Key Events and Chronology

  • May 29, 2026: Extraordinary General Meeting (EGM) held from 12:30 PM to 1:38 PM through VC/OAVM
  • May 26, 2026: NCLAT order directs implementation of EGM resolutions to be kept in abeyance pending outcome of Company Petition No. 64/2023
  • May 30, 2026: Company submits response to BSE regarding delay in proceedings submission; Board passes circular resolution formalizing compliance with NCLAT order
  • June 1, 2026: Company discloses voting results and scrutinizer's report
  • June 2, 2026: BSE emails company regarding delay in EGM proceedings submission
  • June 3, 2026: Current disclosure filed with exchanges

EGM Voting Results

The EGM considered eight resolutions for removal of directors, all of which passed with requisite majority:

1. Removal of Ms. Divya Karani (DIN: 01829747) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 0.08% in favor (13,324 votes), 99.92% against (16,987,758 votes)
  • Public non-institutions: 87.59% in favor (2,612,424 votes), 12.41% against (370,148 votes)

2. Removal of Mr. Shailendra Swarup (DIN: 00167799) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 4.47% in favor (760,052 votes), 95.53% against (16,241,030 votes)
  • Public non-institutions: 87.63% in favor (2,613,724 votes), 12.37% against (368,848 votes)

3. Removal of Ms. Anita Nayyar (DIN: 03317861) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 4.47% in favor (760,052 votes), 95.53% against (16,241,030 votes)
  • Public non-institutions: 87.64% in favor (2,613,824 votes), 12.36% against (368,768 votes)

4. Removal of Ms. Kemisha Soni (DIN: 06805708) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 0.08% in favor (13,324 votes), 99.92% against (16,987,758 votes)
  • Public non-institutions: 87.59% in favor (2,612,574 votes), 12.41% against (369,998 votes)

5. Removal of Mr. Pramod Agarwal (DIN: 00038838) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 0.08% in favor (13,324 votes), 99.92% against (16,987,758 votes)
  • Public non-institutions: 87.59% in favor (2,612,574 votes), 12.41% against (369,998 votes)

6. Removal of Mr. Shaalin Tandon (DIN: 01892562) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 4.47% in favor (760,052 votes), 95.53% against (16,241,030 votes)
  • Public non-institutions: 87.63% in favor (2,613,553 votes), 12.37% against (368,948 votes)

7. Removal of Mr. Arun Anant (DIN: 02427545) - Special Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 0.08% in favor (13,324 votes), 99.92% against (16,987,758 votes)
  • Public non-institutions: 87.59% in favor (2,612,474 votes), 12.41% against (370,098 votes)

8. Removal of Mr. Satish Chandra Mishra (DIN: 06643245) - Ordinary Resolution

  • Promoter votes: 99.58% in favor (149,116,271 votes), 0.42% against (635,207 votes)
  • Public institutions: 0.08% in favor (13,324 votes), 99.92% against (16,987,758 votes)
  • Public non-institutions: 87.65% in favor (2,614,149 votes), 12.35% against (368,248 votes)

NCLAT Order Details

The Hon'ble NCLAT directed in Company Appeal (AT) No. 189 of 2026 that "implementation of the resolution of the meeting dated 29.05.2026 be kept in abeyance till the outcome of Company Petition No. 64/2023." The petition concerns the effect of Article 4.1 of the Articles of Jagran Media Network Investment Pvt Ltd (JMNIPL) read with Article 2.3 of the Articles of JPL.

Board Resolution and Compliance Actions

The Board passed Circular Resolution No: 02/2026-27 on May 30, 2026, resolving:

  • To strictly comply with NCLAT order and not implement any EGM resolutions
  • No corporate actions to be undertaken, including:
  • Giving effect to removal/cessation of concerned directors
  • Filing Form DIR-12 or any other forms with regulatory authorities
  • Making alterations in statutory registers or corporate records
  • Communicating that resolutions have been implemented
  • Chairman authorized to declare voting results while recording implementation abeyance

Attendance and Voting Details

  • Total shareholders on record date: 73,563
  • Shareholders attended through VC: 42 (9 promoters, 33 public)
  • Remote e-voting period: May 26, 2026 (9:00 AM) to May 28, 2026 (5:00 PM)
  • Scrutinizer: Mr. Adesh Tandon of Adesh Tandon and Associates
  • Scrutinizer appointment date: May 2, 2026
  • Report issuance date: June 1, 2026

Financial and Operational Impact

No financial impact quantified in the disclosure. The company states the delay was unintentional and solely due to need to assess legal requirements while ensuring NCLAT compliance.

Annexures Included

  • Annexure 1: Certified true copy of Board circular resolution dated May 30, 2026
  • Annexure 2: Voting results and scrutinizer's report dated June 1, 2026
  • Annexure 3: Details of BSE email and company response
  • Annexure 4: Previous disclosure dated May 30, 2026