Jagran Prakashan Limited finds itself at the center of a corporate governance dispute as its holding company moves to remove eight directors from the board. The controversy stems from questions over the validity of director appointments and voting rights exercise.

Removal Proposal Details

Jagran Media Network Private Limited (JMNIP), the holding company of Jagran Prakashan Limited, issued a special notice dated February 12, 2026, proposing the removal of eight directors. The proposal targets seven independent directors and one whole-time director.

Grounds for Removal

The holding company's board cited a specific reason for the proposed removals: the concerned directors were allegedly not validly appointed. According to the disclosure, Mr. Mahendra Mohan Gupta did not exercise the voting rights of JMNIP in the manner decided by JMNIP's Board during the appointment process.

Legal Proceedings Underway

The voting rights dispute is currently under judicial review at the National Company Law Tribunal, Allahabad Bench. Two company petitions are pending before the Hon'ble NCLT:

• Mahendra Mohan Gupta and Ors. v. Devendra Mohan Gupta and Ors., C.P. No. 64 of 2023
• Shailendra Mohan Gupta and Ors. v. Jagran Media Network Investment Private Limited, C.P. No. 57 of 2025

Mr. Mahendra Mohan Gupta, who serves as Non-Executive Chairman of both JMNIP and JPL, issued a response letter dated February 12, 2026, highlighting that the scope and exercise of voting rights on behalf of JMNIP remains sub judice before the tribunal.

Board's Response

During its meeting on February 12, 2026, Jagran Prakashan's Board of Directors discussed the special notice and removal request. The board has decided to take appropriate legal steps available under law while dealing with and responding to the holding company's proposal.

The company has committed to providing further disclosures and updates as required under applicable regulations. The information has been made available on the company's corporate website and the websites of both stock exchanges where its shares are listed.

Jagran Prakashan Limited has informed stock exchanges that two company petitions pending before the National Company Law Tribunal (NCLT) Allahabad have been rescheduled for hearing. The disclosure, made on February 4, 2026, follows the company's previous communication dated December 22, 2025, under SEBI listing regulations.

NCLT Proceedings Update

The company petitions were originally scheduled for February 3, 2026, before the Hon'ble Special Bench of NCLT Allahabad. However, no arguments were advanced as the Special Bench was specifically constituted for hearing urgent matters under the Insolvency and Bankruptcy Code, 2016.

Court Orders and Documentation

Both NCLT orders dated February 3, 2026, confirmed the rescheduling due to the Special Bench's focus on urgent IBC matters. The orders were issued under the authority of an NCLT New Delhi directive dated January 21, 2026, which established the Special Bench configuration.

The matters will not be listed on the previously notified dates of February 4, 2025, and February 9-11, 2025, as mentioned in the company's disclosure.

Regulatory Compliance

The disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Chief Financial Officer and Company Secretary Amit Jaiswal signed the communication, ensuring compliance with regulatory requirements.

The company has committed to providing further updates when material developments occur in the proceedings. The information has been uploaded on the company's website and will be available on NSE and BSE platforms as per standard disclosure practices.