Gradiente Infotainment Ltd Directors Report

To

The Members,

Gradiente Infotainment Limited,

Your directors have pleasure in presenting the 34^th Annual Report of Gradiente Infotainment Limited together with audited financial statements and the Auditors Report for the financial year ended 31st March 2026.

In compliance with the applicable provisions of Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof, for time being in force and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during the financial year ended 31st March 2026, in respect of the Company.

1. FINANCIAL HIGHLIGHTS:

The performance during the period ended 31^st March, 2026 has been as under:

Particulars	2025-26	2024-25
Total Income	2,987.46	2128.73
Total Expenditure	2,573.63	2032.32
Profit before Tax	413.83	96.41
Provision for Taxation	117.00	25.07
Profit After Tax	296.83	71.34
Transfer to General Reserve	-	-
Profit available for appropriation	296.83	71.34
Provision for Proposed Equity Dividend	-	33.24
Balance Carried to Balance Sheet	296.83	38.10
Earning per Share
Basic	0.09	0.02
Diluted	0.09	0.02

2. REVIEW OF OPERATIONS

During the year under review, the Company has recorded a turnover of Rs. 2,987.46 Lakhs and the profit of Rs. 296.83 Lakhs in the current financial year ending 31.03.2026 against the turnover of Rs. 2128.73 Lakhs and profit of Rs. 71.34 Lakhs in the previous financial year ending 31.03.2025.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial position of the Company between 31^st March, 2026 and the date of Boards Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boards Report there was no change in Business.

5. DIVIDEND:

The Board of Directors did not recommend any dividend for the financial year 2025-26.

6. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to General Reserves.

7. AUTHORISED AND PAID-UP SHARE CAPITAL OF THE COMPANY:

During the year under review, the Companys authorized capital stands at Rs. 3,35,00,00,000/- divided into 33,50,00,000 equity shares of Rs.10/- each and the paid up capital stands at Rs. 3,32,40,00,000/- divided into 33,24,00,000 equity shares of Rs. 10/- each.

8. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 of the Company for the financial year 2025-26 is available on the Companys website at www.gradientinfotainment.com

9. BOARD MEETINGS:

The Board of Directors met five (5) times during the financial year 2025-26 on 30^th May 2025, 13^th August 2025, 04^th September 2025, 14^th November 2025, 28^th January 2026.

The gap between any two meetings was not more than one hundred twenty days as mandated under the provisions of Section 173 of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and is annexed hereto as ANNEXURE C.

11. CORPORATE GOVERNANCE

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance is annexed herewith, as part of the Annual Report along with the Auditors Certificate on its compliance as ANNEXURE D.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. RATIO OF REMUNERATION TO EACH DIRECTOR:

The details under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 are provided at ANNEXURE B.

14. BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

14.1 Composition of Board of Directors and Key Managerial Personnel

During the period under review, the composition of the Board of Directors of the Company remained in compliance with Section 149 of the Companies Act, 2013, and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the date of this report, the following are the Directors of the Company:

Name of the Director	Designation
01 Mr. Vimal Raj Mathur	Chairman & Managing Director
02 Mr. Sudheep Raj Mathur	Executive Director & CFO
03 Mrs. Sunitee Raj	Non-Executive Director
04 Mr. Abdul Raoof	Independent Director
05 Mr. Nageshwara Rao Chitirala	Independent Director
06 Mr. Balaji Doradla	Independent Director

14.2 Changes in Board/KMP

The following are the details of changes in composition of the Board of Directors and KMP:

i. Sarita Paswan has resigned from the post of Company Secretary and Compliance Officer, with effect from 13^th August, 2025

ii. Ms. Manvi Gupta has appointed as Company Secretary and Compliance Officer with effect from 14^th November, 2025 and resigned with effect from 28^th February 2026.

iii. Ms. Komal Aswani has appointed as Company Secretary and Compliance Officer with effect from 18^th April. 2026 and resigned with effect from 05^th September 2026.

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, are constituted in accordance with the Act and the SEBI (LODR), wherever applicable. The Corporate Governance Report given in ‘Annexure V contains an overview of the role, terms of reference, meetings and composition of the Board of Directors of the Company and its Committees.

15. MECHANISM FOR EVALUATION OF PERFORMANCE OF THE BOARD:

The Board of Directors has carried out an annual evaluation of its own performance, board Committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

16. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declaration from each independent director under section 149 (7) of the companies Act, 2013, that he meets the criteria of independence laid down in section 149 (6) of the companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website www.gradientinfotainment.com

19. STATUTORY AUDITORS:

M/s. SUNIT M CHHATBAR & Co Chartered Accountants has been appointed as statutory Auditors of the Company to hold office from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting of the Company for the financial year 202526 on such remuneration as may be determined by the Board of Directors of the Company

20. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Secretarial Audit has been conducted for the Financial Year 2025-26 by Mr. Phani Chakravarthy, Practicing Company Secretary and their Secretarial Audit report for the financial year ended 31st March 2026 is enclosed at ANNEXURE E.

M/s Aparna Tripathi & Associates, Company Secretaries (Firm Registration No S2023MH956300), is appointed as Secretarial Auditors of the Company for a period of 5 consecutive years, from April 01, 2026 to March 31, 2031.

21. QUALIFICATIONS IN AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2026 and the same are discussed in details in Audit report annexed to it.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act, 2013 has noted that the same. The details for observation are enclosed in Secretarial Audit report.

22. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

23. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015. The same has been placed on the website of the Company.

24. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on website of the company.

25. INSURANCE:

The properties and assets of your Company are adequately insured.

26. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

27. RELATED PARTY TRANSACTIONS:

The related party transactions entered into by the company during the financial year under review have been disclosed in the financial statements of the company for the financial year ended 31st March 2026. All the transactions entered into are at an arms length basis and in the ordinary course of business. The relevant details in form AOC- 2 is enclosed hereto at ANNEXURE -A.

28. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the period under review, Gradiente Music Limited cease to be the Subsidiary of your Company with effect from 14^th November, 2025.

29. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES /BRANCHES /JOINT VENTURES:

The Company has no such Subsidiaries /Associates /Branches /Joint Ventures

30. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

31. SECRETARIAL STANDARDS:

The companies are in compliance with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

32. CEO/ CFO CERTIFICATION:

The CEO and CFOs Certification is provided as ANNEXURE-III to the Corporate Governance Report in the Annual Report.

The CEO and CFOs Certification of the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting for the financial year ended March 31st 2026, was placed before the Board of Directors at all their meetings held.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

> the efforts made towards technology absorption - NIL

> the benefits derived like product improvement, cost reduction, product development or import substitution - NIL

> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology imported; - NIL

(b) The year of import - NIL

(c) Whether the technology been fully absorbed - NIL

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NIL

> the expenditure incurred on Research and Development -NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL

34. WEBSITE:

In terms of the provisions of Section 134(3)(a) read with 92(3) of the Companies Act, 2013 and the relevant rules made thereunder, a copy of the Annual return as prescribed under Section 92 of the Companies Act, 2013, as amended shall be made available on the official website of the Company www.gradientinfotainment.com

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

36. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS, IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

During the period under review, there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

37. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, from part of the notes to the financial statement provided in this Annual Report.

38. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

39. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

40. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to Company.

41. DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

42. DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

43. DISCLOSURE UNDER SECTION 62(1) (b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

44. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

a Number of complaints of sexual harassment received in the year;	NIL
b Number of complaints disposed off during the year; and	NA
c Number of cases pending for more than 90 days	NA

46. DISCLOSURE UNDER THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

Number of employees availed benefits under the Act during the year

NIL

47. APPRECIATION & ACKNOWLEDGEMENT:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.