Jupiter Infomedia Limited has announced significant leadership changes at its material subsidiary following a major ownership transition. The company disclosed the resignation of two whole-time directors from Netlink Solutions (India) Limited's board, marking the completion of a substantial acquisition process.

Director Resignations at Material Subsidiary

The Board of Directors of Netlink Solutions (India) Limited took note of the resignations of two key executives effective March 26, 2026:

Both directors tendered their resignations due to the change in management and control following the completion of an open offer under SEBI takeover regulations. With these resignations, they will also cease to be members of all Board committees where they previously served.

Open Offer Details and Acquisition Structure

The resignations stem from a comprehensive acquisition process involving three acquirers who made an open offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

The open offer targeted 26.00% of the voting share capital of Netlink Solutions (India) Limited. This acquisition arose from the indirect acquisition of voting rights and control over Netlink pursuant to the acquisition of 51.00% of Jupiter Infomedia Limited's paid-up equity share capital by the acquirers under a share purchase agreement.

Regulatory Compliance and Impact

The transaction was conducted in accordance with Regulations 3(1), 4 and 5(1) of the SAST Regulations. The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reflecting the company's commitment to transparent communication with stakeholders.

With the completion of these resignations, Mr. Minesh Vasantlal Modi and Mrs. Rupa Minesh Modi fully cease to hold any direct or indirect control or management over the affairs of Netlink Solutions (India) Limited. This represents a complete transition of management control at the material subsidiary level.

Corporate Structure Changes

The development marks a significant shift in the corporate structure of Jupiter Infomedia's subsidiary operations. Netlink Solutions (India) Limited, being a material subsidiary, plays an important role in the group's overall business operations. The change in management control through the open offer process ensures compliance with takeover regulations while facilitating the ownership transition.

The disclosure was signed by Mitali Khunteta, Company Secretary and Compliance Officer, demonstrating proper corporate governance procedures in communicating these material changes to the stock exchange and investors.

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.