DEAR SHAREHOLDERS,
 
 THE DIRECTORS HAVE THE PLEASURE IN PRESENTING THE 35TH ANNUAL REPORT
 AND AUDITED ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED ON MARCH 31,
 2011.
 
 FINANCIAL RESULTS:
 
 The summarized standalone financial performance of the Company for the
 financial year ended March 31, 2011 as compared to previous year was as
 under:
 
                                                         (Rs. in Lakhs)
 
 PARTICULARS           Year ended March 31, 
                       2011                            Year ended March 
                                                       31,2010
 
 Sales and other income 
 (including increase/
 decrease in stock)           113842.72                    97611.18
 
 Total Expenditure             77306.32                    65957.80
 
 profit before Interest, 
 Depreciation, Prior 
 Period Adjustments and Tax    36536.40                    31653.38 
 (PBIDTA)
 
 Less: Interest                  719.53                      656.77
 
 Less: Depreciation             5642.70                     5074.66
 
 profit before Prior Period 
 Adjustment and Tax            30174.17                    25921.95
 
 Less: Prior Period 
 Adjustment (net)                   Nil                       Nil
 
 profit Before Taxes (PBT)      30174.17                    25921.95
 
 Less: Tax Expense              9591.04                     8331.62
 
 profit for the year (PAT)      20583.13                    17590.33
 
 Add: Balance of profit 
 brought forward               12068.01                     8610.09
 
 Balance available for 
 Appropriation                 32651.14                    26200.42
 
 Appropriations:
 
 Transfer to General Reserve    2100.00                     1800.00
 
 Interim Dividend                    -                      6023.41
 
 Proposed Final Dividend       11069.41                     4517.56
 
 Corporate Dividend Tax         1778.29                     1791.44
 
 Balance carried to 
 Balance Sheet                 17703.45                    12068.01
 
 
 FINANCIAL HIGHLIGHTS:
 
 During the year under review, the Company recorded an increase in
 operating revenue of 18.41%, which was contributed by the increases in
 all revenue streams including advertisement revenue, which increased by
 20.07% and circulation revenue which increased by 3.44 % as compared to
 the previous year. Out of Home Advertising and Event Management
 businesses increased significantly to Rs. 9395 lakhs as against Rs. 7086
 lakhs, an increase of 32.59% over the last year.
 
 The increase in PBIDTA, PBT, PAT and EPS over the previous year was
 primarily due to growth in advertisement revenue and revenue from
 outdoor advertising, event management, job printing and digital
 business. PBIDTA increased by 15.42% from Rs. 31,653.38 lakhs to Rs.
 36,536.40 lakhs, PBT increased by 16.4% from Rs. 25,921.95 lakhs to Rs.
 30,174.17 lakhs, PAT increased by 17.01% from Rs. 17,590.33 lakhs to
 Rs. 20,583.13 lakhs and EPS increased from Rs. 5.84 to Rs. 6.51 (also
 refer to the Report on Management Discussion and Analysis of the Annual
 Report).
 
 DIVIDEND:
 
 The Board of Directors at their meeting held on May 28th, 2011 has
 recommended dividend of Rs. 3.5 per equity share (175%) on 31,62,67,857
 equity shares of face value of Rs. 2 each, which, if approved at the
 ensuing Annual General Meeting, will be paid to (i) all those equity
 shareholders whose names appears in the Register of Members as on June
 16, 2011, and (ii) to those whose names appears as benefcial owners, as
 at the end of the business hours on June 16, 2011 as furnished by
 National Securities Depository Limited and Central Depository Services
 (India) Limited.
 
 The dividend, if approved by the shareholders, will entail an outgo of
 Rs. 12,847.7 lakhs including dividend tax.
 
 The register of members and share transfer books will remain closed
 from June 1 7, 2011 to June 22, 2011 both days inclusive. The Annual
 General meeting has been scheduled for August 26, 2011.
 
 FIXED DEPOSITS:
 
 The Company has not accepted any deposit from public/shareholders in
 accordance with section 58A of the Companies Act, 1956 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:
 
 CRISIL has assigned ‘AA/Positive''rating to Rs 120 Crores Cash Credit
 facility enhanced from Rs 100 crores, ‘AA/Positive(re-affirmed)''rating
 to Rs 50 Crores Term Loan facility and P1  (re-affirmed) rating to Rs 50
 Crores Commerical Paper programme.
 
 DIRECTORS:
 
 Mr. Gavin K. O''Reilly was non-executive director as nominee of
 Independent News & Media Investment Limited, Ireland (INMIL).  Afiter
 exit by INMIL from the Company, he has been taken as non- executive
 independent director on our Board in August, 2010.
 
 Mr. Dhirendra Mohan Gupta, Mr. Gavin K.O''Reilly, Mr. Rashid Mirza, Mr.
 Shashidhar Narain Sinha and Mr. Vijay Tandon are directors liable to
 retire by rotation and being eligible offer themselves for
 reappointment as proposed in the Notice of the ensuing Annual General
 Meeting.
 
 The brief resume of the directors retiring by rotation and seeking
 re-appointment at the ensuing Annual General Meeting, their experience
 in specific functional areas and the companies on which they hold
 directorship and / or membership / chairmanship of the committees of
 the Board, their shareholdings etc., as stipulated under clause 49 of
 the listing agreement with the Stock Exchanges, are given in section
 Report on Corporate Governance of the Annual Report.
 
 MANAGING DIRECTOR/WHOLE TIME DIRECTOR OF THE COMPANY:
 
 The Board in its meeting held on May 28, 2011, has re-appointed Mr.
 Mahendra Mohan Gupta as Chairman and Managing Director; Mr.  Sanjay
 Gupta as Whole time Director designated as Chief Executive Director;
 Mr. Dhirendra Mohan Gupta, Mr. Sunil Gupta and Mr.  Shailesh Gupta as
 Whole time Directors for the period of five years w.e.f. October 1, 2011
 on the fresh terms and conditions.
 
 The necessary resolutions for obtaining the approval of the
 shareholders for the appointment of Mr. Mahendra Mohan Gupta, Mr.
 Sanjay Gupta, Mr. Dhirendra Mohan Gupta, Mr. Sunil Gupta and Mr.
 Shailesh Gupta on the fresh terms and conditions are contained in the
 Notice of the ensuing Annual General Meeting.
 
 SCHEME OF ARRANGEMENT- ACQUISITION OF PRINT MEDIA BUSINESS OF MID-DAY
 MULTIMEDIA LIMITED:
 
 Pursuant to the Scheme of Arrangement formulated under the provisions
 of Sections 391 to 394 of the Companies Act, 1956 between Mid-Day
 Multimedia Limited (MML) and Jagran Prakashan Limited (JPL), as
 approved by the Honourable High Court of Judicature at Mumbai and
 Honourable High Court of Judicature at Allahabad vide their orders
 dated October 15, 2010 and January 4, 2011 respectively, which became
 effective on January 6, 2011, the investment in Midday Infomedia
 Limited (MIL) and all the estate, assets, rights, claims, title,
 interest, licenses, liabilities and authorities including accretions
 and appurtenances of MML pertaining to the Print Business (Demerged
 Undertaking) were transferred to JPL with effect from the Appointed
 Date i.e. April 1, 2010.
 
 Pursuant to the Scheme of Arrangement 1,50,97,272 equity shares of Rs.
 2 each have been issued to the shareholders of MML as consideration in
 the ratio of two fully paid-up Equity Shares of Rs. 2 each of the
 Company for every seven Equity Shares of Rs. 10 each held in MML as was
 determined by the Independent Valuer, Ernst & Young Private Limited..
 The equity shares have been listed with Bombay Stock Exchange Limited
 and National Stock Exchange of India Limited
 
 SUBSIDIARY COMPANY:
 
 As the result of the above Scheme of Arrangement the Midday Infomedia
 Limited has become 100% subsidiary of the Company w.e.f 1st April,
 2010.
 
 The Company has availed the general exemption from attaching a copy of
 the Balance Sheet, profit and Loss Account, Directors''Report and
 Auditors''Report of the subsidiary Companies and other documents
 required to be attached under Section 212(1) of the Companies Act,
 1956, to the Balance Sheet of the Company.
 
 The said exemption is available vide general circular no. 2/2011 issued
 by Ministry of Corporate Affairs dated February 8, 2011. Accordingly,
 the said documents are not being attached with the Balance Sheet of the
 Company. A gist of the financial performance of the subsidiary Companies
 is contained in the Annual Report.
 
 The Annual Accounts of the Subsidiary Company are open for inspection
 by any member/investor at the Company’s Registered office and the
 Company will make available these documents and the related detailed
 information upon request by any investor of the Company or any investor
 of its Subsidiary Company who may be interested in obtaining the same.
 
 CHANGES IN CAPITAL STRUCTURE:
 
 During the year ended March 31, 2011 the paid-up equity capital of the
 Company increased from Rs. 60,23,41,170/- compromising of 30,11,70,585
 equity shares of Rs. 2/- each to Rs. 63,25,35,714/- compromising of
 31,62,67,857 equity shares of Rs. 2/- each. The said increase in the
 paid-up equity share capital of the Company was consequent to the
 allotment of shares pursuant to the Scheme of Arrangement of the
 Company.
 
 EMPLOYEES STOCK OPTION PLAN:
 
 During the year, Jagran Prakashan Limited Employees Stock Option Plan
 (Plan) was introduced with the approval of the shareholders by postal
 ballot through the Special Resolutions in accordance with the
 provisions of the Memorandum and Articles of Association of the Company
 and the provisions of the Securities and Exchange Board of India
 (Employees Stock Option Scheme and Employees Stock Purchase Scheme)
 Guidelines, 1999 (the ESOP Guidelines).  The Remuneration/
 Compensation Committee will administer and monitor the Plan.
 
 The Plan is applicable from April, 2011. The Remuneration /
 Compensation Committee is in process of determining employees eligible
 for the Plan.
 
 DIRECTORS''RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by
 the Companies (Amendment) Act, 2000, the Directors confrm that:
 
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed except in case of AS- 26. The departure
 has been duly explained by way of Note to Accounts as well as in Report
 on Corporate Governance.
 
 ii. the directors have 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 as at March 31, 2011 and of the profit of the Company for
 that year;
 
 iii. the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 i v. the directors have prepared the annual accounts on a going concern
 basis.
 
 AUDITORS:
 
 M/s. Price Waterhouse, Chartered Accountants, Statutory Auditors of the
 Company hold office until the conclusion of the ensuing Annual General
 Meeting and are eligible for reappointment.
 
 AUDITORS''REPORT:
 
 The notes to Accounts referred to in the Auditors''Report adequately
 explain the Auditors''qualifcation. Please also refer to Clause 14(v)
 (c) of the Report on Corporate Governance forming part of Annual
 Report.
 
 CORPORATE GOVERNANCE:
 
 A Report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement entered with the Stock Exchanges, forms part of the
 Annual Report.
 
 The Company has been in compliance with all the norms of Corporate
 Governance as stipulated in Clause 49 of the Listing Agreement.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 Management Discussion and Analysis Report on financial condition and
 results of operations of the Company for the year under review as
 required under Clause 49 of the Listing Agreement entered with the
 Stock Exchanges is given as separate statement forming part of the
 Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 As a responsible corporate citizen, your company supports a specifically
 dedicated group’s outfit of Shri Puran Chandra Gupta Smarak Trust,
 Pehel, to discharge its social responsibilities and provide social
 services such as organizing workshops/seminars to voice different
 social issues, health camps/roadshows for creating awareness on the
 social concerns and helping underprivileged masses. Pehel has been
 working with various national and international organizations such as
 World Bank on various projects to effectively discharge the
 responsibilities entrusted by the company. Shri Puran Chandra Gupta
 Smarak Trust has also been imparting primary, secondary and higher
 education to nearly 6000 students through schools and colleges at
 Kanpur, Noida, Lucknow and smaller towns of Kannauj and Aligarh.  The
 company has also been assisting trusts and societies dedicated to the
 cause of promoting education, culture, healthcare, etc.
 
 STATUTORY INFORMATION:
 
 A.  PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are required
 to be set out in Annexure to the Directors''Report.  However, as per
 the provisions of section 219(1)(b)(iv) of the said Act, the Annual
 Report excluding the aforesaid information is being sent to all the
 Members of the Company and others entitled thereto.  Members who are
 interested in obtaining such particulars may write to the Company
 Secretary of the Company at its Registered office.
 
 B.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 a) Conservation of Energy
 
 Although the operations of the Company are not energy intensive, steps
 are being taken to conserve energy in all possible ways.  The details
 relating to Disclosure of Particulars with respect to conservation of
 energy in Form A to the Rules are not applicable to the printing and
 publication Industry.
 
 b) Technology Absorption
 
 The Company has not imported any specific technology for its printing
 and publication operations, although it has advanced technology
 printing machines, which are handled by the Company’s in-house
 technical team.
 
 
 
 GROUP COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE
 MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (MRTP):
 
 Persons constituting group as defined under the MRTP for the purpose
 of Regulation 3(1)(e)(i) of the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as
 amended from time to time, include those given in Annexure A which is
 attached herewith and forms part of this Annual Report.
 
 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 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 and hard work of all
 executives, officers and staff who enabled Company to deliver even in
 the diffcult economic conditions.
 
 
 For and on behalf of the board
 
 Mahendra Mohan Gupta 
 
 Chairman and Managing Director
 
 Place: Kanpur 
 
 Date: May 28, 2011