Jupiter Infomedia Ltd Directors Report

To,

Dear Shareholder(s),

Your Directors have the pleasure in presenting the Twentieth (20th) Annual Report of your Company (Jupiter Infomedia Limited) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor s Report for the year ended March 31, 2025 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.

Corporate Overview

The Company was incorporated in 2005 and is a web-infomedia company which has created the largest knowledge system for Indian SMEs. The company with over a decades experience in e-commerce manages three leading verticals creating outstanding content to offer most authentic and unbiased information. The Company is listed on BSE Limited since 2012 and has its registered office at Mumbai.

Financial Summary and Highlights

The Company s financial performances for the year under review along with previous year s figures are given hereunder:

Particulars	Standalone		Consolidated
	For the Financial year ended 31-03-2025	For the Financial year ended 31-03-2024	For the Financial year ended 31-03-2025	For the Financial year ended 31-03-2024
Total Income	11790	12082	119353	165284
Total Expenditure	(4511)	(24682)	(41019)	(50353)
Profit/ (Loss) Before Depreciation and Tax	7279	(12600)	78334	114931
Less: Deprecation	(644)	(885)	(3668)	(3575)
Net Profit/ (Loss) before Tax	6635	(13485)	74666	111356
Tax Expense:
Income Tax- Current Tax	(99)	-	(19698)	(14883)
Income Tax-Earlier year	-	-	(29)	335
Deferred tax Charges/(Credit)	(1237)	(1274)	1199	(6678)
Net Profit after Tax	5299	(14759)	56138	90131

During the year under review, no revision was made in the previous financial statements of the Company.

Standalone and Consolidated Financial Statements

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2025, 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 Company s state of affairs, profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

Reserves

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

Dividend

The Board has not recommended any dividend for the financial year 2024-2025 in order to conserve its profits.

Transfer of unclaimed dividend to Investor Education and Protection Fund

The company has transferred dividend of Rs.770.09 lying in the Unpaid/ Unclaimed Dividend Account to the IEPF

Authority and the Company has uploaded the details of such unclaimed dividend amounts on the Company s website at https://jupiterinfomedia.com/investors.htm

Further and currently there is no unpaid dividend amount laying in any of its dividend account.

The Company has appointed a Nodal Officer under the provisions of the IEPF Rules and the details of which are available on the Company s website at https://www.jupiterinfomedia.com/investors.html

State of Company s Affairs, Review of Business Operations and Future Prospects

The Company s Total Income for the year ended March 31, 2025, has been Rs. 11790 in thousands as compared to previous year total income of Rs. 12,082 in thousands. The net profit after tax of the Company for the year ended March 31, 2025, amounted to Rs. 5299 in thousand as compared to the net loss after tax of Rs. (14759) in thousand, incurred in the previous year.

During the year under review, there has been no change in the nature of business of your Company.

Deposits

Your Company has not accepted any deposits from the public or its employees during the year under review.

Material Changes and Commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report. There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statement relates and the date of the report.

Open Offer point details

The Company has received the Public Announcement dated April 9, 2025 and Corrigendum to The Public Announcement dated April 16, 2025 about the Open Offer to the Public Shareholders of the Company on behalf of M/s Arix Capital Limited, (Acquirer 1), and Mrs. Kajal Gopal Baldha, (Acquirer 2). (hereinafter the " Acquirers " ) of 26,05,200 fully paid-up equity shares of the Target Company having a face value of INR 10 representing 26.00% of Voting Share Capital of the Company. The Open Offer has been made pursuant to and in compliance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ( " SAST Regulations " ). Detailed Public Statement dated April 19, 2025 and published on April 21, 2025, and Draft Letter of Offer dated April 28, 2025.

The Board of Directors of the Company constituted a Committee of Independent Directors ( " Committee " ) as required under Regulation 26(6) of SAST Regulations. The Committee is mandated to provide its written reasoned recommendations on the open offer to the shareholders of the target company publishing the same as per Regulation 26(7) of the SAST Regulations at an appropriate time. The Committee provided its reasoned recommendations on the open offer at the meeting held on August 13, 2025 and published the same on August 14, 2025 in the same newspapers where the public announcement of the open offer was published.

Other Disclosures a. Share Capital The issued, subscribed, and paid-up Share Capital of the Company stood at Rs. 10,02,00,000 as of March 31, 2025, comprising of 1,00,20,000 Equity Shares of Rs. 10 each fully paid-up.

There was no change in Share Capital during the year under review.

b. Employee Stock Options Scheme

During the year under the review the Company has not issued any Shares pursuant to the Employee Stock Options Scheme.

c. Equity Shares with Differential Rights

During the year, under the review the Company has not issued any Shares with Differential Rights.

d. Sweat Equity Shares

During the year, under the review the Company has not issued any Sweat Equity Shares.

Subsidiary, Joint Venture and Associate Companies

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.

Performance of the Subsidiaries

Jineshvar Securities Private Limited (JSPL)

During the year the Total Income of the JSPL has been Rs. 23,730 thousands as compared to previous year total of Rs. 28,552 thousand. JSPL has made profits amounting to Rs. 7,068 thousand as compared to the previous year loss of Rs 12,900 thousands.

Netlink Solutions India Limited

During the year the Total Income of the NSIL has been Rs. 935.94 Lakhs as compared to previous year total of Rs. 1251.51 Lakhs. NSIL has made profit amounting to Rs. 535.32 Lakhs after tax as compared to the previous year profit of Rs 919.90 Lakhs.

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

Management Discussion and Analysis Report

In accordance with Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report as Annexure - II.

Corporate Governance

A report on Corporate Governance along with a certificate from the Secretarial Auditor of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure -III.

Corporate Social Responsibility (CSR)

The provisions related to Corporate Social Responsibility are not applicable to the company.

Directors and Key Managerial Personnel Directors

The Board Comprises of Mr. Umesh Modi, Chairman and Managing Director, Mrs. Manisha Modi, Whole-Time Director and Chief Financial Officer; and Mr. Jay Desai, Mr. Anilkumar Agrawal and Mr. Bhumika Ranpura are the Non-Executive Independent Directors of the Company.

Second term of Mr. Digesh Rambhia (DIN: 01332484) and Mr. Akshay Desai (DIN : 07110316) as an Independent Directors ended on September 11, 2024 and March 16, 2025 respectively. The Board of Directors places on record their deep sense of appreciation for the valuable contribution, insight and guidance provided during their long association with the Company.

Mrs. Bhumika Ranpura (DIN: 10791301) was appointed as Additional Directors (Non-Executive Independent) of the Company w.e.f. March 15, 2025 and was further regularised as a Non-Executive Independent Director, for a term of 5

(Five) years commencing from March 15, 2025 to March 14, 2030 by passing special resolutions by the shareholders through Postal ballot on June 04, 2025.

The Board of Directors, at its meeting held on September 1, 2025, has, based on the recommendation of the Nomination and Remuneration Committee ( " NRC " ), subject to the approval of members of the Company, appointed Ms. Dipika

Pradeep Soni (DIN: 08846908) and Mr. Konark Piyushbhai Patel (DIN: 10832659), as an Additional Directors, designated as an Independent Directors of the Company to hold office for a term of 5 (five) consecutive years with effect from September 1, 2025 to August 31, 2030 (both days inclusive).:

None of the Directors of the Company have resigned during the year under review.

Retirement by rotation

In terms of provisions of Section 152(6) of the Act, Mrs. Manisha Modi (DIN : 02057625), Whole-Time Director and Chief Financial Officer of the Company, being longest in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Key Managerial Personnel

Mr. Umesh Vasantlal Modi, Chairman and Managing Director, Mrs. Manisha Umesh Modi, Chief Financial Officer and Ms. Mitali Khunteta, Company Secretary are the Key Managerial Personnel of the Company.

Receipt of any commission by MD / WTD from Company or for receipt of commission/ remuneration from its holding or Subsidiary Company During the year under review, the Company or its Subsidiaries has not paid any commission to any of the directors of the Company. The Company has two subsidiaries namely Jineshvar Securities Private Limited, Wholly Owned Subsidiary and Netlink Solutions (India) Limited, Subsidiary Company.

Board Evaluation

Pursuant to provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. Evaluation was done by the Chairman of the Nomination and Remuneration Committee. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the Directors to discharge their duties; Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its committees amongst its members with the Company and its management and that they are fully satisfied with the same.

Separate Meeting of the 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 one (1) meeting during the year on January 20, 2025 and they, inter alia: i. Reviewed the performance of non-independent directors and the Board as a whole; ii. Reviewed the performance of the Chairperson of the Company; iii. Assessed the quality, quantity and timeliness of flow of information between the Company s 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.

Declaration of Independent Directors

The Company has received necessary declaration from each Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ( IICA ). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) year from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the Independent Directors of the Company meet the criteria specified for exemption and hence none of the Independent Directors are required to undergo the online proficiency self-assessment test as conducted by IICA.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Bank.

Familiarisation Programme for Independent Directors

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with other details as required pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company at https://jupiterinfomedia.com/investors.htm.

Meetings

The Board met 6 times during the financial year.

During the year under review the Board of Directors met 6 (Six) times on May 8, 2024, August 12, 2024 , September 03, 2024, November 14, 2024, February 10, 2025 and March 13, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards on Board Meetings and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

The 19th Annual General Meeting (AGM) of the Company was held on September 30, 2024.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards read had been followed and there are no material departures from the same; (b) they have 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 as at March 31, 2025 and of the profit of the Company for year ended on that date; (c) they have 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 annual accounts have been prepared 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; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in compliance with the same.

Internal Financial Controls and their Adequacy

The Company has in place adequate internal financial control with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. Further details are provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

Composition of Audit Committee

As on March 31, 2025 the Audit Committee comprises Mr. Jay Ishwarlal Desai, Mr. Anilkumar Agrawal, Mr. Umesh Vasantlal Modi and Mr. Bhumika Ranpura . The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to provisions of the Companies Act, Mr. Digesh Rambhia completed his second term as an Independent Director of the Company and from the Board of the Company w.e.f. September 12, 2024 and Mr. Anil Agarwal, Independent Director of the Company has been inducted as a member of the Audit Committee w.e.f. September 12, 2024.

Further Mr. Akshay Desai, Cchairman of Audit Committee completed his second term as an Independent Director of the Company and thereafter retiring from the Board of the Company w.e.f. March 17, 2025 and Ms. Bhumika Ranpura, Independent Director of the Company has been inducted as a member of the Audit Committee and Mr. Jay Ishwarlal Desai was designated as Audit Committee, Chairman w.e.f. March 17, 2025.

The Board accepted all recommendations of the Audit Committee made from time to time. The details of the Committee along with their composition, number of meetings and attendance at the meeting as set out in Report on Corporate Governance of this Annual Report.

Composition of Nomination and Remuneration Committee

As on March 31, 2025 the Nomination and Remuneration Committee consists of three (3) Independent Directors Mr. Mr. Jay Ishwarlal Desai, Mr. Anilkumar Agrawal and Mr. Bhumika Ranpura. The role, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to provisions of the Companies Act Mr. Digesh Manilal Rambhia completed his second terms as an Independent Director of the Company, and thereafter retiring from the Board of the Company w.e.f. September 12, 2024 and Mr. Anil Agarwal, Independent Director of the Company has been inducted as a member of the Nomination and Remuneration Committee w.e.f. September 12, 2024.

Further Mr. Akshay Desai, chairman of Nomination and Remuneration Committee completed his second term as an Independent Director of the Company and thereafter retiring from the Board of the Company w.e.f. March 17, 2025 and Ms. Bhumika Ranpura, Independent Director of the Company has been inducted as a member of the Nomination and Remuneration Committee and Mr. Jay Ishwarlal Desai was designated as Nomination and Remuneration Committee, Chairman w.e.f. March 17, 2025.

The constitution and terms of reference are in compliance with the provisions of the Act and the applicable regulations of SEBI Listing Regulations and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The details of the Committee along with their composition, number of meetings and attendance at the meeting as set out in Report on Corporate Governance of this Annual Report.

Composition of Stakeholders Relationship Committee

As on March 31, 2025 the Stakeholders Relationship Committee comprises of Mr. Jay Ishwarlal Desai, Mr. Anilkumar Agrawal and Mr. Umesh Vasantlal Modi. Mr. Akshay Chotubhai Desai is the Chairman of the Committee.

Pursuant to provisions of the Companies Act Mr. Digesh Manilal Rambhia completed his second terms as an Independent Director of the Company, and thereafter retiring from the Board of the Company w.e.f. September 12, 2024 and Mr. Anil Agarwal, Independent Director of the Company was inducted as a member of the Stakeholders Relationship Committee w.e.f. September 12, 2024.

Further Mr. Akshay Desai, chairman of Stakeholders Relationship Committee completed his second term as an Independent Director of the Company and thereafter retiring from the Board of the Company w.e.f. March 17, 2025 and Mr. Jay Ishwarlal Desai, Independent Director of the Company inducted as a Chairman of the Stakeholders Relationship Committee w.e.f. March 17, 2025.

The constitution and terms of reference are in compliance with the provisions of the Act and the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the Committee along with their composition, number of meetings and attendance at the meeting as set out in Report on Corporate Governance of this Annual Report.

Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the

Company s policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link: https://www.jupiterinfomedia.com/investors.htmlhttps://www.jupiterinfomedia.com/investors_info.html.

Policies on Appointment of Directors and Remuneration of Directors, Key Managerial Personnel and Employees

In accordance with the provisions of section 134(3)(e) of the Companies Act, 2013 ( " the Act " ) read with section 178(2) of the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.

Your Company has also adopted the Policy on Remuneration of Directors, Key Managerial Personnel and Employees of the Company in accordance with the provisions of sub-section (4) of section 178, and the same are appended as Annexure IV-A and Annexure IV-B and form part of this Report.

The aforesaid policies are also available on the website of the Company at the weblink: https://www.jupiterinfomedia.com/investors.htmlhttps://www.jupiterinfomedia.com/investors_info.html

Receipt of any commission by MD / WTD from Company or from its holding or subsidiary Company

The Company has not paid any commission to any of its Directors. The Managing Director & Whole-Time Director draw remuneration only from the Company and do not receive any remuneration or commission from any of its subsidiary companies. Further, none of the subsidiaries of the Company has paid any commission/remuneration to any of the Directors of the Company.

Particulars of Remuneration of Employees and Other Required Disclosures

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in AnnexureV.

Risk Management

The Company has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

Statutory Auditors

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Ladha Singhal and Associates, Chartered Accountants (ICAI Firm Registration No. 120241W) were appointed as Statutory Auditors for a term of five consecutive years from the conclusion of Annual General Meeting held on September 22, 2022 until the conclusion of Annual General Meeting to be held in the year 2027.

The Auditors Report on the financial statements of the Company for the year ending March 31, 2025, is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the annual report.

Secretarial Auditor

The Board appointed Ms. Disha Kacholia ( Membership no. 46783 and Certificate of Practice No. 17314), Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith and marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Secretarial Audit of Material Unlisted Indian Subsidiary

Jineshvar Securities Private Limited (JSPL) is a Material Unlisted Subsidiary Company of the Jupiter.

Secretarial Audit Report of the JSPL pursuant to requirement under Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and marked as Annexure VII.

Secretarial Compliance Report of Jupiter Infomedia Limited for the year ended March 31, 2025

As per Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular dated February 08, 2019; the listed entities are required to submit the Annual Secretarial Compliance Report with the exchange within sixty days of the end of the year. The same was submitted to the Stock Exchange(s) within the stipulated date and a copy of the same is hosted at our website at https://www.jupiterinfomedia.com/investors_announcements.html

The Annual Secretarial Compliance Certificate is annexed herewith and marked as Annexure - VIII

Certificate from Company Secretary in Practice regarding Non-Debarment and Non-Disqualification of Directors A certificate from Company Secretary in Practice certifying that none of the Directors on the Board of the Company as on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Director of companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority, is annexed herewith and marked as Annexure IX.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Of cers or Employees to the Audit Committee under section 143(12) of the Companies

Act, 2013, details of which needs to be mentioned in this Report.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

There was no guarantee given by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of investments made and Loan given are provided in the financial statement (Please refer to Note no. 6 and 7 respectively to the Standalone Financial Statement).

Contracts and Arrangements with Related Parties Transactions

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company s Policy on Materiality and Dealing with Related Party

Transactions and applicable provisions of the SEBI Listing Regulations, if any, and the Companies Act, 2013

Your Company undertakes various transactions with related parties in the ordinary course of business. All transactions entered with related parties during the year under review were on arm s length basis and in the ordinary course of business.

Your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e., Policy on Materiality of and Dealing with Related

Party Transactions ( " RPT Policy " ). The particulars of every contract or arrangements entered by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm s length transactions under third proviso is disclosed in Form No. AOC-2 appended as Annexure-X to the Board s Report.

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company at: https://www.jupiterinfomedia.com/investors.html https://www.jupiterinfomedia.com/investors_info.html

Your directors draw the attention of the Members to Note No. 30 to the Standalone Financial Statements which sets out related party disclosure.

Explanation or Comments on Qualifications, Reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports. There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Secretarial Auditor in their respective reports.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith and forms part of this report as Annexure XI.

Copy of Annual Return

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014, as amended vide MCA notification dated August 28, 2020, a copy of the Annual Return is available on https://www.jupiterinfomedia.com/investor_financials.html

Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.

General

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market since the listing of the Company s equity shares.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operation in future.

During the year under review, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. The Company has no borrowings as on March 31, 2025, and hence, the requirement of providing details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks/ financial institutions along with the reasons thereof is not applicable to the Company.

Disclosure of Accounting Treatment in preparation of Financial Statements

The financial statements have been prepared in accordance with Indian Accounting Standards ( " IndAS " ) per the

Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act.

Sexual Harassment

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. Details of complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 for the FY 2024-25 are as follows: (a) Number of complaints of sexual harassment received in the year: Nil (b) Number of complaints disposed off during the year: Nil (c) Number of cases pending for more than ninety days: Nil

The provisions relating to the constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made are not applicable to the company as the number of employees of the Company are less than 10.

Maternity Benefit

The provisions of the Maternity Benefit Act, 1961 and rules made thereunder are not applicable to the company as the number of employees of the Company are less than 10.

Cautionary statement:

Certain statements in the Directors Report describing the Company s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the

Company s operations include labour and material availability, and prices, cyclical demand and pricing in the Company s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Appreciation and 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.