GRADIENTE2026-09-07GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain1GRADIENTE2026-09-07ResolutionOrAgendaDomain1GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain2GRADIENTE2026-09-07ResolutionOrAgendaDomain2GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain3GRADIENTE2026-09-07ResolutionOrAgendaDomain3GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain4GRADIENTE2026-09-07ResolutionOrAgendaDomain4GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain5GRADIENTE2026-09-07ResolutionOrAgendaDomain5GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain6GRADIENTE2026-09-07ResolutionOrAgendaDomain6GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain7GRADIENTE2026-09-07ResolutionOrAgendaDomain7GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain8GRADIENTE2026-09-07ResolutionOrAgendaDomain8GRADIENTE2026-09-072026-09-07ResolutionOrAgendaDomain9GRADIENTE2026-09-07ResolutionOrAgendaDomain9xbrli:pureGRADIENTEGRADIENTE INFOTAINMENT LIMITEDNew2026-09-0714:00:002026-09-07Annual General MeetingPhysical Meeting34th Annual General MeetingWednesday2026-09-3012:00:00Hyderabad9Ordinary ResolutionAdoption of Financial StatementsRESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31st March 2026 including Balance Sheets, Statements of Profit and Loss Account and Cash Flow Statements for the year ended as on that date together with the notes forming part of accounts as audited and reported by the Auditors of the Company and the Directors’ Report, as circulated to the Members be and are hereby approved and adoptedOrdinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRetirement by rotationRESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013, Mrs. Sunitee Raj (DIN: 05223416) who retires by rotation at the 34th AGM and being eligible, offers herself for reappointment, be and is hereby re-appointed as Director of the Company, liable to retire by rotation.Non-Executive - Non-Independent DirectorSUNITEE RAJ052234162026-09-072027-09-06Ordinary ResolutionOthersOthersAppointment of Statutory AuditorRESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed thereunder as amended from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendation of Audit Committee and the Board of Directors, M/s. SUNIT M CHHATBAR & Co, Chartered Accountants (Firm Registration No. 141068W) be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 34th Annual General Meeting (AGM) until the conclusion of the 39th AGM of the Company, i.e. from the financial year 2026-27 to 2030-31, on such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors.Special ResolutionIssuance/Corporate ActionIssuance of SecuritiesRESOLVED THAT pursuant to the provisions of Sections 23, 41, 42, 55, 62 (1)(c), 71, 179 and other applicable provisions, if any, of thf Securities) Rules, 2014 and the Companies (Share Capital andSpecial ResolutionOthersOthersINCREASE IN INVESTMENT LIMITS FOR FOREIGN PORTFOLIO INVESTORS AND NON-RESIDENT INDIANS/ OVERSEAS CITIZENS OF INDIARESOLVED THAT pursuant to the applicable provisions of Foreign Exchange Management Act, 1999, as amended (“FEMA”), Foreign Exchange Management (Non-debt Instruments) Rules, 2019, which came into force with effect from October 17, 2019, and the Consolidated FDI Policy Circular of 2017, as amended, the Companies Act, 2013, as amended, and the rules and regulations made thereunder (collectively referred to as the “Companies Act”) and subject to all applicable approvals, permissions and sanctions of the Reserve Bank of India (“RBI”), the Ministry of Finance, the Ministry of Corporate Affairs, Government of India and other concerned authorities and subject to such conditions as may be prescribed by any of the said concerned authorities while granting such approvals, permissions or sanctions which may be agreed to by the board of directors of the Company (“Board”), the aggregate limit of investment by the Non-resident Indians (“NRI”) and Overseas Citizens of India (“OCI”), together, in the equity shares of the Company in accordance with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, is increased from 10% to 24% of the total paid-up equity share capital of the Company or such other limit as may be stipulated by RBI, from time to time and the aggregate limit of investment by the Foreign Portfolio Investors (“FPI”) together, in the equity shares of the Company in accordance with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 is increased from 24% to Sectoral cap Percentage of the total paid-up equity share capital of the Company, as may be applicable. “RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, things and deeds on behalf of the Company and make such filings / application with the regulatory authorities, including RBI, to effectively implement this resolutionSpecial ResolutionRestructuring/Scheme of Arrangement/LoansIncrease in Borrowing LimitsRESOLVED THAT in supersession of the resolutions passed earlier in this regard and pursuant to the provisions of Section 180(1)(c) of Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder (including any statutory modifications or re-enactments thereof), and the Memorandum of Association and Articles of Association of the Company, the consent of the Shareholders be and is hereby accord to the Board of Directors of the Company, to borrow from time to time any sum(s) of monies (exclusive of interest) on such terms and conditions as the Board of Directors may determine, from anyone or more of the Company’s bankers and/or from anyone or more other banks, persons, firms, companies/bodies corporate, financial institutions, institutional investor(s), mutual funds, insurance companies, pension funds and or any entity/entities or authority/authorities, whether in India or abroad, and whether by way of cash credit, advance or deposits, loans or bill discounting, issue of debentures, commercial papers, long/short term loans, suppliers’ credit securities instruments such as floating rate notes, fixed rate notes, syndicated loans, commercial borrowing from the private sector window of multilateral financial institutions, either in rupees and/or in such other foreign currencies as may be permitted by law from time to time, and/or any other instruments/securities or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’s assets, licenses and properties, whether immovable or movable and all or any of the undertaking of the Company, provided that the moneys to be borrowed together with the moneys already borrowed by the Company [apart from temporary loans obtained from the Company’s bankers in the ordinary course of business] shall not exceed the aggregate of the paid-up capital of the Company and its free reserves, provided that the total amount up to which the moneys may be borrowed by the Board of Directors and/or the Committee of Directors and outstanding at any time shall not exceed the sum of Rs. 15,00,00,00,000/- (Rupees Fifteen Hundred Crores only). RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite, incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and required for giving effect to this resolutionSpecial ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentRESOLVED THAT pursuant to the provisions of Sections 196, 203 and any other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with Schedule V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Articles of Association of the Company and in accordance with the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, consent of the Members be and is hereby accorded for the re-appointment of Mr. Vimal Raj Mathur (DIN: 03138072) as Managing Director, designated as Managing Director and Chief Executive Officer of the Company, not liable to retire by rotation, for a period of 5 (five) years commencing from September 7, 2026 to September 6, 2031 ("Term"), upon the terms and conditions set out in the Statement annexed to the Notice convening this Meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure within the overall limits of Section 197 of the Act, as recommended by the Nomination and Remuneration Committee, with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment and terms of remuneration as it may deem fit and in such manner as may be agreed to between the Board and the managing director. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (including the Nomination and Remuneration Committee) be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts that may arise in this regard and to sign and further to execute all the necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.Executive DirectorMr. Vimal Raj Mathur031380722026-09-072031-09-065Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentRESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Schedule V to the Act and the rules made thereunder, as amended from time to time, pursuant to the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), including Regulation 17(1C) thereof, as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the re-appointment of Mr. Sudheep Raj Mathur (DIN: 03138111) as Whole-time Director and Chief Financial Officer of the Company, for a period of 5 (five) years commencing from September 7, 2026 to September 6, 2031 ("Term"), on such terms and conditions, as may be approved by the Board of Directors and set out in the explanatory statement annexed to the Notice convening this General Meeting. RESOLVED FURTHER THAT the Board of Directors, be and is hereby empowered and authorised to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with Ministry of Company Affairs.Executive DirectorMr.Sudheep Raj Mathur031381112026-09-072031-09-065Ordinary ResolutionOthersOthersAppointment of Secretarial AuditorRESOLVED THAT pursuant to the provisions of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) read with Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Act”), thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s Aparna Tripathi & Associates, Company Secretaries (Firm Registration No S2023MH956300), be and is hereby appointed as Secretarial Auditors of the Company for a period of 5 consecutive years, from April 01, 2026 to March 31, 2031 (‘the Term’), on such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors. RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by the Board. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto