Jupiter Infomedia Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 21st (Twenty First) ‘Boards Report, together with the Audited Financial Statements of the Company for the Financial Year ("FY") ended on March 31, 2026.

1. Financial Performance/Highlights of State of Affairs:

The Highlights of the standalone and consolidated financial Statements of the Company for the FY 2025-26 prepared in accordance with Indian Accounting Standards ("Ind AS") are given below:

(In Lakhs)

2. Standalone and Consolidated Financial Statements:

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2026, has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2026. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

3. Dividend

To strengthen the financial position of the Company and immense growth opportunity for the organized service industry in India, the Board of Directors has decided to plough back the profits and do not recommend any dividend for the financial year ended March 31, 2026.

4. Transfer to Reserve

The Board has not proposed to transfer any amount to the General Reserves

5. Material Changes and Commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

The following material changes took place after the close of the financial year:

a) Raising of Funds Through Preferential Issue of Warrants up to Rs. 50 crores.

The Board of Directors of the Company at their Board Meeting held on May 27, 2026 had approved a resolution to raise the funds up to Rs. 50 Crore through issue of warrants on preferential basis. The members of the Company in their general meeting held on 24th June 2026 resolved to raise the funds up to Rs. 49.98 crores by issue of 81,95,000 warrants of Rs. 10/- each on preferential basis at the issue price of Rs. 61/- per warrant.

However, due to unfavourable market conditions, the Board of Directors in their Board Meeting held on 27th August 2026 have resolved to withdraw the application for preferential issue of warrants.

b) Addition in Main Objects of the Company

For the purpose of expansion in the business activity, your company has come up with the new line of businesses and accordingly amended the Object clause of Memorandum of Association of the company.

Now your Company will provide comprehensive IT solutions along with Artificial Intelligence (AI), machine learning, IoT, data analytics and all areas of information technology.

The Company will also promote digitally for sustainability, carbon reduction, and environmental protection through adoption of renewable energy, green hydrogen, and innovative technologies.

c) Alteration of Name Clause of the Company

The Board of Directors of your Company at their meeting held on May 27, 2026 had approved to change the name of the Company from Jupiter Infomedia Limited to Arix Energix Limited. The Members of the Company also passed the resolution for change of Name of the Company in their Extra-Ordinary General Meeting held on June 24, 2026.

The Registrar of Companies, Mumbai I had issued a certificate confirming Change of Name of the Company on 17th July 2026. The Name has been changed in the records of Registrar of Companies. The Company has submitted an application for Change of Name with BSE Limited and Depositories.

d) Alteration of Registered Office Clause of the Company

The Board of Directors of your Company at their meeting held on May 27, 2026 had approved the proposal to change the Registered Office from State of Maharashtra to State of Gujarat. The Members of the Company also passed the resolution for Shifting of Registered office of the Company in their Extra-Ordinary General Meeting held on June 24, 2026.

e) Alteration in Capital Clause of the Company

The Board of Directors of your Company at their meeting held on May 27, 2026 had approved the proposal to alter the capital clause of the company to increase the authorized share capital up to Rs. 20,00,00,000/- divided in to 2,00,00,000 Equity Shares of Rs. 10/- each. The Members of the Company also passed the resolution for increase in authorized share capital in their Extra-Ordinary General Meeting held on June 24, 2026.

f) Re-Classification of Promoters of the company:

The Board of Directors of your Company at their meeting held on May 27, 2026 had approved the Re-Classification of request received from the promoters and promoter group members of the company being (i) Mr. Umesh Vasantlal Modi (ii) Mrs. Manisha Umesh Modi (iii) Mrs. Kusumben Vasantlal Modi and Ms. Aishwarya Umesh Modi.

As the new promoters of the Company acquired the management through open offer approved by SEBI, the Company has not submitted an application for reclassification of old promoters of the Company in to public category.

6. Management Discussion and Analysis report:

A report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 read with Schedule V of SEBI Listing Regulations, forms a part of this Annual Report and is presented separately. The Report is annexed as Annexure I.

7. Corporate Governance Report and Additional Shareholders information:

The Company firmly believes in adhering to Corporate Governance codes to ensure protection of its investors interest as well as healthy and sustainable growth of the Company.

A detailed report on Corporate Governance including the Certificate issued by Company Secretary in Practice, for compliance with conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI LODR Regulations is given in Annexure II to this Report including therein a certificate from a Company Secretary in Practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such statutory authority.

8. Board and Committees:

Meetings of Board of Directors

During the year under review, six (06) meetings of the Board of Directors were held, details of the same are furnished in the Corporate Governance Report forming part of this Report. The Board Meetings were held in accordance with provisions of the Companies Act, 2013 & the relevant rules made there under and SEBI Listing Regulations.

Committees of the Board

The Committees play a vital role in the effective compliance and governance of the Company in accordance with the requirements of the SEBI Listing Regulations, the Act and other applicable provisions.

Your Board has constituted following statutory Committees and they function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof, if any, are given in the Corporate Governance Report, which forms integral part of this Annual Report.

9. Adequacy of Internal Financial Control System:

Internal control is a process for assuring achievement of an organizations objectives in operational effectiveness and efficiency, reliable financial reporting, and compliance with laws, regulations and policies. It is a means by which an organizations resources are directed, monitored, and measured.

The Statutory Auditors of the Company has shown their satisfaction on the Internal Financial Controls established by the Company over Financial Reporting System in compliance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

10. Employees Stock Option Plan:

The Company does not have any active employee stock option plan or employee stock option scheme as on March 31, 2026.

11. Subsidiaries, Associates and Joint Ventures:

Your Company has two material subsidiaries (i) Jineshvar Securities Private Limited ("JSPL") wholly owned subsidiary; and (ii) Netlink Solutions (India) Limited ("NSIL").

JSPL is Wholly Owned Subsidiary Company and a RBI registered Non- Banking Finance Company and engaged in the business of investment in shares and securities to generate good returns on investment.

Further NSIL is a BSE Listed Company and engaged in the business of Web designing, print media and investment of surplus funds in equity shares. The Company is involved in information media (advertisement and exhibition related business), and software development.

Highlights of the performance of subsidiaries and their contribution to the overall performance of the Company during the period under report:

Jineshvar Securities Private Limited (JSPL)

During the year the Total Income of the JSPL has been Rs. 24,072 thousand as compared to previous year total of Rs. 23,730 thousand. JSPL did not made profit this year.

Netlink Solutions India Limited

During the year the Total Income of the NSIL has been Rs. 345.80 Lakhs as compared to previous year total of Rs. 935.94 Lakhs. NSIL has made profit amounting to Rs. 202.93 Lakhs after tax as compared to the previous year profit of Rs. 535.32 Lakhs.

The salient features of financial statement of JSPL and NSIL are given in Form AOC-1 as Annexure - III.

12. Director and Key Managerial Personnel:

As at 31st March 2026, the Board of the Company has total Five Directors comprising of which one Director is designated as Key Managerial Personnel ("KMP"), being the Managing Director,

One Non-Executive Non-Independent Director, and three Independent Directors (including Two-Woman Independent Directors).

Following changes occurred in the directorships / key managerial positions (KMP) of the Company during the FY 2025 26:

In terms of Section 203 of the Act, following are the KMPs of the Company as on March 31, 2026:

Viren Sudhirbhai Bakraniya, Managing Director & CFO

Mitali Khunteta, Company Secretary and Compliance Office

13. Declaration of Independence by the Independent Director and Board opinion:

All Independent Directors (IDs) have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations. All the IDs of the Company have registered their names with the data bank of IDs maintained by the Indian Institute of Corporate Affairs (IICA). Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be anticipated, that could impair or impact their ability to discharge their duties.

The Board opines that all IDs of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI Listing Regulations diligently.

14. Director(s) retiring by rotation at the ensuing Annual General Meeting and whether or not they offer themselves for re-appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Kajal Gopal Baldha (DIN: 07406583), retires at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re appointment under the category of Director retiring by rotation. The Board considering his vast experience, knowledge, expertise, performance, enriched guidance role, recommends the re-appointment of Mrs. Kajal Gopal Baldha as Non-Executive Promoter Director on the Board of the Company.

15. Annual Return:

In accordance with Section 92(3) and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, every company shall place a copy of the annual return on the website of the Company, if any, and the web link of such annual return shall be disclosed in the Boards report. A copy of the Annual return of the Company is available on the website of the Company on https://jupiterinfomedia.com/

16. Nomination & Remuneration Policy (NRC Policy)

The Company has formulated a Nomination and Remuneration Policy ("NRC Policy") in compliance with the provisions of Section 178 of the Companies Act, 2013, read with the applicable rules, and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The primary objective of the NRC Policy is to ensure a transparent, merit based, and structured process for the selection, appointment, and re-appointment of Directors, Senior Management Personnel, and Key Managerial Personnel. The Policy is available on the website of the Company and the web-link for the same is https://jupiterinfomedia.com/

17. Related Party Transaction(s) and Policy:

Your Company has framed a Related Party Transaction Policy in compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, in order to ensure proper reporting and approval of transactions with related parties. All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company. The Policy is available on the website of the Company and the web-link for the same is https://jupiterinfomedia.com/

Furthermore, in accordance with the provisions of Section 134(3) of the Act read with Companies (Accounts) Rules, 2014, the details of material contracts or arrangements or transactions and in form AOC-2 is given in Annexure - IV to this Annual Report.

18. Conservation of Energy

The particulars in respect to conservation of energy as required under Section 134(3)(m) of the Companies Act, 2013 is not applicable to the Company.

19. Technology Absorption

The particulars in respect of R&D/Technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 is not applicable to the company.

20. Foreign Exchange Earnings and Outgo

The particulars in respect of Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 is not applicable to the company, since company has not incurred any foreign exchange.

21. Risk Management:

In a dynamic business environment, risks are inevitable; however, their effective management can transform them into opportunities. We continuously identify, assess, and address potential risks—operational, financial, regulatory, environmental, and strategic—through a structured process aimed at minimising adverse impacts and capitalising on emerging opportunities.

22. Annual Evaluation of Board, its Committees and Individual Directors:

In terms of provisions of the Companies Act, 2013 and Regulation 17(10) read with Regulation 25(4) of SEBI Listing Regulations, the Board is required to conduct an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its committees through questionnaires designed with qualitative parameters and feedback based on ratings.

23. Separate Meeting of Independent Directors:

In compliance with the provision of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors held two (2) meeting during the year on 13.08.2025 and 19.01.2026 and they inter alia:

a) Reviewed the performance of non-independent directors and the Board as a whole;

b) Assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

24. Change in the Nature of Business:

There is no change in the nature of business carried on by your company during the financial year ended March 31, 2026.

The shareholders of the Company in their extra ordinary general meeting held on 24th June 2026, have resolved to add new object clauses in the Clause III[A] of the Memorandum of Association of the Company. The Registrar of Companies has issued certificate confirming change of object on 22.07.2026.

25. Change in Registered Office Address of the Company:

During the FY ended March 31, 2026, there is no change in the registered office of the Company.

The shareholders of the Company in their extra ordinary general meeting held on 24th June 2026, have resolved to shift the registered office of the Company from the state of Maharashtra to the State of Gujarat. The Application is under process with the Regional Director office, Western Region.

26. Details regarding deposits, covered under Chapter V of the Act:

During the FY 2025-26, your company did not accept any deposits nor had any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits), Rules 2014 and as such no amount of principal or interest was outstanding as of the balance sheet date.

27. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company:

During the financial year under review, and up to the date of this Report, there have been no significant or material orders passed by any regulators, statutory authorities, courts, or tribunals which have adversely affected or are likely to adversely affect the Companys going concern status, its business operations, or future financial performance.

28. Vigil Mechanism/Whistle Blower Policy:

Your Company has established a vigil mechanism under Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation which enables the Directors & the Employees report genuine concerns.

The mechanism allows direct access to Chairperson of the Audit Committee and also Managing Director in exceptional cases and provides safeguard against the victimization of whistle blowers. The Company has Whistle Blower Policy for the same and is available on the website of the Company, which can be accessed from the web link https://jupiterinfomedia.com/

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

29. Code of Conduct on Prevention of Insider Trading:

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company.

30. Disclosure under the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary) are covered under this policy. No case has been reported during the year under review.

- Number of complaints of sexual harassment received in the Financial Year 2025-26: NIL

- Number of complaints disposed off during the Financial Year 2025-26: NIL

- Number of cases pending for more than 90 days: NIL

31. Disclosure under the Maternity Benefit Act, 1961:

The Company also remains committed to promoting and supporting the overall wellness of its colleagues by offering robust and differentiated benefits. During the year under review your Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961. Our Company complied with the applicable provisions of the Maternity Benefit Act, 1961.

32. Particulars of Employees and Remuneration:

The Information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure V to this Annual Report.

33. Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013:

Particulars of Loans, Guarantees or investments as required under Section 186 of the Companies Act, 2013 are provided in the Note to accounts forming part of Annual Report.

34. Listing on Stock Exchanges:

The equity shares of your Company are listed on Bombay Stock Exchange Limited (BSE). The annual listing fees for the year 2026-27 have been paid to the Stock Exchange. Also, the Company has duly paid the Depository Fees to National Securities and Depositories Limited ("NSDL") and Central Depository System Limited.

35. Transfer of Shares to the Investor Education and Protection Fund (IEPF):

In accordance with the applicable provisions of the Companies Act, 2013, read with the Companies Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), no amount was required to be transferred to IEPF during the period under review.

36. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year:

There was no application filed or pending under the Insolvency and Bankruptcy Code, 2016 against the company during the year.

37. Auditors:

Statutory Auditors:

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Ladha Singhal & Associates, Chartered Accountants (Firm Registration No. 120241W) were appointed as Companys Statutory Auditors for a period of five years, from FY Year 2022-23 to 2026-27. The financial statements (Standalone and Consolidated) for FY 2025-26 have been audited by M/s. Ladha Singhal and Associates.

Statutory Auditors Report:

The Auditors have audited the standalone and consolidated financial statements of the Company for the FY ended March 31, 2026 and have issued an un-qualified Auditors Report on Standalone and Consolidated Financial Statement.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Malay Desai and Associates (Practising Company Secretaries) to conduct the Secretarial Audit of your Company for the FY 2025-26. The Secretarial Audit Report in form MR-3 is forming part of this Annual Report as Annexure - VI.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, the Material Unlisted Subsidiary of the Company, if any, shall also submit Secretarial Audit Report to the Holding Company.

Secretarial Auditor Qualifications:

Secretarial Auditor of the Company had issued an Un-Modified opinion in their Secretarial Audit Report issued by the Secretarial Auditors of the Company for the F.Y. 2025-26.

38. Details of Fraud Reportable by Auditor:

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Companies Act, 2013.

39. Compliance with the provisions of Secretarial Standards Issued by Institute of Company Secretaries of India:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and during the year under review.

40. Directors Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:

(a) That 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 FY and of the profit and loss of the company for that period;

(c) That 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 have prepared the Annual accounts for the FY ended March 31, 2026 on a going concern basis;

(e) The Directors have 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 have devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were adequate and operating effectively.

Acknowledgement:

The Directors would like to thank all shareholders, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, Bankers, Members, Customers, contractors, suppliers, associates and Employees of the Company for their continued support and trust. Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.