To

The Members,

Gradiente Infotainment Limited,

Your Directors have pleasure in presenting the 30th Annual Report of Gradiente
Infotainment Limited together with audited financial statements (consolidated and
standalone) and the Auditor’s Report for the financial year ended 31st March 2022.

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 2022, in respect of the Company.

1. FINANCIAL HIGHLIGHTS:

The performance during the period ended 31st March, 2022 has been as under:

(Rs. In Lakhs)


  

    
Particulars
    
2021-22
    
2020-21
  
  

    
Total Income
    
75.01
    
469.41
  
  

    
Total Expenditure
    
72.92
    
452.09
  
  

    
Profit before Tax
    
2.09
    
17.32
  
  

    
Provision for Taxation
    
. 0.52
    
4.46
  
  

    
Profit After Tax
    
1.57
    
12.85
  
  

    
Transfer to General Reserve
    
0
    
0
  
  

    
Profit available for appropriation
    
1.57
    
12.85
  
  

    
Provision for Proposed Equity Dividend
    
0
    

  
  

    
Balance Carried to Balance Sheet
    
1.57
    
12.85
  
  

    
Earnings per Share
    

    

  
  

    
Basic
    
0.01
    
0.06
  
  

    
Diluted
    
0.01
    
0.06
  


2. OPERATIONS

During the year under review, the Company has recorded a turnover of Rs.75.01 Lakhs and
the profit of Rs.1.57 in the current year against the turnover of Rs.469.41 and profit of
Rs 12.85 Lakhs in the previous financial year ending 31.03.2021.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Company is foraying into multiple business modules such as Over-The-Top (OTT),
productions of web-series, productions of tele-series The Company is also exploring
opportunities in producing low budget movies in regional languages and Hindi.

The Company is also launching a music channel and a news channel in the financial year
2022-23. The current business segments are developing green shoots which are bright and
promising; capable of delivering strong growth in the current fiscal.

While the Companies performance had been impacted due to the pandemic, the Board is
confident of a very strong improvement in top and bottom lines, from the next fiscal.

4. 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 31stMarch, 2022 and the date of Board’s Report.

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

During the period under review and the date of Board’s Report there was no change
in the nature of Business.

6. DIVIDEND:

The Board of Directors did not recommend any dividend for the financial year 2021-22.

7. TRANSFER TO RESERVES:

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

8. AUTHORISED AND PAID UP SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company’s authorized capital stands at Rs.
30,00,00,000/- divided into 3,00,00,000 equity shares of Rs.10/- each and the paid up
capital stands at Rs. 22,51,74,000/- divided into 2,25,17,400 equity shares of Rs. 10/-
each.

9. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in Form
MGT 9 is attached to this Report at ANNEXURE E.

10. BOARD MEETINGS:

The Board of Directors met Four (4) times during the financial year on 14.02.2022,
02-11-2021, 14.08.2021, 30.06.2021

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.

11. 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 ANNEX! RE C.

12. 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 Auditor’s Certificate
on its compliance as ANNEXIRE D.

13. DIRECTOR’S 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.

14. 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.

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 / Non-Executive 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/she 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.

IS. 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 Company’s website www.
Gradiente infotainment. in

19. STATUTORY AUDITORS:

M/s. G R A N D M A R K & Associates, Chartered Accountants has been appointed as
statutory Auditors of the Company to hold office from the conclusion of the 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting of the Company for the
financial year 2025 -26 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 2021-22 by Mrs. Pooja Bansal, Practising Company
Secretary and their Secretarial Audit report for the financial year ended 31st March 2022
is enclosed at ANNEXURE F.

21. QUALIFICATIONS IN AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the
year ended March 31, 2022 and qualifications for 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 reservation, qualification or adverse remarks 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. INSU RANCE:

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 2022. All the transactions entered into are at an
arm’s 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 Y EAR.

During the period under review, there are no companies which have become or ceased to
be its Subsidiaries, Joint Ventures or Associate Companies.

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

The Company has one subsidiary Company namely "Omnistar Advertising Private
Limited"

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 CFO’s Certification is provided as ANNEXURE-C to the Corporate
Governance Report in the Annual Report.

The CEO and CFO’s Certification of the Financial Statements, the Cash Flow
Statement and the Internal Control Systems for financial reporting for the financial year
ended March 31, 2022, was placed before the Board of Directors at all their meetings
held..

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN i:\CIIA\(,t: Ol TGO:

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

A. Conservation of Energy:

Your Company’s 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 auditor’s 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
Company’s 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 your 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, 201 3:

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 endeavors 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.

46. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record 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 thanks 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.


  

    

    
For and on behalf of the Board of
    

  
  

    

    
Gradiente Infotainment Limited
    

  
  

    

    
Sd'-
    
Sd/-
  
  

    
Place: Hyderabad
    
Vimal Raj Mathur
    
Sudheep Raj Mathur
  
  

    
Date: 05-09-2022
    
Managing Director
    
Director
  
  

    

    
(DIN: 03138072)
    
(DIN: 03138111)