Mukta Arts Ltd. — Proxy Solicitation & Information Statement 2025

Jul 21, 2025

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21[st] July, 2025

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Scrip Code: 532357 - EQ	To, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 Symbol: MUKTAARTS - EQ

Kind Attn: Corporate Relations Department

Dear Sir/Madam,

SUB: POSTAL BALLOT NOTICE

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, we enclosed herewith a copy of Postal Ballot Notice dated 28[th] May, 2025 along with explanatory statement, remote e-voting instructions, seeking approval of the members of the Company by way of Special Resolution for appointment of Mrs. Madhumati Ramchandra Lele (DIN: 09306316) as a Non-Executive Independent Director of the Company for the period of 5 Years.

Events of Postal Ballot as mentioned below:

Events	of Postal Ballot as mentioned below:
Sr. No.	Particulars	Date
1.	Date of completion of dispatch of Notice (by electronic means) to members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 11thJuly, 2025	Monday, 21stJuly, 2025
2.	Commencement of remote e-voting	Wednesday, 23rdJuly, 2025 at 9:00 a.m. (IST)
3.	End of remote e-voting	Thursday, 21stAugust, 2025 at 5:00 p.m. (IST)

	p.m. (IST)	p.m. (IST)
The Postal Ballot Notice along with the Explanatory Statement,	instructions and manner		of e-voting
process is available on		the	Company’s
website: https://www.muktaarts.com/Aboutus/investorrelations.php	,	on the websites	of Stock
Exchanges i.e. www.bseindia.com and www.nseindia.com		and website	of Link
Intime: https://instavote.linkintime.co.in/.

Kindly take the same on your records.

Thanking you. Yours faithfully, For Mukta Arts Limited

Pratiksha Janak Digitally signed by Pratiksha Janak Panchal Date: 2025.07.21 13:08:32 Panchal +05'30'

Pratiksha Panchal Company Secretary & Compliance Officer

Encl.: as above

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Registered Office: Mukta House, Behind Whistling Woods Institute, Filmcity Complex, Goregaon (E), Mumbai - 400065 Tel. No.: 022-3364 9400 Fax: 022-3364 9401 Email: investorrelations@muktaarts.com CIN: L92110MH1982PLC028180 Website: www.muktaarts.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110,108 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) , read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’) , Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’) and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) vide its General Circulars No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (collectively referred to as ‘MCA Circulars’ ) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, to transact the special business as set out hereunder by passing Special Resolution, as applicable, by way of postal ballot only by voting through electronic means (remote e-voting).

In compliance with the aforesaid MCA circulars, this Postal Ballot Notice (‘Notice’) is being sent by Mukta Arts Limited (‘the Company’) only through electronic mode to those members whose e-mail addresses are registered with the Company / Registrar and Transfer Agent (‘RTA’) / Depository Participants (‘DPs’) . Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

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The process for registration of e-mail address is appended in the Notes to this Notice. In compliance with Regulation 44 of SEBI Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Act read with the Rules, MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The communication of assent or dissent of the Members would only take place through remote e-voting system. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for providing remote e-voting facility to its members.

The Explanatory Statement pursuant to Section 102 of the Act pertaining to the Resolution setting out the material facts and the rationale thereof forms part of this Notice for your consideration.

Members desiring to exercise their vote through remote e-voting facility are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting	Wednesday 23rdJuly, 2025 at 9:00 a.m. (IST)
End of remote e-voting	Thursday, 21stAugust, 2025at 5:00 p.m. (IST)

The remote e-voting will not be allowed beyond the aforesaid date and time. The remote e-voting facility will be disabled by NSDL immediately after 5.00 p.m. on Thursday, 21[st] August, 2025.

The Board of Directors of the Company has appointed M/s. KDA & Associates, Practicing Company Secretary (Membership no. / COP no.:7512) as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner.

After completion of scrutiny of the votes casted, the Scrutinizer will submit its report to the Chairman of the Company or any other person authorized by the Board. The result along with the Scrutinizer’s Report, will be announced by the Chairman or such person as authorized, within the stipulated timelines. The Scrutinizer’s decision on the validity of votes cast will be final.

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The said result will also be available on the website of the Company at www.muktaarts.com, website of NSDL at www.evoting.nsdl.com and shall also be communicated to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited.

Subject to the approval of the requisite majority, the resolution shall be deemed to have been passed on the last date of remote e-voting i.e. Thursday, 21[st] August, 2025.

SPECIAL BUSINESS

APPOINTMENT OF MRS. MADHUMATI RAMCHANDRA LELE (DIN: 09306316) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR THE PERIOD OF 5 YEARS

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 (‘Rules’) and the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’),including any statutory modification(s) or re-enactment thereof for the time being in force, Mrs. Madhumati Ramchandra Lele (DIN: 09306316), who was appointed as an Additional Director designated as Independent Director by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee under Section 161(1) of the Act, , who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing her candidature for the office of a director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years, with effect from 28[th] May, 2025 up to 27[th] May, 2030 be and is hereby approved.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197, Schedule V and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations, Mrs. Madhumati Ramchandra Lele, be

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paid such fees as the Board may approve from time to time and subject to such limits prescribed from time to time.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorised to file the requisite forms with the Registrar of Companies, Mumbai, Maharashtra and do all such acts, matters, deeds and things and execute all such documents, instruments and writings as may be required to give effect to this resolution. ”

By Order of the Board of Directors For Mukta Arts Limited

Sd/Rahul Puri Managing Director DIN: 01925045

Registered Office:

Mukta House, Behind Whistling Woods Institute, Filmcity Complex, Goregaon (E), Mumbai-400065 CIN: L92110MH1982PLC028180 Tel. No.: 022-3364 9400 Email: investorrelations@muktaarts.com

Date: 28[th] May, 2025 Place: Mumbai

NOTES:

• 1) The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid resolution and the reasons thereof is annexed to this Notice.

• 2) In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those members whose names appear in the Register of members/list of beneficial owners as on 11[th] July, 2025 Cut-off date’) received from MUFG Intime India Private Limited, Company’s RTA / Depositories and whose e-mail

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addresses are registered with the Company/ RTA/ Depositories (in case of electronic shareholding) or who will register their e-mail address in accordance with the process outlined in this Notice.

• 3) The voting rights of the members/ beneficial owners shall be in proportion to his/her shareholding in the paid-up equity share capital of the Company as on the Cut-off date.

• 4) The Company is pleased to provide remote e-voting facility to its members, to enable them to cast their votes electronically. The instructions for remote e-voting are mentioned in this Notice.

• 5) Only those Members whose name appears in the Register of Members / List of Beneficial Owners as on the Cut-off date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-off date should treat this Notice for information purposes only.

It is however, clarified that all the Members of the Company as on the Cut-off date (including those Members who may not have received this Notice due to nonregistration of their email addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Notice.

• 6) The remote e-voting shall commence on Wednesday, 23[rd] July, 2025 at 9:00 a.m. (IST) and shall end on Thursday, 21[st] August 2025 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-off date may cast their vote electronically. The remote e-voting module shall be disabled for voting thereafter.

• 7) A copy of this Postal Ballot Notice is available on the website of the Company at https://muktaarts.com/Aboutus/investorrelations.php,NSDL at www.evoting.nsdl.com, BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.

• 8) Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their

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Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s RTA at rnt.helpdesk@in.mpms.mufg.com

• 9) The Resolution, if passed by the requisite majority, will be deemed to have been passed on the last date specified for remote e-voting. Further, resolution passed by the Members through postal ballot is deemed to have been passed as if they are passed at a General Meeting of the Members.

10) The detailed process and manner for remote e-voting are explained herein below:

The process to vote electronically on NSDL e-Voting system consists of 2 steps:

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

- A) Login method for e Voting for Individual shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat account(s) in order to access e-voting facility.

Type of shareholders

Login Method

Individual shareholders holding securities in demat mode with NSDL

1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile.On the e-Serviceshome page clickon the“**Beneficial **

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Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing Myeasi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting ServiceProviders.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on the Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

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Manner of holding shares i.e. Demat (NSDL or CDSL) **or Physical **	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID. For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company. For example, if folio number is 001 and EVEN is 101456 thenuser ID is101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

5. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

6. 1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

7. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM:

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who

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are authorized to vote, to the Scrutinizer by e-mail to team@cskda.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investorrelations@muktaarts.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investorrelations@muktaarts.com. If you are an individual shareholder holding securities in demat mode, you are requested to refer -

to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and

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Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

By Order of the Board of Directors For Mukta Arts Limited

Sd/Rahul Puri Managing Director DIN: 01925045

Registered Office:

Mukta House, Behind Whistling Woods Institute, Filmcity Complex, Goregaon (E), Mumbai-400065 CIN: L92110MH1982PLC028180 Tel. No.: 022-3364 9400 Email: investorrelations@muktaarts.com

Date: 28[th] May, 2025 Place: Mumbai

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the business mentioned in this Notice:

APPOINTMENT OF MRS. MADHUMATI RAMCHANDRA LELE (DIN: 09306316) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

Based on the recommendation of Nomination and Remuneration Committee and , the Board of Directors at its meeting held on 28[th] May, 2025 had appointed Mrs. Madhumati Ramchandra Lele (DIN: 09306316), as an Additional Director designated as Independent Director of the Company with effect from 28[th] May, 2025 pursuant to the provisions of Section 161 of the Companies Act, 2013 and other applicable provisions and the Articles of Association of the Company, subject to the approval of the members of the Company.

Mrs. Madhumati Ramchandra Lele is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has also received a declaration from Mrs. Madhumati Ramchandra Lele that she is not disqualified from being appointed as Independent Director and that she meets the criteria of independence as prescribed, both, under Section 164(2) and 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that she is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

Further, Mrs. Madhumati Ramchandra Lele has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge his duties as an Independent Director of the Company. The Company has received a Notice in writing under Section 160(1) of the Act from a member proposing the candidature of Mrs. Lele as Director of the Company.

In the opinion of the Board, Mrs. Madhumati Ramchandra Lele fulfils the conditions for independence as specified in the Act, the Rules made thereunder and the LODR Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and she is independent of the Management and he possesses the core skills/expertise/competencies required for the Independent Director in the

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context of the Company’s business i.e. Wide Management and Leadership Experience, Functional and Managerial experience, Diversity, Personal Values and Corporate Governance, among others. Mrs. Madhumati Ramchandra Lele has extensive experience and exposure in large Indian Business House, MNC and greenfield giants in India and abroad. She is well poised to add significant value and strength to the Board and her prior experience enables her to provide the Board with valuable insights.

Brief Profile of Mrs. Madhumati Ramchandra Lele is as follows:

Mrs. Lele has over 40 years of experience in senior and top management roles in large Indian Business House, MNC and greenfield giants in India and abroad. She has held strategic and leadership positions in major companies such as Reliance Jio, the Tata Group, Vodafone Group, and luxury hotel chains like the Taj and Oberoi Groups. She has managed large infrastructure and capital expenditure (Capex) projects, extensive teams, complex operations, automation initiatives, and financial functions. Presently, she is the President of the Cricket Club of India and a Board Member of Board of Cricket Control of India (BCCI) and WPL Committee Member. She has also maintained amicable relationships with employee unions, government bodies, partners, vendors, shareholders, and customers.

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, the appointment of Ms. Lele as an Independent Director requires approval of members of the Company. Further, in terms of Regulation 25(2A) of the Listing Regulations, the appointment of Mrs. Lele as an Independent Director requires approval of members of the Company by passing a special resolution. Accordingly, the approval of members is sought for the appointment of Mrs. Lele as Independent Director of the Company.

A copy of the draft letter of appointment as an Independent Director stating the terms and conditions, is available for inspection by Members on the website of the Company at https://muktaarts.com/Aboutus/investorrelations.php.

Further, the details of Mrs. Lele pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the “Annexure” to this Notice.

Save and except Mrs. Lele, none of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

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The Board of Directors recommends the Special Resolution for approval by the members.

By Order of the Board of Directors For Mukta Arts Limited

Sd/Rahul Puri Managing Director DIN: 01925045

Registered Office:

Mukta House, Behind Whistling Woods Institute, Filmcity Complex, Goregaon (E), Mumbai-400065 CIN: L92110MH1982PLC028180 Tel. No.: 022-3364 9400 Email: investorrelations@muktaarts.com

Date: 28[th] May, 2025 Place: Mumbai

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Annexure

Details of Director seeking appointment pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards

Name of the Director	Mrs. Madhumati Ramchandra Lele
Date of Birth / Age	31stOctober, 1958 / 67 Years
Qualification	Master’s degree in finance and Hotel Management
Experience	40 years of experience in senior and top management roles and she has held strategic and leadership positions in giants like Reliance (Jio) and Tata Groups, Multinational like the Vodafone Group and 5 Star Hotel Chains like the Taj and Oberoi Groups
Terms and Conditions of Appointment	As per the resolution set out in this Postal Ballot Notice read with an explanatory statement pursuant to Section 102 of the Act.
Date of First ppointment on the Board	28thMay, 2025
Remuneration last drawn (including sitting fees, if any) in F. Y. 2025-26	Rs. 13,500/- (sitting fees)
Remuneration proposed to be paid	She shall be paid such fees and remuneration as the Board may approve from time to time and subject to such limits prescribed from time to time.
Shareholding in the Company including shareholding as a beneficial owner as on the date of notice	Nil
Relationship with other Directors/ Key Managerial Personnel	Nil
Number of meetings attended during the F.Y. 2025-26	1 (One)

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Directorship of other Companies as on date of Notice	1. The Cricket Club of India Limited
Membership / Chairperson of Statutory Committees as on the date of notice	Nil
Listed Entities from which the Director has resigned in the past three years	Nil

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