Dear Shareholders,

The Directors have the pleasure in presenting the 42nd Annual Report and Audited Financial Statements of the Company for the year ended on March 31, 2018.

FINANCIAL RESULTS

The summarised standalone and consolidated financial results of the Company for the financial year ended March 31, 2018 as compared to the previous year are as under:

(Rs. in Lakh)

FINANCIAL HIGHLIGHTS

(i) Consolidated

The turnover of the Company was Rs.2,30,398.22 Lakh for the year ended March 31, 2018 as compared to Rs.2,28,295.14 Lakh in the previous year. The Company’s Profit for the year ended March 31, 2018 was Rs.31,097.64 Lakh as compared to Rs.34,932.12 Lakh in the previous year.

(ii) Standalone

The turnover of the Company was Rs.1,89,794.94 Lakh for the year ended March 31, 2018 as compared to Rs.1,90,007.72 Lakh in the previous year. The Company’s Profit for the year ended March 31, 2018 was Rs.26,601.30 Lakh as compared to Rs.31,606.43 Lakh in the previous year.

For a detailed analysis of financial performance, refer to report on Management Discussion and Analysis.

BUYBACK OF SHARES

I. In April 2017, the Company had completed a buyback of 1,55,00,000 fully paid up equity shares of face value of Rs.2 each representing 4.74% of the total number of outstanding equity shares of the Company at a price 195 per equity share for an aggregate amount of Rs.3,02,25,00,000, on proportionate basis through the tender offer route. Accordingly, the share capital of the Company was reduced from Rs.65,38,23,658 (32,69,11,829 shares) to Rs.62,28,23,658 (31,14,11,829 shares).

II. On April 27, 2018, the Board approved an yet another proposal for buyback of up to 1,50,00,000 fully paid up equity shares of face value of Rs.2 each representing 4.82% of the total number of outstanding equity shares of the Company, at a price of Rs.195 per equity share, for maximum amount of Rs.2,92,50,00,000 on proportionate basis through the tender offer route, subject to approval of the members of the Company by postal ballot/e-voting and also such other approvals, permissions and sanctions as may be required under law. The postal ballot/e-voting for obtaining approval of shareholder by way of special resolution is under progress as on the date of this Report.

DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs.3/- per equity share (Face value Rs.2 per equity share) for the financial year ended March 31, 2018, amounting to Rs.10,720.20 Lakh (inclusive of tax and after considering buyback of equity shares under progress which is expected to be completed before Book Closure date). The dividend payout is subject to approval of the members at the ensuing 42nd Annual General Meeting.

DEPOSITS

The Company has not accepted any deposit from public/shareholders in accordance with section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

CREDIT RATING

Details of credit rating assigned by CRISIL are given below:

*fully inter changeable with bank guarantee

DETAILS OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Retirement by Rotation

Mr. Dhirendra Mohan Gupta and Mr. Shailendra Mohan Gupta are directors liable to retire by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The brief resume of directors retiring by rotation but seeking re-appointment at the ensuing Annual General Meeting, their experience in specific functional areas and the companies in which they hold directorship and/ or membership/chairmanship of the committees of the Board, their shareholdings etc., as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”) is given in the Notice of the 42nd Annual General Meeting.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

During the year under review, none of the Directors or KMPs was appointed or resigned.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Every Independent Director, at the first meeting of the Board after appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, provides a declaration that he/she meets the criteria of independence as provided under law.

In accordance with section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence under section 149(7) of the Act.

ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Companies Act, 2013 and Listing Regulations mandate performance evaluation of the Board and its committees, the Chairman and individual directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee (‘NRC’) of the Board of Directors has put in place a robust evaluation framework for conducting the exercise. During the financial year 2017-18, NRC, for further improving the evaluation process made certain amendments in questionnaires.

Performance evaluation of the Board was done on key attributes such as composition, administration, corporate governance etc. Parameters for evaluation of directors included constructive participation in meetings and engagement with colleagues on the Board. Similarly, committees were evaluated on parameters such as adherence to the terms of mandate, deliberations on key issues etc. The Chairman of the Company was evaluated on leadership, guidance to the Board and overall effectiveness.

Responses submitted by Board Members were collated and analysed. Improvement opportunities emanating from this process were considered by the Board to optimise its overall effectiveness.

The evaluation process was anchored by an independent professional agency of international repute to ensure independence, confidentiality and neutrality. A report on the evaluation process and the results of the evaluation were presented by the agency to the Board.

The Nomination and Remuneration Policy of the Company is attached hereto as Annexure I to the Director’s Report.

COMMITTEES OF THE BOARD

The Company has Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility Committee which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes. The details with respect to the composition, powers, roles, terms of reference, policies etc. of relevant Committee are given in detail in the ‘Report on Corporate Governance’.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer to Report on Corporate Governance.

DISPOSAL OF SUBSIDIARY

Diaspark Techbuild Limited (formerly known as Naidunia Media Limited, “NML”) was a non-operating immaterial Wholly Owned Subsidiary of the Company for the last few years.

On November 9, 2017, Board of Directors of the Company approved to dispose off Company’s full shareholding in NML at a consideration of Rs.5 Lakh to its erstwhile promoter, Mr. Vinay Chhajlani (a nonrelated party) from whom the shares were acquired in the year 2012. Thereafter, on January 16, 2018 shares of Naidunia Media Limited (NML) held by the Company were transferred and NML ceased to be the subsidiary of the Company w.e.f January 16, 2018.

PERFORMANCE & FINANCIAL POSITION OF THE SUBSIDIARY, ASSOCIATES AND CONSOLIDATED FINANCIALS

In accordance with the Ind AS 110 on Consolidated Financial Statements read with the Ind AS 28 on Accounting for Investments in Associates notified under Section 129(3) of the Companies Act, 2013, the Audited Consolidated Financial Statements are provided in the Annual Report.

The financial statements of following subsidiary companies have been consolidated with the financial statements of the Company.

i. Midday Infomedia Limited

ii. Music Broadcast Limited

iii. Diaspark Techbuild Limited (formerly known as Naidunia Media Limited) upto January 16, 2018.

In addition, share in Profit/Loss of the following Associate Companies has been accounted for in the financial statement of the Company.

i. Leet OOH Media Private Limited

ii. X-Pert Publicity Private Limited

The Company has no joint venture.

The financial performance of the subsidiaries and associate companies are discussed in the Report on Management Discussion & Analysis. Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries and associates in Form AOC-1 form part of the Annual Report.

In accordance with section 136 of the Companies Act, 2013, the Annual Accounts of the subsidiaries, are available on the website of the Company and also open for inspection by any member at the Company’s Registered Office and the Company will make available these documents and the related detailed information upon request by any member of the Company or any member of its subsidiary Company who may be interested in obtaining the same.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year (2017-18) and the date of this Report other than that the Board approved a proposal for buyback of up to 150,00,000 fully paid up equity shares of Rs.2 each aggregating to Rs.29,250 Lakh at a price of 195/- per equity share, subject to the approval of the shareholders of the Company by way of special resolution through postal ballot/E-voting and subject to approvals of other regulatory authorities.

RELATED PARTY CONTRACTS/ARRANGEMENTS

All related party transactions that were entered during the financial year were in the ordinary course of business of the Company and on arm’s length basis. There were no materially significant related party transactions entered during the year by the Company with the Promoters, Directors, Key Managerial Personnel or other related parties which could have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transactions which are foreseen or are recurring in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the relevant details of the transactions.

The policy on dealing with related party transactions as approved by the Audit Committee is uploaded on the website of the Company at www.jplcorp. in.(weblink:http://jplcorp.in/new/pdf/RPT_policy.pdf).

Since all related party transactions entered by the Company were in the ordinary course of business and on an arm’s length basis, form AOC-2 as prescribed pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The details of the transactions with related parties are provided in Note No. 29 and 30 to the standalone and consolidated financial statements respectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested by the management as well as auditors and no reportable material weakness in the process or operation was observed.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

The details are provided in Note No. 5 to the standalone and consolidated financial statements.

LEGAL FRAMEWORK AND REPORTING STRUCTURE

In consultation with a professional agency of international repute, the Company has set up the necessary framework which is being updated for GST related activities. This has strengthened the compliance at all levels in the Company under supervision of the compliance officer who has been entrusted with the responsibility to oversee its functioning.

RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS

In consultation with a professional agency of international repute, the management has framed risk management policy and identified the key risks to the business and its existence. There is no risk identified that threatens the existence. For major risks, please refer to the section titled ‘Risks and Concerns’ of report on Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

As a responsible corporate citizen, your Company supports a charitable trust, Shri Puran Chandra Gupta Smarak Trust, to discharge its social responsibilities. Pehel, an outfit of the trust provides social services such as organising workshops/seminars to voice different social issues, health camps/road shows for creating awareness on the social concerns and helping the underprivileged. Pehel has been working with various national and international organisations such as World Bank and UNICEF on various projects to effectively discharge the responsibilities entrusted by the Company. Shri Puran Chandra Gupta Smarak Trust under its aegis has also been imparting primary, secondary, higher and professional education to more than 10800 students through schools and colleges at Kanpur, Noida, Lucknow, Varanasi, Dehradun and smaller towns Kannauj and Basti. The Company has also been assisting trusts and societies dedicated to the cause of promoting education, culture, healthcare, sanitation, etc.

Through its newspapers, the Company works on awakening the readers on social values and at the core of its editorial philosophy are 7 principles (called Saat Sarokaar) viz. Poverty Eradication, Healthy Society, Educated Society, Women Empowerment, Environment Conservation, Water Conservation and Population Management.

Beyond the content, we also leverage our massive reach to organise initiatives that are in spirit of these seven principles and have the potential to mobilise citizens and generate ground-level impact. Some of the initiatives undertaken in 2017-18 are detailed in Business Responsibility Report forming part of the Annual Report.

In FY 2014-15 and FY 2015-16, the Company spent the entire prescribed amount of 2% of the average net profits of the Company on CSR activities. In FY 2016-17, the Company spent Rs.500 Lakh on its CSR activities out of the prescribed amount of Rs.685 Lakh (1.46%). In FY 2017-18, the Company has spent Rs.200 Lakh on its CSR activities out of the prescribed amount of Rs.817.80 Lakh. As a socially responsible company, the Company is committed to increase its CSR impact over the coming years, with its aim of playing a larger role in India’s sustainable development by embedding wider economic, social and environmental objectives. The shortfall in expenditure during FY 2016-17 and FY 201718 was due to non availability of suitable opportunities.

The Company has adopted the CSR policy keeping into account section 135 of Companies Act, 2013. The salient features of Company’s CSR policy and its details of expenditure on CSR activities during FY 2017-18 as required under the Act read with rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure II. The CSR Policy is also uploaded on the corporate website www.jplcorp.in.(weblink:http:// jplcorp.in/new/pdf/CSR_Policy_Final.pdf)

ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

The Company promotes ethical behavior in all its business activities and in line with the best practices for corporate governance. It has established a system through which directors & employees may report breach of code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud and corruption etc. at work place without fear of reprisal. The Company has established a whistle blower mechanism for the directors and employees. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the employees/directors has been denied access to the Audit Committee. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and also available on the website of the Company at www.jplcorp.in.(weblink:http:// jplcorp.in/new/pdf/VIGIL_POLICY.pdf)

During FY 2017-18, there was no complaint reported by any director or employee of the Company under this mechanism.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, read with the rules made thereunder, the Company has in place a Prevention of Sexual Harassment (POSH) policy. Frequent communication of this policy is done through the programs to the employees. The Company has constituted Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is responsible for redressal of Complaints related to sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at March 31, 2018 in Form MGT-9 are set out in Annexure III to the Directors’ Report.

AUDITORS & AUDITORS’ REPORT

(a) Statutory Auditors & Audit Report

Pursuant to provisions of Section 139 of the Act and Rules thereunder, Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 41st Annual General Meeting of the Company held on September 28, 2017, till the conclusion of the 46th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 requiring ratification has been omitted by the Companies (Amendment Act) 2017, as notified by the Ministry of Corporate Affairs on May 7, 2018 resolution seeking ratification of their appointment is not required and therefore does not form part of the Notice convening the 42nd Annual General Meeting.

In terms of provisions of section 139 of the Companies Act, 2013, Deloitte Haskins & Sells, Chartered Accountants, Kolkata (FRN 302009E) have furnished a certificate that their appointment, continue to be within the limits prescribed under the said section of the Act.

There is no adverse comment in the Auditor’s Report, needing explanation.

(b) Secretarial Audit & Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Adesh Tandon & Associates, Practicing Company Secretaries to conduct Secretarial Audit for FY 2017-18. The Secretarial Audit Report in Form MR-3 for the financial year March 31, 2018 is set out in Annexure IV to the Directors’ Report.

The observations as contained in the Secretarial Audit Report are self-explanatory and needs no further clarifications.

OTHER DISCLOSURES

(i) No share (including sweat equity shares) to employees of the Company under any scheme was issued.

(ii) No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)

(c) and 134(5) of the Companies Act, 2013, the directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company at the end of the financial year;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Regulations 17 to 27 of Listing Regulations is set out separately and forms part of the Annual Report. The Company has been in compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to 27 of Listing Regulations.

BUSINESS RESPONSIBILITY REPORT

The ‘Business Responsibility Report’ (BRR) of the Company for the year under review describing initiatives taken by the Company from an environmental, social and governance perspectives as required under Regulation 34(2)(f) of the Listing Regulations is set out separately and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Regulation 34 of Listing Regulations is set out separately and forms part of the Annual Report.

FAMILIARISATION PROGRAMME FOR DIRECTORS

Upon appointment of a new Independent Director, the Company issues a formal letter of appointment which inter alia sets out in detail, the terms and conditions of appointment, their duties, responsibilities and expected time commitments, amongst others. The terms and conditions of their appointment are disclosed on the website of the Company.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Company’s performance. Detailed presentations on the Company’s businesses and updates on relevant statutory changes and important laws are also given in the meetings.

During the financial year familiarisation programme for directors was held to give an overview of and update on Companies Amendment Act, 2017 and SEBI’s Committee on Corporate Governance, 2017 (Kotak Committee). The details of familiarisation program for Directors are posted on the Company’s website (weblink:http://jplcorp.in/new/pdf/ORIENTATION_ AND_FAMILIARISATION PROGRAMME_2017-18.pdf).

PARTICULARS OF EMPLOYEES REMUNERATION

(i) The information as per the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is provided separately forming part of this Annual Report. Further, the Report and Financial Statement are being sent to the members excluding the aforesaid annexure.

In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered office of the Company. Members who are interested in obtaining such particulars may write to the Company Secretary of the Company.

(ii) The ratio of the remuneration of each director to the median employee(s) remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure V to the Director’s Report.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy as adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders of the Company as required under Regulation 43A of the Listing Regulations, is set out separately and forms part of the Annual Report and is also available on the Company’s website, (http:// jplcorp.in/new/pdf/dividend_distribution_policy.pdf).

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO a) Conservation of Energy

The Operations of the Company are not energy intensive; steps are continually taken to conserve energy in all possible ways.

In past few years, the Company has undertaken several initiatives in the areas of energy efficiency across locations to conserve the energy. Some of these initiatives include:

Replacement of conventional lighting with LED lighting across our locations.

Installation of star-rated energy efficient air conditioners.

Installation of energy meters for monitoring energy consumption of major electrical equipment.

Using printing equipment that runs on spray dampening technology which consumes half the water as compared to brush dampening technology.

Installation of rainwater harvesting structures at our locations.

Use of R-22 refrigerant in our air conditioners which has a lower global warming potential.

b) Technology Absorption

Technology absorption is a continuing process. In FY 2016-17, we adopted a technology for scheduling of advertisements. It resulted in decreasing of process time and has centralised and ensured better co-ordination among Editorial and Production functions. This mode provides synergy in planning multiple locations and different editions together by central team. The page taking time of hours was reduced to minutes. Reporting modules were made strong after the implementation of this technology. Chances of printing of wrong advertisements have been minimised. This has also helped us in distribution of advertisement materials all across publications seamlessly and more effectively.

ACKNOWLEDGMENTS

The Directors would like to express their sincere appreciation for the cooperation and assistance received from the Authorities, Readers, Hawkers, Advertisers, Advertising Agencies, Bankers, Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Associates, Suppliers as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment, abilities, contribution and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance. Their dedicated efforts and enthusiasm have been pivotal to the growth of the Company.

For and on Behalf of the Board of Directors

Place: New De!hi Mahendra Mohan Gupta

Date: May 25, 2018 Chairman and Managing Director