Jagran Prakashan Ltd

Dear Shareholders,

The Directors are pleased to present the 48th Annual Report and Audited Standalone and Consolidated Financial Statements of Jagran Prakashan Limited ("JPL" / "the Company") for the financial year ended on March 31, 2024.

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.

2. FINANCIAL RESULTS:

The summarised standalone and consolidated financial results of the Company along with appropriation to reserves for the financial year ended March 31, 2024 as compared to the previous year are detailed below:

(All amounts in Rs Lakhs)

CONSOLIDATED:

The consolidated turnover of the Group was ' 1,93,391.45 Lakhs for the year ended March 31, 2024 as compared to ' 1,85,617.45 Lakhs in the previous year. Profit for the year ended March 31, 2024 was ' 16,491.60 Lakhs as compared to ' 19,678.68 Lakhs in the previous year. The EPS was ' 8.44 for the year ended March 31, 2024 as compared to ' 7.61 in the previous year.

STANDALONE:

The turnover of the Company was ' 1,64,067.31 Lakhs for the year ended March 31, 2024 as compared to ' 1,59,390.34 Lakhs in the previous year. Net profit for the year ended March 31, 2024 was ' 24,452.07 Lakhs as compared to ' 22,868.30 Lakhs in the previous year. The EPS was ' 11.23 for the year ended March 31, 2024 as compared to '8.71 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 28, 2024 had recommended final dividend of ' 5 on equity shares of the Company (i.e. 250% on face value of ' 2/- per equity share) for the financial year 2023-24.

The 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:// jplcorp.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 28, 2023 is detailed as under:

The ratings continue to reflect the leadership position of Dainik Jagran the flagship daily published by the group and other publications, healthy market position of the Group in the radio business and its strong financial risk profile.

Details of credit rating are also uploaded on the Company's corporate website at https://jplcorp.in/new/pdf/ JPLUPDATEINCREDITRATING28072023.pdf

7. NON-CONVERTIBLE DEBENTURES:

During the financial year 2020-21, the Company had issued 2,500 rated, secured, senior, listed, redeemable, non-convertible debentures ("NCDs") of face value of '10,00,000 (Rupees Ten Lakhs) each, aggregating to '25,000 Lakhs through two different issues on a private placement basis. These NCDs were raised to create liquidity buffer for contingency arising out of COVID-19 pandemic.

Details of the NCDs are as under:

The Company has timely and successfully redeemed the entire issue of both the series of NCDs and therefore no amount pertaining to interest or principal repayment is outstanding as on date of this report.

There is no creation of pledge, lien or any other encumbrance except "Non-Disposal Undertaking" given by the Promoter and Promoter Group that they shall hold at least 60% equity shareholding in the Company, directly or indirectly, and exercise management control till the tenor of the NCDs, the same was released from encumbrances after the redemption of NCDs.

8. DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) The Members may recall that at the 45th Annual General Meeting of the Company held on 24th September, 2021, they had approved the re- appointment of Mr. Mahendra Mohan Gupta as the Chairman and Managing Director for a period of 2 years i.e. from October 01, 2021 to September 30, 2023. Since the said term expired on September 30, 2023, Mr. Mahendra Mohan Gupta ceased to be the Managing Director of the Company. However, he continues as the Non-Executive Chairman of the Company w.e.f. October 1, 2023, in terms of the resolution passed on September 24, 2021.

ii) In the Board Meeting held on June 10, 2023, the Board of Directors had accorded their consent to appoint Mr. Shailesh Gupta, Whole-time Director as the Managing Director of the Company w.e.f. October 1, 2023 subject to the approval of the members at the 47th Annual General Meeting of the Company. However, the special resolution could not go through in the AGM.

iii) In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Shailendra Mohan Gupta (DIN: 00327249) and Mr. Sunil Gupta (DIN: 00317228) are the Directors liable to retire by rotation in the ensuing Annual General Meeting and being eligible, had offered themselves for re-appointment.

9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

Necessary declarations from the Independent Directors of the Company, 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 Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") were received, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations.

In the opinion of the Board, all 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, also 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 on the Board.

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 of the Company have 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, committees of the board, corporate governance/compliance framework and Chairperson's Assessment. 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 optimise 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, as amended, SEBI vide its notification dated January 17, 2023 has amended the definition of Senior Management. Accordingly, the Nomination, Remuneration and Evaluation Policy of the Company was duly amended to reflect the said change. The Company had also consequently identified persons as Senior Management Personnel, which was duly noted by the NRC as well as the Board.

Resultantly, the Nomination, Remuneration and Evaluation Policy has been updated and is attached hereto as Annexure-I to the Board's Report and is also uploaded on the Company's corporate website which can be accessed at https://jplcorp.in/new/pdf/NRC_Policy_Final.pdf

13. MEETINGS OF THE BOARD:

Eight (8) 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:

The Company has no joint ventures.

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

Details of investments in subsidiaries and associates are provided in Note No. 4 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://jplcorp.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://jplcorp.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. 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://jplcorp.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 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. 29 and 30 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 are presented to the Audit Committee.

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 2023-24, 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. 28 and 29 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 Risk Management Committee ("RMC") to 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 prioritising 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 organising workshops/seminars to voice different social issues, health camps / road shows for creating awareness on the social concerns and helping the underprivileged. The Trust, under its aegis, has also 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 Kannauj and Basti.

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 2023-24 are detailed in 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 healthcare including preventive healthcare 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 2020-21:

Out of total statutory CSR obligation of '688.06 lakhs for financial year 2020-21, an amount of '26.24 Lakhs was spent in the financial year 2020-21 and '680.00 Lakhs was transferred to the Unspent Corporate Social Responsibility Account, to be spent in future in accordance with the provisions of Section 135 of the Act. Further, '458.18 Lakhs were spent in financial year 2021-22 and '247 lakhs was spent in financial year 2022-23 out of such Unspent Corporate Social Responsibility Account. During the financial year 2023-24, the Company had spent an amount of '13.18 Lakhs including interest accrued on the said amount up to June 30, 2023.

Therefore, the Company has successfully utilised the entire amount transferred to the Unspent CSR Account as per the CSR Expenditure Plan approved for the financial year 2020-21 and that there is no outstanding amount pending to be utilised henceforth.

• 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, '266.46 lakhs

were spent in financial year 2022-23 out of such Unspent Corporate Social Responsibility Account. During the financial year 2023-24, the Company had spent an amount of '292.98 Lakhs out of such Unspent Corporate Social Responsibility Account. The remaining amount shall be spent during the financial year 2024-25.

• CSR expenditure for financial year 2022-23:

For the financial year 2022-23, on the recommendation of the Corporate Social Responsibility Committee, Board had approved to spend an amount of '550 Lakhs as CSR expenditure as against the obligation of '534.10 Lakhs towards promotion of education as per the approved plan, by way of contribution to the 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 '550 lakhs was transferred to the Unspent Corporate Social Responsibility Account in March, 2023. During the financial year 2023-24, the Company had spent the entire amount of '550 lakhs along with the interest of '30.23 accrued therein for FY 2022-23 out of such Unspent Corporate Social Responsibility Account.

Therefore, the Company has successfully utilised the entire amount transferred to the Unspent CSR Account as per the CSR Expenditure Plan approved for the financial year 2022-23 and that there is no outstanding amount pending to be utilised 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 make CSR contribution to the 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 has been transferred to the Unspent Corporate Social Responsibility Account, which shall be spent in three years, in accordance with the provisions of the Act.

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/JP- CSR-POLICY-04032021.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 work place 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 Chairman of 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://jplcorp.in/new/ pdfJIPL_VigiLMechanism_Whistle-blower_Policy.pdf.

During the financial year 2023-24, 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 authorised 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.

Thereafter, the other members of the Gupta Family (some of whom are also Directors on the Board of the Company) moved an application namely C.A. No. 52 of 2023 seeking a stay of the circular resolution dated September 29, 2023 and, seeking the appointment of Mr. Sanjay Gupta, nominee of the majority members of the Gupta Family as the Managing Director. The said application is pending adjudication.

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 and 58 of 2023. 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, 2024 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, 2024, 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://jplcorp.in/new/FinancialReports.aspx.

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 46th AGM and will continue to hold office for term of 5 (five) years till the conclusion of 51st 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 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Adesh Tandon & Associates, Practicing Company Secretaries as Secretarial Auditors up to the financial year 2025-26.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended on March 31, 2024 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.

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.

There is no qualification, reservation or adverse remark or disclaimer made in the Report, the observations made by the Secretarial Auditors are self-explanatory .

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 were 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.

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 capitalisation) and has replaced the existing Business Responsibility Report. Accordingly, we have prepared the BRSR in the prescribed format, is 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. FAMILIARISATION 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 familiarise 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 2023-24, familiarisation program for Directors was held on 10th February, 2024 to give an overview of key regulatory changes in corporate laws in India. The details of familiarisation program for Directors are posted on the Company's corporate website at https://jplcorp.in/new/Reports.aspx?CID=26

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://jplcorp.in/new/pdf/dividend_distribution_policy. pdf.

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 stabilising 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)

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 who 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.