Summary of Proceedings

An Extra-Ordinary General Meeting (EGM) of Jagran Prakashan Limited was held on Friday, May 29, 2026, commencing at 12:30 P.M. and concluding at 01:38 P.M. The meeting was conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM) from the company's registered office at Jagran Building, 2, Sarvodaya Nagar, Kanpur, Uttar Pradesh – 208005.

Attendance

  • Members/Authorised Representatives present: 42
  • Members who voted through remote e-voting prior to the meeting: 167

Directors Present

The following directors and key managerial personnel were present:

  • Mr. Sanjay Gupta, Whole-time Director
  • Mr. Sandeep Gupta, Whole-time Director
  • Mr. Shailesh Gupta, Whole-time Director
  • Mr. Satish Chandra Mishra, Whole-time Director
  • Ms. Divya Karani, Independent Director and Chairperson of the Stakeholders Relationship Committee
  • Mr. Hormusji N. Cama, Independent Director & Chairman of the Nomination & Remuneration Committee
  • Mr. Arun Anant, Independent Director
  • Mr. Tarun Sawhney, Independent Director
  • Mr. Amit Jaiswal, Chief Financial Officer and Company Secretary

Key Disclosure: NCLAT Order

A critical disclosure was made regarding an Order dated May 26, 2026, from the Hon'ble Principal Bench of the National Company Law Appellate Tribunal (NCLAT). The NCLAT directed that the implementation of any resolutions passed at this EGM must be kept in abeyance until the outcome of Company Petition No. 64 of 2023, which is pending before the Hon'ble National Company Law Tribunal (NCLT), Allahabad. The petition concerns the interpretation of Article 4.1 of the Articles of JMNIPL read with Article 2.3 of the Articles of JPL and the effect of subsequent developments, including the withdrawal of Company Appeal (AT) No. 187/2026 by JMNIPL.

Business Transacted

The EGM was convened to transact special business as per the notice dated May 2, 2026. The following eight resolutions were put to vote:

1. Special Resolution for the removal of Ms. Divya Karani (DIN: 01829747) from the office of director.

2. Special Resolution for the removal of Mr. Shailendra Swarup (DIN: 00167799) from the office of director.

3. Special Resolution for the removal of Ms. Anita Nayyar (DIN: 03317861) from the office of director.

4. Special Resolution for the removal of Ms. Kemisha Soni (DIN: 06805708) from the office of director.

5. Special Resolution for the removal of Mr. Pramod Agarwal (DIN: 00038838) from the office of director.

6. Special Resolution for the removal of Mr. Shaalin Tandon (DIN: 01892562) from the office of director.

7. Special Resolution for the removal of Mr. Arun Anant (DIN: 02427545) from the office of director.

8. Ordinary Resolution for the removal of Mr. Satish Chandra Mishra (DIN: 06643245) from the office of whole-time director.

Voting Process

  • Remote e-voting was facilitated by KFin Technologies Limited, the company's Registrar and Share Transfer Agent (RTA). The voting period was from Tuesday, May 26, 2026 (9:00 A.M. IST) to Thursday, May 28, 2026 (5:00 P.M. IST).
  • For members who had not voted remotely, an insta-poll e-voting facility was available during the EGM for a duration of 15 minutes after the proceedings.
  • Mr. Adesh Tandon, a Practicing Company Secretary, was appointed as the Scrutinizer to oversee the remote e-voting and insta-poll voting process in a fair and transparent manner.

Other Proceedings

The Chairman informed shareholders that the company had no further comments beyond the disclosures in the EGM notice and accompanying documents, including explanatory statements and representations from Independent Directors. Mr. Sanjay Gupta, as an Authorized Representative of JMNIPL, presented a note explaining JMNIPL's view on the agenda items. Member queries were addressed by the Chairman and the CFO & CS.

The meeting concluded with a vote of thanks at 1:38 P.M.

Financial and Operational Impact

The direct financial impact of the director removals is not quantified in the disclosure. The entire implementation is contingent upon the outcome of the separate legal proceeding (C.P. No. 64 of 2023).