Jagran Prakashan Ltd Directors Report

Boards Report

Dear Shareholders,

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 Groups 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:

	(Amounts In Rs. Lakhs)
	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	1,58,983.96	1,64,067.31	188,813.14	193,391.45
Other income	2,684.24	2,350.75	5,264.60	4,632.72
Other gains/(losses) - net	4,992.84	4,156.72	5,267.50	4,370.86
Expenditure	1,31,358.11	1,31,074.40	1,59749.59	1,56,596.18
Profit before finance costs, depreciation and tax	35302.93	39,500.38	39,595.65	45,798.85
Less: Finance costs	885.95	1,628.49	2,144.98	2,759.29
Less: Depreciation and amortization expenses	5,272.83	5,332.15	10,782.90	11,135.91
Less: Impairment of investment in subsidiaries	360.44	-	-	-
Less: Impairment of non-current assets	-	-	13,035.27	9,661.51
Profit before exceptional items and share of net profits of associates and tax	28,783.71	32,539.74	13,632.50	22,242.14
Less: Exceptional item	-	-	-	-
Add: Share of Net Profit of Associates accounted for using the equity method	-	-	28.81	46.04
Profit before tax	28,783.71	32,539.74	13,661.31	22,288.18
Less: Tax Expense	7,672.10	8,087.67	4,267.85	5,796.58
Profit for the year	21,111.61	24,452.07	9,393.46	16,491.60
Other comprehensive income/(loss) for the year, net of tax	(274.37)	(280.30)	(317.42)	(283.96)
Total comprehensive income for the year	20,837.24	24,171.77	9,076.04	16,207.64
Total comprehensive income attributable to:
Owners of the Company	-	-	12,778.13	18,087.39
Non-controlling interest	-	-	(3,702.09)	(1879.75)
Opening balance of retained earnings	138,342.89	1,14,171.12	149,078.16	1,30,990.77
Net profit for the year	21,111.61	24,452.07	9,393.46	16,491.60
Re-measurements of post-employment benefit obligation, net of tax	(274.37)	(280.30)	(317.42)	(283.96)
Share of non-controlling interest in the Profit for the year	-	-	3,702.09	1879.75
Change in share of non-controlling interest after buyback	-	-	-	-
Appropriations:
Transfer to capital redemption reserve from retained earnings	-		-	-
Amount utilised for issue of bonus preference shares	-	-	-	-
Amount utilised in buy-back of equity shares	-	-	-	-
Tax on buy-back of equity shares	-	-	-	-
Transaction cost related to buy-back	-	-	-	-
Final Dividend paid during the year	(10,882.71)	-	(10,882.71)	-
Closing balance of retained earnings	1,48,297.42	1,38,342.89	1,50,973.58	1,49,078.16
Earnings Per Share (EPS)
Basic	9.70	11.23	6.02	8.44
Diluted	9.70	11.23	6.02	8.44

3. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS CONSOLIDATED:

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

STANDALONE:

The turnover of the Company was Rs.1,58,983.96 Lakhs for the year ended March 31, 2025 as compared to Rs.1,64,067.31 Lakhs in the previous year. Net profit for the year ended March 31, 2025 was Rs.21,111.61 Lakhs as compared to Rs.24,452.07 Lakhs in the previous year. The EPS was Rs.9.70 for the year ended March 31, 2025 as compared to Rs.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 Rs.6/- on equity shares of the Company (i.e. 300% on face value of Rs.2/- per equity share) for the financial year 2024-25.

The interim dividend/recommended is in accordance with the Companys Dividend Distribution Policy. The said policy is available on the Companys 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:

Rating Agency	Instruments	Period	Rated Amount (in Rs.Crores)	Rating Re-affirmed
CRISIL	Non-convertible Debentures	Long term rating	50	CRISIL AA+/Stable
	Total bank loan facilities rated	Long term rating	285	CRISIL AA+/Stable
		Short term rating		CRISIL A1 +
	Commercial paper	Short term rating	70	CRISIL A1 +

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 Companys 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 Companys 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.

S. No.	Security name	No. of Debentures	Date of Face Value Issue of in Rs. Security		Tenor	Coupon Rate	Amount in Crores	ISIN	Redemption Date/Remarks
1.	8.45% JPL 2024	1,500	April 27, 2020	10,00,000	4 years	8.45% p.a.	150	INE199G07057	50% of total 1,500 NCDs were redeemed on April 27, 2023 and remaining 50% i.e. 750 NCDs were redeemed on April 26, 2024.

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), Wholetime 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 Companys 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:

S. No. Name and Address of the Company	CIN / GLN	Holding / Subsidiary / Associate	% of Shares Held
1. Music Broadcast Limited("MBL") 5th Floor, RNA Corporate Park, off Western Express Highway, Kalanagar, Bandra (East), Mumbai, Maharashtra-400051	L64200MH1999PLC137729	Subsidiary	74.05%
2. Midday Infomedia Limited("MIL") 6th Floor, RNA Corporate Park, Kala Nagar, Bandra (East), Mumbai, Maharashtra-400051	U22130MH2008PLC177808	Subsidiary	100.00%
3. X-Pert Publicity Private Limited Jagran Building 2, Sarvodaya Nagar, Kanpur, Uttar Pradesh-208005	U74900UP2008PTC036413	Associate	39.20%
4. Leet OOH Media Private Limited Jagran Building 2, Sarvodaya Nagar, Kanpur, Uttar Pradesh-208005	U22219UP2003PTC027675	Associate	48.84%
5. MMI Online Limited Jagran Building 2, Sarvodaya Nagar, Kanpur, Uttar Pradesh-208005	U72300UP2008PLC036242	Associate	44.92%

The Company has no joint ventures.

In accordance with Regulation 16(1 )(c) of the Listing Regulations, MBL is a material listed subsidiary of the Company. MIL continues to be an immaterial unlisted wholly-owned subsidiary.

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 Companys 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 Companys 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 arms 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 Companys 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 arms 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 Companys 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 Companys 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 Groups 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 Rs.550 lakhs for the financial year 2021-22, Rs.552 Lakhs were transferred to the Unspent Corporate Social Responsibility Account in the financial year 202122 to be spent in accordance with the provisions of Section 135 of the Act. Further, an amount of Rs.266.46 Lakhs was spent in financial year 2022-23 and Rs.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 Rs.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 Rs.510 Lakhs as CSR expenditure as against the obligation of Rs.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 Rs.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 Rs.300 Lakhs to the Trust towards promoting education, as enumerated in Schedule VII to the Act and the balance amount of Rs.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 Rs.580 Lakhs as CSR expenditure as against the obligation of Rs.579.48 Lakhs. Accordingly, the Board decided to implement the CSR Expenditure plan in two Projects namely Rs.Education Project 2024-25 by contributing an amount of Rs.300 Lakhs for promoting education (Plan A) and Rs.Health Care Project 2024-25 by contributing the balance of the CSR Expenditure of Rs.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 Rs.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 Rs.280 Lakhs in Health Care Project 2024-25 in two parts namely:

i) allocate an amount upto Rs.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 Groups 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 Companys 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 Companys 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 (NonExecutive 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 Honble 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 Guptas tenure as the Managing Director came to an end), the Company had filed C.A. No. 47 of 2023 before the Honble NCLT on September 25, 2023 inter-alia seeking appointment of an administrator and a professional CEO in the interim. The Honble 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 Honble 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 Honble 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 Honble 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 Companys 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 Auditors 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 Boards 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 Companys 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 Companys corporate website.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Companys performance. Detailed presentations on the Companys 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 Companys 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 Boards 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 Companys 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 Rs.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 Companys 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 Rs.Lakhs)
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign exchange earned		2,162.95
Foreign exchange outgo
i. Import of Raw Materials	10,716.25	14,744.08
ii. Travelling Expenses	11.51	23.85
iii. Other Expenses	403.44	449.11
iv. Import of capital goods	1,094.23	-

40. ACKNOWLEDGEMENTS:

The Directors would like to express their sincere appreciation of the cooperation and support received from the Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Suppliers, Associates, Advisors, Authorities as well as our Shareholders at large during the year under review.

The Directors also place on record their deep sense of appreciation of the commitment, abilities, contribution and hard work of all executives, officers and staff that enabled the Company to consistently deliver satisfactory and rewarding performance in a challenging environment. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company.

	For and on behalf of the Board
Place: Kanpur	Mahendra Mohan Gupta
Date: May 24, 2025	Non-Executive Chairman