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 announced its unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2025. The Board of Directors approved these results at their meeting held on February 12, 2026, following recommendations from the Audit Committee.

Standalone Financial Performance

The company's standalone performance for Q3FY26 showed mixed results with revenue declining year-over-year while maintaining profitability.

For the nine-month period ended December 31, 2025, the standalone performance showed significant improvement:

Consolidated Financial Results

The consolidated financial performance reflected the impact of the company's subsidiaries and associates.

For the nine-month consolidated performance:

Business Segment Performance

The company's major business segments showed varied performance during Q3FY26:

Key Financial Impact

The company's operating profit was impacted by ₹5.76 crores in standalone results and ₹6.89 crores in consolidated results due to provisions made for the new labour code effective November 21, 2025. Other income showed strong growth of 39% to ₹19.55 crores in Q3FY26, including ₹31.80 crores received from maturity proceeds of a Keyman policy during the nine-month period.

Subsidiary Performance

Music Broadcast Limited, operating the Radio City brand, showed recovery with operating profit of ₹7.61 crores in Q3FY26 compared to ₹10.83 crores in Q3FY25. The subsidiary declared an interim dividend of Re. 0.01 per Non-Convertible Non-Cumulative Redeemable Preference Share.

Corporate Developments

The company disclosed ongoing legal proceedings involving petitions filed under sections 241, 242 and 244 of the Companies Act, 2013 with the National Company Law Tribunal. Management does not expect any adverse impact from these matters on the company's financial position. Additionally, the Group received 27 awards during Q3FY26 across various brands, recognizing leadership in different business segments.