Jupiter Infomedia has received formal requests from its promoter group members seeking reclassification from "Promoter/Promoter Group Category" to "Public Category" following a significant stake sale transaction. The company informed BSE Limited on March 26, 2026, about receiving reclassification requests from Mr. Umesh Vasantlal Modi, Mrs. Manisha Umesh Modi, Mrs. Kusumben Vasantlal Modi, and Ms. Aishwarya Umesh Modi.

Share Purchase Agreement Details

The reclassification request stems from a Share Purchase Agreement executed on April 9, 2025, between the promoter group members and the acquirers. The transaction involved the sale of significant equity stake to new investors, triggering regulatory compliance requirements.

Shareholding Changes

The promoter group's shareholding position has undergone substantial changes following the transaction. Prior to the sale, the reclassification applicants collectively held a controlling stake in the company.

Regulatory Compliance

The transaction triggered an open offer in accordance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011. The promoters have confirmed their compliance with various regulatory requirements for reclassification.

The reclassification applicants have provided undertakings confirming they:

• Hold less than 10% of total voting rights
• Do not exercise control over company affairs
• Have no special rights through formal or informal arrangements
• Are not represented on the board of directors
• Are not acting as key managerial personnel

Impact on Listed Subsidiary

The transaction also affects Netlink Solutions India Limited, a subsidiary of Jupiter Infomedia. Upon completion of the direct acquisition, the subsidiary will be indirectly owned and controlled by the acquirers, resulting in a change of control. While Jupiter Infomedia will continue as a promoter of Netlink, other promoters Mr. Minesh Modi and Mrs. Rupa Modi, who together hold 100 equity shares in Netlink, will cease to be promoters.

Documentation and Process

Company Secretary and Compliance Officer Mitali Khunteta submitted the intimation to BSE Limited, including copies of the reclassification requests and the Letter of Offer. The intention of the promoter group members to be reclassified to "Public Category" was clearly disclosed in the Letter of Offer as required by regulations.

The reclassification request represents a significant corporate restructuring for Jupiter Infomedia, marking the transition from promoter-controlled to professionally managed entity under new ownership structure.

Jupiter Infomedia Limited has completed a comprehensive change in control and management following the acquisition of majority stake by new investors. The Board of Directors, in its meeting held on March 26, 2026, formalized the leadership transition that accompanies the change in ownership structure through an official outcome disclosure to BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acquisition Details and Ownership Transfer

The management change follows a share purchase agreement dated April 9, 2025, through which Arix Capital Limited and Kajal Gopal Baldha collectively acquired 51,10,000 equity shares representing approximately 51.00% of the voting share capital. The acquisition was completed through a subsequent open offer to public shareholders in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Leadership Resignations

As part of the management transition, the Board took note of resignations from existing promoter directors and key management personnel effective March 26, 2026. The resignations were submitted in accordance with the terms of the share purchase agreement and represent the final step in the change of control process.

With these resignations, Umesh Vasantlal Modi, Manisha Umesh Modi, Kusumben Vasantlal Modi, and Aishwarya Umesh Modi fully cease to hold any direct or indirect control or management over the company's affairs.

New Board Appointments

The Board approved the appointment of new directors to reflect the changed ownership structure. Based on recommendations from the Nomination and Remuneration Committee and Audit Committee, the following appointments were made effective March 26, 2026:

New Leadership Profiles

Viren Bakraniya brings over four years of post-qualification experience as a qualified Chartered Accountant in finance, taxation, and financial strategy. Currently serving as Director at Arix Capital Limited, he has previously worked with Ernst & Young in Corporate & International Tax, Reliance Industries in Financial Planning & Analysis, and Onix Renewable in Investor Relations.

Kajal Baldha serves as Promoter and Director of Arix Capital Limited since its incorporation, bringing over 10 years of experience in services, advisory, and consultancy businesses. She holds a Bachelor of Science degree from Veer Narmad South Gujarat University (2006) and has been serving as Director at Arix Capital Limited since April 2019.

Promoter Reclassification

The Board approved the reclassification request from the outgoing promoter group, seeking to move from "Promoter/Promoter Group Category" to "Public" category under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board noted that all criteria for reclassification have been fulfilled, subject to requisite approvals from the Stock Exchange.

The comprehensive management transition marks the completion of the change in control process initiated through the share purchase agreement and subsequent open offer under SEBI regulations.