The Directors are pleased to present the 49^th Annual Report and Audited Standalone and Consolidated Financial Statements of
Jagran Prakashan Limited (“JPL” / “the Company”) for the financial year ended on March 31, 2025.

1. COMPANY OVERVIEW:

JPL is a media conglomerate with interests spanning across printing and publication of Newspapers & Magazines, FM Radio,
Digital, Outdoor Advertising and Promotional Marketing, Event Management and Activation businesses. The details of the
Group’s businesses are provided in the Annual Report of the Company.

JPL has two (2) subsidiary companies viz. Music Broadcast Limited and Midday Infomedia Limited, and three (3) associates,
viz., X-pert Publicity Private Limited, Leet OOH Media Private Limited and MMI Online Limited (collectively called the “Group”).
The financial statements of the subsidiaries and the share of profit/loss of associate companies have been accounted in the
consolidated financial statements. For further details, please refer point 14 - Subsidiaries, Associates, Joint Ventures and
Consolidated Financial Statements of this report.

2. FINANCIAL RESULTS:

The summarized standalone and consolidated financial results of the Company along with appropriation to reserves for the
financial year ended March 31, 2025 as compared to the previous year are detailed below:

3. FINANCIAL HIGHLIGHTS AND STATE OF
COMPANY’S AFFAIRS
CONSOLIDATED:

The consolidated turnover of the Group was '1,88,813.14
Lakhs for the year ended March 31, 2025 as compared to
'1,93,391.45 Lakhs in the previous year. Profit for the year
ended March 31, 2025 was '9,393.46 Lakhs as compared
to '16,491.60 Lakhs in the previous year. The EPS was
'6.02 for the year ended March 31, 2025 as compared
to '8.44 in the previous year.

STANDALONE:

The turnover of the Company was '1,58,983.96 Lakhs
for the year ended March 31, 2025 as compared to
'1,64,067.31 Lakhs in the previous year. Net profit for
the year ended March 31, 2025 was '21,111.61 Lakhs as
compared to '24,452.07 Lakhs in the previous year. The
EPS was '9.70 for the year ended March 31, 2025 as
compared to '11.23 in the previous year.

For a detailed analysis of the financial performance of the
Group, refer to the Report on Management Discussion
and Analysis, forming part of the Annual Report.

4. DIVIDEND:

Considering the financial performance and keeping in line
with its policy of rewarding the shareholders, the Board of
Directors, at its meeting held on May 24, 2025 declared
interim dividend of '6/- on equity shares of the Company
(i.e. 300% on face value of '2/- per equity share) for the
financial year 2024-25.

The interim dividend/recommended is in accordance with
the Company’s Dividend Distribution Policy. The said
policy is available on the Company’s corporate website
at:

https://iplcorp.in/new/pdf/dividend_distribution_policy.

pdf

5. DEPOSITS:

The Company has not accepted any deposit from public/
shareholders in accordance with the provisions of Section
73 of the Companies Act, 2013 (“the Act”) read with the
Companies (Acceptance of Deposits) Rules, 2014 and as
such, no amount on account of principal or interest on
public deposits was outstanding as on the date of the
Balance Sheet.

6. CREDIT RATING:

The details of credit rating re-affirmed by CRISIL Limited on July 05, 2024 is detailed as under:

The ratings assigned to the Company indicate high degree of safety regarding timely servicing of financial obligations. The
key strengths which are reflected in the Company’s ratings are the continued leadership position of the flagship daily, Dainik
Jagran, healthy market position in the radio business and strong growth in OOH, events and digital segment and a strong
financial risk profile, coupled with strong liquidity.

Details of credit rating are also uploaded on the Company’s corporate website at
https://jplcorp.in/new/pdf/JPLUPDATEINCREDITRATING05072024.pdf

7. NON CONVERTIBLE DEBENTURES:

During the year under review, the Company had redeemed the remaining 750 non-convertible debentures (“NCDs”) on
April 26, 2024 out of 1500 NCD issued on April 27, 2020.

8. DETAILS OF CHANGE IN DIRECTORS AND KEY

MANAGERIAL PERSONNEL:

i) In accordance with the provisions of the Act and
Articles of Association of the Company, Mr. Sandeep
Gupta (DIN: 00038410), Whole-time Director and
Mr. Satish Chandra Mishra (DIN : 06643245), Whole¬
time Director are the Directors liable to retire by
rotation in the ensuing 49^th Annual General Meeting
(“49^th AGM”) and being eligible, have offered
themselves for re-appointment.

ii) At the 48^th Annual General Meeting held on
September 24, 2024 (“48^th AGM”), following items
were transacted:

a. the members had approved the continuation of
holding of office by Mr. Devendra Mohan Gupta
as the Non-Executive Director of the Company.

b. Mr. Satish Chandra Mishra (DIN: 06643245),
was re-appointed as Whole-time Director of
the Company liable to retire by rotation, for
a further period of 3 years with effect from
January 01, 2025.

c. Six (6) Independent Directors retired from
directorship owing to completion of their tenure
viz. Mr. Anuj Puri, Mr. Dilip Cherian, Mr. Jayant
Davar, Mr. Ravi Sardana, Mr. Shashidhar Sinha,
and Mr. Vijay Tandon, post the conclusion of the
48^th AGM. The Board places on record its deep
appreciation for the invaluable contributions,
guidance and services rendered by the
Directors during their tenure as Independent
Directors of the Company.

d. During the year under review, the Members
approved the appointment of six (6) new
Independent Directors in the 48^th AGM viz.
Ms. Anita Nayyar, Mr. Hormusji N. Cama,
Ms. Kemisha Soni, Mr. Pramod Agarwal,
Mr. Shaalin Tandon and Mr. Tarun Sawhney.
Further, two (2) Independent Directors viz.
Ms. Divya Karani and Mr. Shailendra Swarup
were re-appointed to hold office for a second
term of five (5) consecutive years from the
conclusion of the 48^th AGM up to the conclusion
of the Annual General Meeting of the Company
to be held in the calendar year 2029.

9. DECLARATION OF INDEPENDENCE BY
INDEPENDENT DIRECTORS:

Necessary declarations from the Independent Directors
were received that he/she meets the criteria of
independence as laid out in the provisions of Section
149(6) of the Act and the provisions of Regulations 16(1)
(b) of the Listing Regulations, in accordance with the
provisions of Section 149(7) of the Act read with the
Code of Conduct as specified in Schedule IV to the
Act, and the provisions of Regulations 16(1 )(b) and 25(8)
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).

In the opinion of the Board, the Independent Directors
fulfill the criteria of independence and there has been no
change in the circumstances which may affect their status
as Independent Directors of the Company. The Board
is satisfied of the integrity, expertise, and experience
(including proficiency in terms of the provisions of Section
150(1) of the Act and applicable Rules made thereunder)
of all Independent Directors.

Further, in accordance with the provisions of Section 150
of the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended,
Independent Directors had taken requisite steps to
include their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate
Affairs.

Disclosure regarding the skills/expertise/competence
possessed by the Directors is given in detail in the Report
on Corporate Governance forming part of the Annual
Report.

10. ANNUAL EVALUATION OF THE BOARD OF
ITS OWN PERFORMANCE, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS (INCLUDING
CHAIRMAN OF THE COMPANY):

In accordance with the evaluation framework in
compliance with the requirements of the Act, Listing
Regulations, read with the Guidance Note on Board
Evaluation issued by SEBI and as set out by the Nomination
and Remuneration Committee of the Board of Directors
of the Company, a formal annual performance evaluation
was carried out by the Board of (i) its own performance;
(ii) individual Directors; (iii) Chairman of the Company; and
(iv) Committees of Board.

The Evaluation was conducted through questionnaire
designed with qualitative parameters and feedback based
on ratings with the help of an independent professional
agency of international repute to ensure independence,
confidentiality and neutrality.

Evaluation of the Board was done on key attributes
such as composition, administrative, strategic, corporate
culture, effective participation and corporate governance/
compliance framework and Parameters for evaluation of
Directors included constructive participation in Meetings
and engagement with colleagues on the Board. Similarly,
Committees were evaluated on parameters such as
understanding its mandate and accordingly discharging
its duties and providing adequate oversight on key
areas. The Non-Executive Chairman was evaluated on
leadership and overall effectiveness in managing affairs
of the Company, ensuring corporate governance and
carrying out duties as entrusted by the Board.

Responses submitted by Board members were collated,
analyzed and improvement opportunities were noted by
the Board to optimize its overall effectiveness.

11. COMMITTEES OF THE BOARD:

The Board has constituted various committees viz.
Audit Committee (“AC”), Nomination and Remuneration
Committee (“NRC”), Stakeholders Relationship
Committee (“SRC”), Corporate Social Responsibility
Committee (“CSR”) and Risk Management Committee
(“RMC”) in compliance with the requirements of the
relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles,
terms of reference, policies, dates of meetings conducted
and attendance thereon etc. of the Committees are given
in detail in the Report on Corporate Governance forming
part of the Annual Report.

12. NOMINATION AND REMUNERATION POLICY:

In accordance with Section 134(3)(e) of the Act read with
the applicable provisions of the Listing Regulations, the
Nomination and Remuneration Policy is annexed hereto
as Annexure-I, and is also uploaded on the Company’s
corporate website at https://jplcorp.in/new/pdf/NRC
Policy_Final.pdf

13. MEETINGS OF THE BOARD:

Five (5) meetings of the Board of Directors were held
during the year. Further details are given in the Report on
Corporate Governance forming part of the Annual Report.

14. SUBSIDIARIES, ASSOCIATES, JOINT VENTURES
AND CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Ind-AS 110- Consolidated Financial
Statements read with the Ind-AS 28- Investments
in Associates and Joint Ventures notified under the
provisions of Section 133 read with Section 129(3) of the
Act and applicable provisions of the Listing Regulations,
the Audited Consolidated Financial Statements are
provided in the Annual Report.

The financial statements of the following Subsidiaries and
share in Profit / Loss of the following Associates have
been consolidated into the financial statements of the
Company:

Details of transactions with subsidiaries and associates
are provided in Note No. 28 to the standalone financial
statements.

At any time after the closure of the financial year and till
the date of the Report, the Company has not acquired
or formed any new subsidiary, associate or joint venture.

The Policy for Determining Material Subsidiaries as
approved by the Board is uploaded on the Company’s
corporate website at

https://iplcorp.in/new/pdf/POLICY FOR
DETERMINING_MATERIAL_SUBSIDIARIES_1.pdf

15. PERFORMANCE AND FINANCIAL DETAILS OF
SUBSIDIARIES AND ASSOCIATES:

The financial performance of the subsidiaries and
associates are discussed in the Report on Management
Discussion & Analysis. Pursuant to the provisions of
Sections 129, 133, 134 and 136 of the Act read with
Rules framed thereunder, the Company has prepared
Consolidated Financial Statements of the Company and
its subsidiaries and a separate statement containing the
salient features of financial statements of subsidiaries and
associates in Form AOC-1 which forms part of the Annual
Report.

In accordance with the provisions of Section 136 of the
Act, the annual financial statements of the subsidiaries
are available on the Company’s corporate website at
https://iplcorp.in/new/FinancialReports.aspx

16. RELATED PARTY CONTRACTS /
ARRANGEMENTS:

All related party transactions that were entered into
during the financial year were in the ordinary course
of business and on arm’s length basis. There were no
materially significant related party transactions entered
into during the year with its Promoters, Directors, Key
Managerial Personnel or other related parties which
could have a potential conflict with the interest of the
Company.

All related party transactions are placed before the Audit
Committee for approval, wherever applicable. Prior
overall approval is obtained for the transactions which
are foreseen or are recurring in nature. A statement of all
related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the relevant
details of the transactions.

The policy on dealing with related party transactions is
placed on the Company’s corporate website at:

https://iplcorp.in/new/pdf/Policy_on_Related_Party_

Transactions.pdf

In compliance with the provisions of Regulation 23(9) of
the Listing Regulations, the Company submits disclosures
of related party transactions on a consolidated basis,
in the format as specified by SEBI from time to time to
the stock exchanges and also publishes the same on
its corporate website at: https://jplcorp.in/new/Reports.
aspx?CID=27

Since all related party transactions entered into by the
Company were in the ordinary course of business and on
an arm’s length basis, Form AOC-2 as prescribed pursuant
to Section 134 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not applicable.

The details of the transactions with related parties are
provided in Note Nos. 28 and 29 to the standalone and
consolidated financial statements respectively.

17. INTERNAL AUDITOR:

Ernst & Young LLP (“EY”) are the Internal Auditors of
the Company. The terms of reference and scope of
work of the Internal Auditors are approved by the Audit
Committee. The Internal Auditors monitor and evaluate
the efficiency and adequacy of internal control system
in the Company, including information technology.
Significant audit observations and recommendations
along with plan of corrective actions and management
responses are presented to the Audit Committee on a
bi-annual basis.

18. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial
controls with reference to the financial statements. During
the year, such controls were tested by the management
as well as auditors and no reportable material weakness
in the processes or operations was observed.

To ensure the efficacy of the internal financial controls,
a two-phase testing exercise is performed to evaluate
operating effectiveness of controls basis the defined
testing strategy. The first phase includes initial testing,
documentation and deficiency reporting while the
second phase includes roll forward and remediation
testing, testing of annual controls, documentation and
deficiency assessment and reporting.

For the financial year 2024-25, the Internal Auditors noted
no exception in IFC controls tested.

19. PARTICULARS OF LOANS, GUARANTEES &
INVESTMENTS UNDER SECTION 186 OF THE
ACT:

The details of loans, guarantees and investments under
the ambit of the provisions of Section 186 of the Act are
provided in Note Nos. 27 and 28 to the standalone and
consolidated financial statements respectively.

20. LEGAL FRAMEWORK AND REPORTING
STRUCTURE:

In consultation with a professional agency of international
repute, the Company has set up an electronic compliance
tool for monitoring and strengthening compliance with
the applicable laws. The tool is updated regularly for
amendments / modifications in applicable laws from
time to time. This has contributed in strengthening
the compliances at all levels under supervision of the
Compliance Officer, who has been entrusted with the
responsibility to oversee its functioning. The Company
has also set up a dedicated desk consisting of one
representative each of JPL and the professional agency
for help in updation of compliances in the Compliance
Tool and providing clarification with regards to any doubts
/ queries of the users.

21. RISK MANAGEMENT POLICY AND
IDENTIFICATION OF KEY RISKS:

In consultation with a professional agency of international
repute, the Company has in place a Risk Management
System and has also identified the key risks to the
business and its existence and mitigation measures
thereof. There is no risk identified that threatens the
existence of the Company. For major risks, please refer
to the section titled ‘Risks and Concerns’ in the Report
on Management Discussion and Analysis, forming part
of the Annual Report.

The RMC identifies elements of risk in different areas
of operations. The details regarding composition and
terms of reference of the RMC are given in the Report on
Corporate Governance forming part of the Annual Report.

Also, the Company’s documented Risk Management
Policy acts as an effective tool in identifying, evaluating
and managing significant risks and prioritizing relevant
action plans in order to mitigate such risks. The Risk
Management Policy is uploaded on the Company’s
corporate website at: https://jplcorp.in/new/pdf/JPL-
RMC_POLICY.pdf

22. CORPORATE SOCIAL RESPONSIBILITY
ACTIVITIES:

As a responsible corporate citizen, your Company supports
a charitable trust, Shri Puran Chandra Gupta Smarak Trust
(“the Trust”), to discharge its social responsibilities. Pehel,
an outfit of the Trust provides social services such as
organizing workshops/seminars to voice different social
issues, health camps/road shows for creating awareness
on the social concerns and helping the underprivileged.
The Trust has been imparting primary, secondary, higher
and professional education to more than 13,000 students
through schools and colleges at Kanpur, Noida, Lucknow,
Varanasi, Dehradun and smaller towns like Campierganj
(Gorakhpur), Kannauj and Basti. The following schools /
colleges run under the aegis of the Trust: Puranchandra
Vidyaniketan, Kanpur, Jagran Institute of Management,

Kanpur, Jagran Institute of Management & Mass
Communication - Kanpur, Jagran Public School, Noida,
Jagran Public School, Lucknow, Jagran College of Arts,
Science & Commerce, Kanpur, Jagran Institute of Digital
Animation, Kanpur, Jagran School of Law, Dehradun and
Jagran Public School, Varanasi.

Through its newspapers, the Company works on
awakening the readers on social values and at the core
of its editorial philosophy are 7 principles (called Saat
Sarokaar) viz. Poverty Eradication, Healthy Society,
Educated Society, Women Empowerment, Environment
Conservation, Water Conservation and Population
Management. Beyond the content, we also leverage our
massive reach to organise initiatives that are in spirit of
these seven principles and have the potential to mobilise
citizens and generate ground-level impact. Some of
the initiatives undertaken in financial year 2024-25 are
detailed in the Business Responsibility and Sustainability
Report, forming part of the Annual Report.

Post outbreak of the COVID-19 pandemic, the Company
has constantly been working towards elevating the
living conditions among communities and aims to
spread awareness and make a larger impact in the
development of the society in the post COVID-19 era.
The Company is carrying various campaigns / initiatives
towards promoting health care including preventive
health care and sanitation across several mediums such
as print media, outdoor advertisement, digital and FM
radio broadcasting. The Company has been strategically
leveraging the Group’s internal resources and robust
capabilities, i.e. its print, radio, digital and outdoor media
platforms in order to reach a wider mass, covering both
rural and urban areas.

The CSR expenditure incurred by the Company is detailed
hereunder:

• CSR expenditure for financial year 2021-22:

As against total statutory CSR obligation of '550
lakhs for the financial year 2021-22, '552 Lakhs
were transferred to the Unspent Corporate Social
Responsibility Account in the financial year 2021¬
22 to be spent in accordance with the provisions
of Section 135 of the Act. Further, an amount of
'266.46 Lakhs was spent in financial year 2022-23
and '292.98 Lakhs in the financial year 2023-24 out
of such Unspent Corporate Social Responsibility
Account.

During the financial year 2024-25, the Company had
spent an amount of '29.06 Lakhs including interest
accrued. Therefore, the Company has successfully
utilized the entire amount transferred to the Unspent
CSR Account as well as the CSR Expenditure Plan
approved for the financial year 2021-22 and that
there is no outstanding amount pending to be
utilized henceforth.

• CSR expenditure for financial year 2023-24:

For the financial year 2023-24, on the recommendation
of the Corporate Social Responsibility Committee,
Board had approved to spend an amount of
'510 Lakhs as CSR expenditure as against the
obligation of '500.71 Lakhs towards promotion
of education in line with the previously approved
plan for the financial year 2022-23, to continue
to make CSR contribution to Shri Puran Chandra
Gupta Smarak Trust, a charitable trust, (“Trust”)
for the establishment, expansion, administration
and maintenance of academic institutions in
accordance with the provisions of Schedule VII to
the Act and the CSR Policy of the Company. The
entire amount of '510 Lakhs was transferred to the
Unspent Corporate Social Responsibility Account in
March, 2024. During the financial year 2024-25, the
Company had given an amount of '300 Lakhs to the
Trust towards promoting education, as enumerated
in Schedule VII to the Act and the balance amount
of '210 Lakhs along with interest accrued on said
amount was left unspent in the Unspent Corporate
Social Responsibility Account for future utilization.

• CSR expenditure for financial year 2024-25:

For the financial year 2024-25, on the recommendation
of the Corporate Social Responsibility Committee,
the Board had approved to spend an amount of
'580 Lakhs as CSR expenditure as against the
obligation of '579.48 Lakhs. Accordingly, the Board
decided to implement the CSR Expenditure plan in
two Projects namely ‘Education Project 2024-25’ by
contributing an amount of '300 Lakhs for promoting
education (Plan A) and ‘Health Care Project 2024-25’
by contributing the balance of the CSR Expenditure
of '280 Lakhs for promoting health care (Plan B).

PLAN A: “Education Project 2024-25” for
promoting education:

In line with the previous years, the Company shall
continue to make CSR contribution of an amount of
'300 Lakhs, as enumerated in clause (ii) of Schedule
VII to the Act, for promoting education to Shri Puran
Chandra Gupta Smarak Trust (“Trust”) for the purpose
of establishment, expansion, administration and
maintenance of academic institutions by imparting
education through schools and other educational
institutions run by the Trust (“Education Project
2024-25”).

PLAN B: “Health Care Project 2024-25” for
promoting health care:

This time the Company has decided to contribute
the balance amount of '280 Lakhs in Health Care
Project 2024-25 in two parts namely:

i) allocate an amount upto '50 Lakhs towards
organizing health camps and other related
activities directly or tie up with various hospitals
and NGOs etc. in different cities and

ii) contribute the balance amount to carry various

campaigns / initiatives towards promoting
health care including preventive health care
and sanitation amongst the general public, as
enumerated in clause (i) of Schedule VII to the
Act, through a series of publicity activities over
different mediums including newspaper print,
outdoor, digital and radio broadcasting. For the
execution of the said program, the Company
intended to utilize the Group’s internal
resources and capabilities, i.e. the print, radio,
digital and outdoor media platforms, as per the
broad plan drawn by the Management.

The Company has adopted the CSR policy
keeping into account the provisions of Section
135 of the Act read with the Rules made
thereunder and Schedule VII to the Act. The
salient features of the CSR policy and its
details of expenditure on CSR activities as
required under the Act read with Rule 8 of
Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, are given in
Annexure-II. The CSR Policy is also uploaded
on the Company’s corporate website at:

https://jplcorp.in/new/pdf/CSR_Details_of_

proiects_approved_by_the_Board.pdf

23. ESTABLISHMENT OF VIGIL / WHISTLE-BLOWER
MECHANISM:

The Company promotes ethical behavior in all its business
activities and in line with the best practices for corporate
governance. It has established a system through which
Directors & Employees may report breach of Code of
Conduct including Code of Conduct for Insider Trading,
unethical business practices, illegality, fraud, corruption,
leak of unpublished price sensitive information pertaining
to the Company etc. at workplace without fear of reprisal.
It also provides adequate safeguards against victimization
of employees. The functioning of the vigil / whistle-blower
mechanism is reviewed by the Audit Committee from
time to time. None of the employees/directors has been
denied access to the Audit Committee. The details of the
Vigil Mechanism / Whistle Blower Policy are given in the
Report on Corporate Governance and the entire Policy
is also available on the Company’s corporate website at:

https://iplcorp.in/new/pdf/JPL_Viqil_Mechanism_
Whistle-blower Policy-86.pdf

During the financial year 2024-25, the management did
not receive any complaint under the system.

24. ONGOING LEGAL DISPUTE AMONGST THE
PROMOTERS OF THE COMPANY:

There are inter-se disputes amongst the members
of the Gupta Family, who hold 100% shareholding in
Jagran Media Network Investment Private Limited
(“JMNIPL”), parent company of JPL. JMNIPL holds 67.97%
shareholding in JPL. Mr. Mahendra Mohan Gupta (Non¬
Executive Chairman of JPL), Mr. Shailesh Gupta (Whole-

time Director of JPL) and VRSM Enterprises LLP (an LLP
owned and represented by Mr. Mahendra Mohan Gupta
and Mr. Shailesh Gupta) (collectively “Petitioners”),
shareholders of JMNIPL, had filed an oppression and
mismanagement petition against the other members of
Gupta Family under Sections 241-242 of the Act, before
the Hon’ble National Company Law Tribunal, Allahabad in
July, 2023. Both, JPL and JMNIPL have been impleaded
as respondents in the Company Petition. The Petitioners,
who hold 16.18% shareholding in JMNIPL, have alleged
that the conduct of the majority members of the Gupta
Family is oppressive and prejudicial to their rights and
interests. The issues in the Company Petition and the
accompanying applications inter-alia pertain to exercise
of voting rights on behalf of JMNIPL in the general
meetings of JPL, appointment of Managing Director in
JPL, removal of the Petitioners from their assigned roles
as also from the board of directors, etc.

Further, on account of the vacancy in the office of
Managing Director w.e.f. September 30, 2023 (i.e., when
Mr. Mahendra Mohan Gupta’s tenure as the Managing
Director came to an end), the Company had filed C.A. No.
47 of 2023 before the Hon’ble NCLT on September 25,
2023 inter-alia seeking appointment of an administrator
and a professional CEO in the interim. The Hon’ble NCLT
vide its interim orders dated September 27, 2023 and
October 04, 2023 passed in C.A. No. 47 of 2023 directed
that as a special arrangement and in the absence of
the Managing Director, all major decisions should be
collectively taken by the board of directors in accordance
with the Act and the Articles of Association. The Company
has been acting in compliance with the above order of
the Hon’ble NCLT. Additionally, the Company by way
of a circular resolution passed on September 29, 2023
authorized Mr. Satish Chandra Mishra, Whole-time
Director to undertake routine day-to-day functioning of
the Company under the overall supervision of the board
of directors.

The Petitioners have filed various other applications
challenging certain notices calling board meetings/
resolutions passed in board meetings by the other
directors in JMNIPL, namely C.A. Nos. 30, 44, 48, 58 of
2023 and C.A. No. 16 of 2024. The said applications are
currently pending adjudication.

It is noteworthy that on January 14, 2024 i.e., during the
pendency of the inter-se disputes, the Petitioners had
without prejudice to their rights and claims under law,
given a settlement offer to the other members of the
Gupta Family. The Petitioners had in lieu of giving up
their shareholding in JMNIPL and JPL, inter-alia sought
division of the businesses of JPL. The Petitioners have
sought Jagran Engage, Jagran Solutions, Music Broadcast
Limited, Mid-day Infomedia Limited and Dainik Jagran
I-next in exchange of their shareholding. The other
members of the Gupta Family, as such, have not accepted
the said offer. The Petitioners have on April 29, 2024 filed
an application being C.A. No. 09 of 2024 before the
Hon’ble NCLT, without prejudice to their rights, claims and

reliefs sought in the Company Petition, seeking division of
the businesses of JPL, in terms of the settlement offer. The
said application which is currently pending adjudication is
also being opposed by the other members of the Gupta
Family.

The matter is currently being finally heard by the Hon’ble
NCLT. The Company has been making timely disclosures
intimating the stock exchanges about the material
developments in the matter. Such disclosures are also
available on the following link: https://jplcorp.in/new/
Reports.aspx?CID=22

25. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION:

The Board reports that no material changes and
commitments affecting the financial position of the
Company have occurred between the end of the financial
year ending March 31, 2025 and the date of this Report.

26. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, read with the Rules made thereunder, the
Company has in place a Prevention of Sexual Harassment
(POSH) Policy. The Company has developed a strong
governance mechanism and communication of this Policy
is done from time to time to the employees. The Company
has constituted the Internal Complaints Committee in
accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
which is responsible for redressal of Complaints related
to sexual harassment. The said policy is hosted on the
Company’s internal server along with a POSH e-learning
presentation as a means of training tool for imparting
learning and awareness among the employees. The
employees are also mandated to give a POSH online
exam annually. No complaint on sexual harassment was
received during the year under review.

27. WEBLINK OF ANNUAL RETURN:

A web-link of Annual Return for the financial year ended
March 31,2025, in Form MGT - 7 as required under Section
92 (3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available
on the corporate website of the Company at the following
link https://iplcorp.in/new/FinancialReports.aspx

28. AUDITORS & AUDITORS’ REPORT:

i) Statutory Auditors & Audit Report:

In accordance with the provisions of Section 139 of
the Act and other applicable provisions and rules
made thereunder, M/s. Price Waterhouse, Chartered
Accountants LLP (FRN: 012754N/N500016), being
eligible, were appointed as the Statutory Auditors
of the Company at the 46^th AGM and will continue to
hold office for term of 5 (five) years till the conclusion
of 51^st AGM to be held in the year 2027.

There is no qualification, reservation or adverse
remark or disclaimer made in the Auditor's Report,
needing explanations or comments by the Board.
The Statutory Auditors have not reported any
incident of fraud to the Audit Committee in the year
under review against the Company by its officers or
employees as specified under Section 143(12) of the
Act.

ii) Secretarial Audit & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the
Act, every listed company is required to obtain a
secretarial audit report by a company secretary
in practice. Further, as per Regulation 24A of the
Listing Regulations, every listed entity and its
material unlisted subsidiaries incorporated in India
shall undertake secretarial audit by a Secretarial
Auditor.

Pursuant to the SEBI (Listing Obligations Disclosure
Requirements) (Third Amendment) Regulations,
2024 dated December 12, 2024 and SEBI Circular
dated December 31, 2024, the appointment of
Secretarial Auditors of the listed entity requires the
approval of its shareholders at the Annual General
Meeting and that any association of the individual or
the firm as the Secretarial Auditor of the listed entity
before March 31, 2025 shall not be considered for
the purpose of calculating their tenure.

Accordingly, complying with the said SEBI Circular,
the Company has reappointed Adesh Tandon &
Associates, Practicing Company Secretaries as
the Secretarial Auditors of the Company for a fresh
term of five consecutive financial years from financial
year 2025-26 to financial year 2029-30 for issuing
Secretarial Audit Report of the Company, subject
to the approval of its shareholders at the Annual
General Meeting in the 49^th AGM.

The Secretarial Audit Report in Form No. MR-3 for
the financial year ended on March 31, 2025 is set out
in Annexure-III to the Board's Report. In accordance
with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, the Company has obtained,
from the Secretarial Auditors an Annual Secretarial
Compliance Report, which was duly submitted to
the stock exchanges and is also uploaded on the
corporate website of the Company.

There is no qualification, reservation or adverse
remark or disclaimer made in the Report, needing
explanations or comments by the Board.

The Secretarial Auditors have also not reported any
instances of fraud committed against the Company
by its officers or employees as specified under
Section 143(12) of the Act.

29. INVESTOR EDUCATION AND PROTECTION

FUND:

The details of amount and shares transferred to Investor

Education and Protection Fund (“IEPF”) are given in the

Report on Corporate Governance, forming part of the

Annual Report.

30. OTHER DISCLOSURES:

Following other disclosures are made:

i) No shares (including sweat equity shares and ESOP)
were issued to the employees of the Company
under any scheme.

ii) No orders were passed by any of the regulators
or courts or tribunals impacting the going concern
status and Company's operations in future.

iii) There is no change in the nature of the business of
the Company.

iv) The Board has in place the Code of Conduct for all
the members of Board and team of Key Managerial
Personnel and Senior Management Personnel. The
Code lays down, in detail, the standards of business
conduct, ethics and governance.

v) Maintenance of cost records as specified by the
Central Government under the provisions of Section
148(1) of the Act is not applicable.

vi) No application has been made under the Insolvency
and Bankruptcy Code hence the requirement to
disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial
year is not applicable.

vii) The requirement to disclose the 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 or Financial Institutions
along with the reasons thereof, is not applicable.

31. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the requirements of Sections 134(3)(c)

and 134(5) of the Act, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the
applicable accounting standards had been followed
and there was no material departure from the same.

ii) 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 and of the profit and loss of the
Company at the end of the financial year.

iii) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

iv) The Directors had prepared the annual accounts on
a going concern basis.

v) The Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls were adequate and
were operating effectively; and

vi) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems were adequate
and operating effectively.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company
has complied with the applicable Secretarial Standard-1
(Secretarial Standard on Meetings of the Board of
Directors), Secretarial Standard-2 (Secretarial Standard
on General Meetings), Secretarial Standard-3 (Secretarial
Standard on Dividend) and has also voluntarily complied
with Secretarial Standard-4 (Secretarial Standard on
Report of the Board of Directors), to the extent applicable,
issued by the Institute of Company Secretaries of India
(“ICSI”).

33. CORPORATE GOVERNANCE REPORT AND
CORPORATE GOVERNANCE CERTIFICATE:

A Report on Corporate Governance as stipulated under
Regulations 17 to 27 and Para C, D and E of Schedule V
of the Listing Regulations, as amended from time to time,
is set out separately and forms part of this Report. The
Company has been in compliance with all the norms of
Corporate Governance as stipulated in Regulations 17
to 27 and Clauses (b) to (i) of Regulation 46(2) and Para
C, D and E of Schedule V of the Listing Regulations, as
amended from time to time.

The requisite Certificate from the Secretarial Auditors of
the Company, Adesh Tandon & Associates, Practicing
Company Secretaries, confirming compliance with the
conditions of Corporate Governance as stipulated under
the Listing Regulations forms part of this Report.

34. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

In terms of the provisions of Regulation 34 of the Listing
Regulations read with SEBI Circular No. SEBI/HO/CFD/
CMD-2/P/CIR/2021/562 dated May 10, 2021, SEBI has
prescribed the format for the Business Responsibility and
Sustainability Report (BRSR) in respect of reporting on
ESG (Environment, Social and Governance) parameters
by listed entities. The BRSR seeks disclosures from listed
entities on their performance against the nine principles

of the ‘National Guidelines on Responsible Business
Conduct’(NGBRCs) and reporting under each principle
is divided into essential and leadership indicators. The
essential indicators are required to be reported on
a mandatory basis while the reporting of leadership
indicators is on a voluntary basis.

With effect from the financial year 2022-23, filing of
BRSR is mandatory for the top 1000 listed companies (by
market capitalization) and accordingly, we have prepared
the BRSR in the prescribed format, as set out separately
and forms part of the Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Report on Management Discussion and Analysis for the
year under review as required under Regulation 34(2)(e)
of the Listing Regulations is set out separately and forms
part of this Report.

36. FAMILIARIZATION PROGRAMME FOR
DIRECTORS:

Upon appointment of a new Independent Director, the
Company issues a formal letter of appointment, which
sets out in detail, inter-alia, the terms and conditions of
appointment, their duties, responsibilities and expected
time commitments. The terms and conditions of their
appointment are disclosed on the Company’s corporate
website.

The Board members are provided with the necessary
documents, presentation, reports and policies to enable
them to familiarize with the Company’s procedures
and practices. Periodic presentations are made at the
meetings of Board and its Committees, on Company’s
performance. Detailed presentations on the Company’s
businesses and updates on relevant statutory changes
and important laws are also given in the meetings.

For the financial year 2024-25, the Company conducted an
Orientation and Familiarization Program held on February
05, 2025 for its Independent and other Non-Independent
Directors, the purpose and objective of which was to
apprise the Board, inter-alia, ESG Journey, the emerging
trends in sustainability, SEBI BRSR Performance mandate
and ESG Benchmarking. The details of familiarization
program for Directors are posted on the Company’s
corporate website at

https://iplcorp.in/new/pdf/ORIENTATION_AND_

FAMILIARISATION_PROGRAMME.pdf

37. PARTICULARS OF EMPLOYEES

REMUNERATION:

i) The information as per the provisions of Section
197(12) of the Act, read with Rules 5(2) and (3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended, is
provided separately and forms part of the Annual

Report. Further, the Report and Financial Statements
are being sent to the members excluding the
aforesaid annexure.

In terms of the provisions of Section 136 of the Act
the same is open for inspection at the Registered
Office of the Company. Members who are interested
in obtaining such particulars may write to the
Company Secretary of the Company.

ii) The ratio of the remuneration of each Director to the
median employee(s) remuneration and other details
in accordance with the provisions of Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are set out in Annexure-IV
to the Board’s Report.

38. DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy as adopted sets out the
basis for determining the distribution of dividend to the
shareholders, as required under Regulation 43A of the
Listing Regulations. It forms part of the Annual Report and is
also placed on the Company’s corporate website at https://
iplcorp.in/new/pdf/dividend_distribution_policy.pdf.

39. PARTICULARS REGARDING CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
i) Conservation of Energy:

The operations of the Company are not energy
intensive. However, every effort is taken to conserve
energy in all possible ways. In past few years, the
Company has undertaken several initiatives not only
in the areas of energy efficiency across locations
to conserve energy but also in the area of pollution
control. We are consciously working on climate
change issues by improving its process efficiency and
taking initiatives in energy efficiency. For instance,
the Company started using 'Vio-Green Plate
Technology’ (waterless chemistry) to save water,
installed various water harvesting structures, star
rated energy efficient air conditioners, LED lights to
save & conserve energy and solar panels at Kanpur.

For further details on the Company’s ESG
practices, please refer the Business Responsibility
& Sustainability Report forming part of the Annual
Report.

ii) Technology Absorption:

Technology absorption is a continuing process.
Besides stabilizing the initiatives taken in past
few years, the Company moved to adopt mobile
applications for filing stories by the reporters from
the field itself to enable us to capture the news
till very last and for various approvals needed in
workflow.

iii) Foreign Exchange Earnings and Outgo:

The details of earnings and outgo in foreign
exchange are as under:

(Amounts in 'Lakhs)