear Members,

The Board of Directors are delighted to present the 41^st Annual Report on the business and operations of the Company along with the summary of financial statements for the year ended 31^st March, 2023.

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 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.

The financial performance of the Company for the year ended 31^st March, 2023 is summarised hereunder:

Reasons for variance exceeding 25%

Note 1- Due to decrease in EBITDA during financial year 2022-23.

Note 2- Due to increase in current assets and decrease in current liabilities during financial year 2022-23.

Note 3- Due to decrease in sales during financial year 2022-23.

Note 4- Due to decrease in net profit during financial year 2022-23.

Note 5- Due to decrease in net profit during financial year 2022-23.

Note 6- Due to decrease in net profit during financial year 2022-23.

The calculation for above ratios (including restatement of prior year ratios, wherever necessary) is in accordance with formula prescribed by Guidance note on Schedule III issued by the Institute of Chartered Accountants of India.

Standalone Revenue from Operations for the year was Rs.1987.40 lakhs as compared to Rs.4834.29 lakhs in financial year 2021-22.

Standalone total income, comprising Revenue from Operations and Other Income, for the year was Rs.3372.09 lakhs as compared to Rs.6285.50 lakhs in financial year 2021-22.

Standalone Profit before tax for the year was 1049.28 lakhs as compared to Rs.2458.52 lakhs in financial year 2021-22 and Standalone Profit after tax for the year was Rs.842.08 lakhs as compared to Rs.2058.52 lakhs in financial year 2021-22.

Consolidated Revenue from Operations for the year was Rs.16317.85 lakhs, 23.87% higher as compared to Rs.13173.27 lakhs in financial year 2021-22.

Consolidated total income, comprising Revenue from Operations and Other Income, for the year was 17425.61 lakhs, 13.72% higher as compared to Rs.15323.07 lakhs in financial year 2021-22.

Consolidated Profit before tax was Rs.1013.17 lakhs in the financial year 2021-22 as compared to loss of Rs.1738.26 Lakhs in the current financial year. Consolidated Profit after tax was Rs.622.02 lakhs in the financial year 2021-22 as compared to loss of Rs.1875.37 lakhs in the current financial year.

The Audited Consolidated Financial Statements of the Company for the year ended 31^st March, 2023, prepared in accordance with the applicable Indian Accounting Standards (Ind AS), SEBI Listing Regulations and the Act, forms part of this Annual Report.

In order to conserve the resources for future growth of the Company, Company have not declared any dividend for the year under review.

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

The paid-up equity share capital of the Company as on 31^st March, 2023 is '11,29,26,000.

a) Buy-back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any sweat equity shares during the year under review.

c) Bonus Shares

The Company has not issued any bonus shares during the year under review.

d) Employee Stock Option

The Company has not provided any stock option scheme to the employees during the year under review.

e) Rights Issue of Equity Shares

The Company has not issued any shares on right basis during the year under review.

f) Equity Shares with differential rights

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise during the year under review.

During the year under review, there has been no change in the nature of business carried on by the Company.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

Your Company started production of the daily soap "Jaanaki" which shall be telecast on Doordarshan. Production for another film to be released on the OTT platform of Zee, has also started. Production of the Marathi feature film ‘Tu Mi Ani Amaira', shot in London, is now complete and ready for release.

As on 31^st March, 2023 the Company has seven subsidiary Companies namely, Whistling Woods International Limited, Connect.1 Limited, Mukta Telemedia Limited, Mukta Creative Ventures Limited (formerly known as Coruscant Tec Limited), Mukta A2 Cinemas Limited, Mukta A2 Multiplex W.L.L, Bahrain and Mukta V N Films Limited*.

Whistling Woods International Limited and Mukta A2 Cinemas Limited are material subsidiaries of the Company within the meaning of Regulation 16(1)(c) of SEBI Listing Regulations.

Whistling Woods International Limited ("WWI") which is recognised as India's premier Film Communication & Creative Arts Institute, is now innovating in the areas of Impressive Content like Virtual Reality, Virtual Production and its associated elements like Photo grammetry, Volumetric Capture, Motion Capture & Camera Tracking. Further, it has become India's first institution to introduce Virtual Production into the filmmaking curriculum at both the Graduate & Post-graduate levels. It has also entered into an MOU with the India Block chain Alliance to set up a Centre of Excellence to work on Block chain for the Media & Entertainment Industry.

WWI, had won the bid to run the Film, Acting & Media specialisation in Delhi School, Board's Schools of Specialised Excellence - an initiative of the Delhi School Board to integrate multidisciplinary education into high school education which mandate that a sizeable duration of their curriculum and mainstream time-table be reserved for subjects historically considered as ‘extra-curricular'. The first academic year is complete and the feedback from the board, students and parents has been excellent.

Mukta A2 Cinemas Limited ("MA2") continued to open new properties and expand existing properties, while also setting in motion, the shutting down of unprofitable ones. During the year, MA2 launched 8 new screens in Ahmedabad. With this addition, the screen count of MA2 goes to 62 screens in 24 locations apart from 14 screens under its JV with Asian Cinemas. It has since opened a 3 screen property at Chittorgarh, Rajasthan, taking its count to 65 screens across 25 locations. The business still shows some evidence of the severe conditions of the last two years, though the environment is constantly improving and indications are of a healthier next financial year.

Mukta A2 Multiplex W.L.L along with it's existing 6 screens in Bahrain, the Company has started management of 10 screens property in Dana Mall taking its count to 16 screens. Further, it has entered into an agreement to manage a chain of multiplexes in Saudi Arabia. While the Dana Mall property is already contributing revenue, the Saudi Arabia properties too shall contribute revenue from the next financial year.

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

Mukta Telemedia Limited is another subsidiary of the Company. The main objects of the Company are to take up production of TV-serials, management of event shows and entertainment software.

One of the subsidiaries of the Company, Mukta Creative Ventures Limited (formerly known as Coruscant Tec Limited) is

a mobile based solutions Company with a focus on content, applications and commerce, having office in Mumbai.

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.

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 Company's subsidiaries in Form AOC-1 is attached as Annexure-A to this Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the website of the Company.

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 our Company in terms of the SEBI Listing Regulations, is attached as Annexure-B together with a Certificate from the Secretarial Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report as Annexure-I.

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 2022-23. The intervening gap between two Board Meetings did not exceed 120 days. The details of the meetings and the attendance of the Directors are mentioned in the Report on Corporate Governance which forms part of the Annual Report.

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.

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.

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23, is placed on the Company's website and can be accessed at http://www.muktaarts.com /Aboutus/annual-returns.php.

M/s. Uttam Abuwala Ghosh & Associates, Chartered Accountants, Mumbai (Firm Registration No. 111184W), were reappointed as the Statutory Auditors of the Company at the 39^th Annual General Meeting ("AGM") held on 23^rd September, 2021 until the conclusion of 43^rd AGM to be held in the year 2025.

The Company's explanation to the Auditors' observation in their Report have been detailed in the notes to the financial statements for the year ended 31^st March, 2023 which forms part of the Annual Report.

Apart from as mentioned above, the Auditors' Report for the financial year 2022-23 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.

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, the Company has appointed M/s. K. C. Nevatia & Associates, Practicing Company Secretaries, Mumbai (FCS: 3963 and COP No.: 2348) as Secretarial Auditors of the Company for the financial year 2022-23.

The Secretarial Audit Report of the Company issued by Secretarial Auditor in Form No. MR-3 for the year ended 31^st March, 2023 is attached as Annexure-C to this Report.

Secretarial Audit Report for the financial year 2022-23 does not contain any adverse reservation, qualification, remark or disclaimer. Secretarial Audit Report is self-explanatory and therefore, does not require any further comments and explanation.

Secretarial Audit Report of Whistling Woods International Limited and Mukta A2 Cinemas Limited, Unlisted Material Subsidiaries of the Company issued by M/s. AAS & Associates, Practicing Company Secretaries, Mumbai (FCS: 8612 and COP No. 17264), in Form No. MR-3 for the financial year 2022-23 is annexed as Annexure-D to this Report.

The said Reports does not contain any adverse reservation, qualification, remark or disclaimer.

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 2022-23.

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal 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.

The Company is not engaged in the production of goods or providing services as prescribed by the Central Government under Section 148(1) of the Act and rule 3 of the Companies (Cost Records and Audit) Rules, 2014. Hence maintenance of cost records by the Company is not required.

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.

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.

Details as required under Section 186 of the Act, are given in notes to Financial Statements for the financial year ended 31^st March, 2023.

All Related Party Transactions ("RPTs") entered during the year were in the Ordinary Course of Business and at Arm's Length basis. Company has not entered into any Material RPTs, which exceeds the materiality threshold as per the Act. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

All RPTs are placed before the Audit Committee and also before the Board for approval. The Policy on RPTs as approved by the Board of Directors has been uploaded on the website of the Company. The web link of the same has been provided in the Corporate Governance Report. None of the Directors vis-a-vis the Company had any pecuniary relationship or transactions.

The provisions of Section 134(3)(m) of the Act, relating to conservation of energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, higher star rating wherever possible.

The provisions of Section 134(3)(m) of the Act, relating to technology absorption do not apply to the Company. The Company's 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 power is pollution-free and causes no greenhouse gases to be emitted after installation. Reduced dependence on foreign oil and fossil fuels also resulting in reduced utility bills.

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 Company's competitive advantage. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Company has set up CSR Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure-E. The CSR Policy recommended by the CSR Committee and as approved by the Board is available on the website of the Company at www.muktaarts.com.

Details of meetings and attendance of the Members at such Meetings are mentioned in the Report on Corporate Governance, which forms part of the Annual Report.

Pursuant to the provisions of Section 134(3)(p) of the Act, a 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 evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Chairman and the Non-Independent Director was carried out by the Independent Directors. The Board of Directors expresses their satisfaction with the evaluation process.

The Board noted the key improvement areas emerging from this exercise and action plans to address the same.

Mr. Kapil Bagla (DIN:00387814) was appointed as Independent, Non-Executive Director of the Company at the Board Meeting of the Company held on 9^th August, 2022, as recommended by Nomination and Remuneration Committee, which was subsequently approved by the Members at the AGM held on 27^th September, 2022 for a term of 5 years, not liable to retire by rotation.

In terms of Section 152 of the Act, Mr. Rahul Puri (DIN:01925045), Managing Director of the Company, being liable to retire by rotation, was re-appointed by the Members at the AGM held on 27^th September, 2022.

Ms. Hemal N. Pankhania (ACS:31426) was appointed w.e.f. 22^nd August, 2022 as the Company Secretary and Compliance Officer at the Board Meeting of the Company held on 9^th August, 2022 on recommendation of Nomination and Remuneration Committee.

Mr. Manmohan Shetty (DIN:00013961), has resigned as an Independent, Non-Executive Director w.e.f. 5^th July, 2022 due to pre occupancy and other commitments. Mr. Manmohan Shetty has confirmed that there was no other material reason other than those provided by him.

The Board has placed on record its appreciation of the leadership provided by Mr. Manmohan Shetty during his tenure.

Ms. Monika Shah (FCS:7964) has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 25^th May, 2022.

The Board has placed on record its appreciation for the services provided by Ms. Monika Shah during her tenure.

The Company has following Key Managerial Personnel:

No public deposits have been accepted or renewed by the Company during the year under review pursuant to the provisions of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable to the Company.

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.

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 2022-23.

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.

Further, statutory disclosures w.r.t. Human Resources are as under:

i) Your Company has in place Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The essence of the policy is communicated to all employees of the group companies as well at regular intervals through assimilation and awareness programs.

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

During the year under review, no complaints were reported to the Board. Your company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

iii) Information under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The median remuneration of employees of the Company during the financial year 2022-23 was '1,95,968.

The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 is mentioned below:

There was an increase of 11.34% in the median remuneration of employees in the financial year 2022-23.

d. The number of permanent employees on the rolls of the Company as on 31^st March, 2023: 59

Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2022-23 was 23.17% whereas the increase in managerial remuneration for the financial year 2022-23 was 31.09%.

The Company hereby affirms that the remuneration paid is as per the remuneration policy of the Company. Particulars of Employees

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before National Company Law Tribunal or other courts during the financial year 2022-23.

Disclosure under Section 67(3)(c) of the Act read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, with respect to voting rights not exercised directly by the employees of the Company is not applicable as there are no instance of voting rights not exercised directly by the employees of the Company.

Pursuant to Regulation 34 of SEBI Listing Regulations, top 1000 listed entities based on market capitalization are required to furnish Business Responsibility and Sustainability Report ("BRSR"). However, as the Company does not fall under the list of top 1000 Companies based on market capitalization, the requirement of furnishing BRSR is not applicable to the Company for the financial year 2022-23.

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.

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.

Your Directors would like to assure that the Financial Statements for the year under review, confirms in their entirety to the requirements of the Act and guidelines issued by SEBI.

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:

i) In the preparation of Annual Financial Statements for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 and loss 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 following 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.

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 Company's performance by the employees of the Company at all levels.

Date: 10^th August, 2023 Place: Mumbai

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiary companies.

1) Names of the subsidiaries which are yet to commence operations: Nil

2) Names of the subsidiaries which have been liquidated or sold during the year: Nil

1) Names of Associate Companies/Joint Ventures which are yet to commence operations: Nil

2) Names of Associate Companies/Joint Ventures which have been liquidated or sold during the year: Nil

For the Company's Financial Year from 1^st April, 2022 to 31^st March, 2023

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Mukta Arts Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31^st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023 according to the provisions of:

1. The Companies Act, 2013 ("the Act") and the rules made thereunder

2. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, which were not applicable to the Company during the financial year under report

3. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder

4. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):-

a. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

b. SEBI (Prohibition of Insider Trading) Regulations, 2015

c. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

d. SEBI (Delisting of Equity Shares) Regulations, 2009

5. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

6. Employees Provident Fund and Miscellaneous Provisions Act, 1952

7. Employees State Insurance Act, 1948

8. Employers Liability Act, 1938

9. Equal Remuneration Act, 1976

10. Indian Contract Act, 1872

11. Income Tax Act, 1961 (our checking to the extent of Tax Deducted at Source under various Sections, payments made and TDS Returns filed)

12. Indirect Tax Laws relating to collections, deductions, wherever applicable, payments made and returns filed

13. Indian Stamp Act, 1899

14. Maharashtra Stamp Act, 1958

15. Industrial Dispute Act, 1947

16. Maternity Benefits Act, 1961

17. Minimum Wages Act, 1948

18. Negotiable Instruments Act, 1881

19. Payment of Bonus Act, 1965

20. Payment of Gratuity Act, 1972

21. Payment of Wages Act, 1936

22. Contract Labour (Regulations & Abolition) Act, 1970

23. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

24. The Copyright Act,1957

25. Trade Marks Act,1999

26. The Patents Act,1970

27. Shop and Establishment Act, 1948

28. Cinematograph Act, 1952

29. Environment Protection Act, 1986 and other environmental laws

30. The Companies (Indian Accounting Standards) Rules, 2015

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(iv) SEBI (Prohibition of Insider Trading) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, etc. mentioned above to the extent applicable except our comments and observations as stated in Annexure to this report and forms part of this report.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors which took place during the financial year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and notes on agenda at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the Board/Committee decisions are taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / sweat equity

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the Members in pursuance to Section 180 of the Act

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations

Date: 4^th August, 2023 C.P. No. 2348

Place: Mumbai UDIN: F003963E000740732

This Report is to be read with our letter of even date which is annexed and forms an integral part of this report.

The Company had voluntarily applied for delisting from the Calcutta Stock Exchange Limited (CSE) w.e.f. 31^st March, 2014. However on not receiving any official confirmation of being delisted, the Company paid the listing fees for the financial year 2014-15 and requested for delisting w.e.f. 31^st March, 2015. On account of non-receipt of any response from CSE, the Company has not paid listing fee to the said stock exchange and stopped filing any statement, returns and forms with it from the financial year 2015-16. However, the Company has not yet received any confirmation from CSE for delisting. Further, the trading in scrip of the Company remains suspended by CSE. The Company had filed with SEBI a written complaint in this regard and the matter of delisting still remains pending.

The High Court of Judicature at Bombay had quashed the Joint Venture Agreement between Mukta Arts Limited ("MAL") and Maharashtra Film Stage and Cultural Development Corporation Limited ("MFSCDCL") vide its order of 9^th February, 2012. In terms of the said order dated 9^th February, 2012 passed by the High Court of Judicature at Bombay, MFSCDCL raised net demand of ' 832,062,611/- and asked Whistling Woods International Limited ("WWIL"), a subsidiary company of MAL to vacate the premises. The MAL and WWIL filed Review Petitions before the High Court and the said Review Petitions were heard by High Court and a stay was granted on 30^th July, 2014. However, the High Court has ordered MAL/WWIL to pay against arrears of rent for the years 2000-01 to 2013-14 aggregating to Rs 100,038,000/- by January 2015 and pay rent of ' 4,500,000/- per annum from the financial year 2014-15. As per the terms of the said order, MAL has paid an aggregate amount of ' 113,538,000/- to MFSCDCL by 31^st March, 2017 pending final hearing. The rent amount for the financial year 2017-18 to 2022-23 has been paid by WWIL to MFSCDCL. The State Government of Maharashtra and MFSCDCL challenged the order of the Bombay High Court in the Supreme Court which was dismissed by the Supreme Court on 22^nd September, 2014 with recourse to the State Government of Maharashtra to make an application to Bombay High Court. Having regard to the circumstances explained above and pending final outcome of the matter under litigation, MAL has not made any adjustment to the carrying value of investments in and amounts due from WWIL.

Date: 4^th August, 2023 C.P. No. 2348

Place: Mumbai UDIN: F003963E000740732

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations and Standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date: 4^th August, 2023 C.P. No. 2348

Place: Mumbai UDIN: F003963E000740732

For the Company's Financial Year from 1^st April, 2022 to 31^st March, 2023

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Whistling Woods International Limited (hereinafter called the "Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period and the financial year ended on 31^st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the period ended on 31^st March, 2023 according to the provisions of:

i. The Companies Act, 2013 ("the Act") and the Rules made thereunder

ii. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder; (Not applicable to the Company during the audit period)

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, if any. (Not applicable upon the Company during the period covered under audit)

v. Employees Provident Fund and Miscellaneous Provisions Act, 1952

vi. Employees State Insurance Act, 1948

vii. Employers Liability Act, 1938

viii. Equal Remuneration Act, 1976

ix. Indian Contract Act, 1872

x. Income Tax Act, 1961 (Our checking to the extent of Tax Deducted at Source under various Sections, payments made and TDS Returns filed)

xi. Indirect Tax Laws relating to collections, deductions, wherever applicable, payments made and returns filed (Our checking to the extent of GST payments made and Returns filed)

xii. Indian Stamp Act, 1899

xiii. Maharashtra Stamp Act, 1958

xiv. Industrial Dispute Act, 1947

xv. Maternity Benefits Act, 1961

xvi. Minimum Wages Act, 1948

xvii. Negotiable Instruments Act, 1881

xviii. Payment of Bonus Act, 1965

xix. Payment of Gratuity Act, 1972

xx. Payment of Wages Act, 1936

xxi. Contract Labour (Regulations & Abolition) Act, 1970

xxii. The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

xxiii. The Copyright Act,1957

xxiv. Trade Marks Act,1999

xxv. The Patents Act,1970

xxvi. Shop and Establishment Act, 1948

xxvii. Cinematograph Act, 1952

xxviii. Environment Protection Act, 1986 and other environmental laws

xxix. The Companies (Indian Accounting Standards) Rules, 2015

We have also examined compliance with the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the observations stated in the Annexure which is integral to this report.

There are no changes in composition of Board of Directors during the year under review. Further, the Board of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Director and Independent Directors.

Adequate Notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, apart from procedural risk-based observations reported by the Internal Auditors of the Company from time-to-time, within no or insignificant compliance risk.

We further report that during the Audit period there were no specific events /actions having a major bearing on the Company's affairs, except the observations/comments provided in the annexure to this report.

For the Company's Financial Year from 1^st April, 2022 to 31^st March, 2023

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mukta A2 Cinemas Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period and the financial year ended on 31^st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the period ended on 31⁵¹ March, 2023 according to the provisions of:

i. The Companies Act, 2013 ("the Act") and the Rules made thereunder

ii. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, if any. (not applicable upon the Company during the period covered under audit)

v. Employees Provident Fund and Miscellaneous Provisions Act, 1952

vi. Employees State Insurance Act, 1948

vii. Employers Liability Act, 1938

viii. Equal Remuneration Act, 1976

ix. Indian Contract Act, 1872

x. Income Tax Act, 1961 (our checking to the extent of Tax Deducted at Source under various Sections, payments made and TDS Returns filed)

xi. Indirect Tax Laws relating to collections, deductions, wherever applicable, payments made and returns filed (our checking to the extent of GST payments made and Returns filed)

xii. Indian Stamp Act, 1899

xiii. Maharashtra Stamp Act, 1958

xiv. Industrial Dispute Act, 1947

xv. Maternity Benefits Act, 1961

xvi. Minimum Wages Act, 1948

xvii. Negotiable Instruments Act, 1881

xviii. Payment of Bonus Act, 1965

xix. Payment of Gratuity Act, 1972

xx. Payment of Wages Act, 1936

xxi. Contract Labour (Regulations & Abolition) Act, 1970

xxii. The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

xxiii. The Copyright Act,1957

xxiv. Trade Marks Act,1999

xxv. The Patents Act,1970

xxvi. Shop and Establishment Act, 1948

xxvii. Cinematograph Act, 1952

xxviii. Environment Protection Act, 1986 and other environmental laws

xxix. The Companies (Indian Accounting Standards) Rules, 2015

We have also examined compliance with the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observations stated in the Annexure which is integral to this report.

There are no changes in composition of the Board of Directors of the Company, during the year under review. Further, the Board of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Director.

Adequate Notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, apart from procedural risk-based observations reported by the Internal Auditors of the Company from time-to-time, within no or insignificant compliance risk.

We further report that during the Audit period there were no specific events /actions having a major bearing on the Company's affairs, except the observations/comments provided in the annexure to this report.

Date: 28^th July, 2023 UDIN: F008612E000698356

Place: Mumbai Peer Review Certificate No: 1951/2022

To contribute to the social and economic development of the communities in which the Company operate. In doing so, the Company will build a better, sustainable way of life for the weaker sections of society and raise the country's human development index.

Company's CSR strategy framework is based on the principles of "Responsible Business" and "Shared Value". The CSR programme framework is both in line with the Company's long-term commitment to building positive value for the communities (including stakeholders) as well as addresses key developmental priorities as identified by Schedule VII to the Act.

(b) Details of CSR amount spent on ongoing projects for the financial year: Company does not have any ongoing project.

N.A.

10) In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Company has not created or acquired any capital asset through CSR spent during the financial year.

11) Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5): N.A.

Date: 10^th August, 2023 Place: Mumbai