JAGRAN - Jagran Prakashan
π’ Recent Corporate Announcements
The National Company Law Tribunal (NCLT), Allahabad, has ordered the deferment of a proposed Extraordinary General Meeting (EGM) of Jagran Prakashan Limited. The EGM was requisitioned by the holding company, Jagran Media Network Investment Private Limited, to remove seven Independent Directors and one Whole-time Director. The court has directed that the requisition be kept in abeyance until March 19, 2026, pending further consideration of the main legal case (CP No. 64 of 2023). This development indicates a temporary freeze on significant board-level changes amidst ongoing promoter-level disputes.
- NCLT Allahabad deferred the EGM requisitioned by holding company JMNIPL until March 19, 2026
- The EGM sought the removal of 7 Independent Directors and 1 Whole-time Director from the board
- The legal proceedings are part of a larger dispute under Company Petition No. 64 of 2023
- The court has directed the main case to be listed high on the board for the next hearing
- Current management and board structure will remain in status quo until the next judicial review
Jagran Prakashan is currently involved in a legal dispute at the NCLT Allahabad regarding a Special Notice to remove 7 Independent Directors and 1 Whole-Time Director. The company and its promoter entity, JMNIPL, have filed applications contesting the EGM request and seeking to regulate voting rights based on a 2023 board resolution. The NCLT has concluded hearings on these specific applications and has reserved its orders for pronouncement on February 27, 2026. This ongoing promoter-level conflict poses a significant risk to the company's corporate governance and board stability.
- NCLT Allahabad has reserved orders on applications regarding the removal of 7 Independent Directors and 1 Whole-Time Director.
- The legal challenge stems from a Special Notice and EGM request dated February 12, 2026, proposing major board changes.
- Promoter entity JMNIPL is seeking to enforce a July 14, 2023, Board Resolution to control voting procedures in shareholder meetings.
- The NCLT is scheduled to pronounce its decision on these specific applications on February 27, 2026, at 12:30 p.m.
- The dispute is part of a larger ongoing case (C.P. No. 64 of 2023) involving the Gupta family members.
Jagran Prakashan Limited (JPL) has filed a legal application to restrain a requisitioning shareholder from removing eight board members. The dispute involves a Special Notice dated February 12, 2026, which proposed the removal of seven Independent Directors and one Whole-Time Director. This legal move is part of an ongoing litigation (C.P. No. 64 of 2023) between the Mahendra Mohan Gupta and Devendra Mohan Gupta factions. The company is seeking to prevent the convening of an Extraordinary General Meeting (EGM) for these removals, highlighting significant internal promoter conflict.
- Legal application filed on February 20, 2026, in the matter of C.P. No. 64 of 2023.
- Seeks to block a Special Notice dated February 12, 2026, regarding director removals.
- Proposed removal involves 7 Independent Directors and 1 Whole-Time Director.
- Company aims to restrain shareholders from taking steps to convene an Extraordinary General Meeting.
Jagran Media Network Private Limited (JMNIPL), the holding company of Jagran Prakashan Limited (JPL), has issued a special notice to remove 7 Independent Directors and 1 Whole-time Director. The holding company alleges that these directors were not validly appointed because the Chairman, Mr. Mahendra Mohan Gupta, did not vote in accordance with JMNIPL board decisions. The matter is currently sub judice before the NCLT Allahabad Bench under petitions filed in 2023 and 2025. The JPL Board is currently evaluating legal options to respond to the request for an Extra-ordinary General Meeting (EGM).
- Holding company JMNIPL proposes removal of 7 Independent Directors and Whole-time Director Mr. Satish Chandra Mishra.
- Allegations involve invalid appointments due to voting discrepancies by Non-Executive Chairman Mahendra Mohan Gupta.
- Legal disputes are pending before NCLT Allahabad Bench under C.P. No. 64 of 2023 and C.P. No. 57 of 2025.
- JPL Board has decided to take appropriate legal steps in response to the EGM request and Special Notice.
- The dispute highlights significant internal friction within the promoter group and the board structure.
Jagran Media Network Private Limited (JMNIPL), the holding company of Jagran Prakashan, has issued a special notice seeking the removal of seven Independent Directors and one Whole-time Director, Mr. Satish Chandra Mishra. The holding company alleges that these directors were not validly appointed because the Chairman, Mr. Mahendra Mohan Gupta, did not exercise voting rights as directed by the JMNIPL Board. This internal governance conflict is currently sub judice before the NCLT Allahabad under two separate company petitions. The Board of Jagran Prakashan is currently evaluating legal steps to respond to the request for an Extra-ordinary General Meeting (EGM).
- Holding company JMNIPL issued a special notice on Feb 12, 2026, to remove 7 Independent Directors and 1 Whole-time Director.
- The removal is proposed on grounds that the directors were not validly appointed due to disputed voting right exercises.
- Legal disputes regarding voting control are pending before NCLT Allahabad (C.P. No. 64 of 2023 and C.P. No. 57 of 2025).
- The Board of Jagran Prakashan Limited is seeking legal recourse to address the EGM request and the special notice.
- The 7 Independent Directors targeted include Ms. Divya Karani, Mr. Shailendra Swarup, and Mr. Pramod Agarwal among others.
Jagran Prakashan reported a weak Q3FY26 with consolidated revenue declining 7.7% YoY to βΉ476.71 crores. Consolidated PAT for the quarter fell 12% to βΉ55.17 crores, impacted by lower advertisement revenues and a βΉ6.89 crore provision for the new labor code. However, the 9-month performance remains strong with PAT growing 23% to βΉ178.87 crores, though this was significantly aided by a βΉ31.80 crore one-time gain from a Keyman policy maturity. Segmentally, the flagship Dainik Jagran saw margin compression, while the Radio and Midday businesses faced revenue headwinds.
- Consolidated Q3 Revenue fell 7.7% YoY to βΉ476.71 crores, driven by a decline in advertisement income across print and radio.
- Standalone Q3 PAT decreased to βΉ52.43 crores from βΉ59.68 crores in the previous year.
- Operating profits were impacted by a βΉ6.89 crore provision made for the implementation of the new labor code.
- 9MFY26 PAT grew 23% YoY to βΉ178.87 crores, supported by βΉ31.80 crores from Keyman policy maturity proceeds.
- Radio business (Music Broadcast Ltd) saw a sharp revenue decline to βΉ46.48 crores from βΉ65.38 crores in Q3FY25.
Jagran Prakashan reported a standalone revenue of βΉ413.77 crore for Q3 FY2025-26, a 4.4% decline from βΉ433.01 crore in the previous year. Net profit for the quarter fell to βΉ52.43 crore from βΉ59.68 crore YoY, partially impacted by a one-time employee benefit cost of βΉ5.77 crore related to new labor codes. The company continues to operate without a Managing Director amid ongoing promoter-level litigation in the NCLT. Despite the internal disputes, management asserts there is no immediate adverse impact on the company's financial stability.
- Standalone Revenue from operations fell 4.4% YoY to βΉ41,377.14 Lakhs.
- Net Profit for the quarter decreased by 12.1% YoY to βΉ5,242.62 Lakhs.
- A one-time expense of βΉ576.94 Lakhs was recognized due to the implementation of New Labour Codes.
- Nine-month standalone profit for FY26 stands at βΉ18,549.90 Lakhs compared to βΉ21,111.61 Lakhs in FY25.
- Ongoing promoter disputes under Sections 241 and 242 of the Companies Act remain pending with the NCLT.
Jagran Prakashan Limited (JPL) has informed that the NCLT Allahabad bench has re-notified the hearing for two major company petitions to February 13, 2026. The petitions, involving promoter-level disputes (Mahendra Mohan Gupta vs. Devendra Mohan Gupta), were listed on February 3, 2026, but no arguments were heard as the bench was focused on urgent IBC matters. This ongoing legal battle under Sections 241 and 242 of the Companies Act concerns allegations of oppression and mismanagement within the promoter group. Previously scheduled hearing dates between February 4 and February 11, 2026, have been cancelled.
- Hearing for CP No. 64/2023 and CP No. 57/2025 rescheduled to February 13, 2026, at 3:00 p.m.
- No arguments were advanced during the February 3, 2026, session due to a Special Bench constitution for IBC matters.
- The legal dispute involves key promoters and Jagran Media Network Investment Private Limited regarding management control.
- Previous hearing dates between February 4 and February 11, 2026, have been officially cancelled.
- The company will provide further updates upon material developments in the proceedings.
Jagran Prakashan Limited has submitted its quarterly compliance certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018. The filing covers the quarter ended December 31, 2025, and confirms that the Registrar and Share Transfer Agent, Kfin Technologies Limited, has processed all dematerialization and rematerialization requests. This is a standard administrative procedure required for all listed companies to ensure the accuracy of shareholding records. There is no impact on the company's financial standing or operations.
- Compliance certificate submitted for the quarter ended December 31, 2025
- Filing adheres to Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018
- Registrar Kfin Technologies Limited confirmed processing of all security requests
- Information has been duly furnished to both BSE and NSE stock exchanges
Jagran Prakashan Limited has received a demand order from the GST authorities in Ranchi for the period FY 2018-19 to FY 2022-23. The order includes a tax demand of βΉ32,83,687 and an equivalent penalty of βΉ32,83,687, plus applicable interest. The dispute primarily concerns the reconciliation and entitlement of Input Tax Credit (ITC) availed by the company. Management believes the order is not legally tenable and intends to file an appeal, stating there is no immediate impact on financials or operations.
- Tax demand of βΉ32,83,687 confirmed by Deputy Commissioner, Central GST & Central Excise, Ranchi.
- Equivalent penalty of βΉ32,83,687 imposed under Section 74 of the CGST Act, 2017.
- The demand pertains to the five-year assessment period from FY 2018-19 to FY 2022-23.
- The order relates to alleged discrepancies in Input Tax Credit (ITC) reconciliation.
- Company plans to contest the order through an appeal or other legal options.
Jagran Prakashan Limited has announced the closure of its trading window for all designated persons and their immediate relatives starting January 1, 2026. This mandatory regulatory step is taken ahead of the declaration of financial results for the quarter and nine months ending December 31, 2025. The trading window will remain closed until 48 hours after the financial results are made public. The company will announce the specific date of the board meeting to approve these results in a separate future filing.
- Trading window closure effective from Thursday, January 1, 2026.
- Closure pertains to the financial results for the quarter and nine months ended December 31, 2025.
- Restriction applies to Designated Persons and their immediate relatives as per SEBI Insider Trading Regulations.
- Trading window will reopen 48 hours after the official announcement of the financial results.
Jagran Prakashan has provided a procedural update regarding two ongoing legal disputes before the NCLT Allahabad involving promoter-level conflicts. In the case of Mahendra Mohan Gupta vs. Devendra Mohan Gupta (C.P. No. 64 of 2023), final submissions from the respondents have commenced. In the newer case (C.P. No. 57 of 2025), the court has granted petitioners three weeks to file rejoinders. Both matters are now scheduled for further hearings in early February 2026, indicating that a final resolution is still several months away.
- C.P. No. 64 of 2023 adjourned for final submissions on Feb 3, 4, and Feb 9-11, 2026.
- Senior Counsel for Respondent No. 12 has officially commenced final arguments in the 2023 matter.
- Petitioners in C.P. No. 57 of 2025 granted 3 weeks to respond to replies filed by respondents.
- The 2025 petition case is specifically adjourned to February 3, 2026, for its next hearing.
- Disputes involve Sections 241, 242, and 244 of the Companies Act, 2013, relating to oppression and mismanagement.
Jagran Prakashan Limited (JPL) has provided an update regarding ongoing legal proceedings. The matters, "Mahendra Mohan Gupta and Ors. v. Devendra Mohan Gupta and Ors." (C.P. No. 64 of 2023) and "Shailendra Mohan Gupta and Ors. v. Jagran Media Network Investment Private Limited and Ors." (C.P. No. 57 of 2025), were heard on December 1, 2025, before the Honβble NCLT, Allahabad. In C.P. No. 64 of 2023, one Senior Counsel concluded submissions, with further submissions scheduled. In C.P. No. 57 of 2025, the NCLT directed respondents to file replies within one week. The matters have been adjourned for further hearing on December 18, 2025, at 3:00 p.m.
- C.P. No. 64 of 2023 listed before NCLT Allahabad on 01.12.2025
- C.P. No. 57 of 2025 listed before NCLT Allahabad on 01.12.2025
- Further hearing on both matters adjourned to 18.12.2025 at 3:00 p.m.
- Respondents in C.P. No. 57 of 2025 to file reply within one week
Financial Performance
Revenue Growth by Segment
In Q2FY26, Standalone Operating Revenue reached INR 413.77 Cr, a 10.1% increase from INR 375.76 Cr. Advertisement revenue grew 12.9% to INR 276.15 Cr. Dainik Jagran segment revenue grew 12.3% to INR 299.29 Cr. Digital revenue was INR 20.27 Cr, down 2% from INR 20.69 Cr. Outdoor and Event businesses grew by 27% and 8% respectively in the previous fiscal year.
Geographic Revenue Split
The company maintains a dominant market leadership position in the Hindi belt, covering 13 states including Uttar Pradesh, Uttarakhand, Bihar, Jharkhand, Punjab, Haryana, and the National Capital Region. Specific percentage split per state is not disclosed, but Dainik Jagran accounts for approximately 72% of standalone operating revenue.
Profitability Margins
Standalone Operating Profit for Q2FY26 was INR 70.09 Cr (16.9% margin), up 9.1% from INR 64.25 Cr. PAT for Q2FY26 rose 49.6% to INR 123.70 Cr, aided by INR 31.80 Cr from Keyman policy proceeds. Consolidated Net Profit Margin fell to 4.71% in FY25 from 8.15% in FY24 due to impairment losses in subsidiaries.
EBITDA Margin
Consolidated Operating Profit Margin was 15.41% in FY25, down from 19.05% in FY24. The decline was driven by higher impairment losses on financial assets in the Music Broadcast Ltd (MBL) subsidiary and lower overall revenues.
Capital Expenditure
The company maintains moderate capital expenditure plans, which are comfortably covered by a cash balance of INR 1,083 Cr as of March 31, 2025. Specific INR Cr figures for future capex are not disclosed, but historical debt obligations of INR 175 Cr were met in FY24.
Credit Rating & Borrowing
CRISIL has assigned 'CRISIL AA/Stable' for Jagran Prakashan Ltd and Music Broadcast Ltd, and 'CRISIL AA-/Stable' for Midday Infomedia Ltd. Interest coverage ratio stood at 13.56x (Consolidated) and 17.38x (Standalone) for FY25.
Operational Drivers
Raw Materials
Newsprint is the primary raw material, representing a substantial but unspecified percentage of operating costs. Volatility in newsprint prices is cited as a major risk to operating margins.
Import Sources
Not specifically disclosed in the documents, though newsprint is typically sourced both domestically and through imports in the Indian print industry.
Capacity Expansion
The company operates 300+ editions and sub-editions across 10 languages. It has a 13-state print presence and 19 digital media portals. No specific MTPA or unit-based expansion was quantified.
Raw Material Costs
Newsprint price volatility significantly impacted EBITDA margins in FY23. Prudent cost control and operational efficiencies in Q2FY26 contributed to a 16% increase in Dainik Jagran's operating profit to INR 69 Cr.
Manufacturing Efficiency
Operating margin for the core Dainik Jagran business improved to 23.01% in Q2FY26 from 22.38% in Q2FY25, reflecting improved operational efficiency.
Logistics & Distribution
Circulation revenue decreased by 6% in FY25 due to lower circulation volumes, following industry trends. The company is taking initiatives to stabilize circulation in H2 FY26.
Strategic Growth
Expected Growth Rate
10.10%
Growth Strategy
Growth is targeted through the integration of Radio and Digital offerings, expansion of non-Free Commercial Time (non-FCT) segments like events, and leveraging leadership in Tier-2 and Tier-3 cities. The company is also focusing on product enhancement by increasing pages per copy.
Products & Services
Newspapers (Dainik Jagran, Mid-day, Naidunia), Magazines (Sakhi), Radio broadcasting (Radio City), Digital news portals, Outdoor advertising (OOH), and Event management.
Brand Portfolio
Dainik Jagran, Radio City, Mid-day, Inext, Naidunia, Punjabi Jagran, Inquilab, Sakhi, GujaratiJagran.com, Jagran Prime.
New Products/Services
Launched GujaratiJagran.com and Jagran Prime. Digital reach has reached ~65 million users in the News/Information category.
Market Expansion
Focusing on deepening presence in the Hindi belt and growing the digital segment, which currently contributes approximately INR 20.27 Cr per quarter.
Market Share & Ranking
Dainik Jagran is the No. 1 newspaper in India by readership (6.9 Cr readers), leading the No. 2 competitor by 1.6 Cr readers (a 30% lead).
Strategic Alliances
Consolidated entities include Music Broadcast Ltd (MBL), Midday Infomedia Ltd (MIL), Leet OOH Media Pvt Ltd, MMI Online Ltd, and X-Pert Publicity Pvt Ltd.
External Factors
Industry Trends
The print industry faces headwinds from digital transformation. JPL is positioning itself by growing its digital, OOH, and events segments to 16% of total revenue in FY25 from 8% in FY19.
Competitive Landscape
Primary competitors in the Hindi daily segment include Amar Ujala and Hindustan, particularly in Uttar Pradesh and Uttarakhand.
Competitive Moat
The moat is built on a 7-decade brand legacy and a massive readership base of 6.9 Cr. This scale creates a network effect for advertisers that is difficult for competitors to replicate in the Hindi belt.
Macro Economic Sensitivity
Highly sensitive to economic cycles as advertisement revenue (the primary income source) fluctuates with corporate marketing budgets and GDP growth.
Consumer Behavior
Shift toward digital news consumption is impacting print circulation, which remains below pre-pandemic levels across the industry.
Geopolitical Risks
Global supply chain issues affecting newsprint availability and pricing represent the primary geopolitical risk.
Regulatory & Governance
Industry Regulations
Operations are subject to DAVP (Directorate of Advertising and Visual Publicity) rates for government advertisements and RNI (Registrar of Newspapers for India) regulations.
Taxation Policy Impact
Effective tax rate is standard for Indian corporates; Standalone PBT of INR 161.50 Cr resulted in PAT of INR 123.70 Cr in Q2FY26.
Legal Contingencies
There is ongoing litigation among the promoters. CRISIL notes that while it currently has no material financial implication, any adverse outcome could impact the credit risk profile.
Risk Analysis
Key Uncertainties
Volatility in newsprint prices (high impact on margins), promoter litigation (governance risk), and the pace of digital migration (long-term structural risk).
Geographic Concentration Risk
High concentration in the Hindi belt (North India), which accounts for the vast majority of print revenue.
Third Party Dependencies
Dependency on newsprint suppliers and government advertising bodies for revenue and receivables.
Technology Obsolescence Risk
Risk of print becoming obsolete; mitigated by investment in 19 digital portals and reaching 65 million digital users.
Credit & Counterparty Risk
Receivables from government departments take longer to recover, contributing to impairment losses on financial assets (INR 15 Cr provision in MBL in FY25).