Jupiter Infomedia Limited, a company listed on the Bombay Stock Exchange (BSE: 534623), held its 20th Annual General Meeting (AGM) on September 25, 2025, through video conferencing. The meeting saw shareholders approving several significant appointments and resolutions, marking a new chapter in the company's corporate governance.

New Independent Directors Join the Board

In a move to strengthen its leadership, Jupiter Infomedia's shareholders approved the appointment of two new Non-executive Independent Directors:

1. Ms. Dipika Pradeep Soni (DIN: 08846908): A Fellow Member of the Institute of Company Secretaries of India, Ms. Soni brings over a decade of experience to the board. She is the founder of Dipika Soni & Associates, specializing in Company Law and Securities Laws.

2. Mr. Konark Piyushbhai Patel (DIN: 10832659): A practicing Company Secretary, Mr. Patel brings expertise in corporate compliance, project finance, and government subsidy-related matters.

Both directors have been appointed for a five-year term commencing September 1, 2025.

Secretarial Auditor Appointment

The shareholders approved the appointment of M/s. Malay Desai & Associates (ICSI Firm Registration No. S2022GJ877200) as the company's Secretarial Auditors for a five-year term from April 1, 2025, to March 31, 2030. The firm specializes in Company Law, Securities Laws, Corporate Governance matters, and Capital Market Transactions.

Other Key Resolutions

1. Re-appointment of Mrs. Manisha Modi (DIN: 02057625) as a director, who was retiring by rotation.
2. Approval of remuneration for Mr. Umesh Modi, the Managing Director (DIN: 01570180).
3. Adoption of the company's standalone and consolidated financial statements for the year ended March 31, 2025.

E-Voting Results

The e-voting results revealed strong shareholder support for all resolutions:

The AGM, attended by 41 shareholders through video conferencing, concluded with the Chairman, Mr. Umesh Modi, thanking the members for their participation and support.

These appointments and resolutions reflect Jupiter Infomedia's commitment to maintaining strong corporate governance practices and bringing diverse expertise to its board as the company moves forward in its growth journey.

Jupiter Infomedia Limited is set to undergo a significant change in ownership as Arix Capital Limited and Mrs. Kajal Gopal Baldha have announced an open offer to acquire a substantial stake in the company. The move comes as part of a larger acquisition strategy that includes purchasing shares from existing promoters.

Open Offer Details

Arix Capital Limited and Mrs. Kajal Gopal Baldha have launched an open offer to acquire up to 26,05,200 shares, representing 26% of Jupiter Infomedia's voting share capital. The offer is priced at Rs. 52.00 per share, payable in cash. Assuming full acceptance, the maximum consideration for this public offer amounts to Rs. 13.55 crore.

Acquisition from Existing Promoters

Prior to the open offer, the acquirers have entered into an agreement to purchase a 51% stake from the existing promoter shareholders. This agreement, dated April 9, 2025, involves the following parties:

1. Mr. Umesh Vasantlal Modi
2. Mrs. Manisha Umesh Modi
3. Mrs. Kusumben Vasantlal Modi

The acquisition from the promoters is set at Rs. 50.00 per share, totaling Rs. 25.55 crore for 51,10,000 shares representing 51% of the voting share capital.

Offer Management and Compliance

Swaraj Shares and Securities Private Limited has been appointed as the manager for this open offer. The offer is being made in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

Public Announcement and Timeline

As part of the regulatory process, a pre-open offer advertisement has been published on August 18, 2025, in multiple newspapers including:

• Financial Express (English daily, all editions)
• Jansatta (Hindi daily, all editions)
• Mumbai Lakshadeep (Marathi daily, Mumbai edition)

This public announcement serves to inform shareholders and the market about the impending open offer and its terms.

Implications for Shareholders

The open offer provides an opportunity for public shareholders of Jupiter Infomedia to sell their shares at Rs. 52.00 per share, which is Rs. 2.00 higher than the price agreed with the existing promoters. This premium may incentivize shareholders to participate in the offer.

The proposed acquisition, if successful, will result in a significant shift in the ownership structure of Jupiter Infomedia, with Arix Capital Limited and Mrs. Kajal Gopal Baldha potentially controlling up to 77% of the company's voting share capital.

Shareholders and potential investors are advised to carefully consider the terms of the open offer and seek independent financial advice if necessary before making any decisions regarding their holdings in Jupiter Infomedia.