Just Dial Limited — Capital/Financing Update 2020

Jun 25, 2020

June 25, 2020

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To

BSE Limited National Stock Exchange Metropolitan Stock Exchange Department of Corporate of India Limited of India Limited Services Listing Department 4[th] Floor, Vibgyor Towers, Listing Department Exchange Plaza, Plot No. C 62,G - Block, P J Towers, Plot no. C/1, G Block, Opp. Trident Hotel, Dalal Street, Bandra-Kurla Complex, Bandra Kurla Complex, Mumbai – 400001 Bandra (East), Bandra (East), Scrip Code: 535648 Mumbai – 400051 Mumbai – 400098 Scrip Symbol: JUSTDIAL Scrip Symbol: JUSTDIAL

Sub: Submission of Certified true copy of special resolution passed by the - members for Buy back of equity shares of the Company

Dear Sir/Madam,

Pursuant to Regulation 5(v) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended, please find enclosed herewith the certified true copy of the special resolution passed by the members of the Company through postal ballot along with Explanatory Statement for approving the Buy-back of equity shares of the Company, the results of which were declared on June 23, 2020.

Kindly take the same on record.

Thanking You,

Yours truly,

For Just Dial Limited

MANAN Digitally signed by MANAN YOGENDRA UDANI DN: c=IN, o=Personal, postalCode=400064, st=Maharashtra, 2.5.4.20=70ab1c767f3eab5e57643772b2e92a YOGENDRA fed244ec0b39c561188bbe53cff5758e3a, serialNumber=2ed28603ebec3b9a48d700e2 4821714d74270f870bc406534c4120e2097bd UDANI e7d, cn=MANAN YOGENDRA UDANI Date: 2020.06.25 18:00:29 +05'30' Manan Udani Company Secretary Encl: As above

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CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY THE SHAREHOLDERS OF JUST DIAL LIMITED THROUGH POSTAL BALLOT ON TUESDAY, JUNE 23, 2020.

“RESOLVED THAT pursuant to Article 78 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Act” ), the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014, to the extent applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations” ) and in compliance with the Securities and Exchange Board of India (Buy- Back of Securities) Regulations, 2018, as amended (the “ Buy-back Regulations ”), including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions, sanctions and exemptions, as may be necessary, and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agrees to by the board of directors of the Company (the “Board” ), which expressions shall include any duly constituted or to be constituted committee by the Board to exercise its powers, including the powers conferred by this Special Resolution), consent of the members be and is hereby accorded for the buy-back by the Company of its fully paid-up Equity Shares of face value of ₹ 10/- (Rupees Ten only) each (the “Equity Shares” ) up to 31,42,857 (Thirty One Lakhs Forty Two Thousand Eight Hundred and Fifty Seven) Equity Shares (representing 4.84% of the total no. of equity shares of the paid-up equity share capital of the Company) at a maximum price of ₹ 700/- (Rupees Seven Hundred only) per Equity Share (the “Maximum Buy-back Price” ) payable in cash for an aggregate amount not exceeding ₹ 220,00,00,000/- (Rupees Two Hundred Twenty Crores Only) (the “Maximum Buy-back Size” ) excluding transaction costs viz. brokerage, advisor’s fees, intermediaries fees, public announcement publication fees, filing fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, income tax, stamp duty and other incidental and related expenses (the “Transaction Costs”) , which is approximately 23.92% of the total paid-up Equity Share Capital and free reserves (including Securities Premium Account) of the Company, as per the latest audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2019, through the tender offer route as prescribed under the Buy-back Regulations and the Act and the Rules made thereunder, on a proportionate basis from the equity shareholders or beneficial owners of Equity Shares of the Company, as on the record date to be decided at a later stage (the “ Buy-back ”).

RESOLVED FURTHER THAT at the Maximum Buy-back Price of ₹ 700/- per Equity Share and for the Maximum Buy-back Size up to ₹ 220,00,00,000/- (Rupees Two Hundred Twenty Crores Only) excluding Transaction Costs, the indicative number of Equity Shares that can be bought back will be up to 31,42,857 fully paid-up Equity Shares, representing 4.84% of the total no. of Equity Shares of the paid-up Equity Share capital of the Company and in the event the final Buy-back price is lower than ₹ 700/- per Equity Share, the indicative number of shares and percentage thereof shall increase accordingly.

RESOLVED FURTHER THAT the Buy-back shall, subject to applicable laws, be facilitated by tendering of Equity Shares by the members and settlement of the same, through the “Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting” as specified by the

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Securities and Exchange Board of India (“ SEBI ”) in the circular bearing number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, including any amendments or statutory modifications for the time being in force.

RESOLVED FURTHER THAT Buy-back shall be made by the Company from its current surplus and/or cash balances and/or internal accruals, and on such terms and conditions as the Board or a duly constituted committee thereof may decide from time to time in compliance with applicable provisions of the Companies Act and Buyback Regulations, in the absolute discretion as it may deem fit.

RESOLVED FURTHER THAT Company shall not use borrowed funds, directly or indirectly, whether secured or unsecured, of any form and nature, from banks and financial institutions for paying the consideration to the equity shareholders who have tendered their Equity Shares in the Buy-back.

RESOLVED FURTHER THAT 15% (fifteen percent) of the number of Equity Shares which the Company proposes to buy-back or such number of Equity Shares entitled as per the shareholding of small shareholders as on the record date, whichever is higher, shall be reserved for the small shareholders, in accordance with Regulation 6 of the Buy-Back Regulations.

RESOLVED FURTHER THAT the Buy-back would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Listing Regulations and under the Securities Contracts (Regulation) Rules, 1957, as amended.

RESOLVED FURTHER THAT the Company shall not Buy-back the locked-in Equity Shares or other specified securities and non-transferable shares or other specified securities until the pendency of the lock-in or until the Equity Shares or other specified securities become transferable.

RESOLVED FURTHER THAT the Buy-back from non-resident members of the Company, including overseas corporate bodies (OCBs), foreign portfolio investors, shareholders of foreign nationality, if any, etc., shall be subject to such approvals if, and to the extent necessary or required from the concerned authorities including approvals from the Reserve Bank of India (“ RBI ”) under the Foreign Exchange Management Act, 1999 and the rules, regulations framed thereunder, if any and that such approvals shall be required to be taken by such shareholders themselves.

RESOLVED FURTHER THAT in terms of Regulation 24(iii) of the Buy-back Regulations, Mr. Manan Udani, Company Secretary of the Company be and is hereby appointed as the Compliance Officer for the Buy-back and KFin Technologies Private Limited (formerly known as Karvy Fintech Private Limited) be and is hereby appointed as the Investor Service Centre and the registrar to the Buy-back and for redressing investor grievances.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do or to delegate all or any of the powers conferred hereinabove as it may in its absolute discretion deem fit, to any Committee of Director(s) or any one or more Director(s) or Officer(s) or Authorised Representative(s) (the “Buy-back Committee” ) of the Company, either jointly and / or severally, as may be necessary, expedient or proper with regard to the implementation of this Special Resolution and the Buy-back, including:

1. fixing the specific Buy-back price and number of Equity Shares within the Maximum Buy-back Size and other related particulars before making the Public Announcement for the Buy-back;

2. initiating all necessary actions for preparation and issue of various documents including letter of offer, opening, operation and closure of all necessary accounts including bank accounts as required under applicable law, entering into agreements, release of public announcement, filing of declaration of solvency, obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law, extinguishment of dematerialized Equity Shares and physical destruction of share certificates in respect of the Equity Shares bought back by the Company and such other undertakings, agreements, papers, documents and correspondence, as may be required from time to time to file in connection with the Buy-back with the SEBI, the RBI, the stock exchanges, the Registrar of Companies,

depositories and such other regulatory and statutory authorities;

1. the appointment of merchant bankers, brokers, legal counsels, bankers, escrow agents, registrars, depository participants, advertising agencies and other advisors, consultants, intermediaries or agencies, as may be required, for the implementation of the Buy-back;

2. fixing the remuneration including commission, brokerage, fees, charges, etc. and terms & conditions for the appointments referred to in point 3 above;

3. fixing the Record Date in accordance with the Buy-back Regulations for determining the eligible shareholders from whom the Buy-back of Equity Shares shall be made and finalize the terms of the Buyback including entitlement ratio, the schedule of activities for the Buy-back including finalizing the date of opening and closing of Buy-back and the timeframe for completion of Buy-back;

4. make all applications to the appropriate authorities for their requisite approvals including, but not limited to approvals as may be required from SEBI and other statutory, governmental or regulatory authorities including any amendments or statutory modifications for the time being in force;

5. entering into escrow arrangements as required in terms of the Buy-back Regulations, Opening, operation and closure of all necessary accounts including bank accounts, escrow bank account, special escrow bank account, depository accounts (including escrow account), trading account with the manager to the Buyback, for the purpose of payment and authorizing persons to operate the said accounts;

6. to initiate all necessary actions for preparation and issue of all statutory advertisements;

7. deciding the designated stock exchange for the Buy-back;

8. arrange for bank guarantees as may be necessary for the Buy-back in accordance with applicable laws;

9. make any alteration(s), modification(s), to the terms and conditions of the Buy-back in accordance with the statutory requirements and as it may deem necessary;

10. settle all such questions, difficulties or doubts that may arise in relation to the implementation of the Buyback; and

11. to do all such acts, matters and things incidental and in connection with the Buy-back and sign and deliver such documents as may be necessary, desirable and expedient.

RESOLVED FURTHER THAT nothing contained herein shall confer any right on the part of any member to offer and/ or any obligation on the part of Company or the Board to Buy-back any Equity Shares, or impair any power of the Company or the Board to terminate any process in relation to such Buy-back, if so permissible by law.

RESOLVED FURTHER THAT for the purpose of giving effect to this Special Resolution, the Board and the Buy-back Committee be and are hereby authorized to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, in relation to the Buy-back, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as it may, in absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buy-back without seeking any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. ”

For Just Dial Limited

MANAN Digitally signed by MANAN YOGENDRA UDANI DN: c=IN, o=Personal, postalCode=400064, st=Maharashtra, 2.5.4.20=70ab1c767f3eab5e57643772b2e92 YOGENDRA afed244ec0b39c561188bbe53cff5758e3a, serialNumber=2ed28603ebec3b9a48d700e 24821714d74270f870bc406534c4120e2097 UDANI bde7d, cn=MANAN YOGENDRA UDANI Date: 2020.06.25 18:01:24 +05'30'

Manan Udani Company Secretary

Place: Mumbai Date: 25/06/2020

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item 1: Approval for the Buy-back of Equity Shares of the Company through Tender Offer route

The Board of Directors of the Company at its meeting held on Thursday, April 30, 2020 (“ Board Meeting ”) has, subject to the approval of the Members of the Company by way of a Special Resolution and subject to such approvals of statutory, regulatory or governmental authorities as may be required under applicable laws, approved buy-back of fully paid-up Equity Shares of face value of ₹ 10/- (Rupees Ten only) each (“ Equity Shares ”) up to 31,42,857 (Thirty One Lakhs Forty Two Thousand Eight Hundred and Fifty Seven) Equity Shares, through the “Tender Offer” route as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buy-back Regulations” ), and the Companies Act, 2013, as amended (the “Act” ), the Companies (Share Capital and Debentures) Rules, 2014, Companies (Management and Administration) Rules, 2014, to the extent applicable and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, read with the Securities and Exchange Board of India Circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 (“ SEBI Circular ”) read with circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and circular SEBI/HO/ CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, including any amendments or statutory modifications for the time being in force, on a proportionate basis from the equity shareholders / beneficial owners of Equity Shares of the Company, as on the record date to be decided at a later stage, at a price not exceeding ₹ 700/- (Rupees Seven Hundred only) per Equity Share payable in cash for an aggregate amount not exceeding ₹ 220,00,00,000/- (Rupees Two Hundred Twenty Crores Only) (“ Maximum Buy Back Size ”) excluding transaction costs viz. brokerage, advisor’s fees, intermediaries fees, public announcement publication fees, filing fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, income tax, stamp duty and other incidental and related expenses (“Transaction Costs”), which is approximately 23.92% of the total fully paid-up Equity Share Capital and free reserves (including Securities Premium Account) as per the latest audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2019 (the last audited financial statements available as on the date of Board Meeting recommending the proposal for the Buy-back).

Since the Buy-back is more than 10% of the total paid-up Equity Share capital and free reserves (including Securities Premium Account) as per the latest audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2019, in terms of Section 68(2) of the Act, it is necessary to obtain the consent of the Members of the Company by way of a special resolution for the Buy-back. Further, as per Section 110 of the Act read with Rules made thereunder, the consent of the members of the Company by way of special resolution for the Buy-back can be obtained by means of Postal Ballot (including e-voting). Accordingly, the Company is seeking your consent for the aforesaid proposal as stated in the Special Resolution provided in this Postal Ballot Notice.

1. Rationale/Necessity of Buy-back:

The Buy-back is being proposed by the Company to return surplus funds to the shareholders, which are over and above its ordinary capital requirements and in excess of any current investment plans, in an expedient, effective and cost-efficient manner. Additionally, the Company’s management strives to increase shareholders’ value and the Buy-back would result in, amongst other things:

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• (i). optimizing returns to shareholders;

(ii). enhancing overall shareholder value;

(iii). achieving optimal capital structure;

(iv). mitigating the effects of short-term market volatility; and

• (v). enhancing shareholders’ confidence.

2. Description of Equity Shares and Number of Equity Shares eligible for the Buy-back:

The Company proposes to buy-back up to 31,42,857 equity shares of the face value of ₹ 10/- each representing up to 4.84% of the total no. of equity shares of the paid-up equity share capital of the Company at the maximum price of ₹ 700/- per Equity Share for an aggregate amount not exceeding ₹ 220,00,00,000/- (Rupees Two Hundred Twenty Crores Only).

3. Method to be adopted for the Buy-back:

The Company proposes to undertake the Buy-back, on a proportionate basis, through a tender offer in accordance with the provisions of the Buy-back Regulations, to the extent permissible, and the “Mechanism for acquisition of shares through Stock Exchanges” as prescribed under the SEBI Circular (the “ SEBI Circular ”). The Buy-back will be implemented in accordance with the Act read with the rules framed thereunder, the Buy-back Regulations, the SEBI Circular and on such terms and conditions as may be deemed fit by the Company.

15% of the number of Equity Shares which the Company proposes to buy-back or such number of Equity Shares entitled as per the shareholding, whichever is higher, shall be reserved for small shareholders, in accordance with Regulation 6 of the Buy-back Regulations.

A “small shareholder” in accordance with Regulation 2(i)(n) of the Buy-back Regulations is a shareholder of a listed company, who holds shares or other specified securities whose market value, on the basis of closing price of shares or other specified securities, on the recognized stock exchange in which highest trading volume in respect of such securities, as on the record date, is not more than ₹ 2,00,000/-.

As required under the Buy-back Regulations, the Company will announce a record date (“ Record Date ”) for determining the names of the Members holding Equity Shares of the Company who will be eligible to participate in the Buy-back (“ Eligible Shareholder(s) ”). Consequent to the approval of the Buy-back, Eligible Shareholders will receive a Letter of Offer along with a Tender/Offer Form indicating their entitlement. The Equity Shares to be bought back is divided in two categories:

• i. Reserved category for Small Shareholders; and

• ii. General category for all other shareholders.

Based on the holding on the Record Date, the Company will determine the entitlement of each Eligible Shareholder to tender their shares in the Buy-back. This entitlement for each Eligible Shareholder will be calculated based on the number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of the Buy-back applicable in the category to which such shareholder belongs.

Shareholders’ participation in Buy-back will be voluntary. Eligible Shareholder(s) holding Equity Shares of the Company can choose to participate and get cash in lieu of shares to be accepted under the Buy-back or they may choose not to participate. Eligible Shareholder(s) holding Equity Shares of the Company may also chose to accept only a part of their entitlement. Eligible Shareholder(s) holding Equity Shares of the Company also have the option of tendering additional shares (over and above their entitlement) and participate in the shortfall created due to nonparticipation of some other shareholders, if any.

Detailed instructions for participation in the Buy-back (tender of equity shares in the Buy-back) as well as the relevant time table will be included in the Letter of Offer which will be sent in due course to the equity shareholders as on the record date.

4. Maximum amount required under the Buy-back, its percentage of total paid up equity share capital and free reserves and the sources of funds from which the Buy-back would be financed:

The maximum amount required for the Buy-back will not exceed ₹ 220,00,00,000/- and the said amount is approximately 23.92% of the total paid-up Equity Share Capital and free reserves (including Securities Premium Account) as per the latest audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2019.

Buy-back shall be made by the Company from its current surplus and/or cash balances and/or internal accruals, and on such terms and conditions as the Board or a duly constituted committee thereof may decide from time to time in compliance with applicable provisions of the Companies Act and Buy-back Regulations, in the absolute discretion as it may deem fit. The Company shall transfer a sum equal to the nominal value of the Equity Shares proposed to be bought back in the Buy-back to the Capital Redemption Reserve account and the details of such transfer shall be disclosed in its subsequent audited Balance Sheet.

5. Maximum Buy-back Price and the Basis of arriving at the Maximum Buy-back Price:

The Equity Shares are proposed to be bought back at a price not exceeding ₹ 700/- per Equity Share (the “Maximum Buy-back Price” ).

The Buy-back Offer Price has been arrived at after considering various factors, including the volume weighted average prices /closing prices of the equity shares of the Company on BSE Limited and National Stock Exchange of India Limited (the “Stock Exchanges” ) where the Equity Shares are listed and traded, the net worth of the Company and the impact of the Buy-back on the earnings per Equity Share.

The Maximum Buy-back Price of ₹ 700/- per equity shares represents (i) premium of 87.18% on BSE and 73.49% on NSE over the volume weighted average price of the equity shares on BSE and NSE respectively for three months preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buyback; (ii) premium of 109.38% on BSE and 108.39% on NSE over the volume weighted average price of the equity shares on BSE and NSE respectively for 2 weeks preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy-back; and (iii) premium of 100.83% on BSE and 100.77% on NSE over the closing market price of the equity shares on BSE and NSE as on April 27, 2020 i.e. the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy-back.

6. Maximum Number of Equity Shares that the Company proposes to Buy-back:

The Board of Directors or the Buy-back Committee formed by them, is hereby authorised to decide the final Buyback price before making the Public Announcement, but at the Maximum Buy-back Price of ₹ 700/-per Equity Share and for Maximum Buy-back Size not exceeding ₹ 220,00,00,000/- excluding Transaction Costs. The indicative maximum number of Equity Shares that can be bought back would be up to 31,42,857 Equity Shares (representing 4.84% of the total number of equity shares of the paid-up equity share capital of the Company). In the event the final Buy-back price is lower than ₹ 700/-per Equity Share (“ Maximum Buy-back Price ”), the indicative number of shares and the percentage thereof shall go up accordingly.

7. Time limit for completing the Buy-back:

The Buy-back, subject to applicable regulatory consents and approvals, is proposed to be completed within 12 months from the date of passing Special Resolution though Postal Ballot.

8. Compliance with Section 68(2)(c) of the Companies Act:

The aggregate paid-up Equity Share capital and free reserves as per latest audited standalone and consolidated financial statements as at March 31, 2019 is ₹ 919,63,42,557 and ₹ 919,71,12,954 respectively. Under the provisions of the Act, the funds deployed for the Buy-back cannot exceed 25% of the total paid-up Equity Share capital and free reserves of the Company, being up to ₹ 229,90,85,639 and ₹ 229,92,78,238, as per the latest audited standalone and consolidated financial statements as at March 31, 2019 respectively. The maximum amount proposed to be utilized for the Buy-back, is up to ₹ 220,00,00,000 and is therefore within the limit of up to 25% of the Company’s total paid-up Equity Share capital and free reserves as per the latest audited standalone and consolidated financial

statements as at March 31, 2019.

Further, under the Act, the number of Equity Shares that can be bought back during the current financial year cannot exceed 25% of total no. of equity shares of the paid-up Equity Share capital of the Company. The Company proposes to Buy-back up to 31,42,857 Equity Shares representing 4.84% of the total no. of Equity Shares of the paid-up equity share capital of the Company which is within the limit of upto 25% of the total paid-up Equity Shares of the Company. In the event the final Buy-back price is lower than ₹ 700 per Equity Share (being, the Maximum Buy-back Price), the indicative number of Equity and percentage thereof shall increase accordingly.

9. Shareholding Details:

• (i). Aggregate shareholding of the Promoters and of the directors of the promoter, where the promoter is a company and of the persons who are in control of the Company as on the date of the Board Meeting and/ or the date of this Postal Ballot Notice :

Sr. No.	Name	Designation	Number of Equity Shares	% of Shareholding
1.	V. S. S. Mani	Promoter	1,94,72,804	30.00
2.	Ramani Iyer	Promoter	3,83,163	0.59
3.	V. Krishnan	Promoter	4,82,444	0.74
4.	Anita Mani	Promoter	11,60,760	1.79
5.	EshwaryKrishnan	Promoter Group	2,02,228	0.31
	Total		2,17,01,399	33.44

• (ii). Directors and Key Managerial Personnel (KMP) of the Company as on the date of the Board meeting and/or date of this Postal Ballot Notice:

Sr. No.	Name	Designation	Number of Equity Shares	% of Shareholding
1.	Abhishek Bansal	Whole-time Director and CFO	6,527	0.01
2.	SanjayBahadur	Director	6,500	0.01
	Total		13,027	0.02

• (iii). The aggregate number of shares or other specified securities purchased or sold by persons mentioned in paragraph (i) above from a period of six months preceding the date of the Board Meeting at which the buy-back was approved being April 30, 2020 till the date of this Postal Ballot Notice.

Name	Aggregate No. of Shares Purchased or Sold	Nature of Transaction	Maximum Price (in₹)	Date of Maximum Price	Minimum Price (in₹)	Date of Minimum Price
Anita Mani	5,63,251	Market Purchase	492.65	February 25, 2020	276.40	March 25, 2020
Ramani Iyer	(1,50,000)	Market Sale	517.50	February 4, 2020	517.50	February 4, 2020
V. Krishnan	(18,100)	Market Sale	587.00	December 24, 2019	488.15	February 18, 2020
	(81,400)	Invocation of Pledge	534.12	November 18, 2019	302.59	March 17, 2020
Eshwary Krishnan	(1,54,948)	Shares lent under SLB Mechanism	NA	NA	NA	NA
	1,54,948	Release of Shares lent under SLB Mechanism	NA	NA	NA	NA

Note: For Equity Shares which were lent or released under the SLB Mechanism, the value of the transaction

has been considered as Nil.

10. Intention of the promoters and person in control of the Company to tender shares or other specified securities for buy-back:

The promoters and person in control of the Company have expressed their intention to participate in the Buy-back and offer up to their respective shareholding as on the record date, or such number of shares based on their entitlement, as required in compliance with the Buy-back Regulations or terms of the Buy-back.

Details of the date and price of acquisition of the shares that promoters and persons in control intend to tender are set-out below:

(i). Mr. V. S. S. Mani:

Date of Transaction	**Nature of Transaction **	No. of Equity Shares	Nature of Consideration	Face Value (in₹)	Issue/ Acquisition/ Sale Price per Equity Share (in₹)
October 11, 1993	Subscription to memorandum	10	Cash	10	10.00
March 31, 1995	Allotment	3,275	Other than cash	10	-
March 31, 1997	Allotment	20,350	Other than cash	10	-
October 1, 1998	Purchase	42,381	Cash	10	10.00
November 19, 1998	Allotment	11,800	Cash	10	10.00
May25, 2000	Sale	(38,908)	Cash	10	1,435.95
March 1, 2003	Allotment	85,000	Cash	10	10.00
March 31, 2004	Allotment	170,000	Cash	10	10.00
October 28, 2005	Allotment	273,400	Cash	10	10.00
February10, 2006	Gifted	(50,000)	Gift	10	-
March 21, 2006	Purchase	2,278	Cash	10	440.00
May30, 2006	Purchase	15,298	Cash	10	440.00
September 28, 2006	Purchase	1,749	Cash	10	440.00
September 28, 2006	Gifted	(39,636)	Gift	10	-
December 19, 2006	Buy-back of Equity Shares byour Company	(26,243)	Cash	10	2,574.00
February24, 2007	Sale	(500)	Cash	10	10.00
February 24, 2007	Buy-back of Equity Shares byour Company	(13,393)	Cash	10	2,651.00
April 25, 2007	Sale	(6,806)	Cash	10	440.00
June 22, 2007	Received asgift	11,170	Gift	10	-
June 22, 2007	Sale	(2,792)	Cash	10	4,607.00
June 22, 2007	Sale	(53,058)	Cash	10	4,595.00
August 24, 2009	Purchase	3	Cash	10	3,250.00
April 24, 2010	Allotment	22,295,790	Bonus issue in the ratio of 55:1	10	-
March 25, 2011	Gifted	(387,224)	Gift	10	-
May 11, 2012	Allotment pursuant to conversion of Preference Shares Series B	1	-	10	-
August 8, 2012	Sale	(982,276)	Cash	10	488.66
June 1, 2013	Sale (IPO)	(1,557,658)	Cash	10	525.30

March 17, 2016	Buy-back of Equity Shares byour Company	(258,671)	Cash	10	1,550.00
August 25, 2016	Purchase	320,000	Cash	10	481.97
August 26, 2016	Purchase	169,597	Cash	10	499.80
August 29, 2016	Purchase	1,380	Cash	10	499.90
August 31, 2016	Purchase	12,000	Cash	10	503.62
September 2, 2016	Purchase	928	Cash	10	478.37
September 29, 2016	Purchase	180,000	Cash	10	430.72
September 30, 2016	Purchase	20,000	Cash	10	419.38
January 9, 2019	Buy-back of Equity Shares byour Company	(746,441)	Cash	10	800.00
Total		19,472,804

(ii). Mrs. Anita Mani:

Date of Transaction	**Nature of Transaction **	No. of Equity Shares	Nature of Consideration	Face Value (in₹)	Issue/ Acquisition/ Sale Price per Equity Share (in₹)
October 11, 1993	Subscription to memorandum	10	Cash	10	10.00
March 31, 1995	Allotment	3,775	Other than cash	10	-
March 31, 1997	Allotment	24,150	Other than cash	10	-
October 1, 1998	Sale	(14,781)	Cash	10	10.00
November 19, 1998	Allotment	6,300	Cash	10	10.00
May25, 2000	Sale	(9,727)	Cash	10	1,435.95
April 24, 2010	Allotment	534,985	Bonus issue in the ratio of 55:1	10	-
February24,2015	Received asgift	84,000	Gift	10	-
March 17, 2016	Buy-back of Equity Shares byour Company	(8,224)	Cash	10	1,550.00
January 9, 2019	Buy-back of Equity Shares byour Company	(22,979)	Cash	10	800.00
February25, 2020	Purchase	50,000	Cash	10	492.65
February27, 2020	Purchase	50,000	Cash	10	479.10
March 2, 2020	Purchase	200,000	Cash	10	483.87
March 12, 2020	Purchase	107,969	Cash	10	389.03
March 13, 2020	Purchase	90,302	Cash	10	361.19
March 25, 2020	Purchase	64,980	Cash	10	276.40
Total		1,160,760

(iii). Mr. Ramani Iyer:

Date of Transaction	**Nature of Transaction **	No. of Equity Shares	Nature of Consideration	Face Value (in₹)	Issue/ Acquisition/ Sale Price per Equity Share (in₹)
March 31, 1997	Allotment	2,550	Cash	10	10.00
October 1, 1998	Sale	(2,550)	Cash	10	10.00

February10,2006	Received asgift	25,000	Gift	10	-
September 28,2006	Received asgift	19,818	Gift	10	-
June 22, 2007	Gifted	(5,585)	Gift	10	-
April 24, 2010	Allotment	2,157,815	Bonus issue in the ratio of 55:1	10	-
June 29, 2011	Sale	(163,763)	Cash	10	344.88
June 1, 2013	Sale (IPO)	(618,174)	Cash	10	525.30
February24,2015	Gifted	(84,000)	Gift	10	-
April 6, 2015	Sale	(20,000)	Cash	10	1,316.00
April 8, 2015	Sale	(100,000)	Cash	10	1,368.63
March 17, 2016	Buy-back of Equity Shares byour Company	(15,879)	Cash	10	1,550.00
June 27, 2016	Sale	(30,000)	Cash	10	626.82
March 7, 2017	Sale	(75,000)	Cash	10	559.20
January 9, 2019	Buy-back of Equity Shares byour Company	(40,280)	Cash	10	800.00
July31, 2019	Sale	(255,000)	Cash	10	691.12
August 1, 2019	Sale	(108,336)	Cash	10	698.14
August 2, 2019	Sale	(53,453)	Cash	10	694.91
August 5, 2019	Sale	(100,000)	Cash	10	697.39
February4, 2020	Sale	(150,000)	Cash	10	517.50
Total		383,163

(iv). Mr. V. Krishnan:

Date of Transaction	**Nature of Transaction **	No. of Equity Shares	Nature of Consideration	Face Value (in₹)	Issue/ Acquisition/ Sale Price per Equity Share(in₹)
March 31, 1997	Allotment	2,550	Cash	10	10.00
October 1, 1998	Sale	(2,550)	Cash	10	10.00
February10, 2006	Received asgift	25,000	Gift	10	-
September 28, 2006	Received asgift	19,818	Gift	10	-
June 22, 2007	Gifted	(5,585)	Gift	10	-
April 24, 2010	Allotment	21,57,815	Bonus issue in the ratio of 55:1	10	-
March 25, 2011	Received asgift	3,87,224	Gift	10	-
June 29, 2011	Sale	(1,63,763)	Cash	10	344.88
August 8, 2012	Sale	(3,73,000)	Cash	10	488.66
June 1, 2013	Sale (IPO)	(6,32,144)	Cash	10	525.30
March 17, 2015	Creation of Pledge	1,00,000	Cash	10	1,178.35

March 31, 2015	Sale	(13,225)	Cash	10	1,323.03
April 01, 2015	Sale	(27,140)	Cash	10	1,326.39
April 21, 2015	Sale	(6,000)	Cash	10	1,070.48
July10, 2015	Sale	(15,000)	Cash	10	1,181.66
August 20, 2015	Sale	(2,700)	Cash	10	960.93
December 3, 2015	Gifted	(2,00,000)	Gift	10	-
March 17, 2016	Buyback of Equity Shares byour Company	(15,141)	Cash	10	1550.00
March 21, 2016	Sale	(13,680)	Cash	10	642.40
March 22, 2016	Sale	(2,823)	Cash	10	700.03
March 23, 2016	Sale	(13,497)	Cash	10	741.85
March 29, 2016	Gifted	(60,316)	Gift	10	-
March 30, 2016	Creation of Pledge	90,600	Cash	10	748.75
June 20, 2016	Sale	(5,000)	Cash	10	658.34
June 29, 2016	Creation of Pledge	1,50,000	Cash	10	601.45
July12, 2016	Release of Pledge	15,500	Cash	10	578.45
July14, 2016	Release of Pledge	55, 000	Cash	10	572.90
September 29, 2016	Sale	(3,700)	Cash	10	450.13
October 25, 2016	Creation of Pledge	50,000	Cash	10	448.20
October 26, 2016	Creation of Pledge	70,000	Cash	10	450.05
November 22, 2016	Sale	(25,000)	Cash	10	372.65
November 23, 2016	Sale	(27,000)	Cash	10	370.10
November 25, 2016	Sale	(6,513)	Cash	10	370.95
November 30, 2016	Sale	(42,700)	Cash	10	376.43
February17, 2017	Release of Pledge	4,000	Cash	10	460.50
February21, 2017	Release of Pledge	3,000	Cash	10	506.80
April 28, 2017	Release of Pledge	43,000	Cash	10	502.45
July14, 2017	Creation of Pledge	48,000	Cash	10	357.55
January25, 2018	Release of Pledge	5390	Cash	10	578.85
February1, 2018	Sale	(59,000)	Cash	10	508.96
February19, 2018	Sale	(50,000)	Cash	10	450.33
February20, 2018	Sale	(42,700)	Cash	10	438.09
February27, 2018	Creation of Pledge	175000	Cash	10	449.25
March 1, 2018	Gifted	(20,280)	Gift	10	-
April 12, 2018	Sale	(13,950)	Cash	10	453.95
April 13, 2018	Sale	(2,235)	Cash	10	446.88
June 22, 2018	Sale	(27,266)	Cash	10	558.44
July11, 2018	Creation of Pledge	40, 000	Cash	10	584.55

July13, 2018	Creation of Pledge	45,000	Cash	10	571.30
October 9, 2018	Invocation of Pledge	(1,03,880)	Cash	10	430.18
October 25, 2018	Release of Pledge	42,710	Cash	10	447.75
January 9, 2019	Buyback of Equity Shares byour Company	(22,842)	Cash	10	800.00
July9, 2019	Release of Pledge	24,000	Cash	10	812.25
July26, 2019	Creation of Pledge	28,000	Cash	10	710.50
August 7, 2019	Release of Pledge	10,000	Cash	10	712.50
August 14, 2019	Creation of Pledge	10,000	Cash	10	671.80
August 21, 2019	Release of Pledge	10,000	Cash	10	682.60
August 30, 2019	Creation of Pledge	10,000	Cash	10	712.25
September 5, 2019	Release of Pledge	10,000	Cash	10	713.60
September 9, 2019	Creation of Pledge	10,000	Cash	10	744.50
September 20, 2019	Release of Pledge	10,000	Cash	10	678.40
September 23, 2019	Creation of Pledge	10,000	Cash	10	696.80
September 30, 2019	Sale	(11,833)	Cash	10	684.50
November 13, 2019	Release of Pledge	24,000	Cash	10	512.55
November 13, 2019	Creation of Pledge	24,000	Cash	10	512.55
November 18, 2019	Invocation of Pledge	(10,000)	Cash	10	526.65
December 3, 2019	Release of Pledge	12,000	Cash	10	543.65
December 5, 2019	Creation of Pledge	13,000	Cash	10	577.65
December 24, 2019	Sale	(4,100)	Cash	10	587.00
January31, 2020	Release of Pledge	24,000	Cash	10	562.30
February3, 2020	Sale	(10,000)	Cash	10	521.73
February07, 2020	Creation of Pledge	14,000	Cash	10	534.10
February11, 2020	Creation of Pledge	15,000	Cash	10	505.20
February18, 2020	Invocation of Pledge	(11,400)	Cash	10	487.29
February18, 2020	Sale	(4,000)	Cash	10	488.15
February27, 2020	Invocation of Pledge	(10,000)	Cash	10	483.94
March 03, 2020	Release of Pledge	96,000	Cash	10	498.50
March 04, 2020	Release of Pledge	3,000	Cash	10	487.75
March 12, 2020	Creation of Pledge	30,000	Cash	10	374.60
March 13, 2020	Creation of Pledge	19,000	Cash	10	380.15
March 17, 2020	Invocation of Pledge	(50,000)	Cash	10	302.59
Total		4,82,444

Note: Please note that since the price cannot be derived for the creation and release of the pledge on Equity Shares, closing price of National Stock Exchange of India Limited is considered as the price as on the date of the relevant transaction.

(v). Mrs. Eshwary Krishnan:

Date of Transaction	**Nature of Transaction **	No. of Equity Shares	Nature of Consideration	Face Value (in₹)	Issue/ Acquisition/ Sale Price per Equity Share (in₹)
December 3, 2015	Received as gift	200,000	Gift	10	-
February 23, 2018	Sale	(9,403)	Cash	10	463.33
February 26, 2018	Sale	(877)	Cash	10	466.71
March 1, 2018	Received as gift	20,280	Gift	10	-
January 9, 2019	Buy-back of Equity Shares by our Company	(7,772)	Cash	10	800.00
January 14, 2020	Shares lent under SLB Mechanism	(154,948)	NA	10	NA*
February 6, 2020	Release of Shares lent under SLB Mechanism	100,000	NA	10	NA*
March 5, 2020	Release of Shares lent under SLB Mechanism	54,948	NA	10	NA*
Total		202,228

Note: For Equity Shares which were lent or released under the SLB Mechanism, the value of the transaction has been considered as nil.

11. Confirmation that there are no defaults subsisting in the repayment of deposits and interest payment thereon, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks:

The Company confirms that there are no defaults subsisting in the repayment of deposits and interest payment thereon, redemption of debentures or preference shares or payment of dividend to any shareholder or repayment of any term loan or interest payable thereon to any financial institution or banking company.

12. Confirmation from the Board:

The Board confirms that it has made a full enquiry into the affairs and prospects of the Company and has formed the opinion that:

• (i). immediately following the date of Board Meeting, i.e. April 30, 2020 and the date on which the Special Resolution for the Buy-back through Postal Ballot will be passed, there will be no grounds on which the Company could be found unable to pay its debts;

• (ii). as regards the Company’s prospects for the year immediately following the date of Board Meeting i.e. April 30, 2020 as well as the date on which the special resolution for the Buy-back through Postal Ballot will be passed and having regards to the Board’s intentions with respect to the management of the Company’s business during that year and to the amount and character of the financial resources, which will, in the Board’s view, be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of Board Meeting as well as within a period of one year from the date on which the Special Resolution for the Buy-back through Postal Ballot will be passed; and

• (iii). that in forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Companies Act, 2013 or the Insolvency and Bankruptcy Code, 2016, as amended.

13. Report addressed to the Board of Directors by the Company’s Auditors on the permissible capital payment and the opinion formed by directors regarding insolvency:

The text of the Report dated May 22, 2020 received from Deloitte Haskins and Sells LLP, Chartered Accountants, Statutory Auditors of the Company, addressed to the Board of Directors of the Company is reproduced below:

Quote:

To, The Board of Directors Just Dial Limited Palm Court Building M, 501/B, 5th floor, New link road Malad (W), Mumbai – 400 064

Dear Sirs/Madam,

Subject: Statutory Auditor’s report in respect of proposed buyback of equity shares by Just Dial Limited (the Company) in terms of clause (xi) of Schedule I of Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (as amended) (the Buyback Regulations).

1. This Report is issued in accordance with the terms of our engagement letter dated May 15, 2020.

2. The Board of Directors of Just Dial Limited (the Company) have approved a proposal for buy-back of equity shares by the Company (subject to the approval of its shareholders) at its meeting held on April 30, 2020 in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013 as amended (“the Act”) and the Buyback Regulations.

3. We have been requested by the Management of the Company to provide a report on the accompanying statement of permissible capital payment (including premium) (“Annexure A”) as at March 31, 2019 (hereinafter referred to as the “Statement”) prepared by the management of the Company, which we have initialled for identification purposes only.

Management’s Responsibility for the Statement

1. The preparation of the statement in accordance with Section 68(2)(c) of the Act, Regulation 4(i) of the Buyback Regulations and in compliance with the Buyback Regulations, is the responsibility of the management of the Company, including the computation of the amount of the permissible capital payment (including premium), the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Auditors Responsibility

1. Pursuant to the requirements of the Buyback Regulations, it is our responsibility to provide a reasonable assurance that:

2. i We inquire into the state of affairs of the Company in relation to the audited standalone and consolidated financial statements for the year ended March 31, 2019.

3. ii We examine and report whether the financial information considered for computation of amount of permissible capital payment for the proposed buyback of equity shares as stated in Annexure A, agrees with the audited standalone and consolidated financial statements for the year ended March 31, 2019 in accordance with Section 68(2) of the Act and Regulation 4(i) of the Buyback Regulations and the computation is arithmetically correct. In this respect, we have traced the amounts stated in Annexure A as Equity share capital, General reserve, Retained earnings and Securities premium account from the standalone and consolidated financial statements

for the year ended March 31, 2019. The standalone and consolidated financial statements for the year ended March 31, 2019 have been audited by the predecessor auditors who have issued an unmodified audit opinion dated May 13, 2019.

• iii The amount of permissible capital payment as stated in Annexure A, has been properly computed considering the annual audited standalone and consolidated financial statements as at March 31, 2019 in accordance with Section 68(2)(c) of the Act and Regulation 4(i) of the Buyback Regulations; and

• iv The Board of Directors of the Company, in their meeting held on April 30, 2020 have formed the opinion as specified in Clause (x) of Schedule I to the SEBI Buyback Regulations, on reasonable grounds and that the Company, having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of the board meeting i.e. April 30, 2020 as well as within a period of one year from the date on which the special resolution for the proposed buy-back of equity shares through Postal Ballot will be passed and declared.

• We conducted our examination of the Statement in accordance with the Guidance note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India (ICAI) (Guidance Note). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

• We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services engagements.

Opinion

1. Based on our tracing and the enquiries conducted as stated above, we report that:

2. i) We have enquired into the state of affairs of the Company in relation to its audited standalone and consolidated financial statements for the year ended March 31, 2019 which has been approved by the Board of Directors of the Company on May 13, 2019;

3. ii) The amount of permissible capital payment (including premium) towards the proposed buy back of equity shares as computed in the Statement attached herewith as Annexure A, in our view has been properly determined in accordance with Section 68(2)(c) of the Act and Regulation 4(i) of the Buyback Regulations. The amounts of Equity share capital and free reserves have been extracted from the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2019; and

4. iii) The Board of Directors of the Company, in their meeting held on April 30, 2020 have formed their opinion as specified in clause (x) of Schedule I to the Buyback Regulations, on reasonable grounds and that the Company, having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of passing the board meeting resolution dated April 30, 2020 as well as within a period of one year from the date on which the special resolution for the proposed buy-back of equity shares through Postal Ballot will be passed and declared.

Restriction on Use

This report has been issued at the request of the Company solely for use of the Company (i) in connection with the proposed buyback of equity shares of the Company in pursuance to the provisions of Section 68 and other applicable provisions of the Act, and the Buyback Regulations, (ii) to enable the Board of Directors of the Company to include in the explanatory statement to the notice for special resolution, public announcement and other documents pertaining to buy-back to be sent to the shareholders of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Board of India, stock exchanges, public shareholders and any other regulatory authority as per applicable law and (b) the Central Depository Services (India) Limited, National Securities Depository Limited and (iii) for providing to the Managers of the buy-back in connection with the proposed buyback of equity shares of the Company for onward submission to relevant authorities in pursuance to the provisions of Section 68 and other applicable provisions of the Act and the Buyback Regulations, and may not be suitable for any other purpose. This report should not be used for any other purpose without

our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Deloitte Haskins and Sells LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018)

Place: Mumbai Date: May 22, 2020

A. B. Jani Partner Membership: 46488 UDIN: 20046488AAAAAU4281

Annexure A - Statement of Permissible Capital Payment in accordance with Section 68(2)(c) of the Companies Act, 2013

2013
		₹ lacs
Particulars	Standalone	Consolidated
Equityshare capital as on March 31, 2019	6,476	6,476
Total(A)	6,476	6,476
Free Reserves as on March 31, 2019
General reserve	1,990	1,990
Retained earnings	82,268	82,275
Securitiespremium account	1,229	1,230
Total(B)	85,487	85,495
Grand Total(A+B)	91,963	91,971
Maximum amountpermissible for Buy-Back
Permissible capital payment towards buyback of equity shares in accordance with Section 68(2)(c) of the Act (25% of paid up equity capital and free reserves)	22,990.8	22,992.8

Note 1: Calculation in respect of the Permissible capital payment towards buyback of equity shares in accordance with Section 68(2)(c) of the Act is done based on the annual audited standalone and consolidated financial statements for the year ended March 31, 2019.

Note 2: In the absence of any definition of or guideline for “Insolvent” in the Buyback Regulations, the Company has considered a situation for not being able to continue as a going concern for a period of one year (as a minimum period mentioned in Ind AS 1 issued by the Institute of Chartered Accountants of India) from April 30, 2020 (date of Board resolution for buy back) and from the date on which the special resolution for the proposed buy-back of equity shares through Postal Ballot is approved.

Abhishek Bansal Whole-time Director & CFO

Date: 22-05-2020 Place: Mumbai

Unquote:

14. Compliance with Section 24(ii) of the Buy-back Regulations:

The Board of Directors of the Company hereby confirms that there is no pendency of any scheme of arrangement or amalgamation or compromise involving the Company pursuant to provisions of the Act.

15. As per the provisions of the Buy-back Regulations and the Act, it is confirmed that:

• (i). all the Equity Shares which are proposed to be bought back by the Company are fully paid-up;

• (ii). the Company shall not undertake a buy-back of any of its securities within a period of one year reckoned from the date of the expiry of the buy-back period of the preceding buy-back;

• (iii). the Company shall not issue any shares or other specified securities (including by way of bonus) till the date of expiry of buy-back period;

• (iv). the Company shall not raise further capital for a period of one year from the expiry of the Buy-back period, except in discharge of subsisting obligations. In terms of the Act, if the Company completes the Buy-back of its Equity Shares, it shall not make a further issue of the same kind of Equity Shares including allotment of new shares in accordance with the Act within a period of six months except by way of a bonus issue or in the discharge of subsisting obligations;

• (v). the Company shall not Buy-back any locked-in Equity Shares and non-transferable Equity Shares, if any, till the pendency of the lock-in or till the Equity Shares become transferable;

• (vi). the Company shall not Buy-back its Equity Shares from any person through negotiated deal whether on or off the Stock Exchange(s) or through spot transactions or through any private arrangement;

• (vii). the Company shall not directly or indirectly purchase its own Equity Shares through any subsidiary company including its own subsidiary companies or through any investment company or group of investment companies;

• (viii). the Company shall not make any offer of Buy-back within a period of one year reckoned from the date of expiry of Buy-back period i.e., the date on which the payment of consideration is made to the shareholders who have accepted the Buy-back, or such other period as may be specified under the Buy-back Regulations;

• (ix). the funds borrowed from banks and financial institutions will not be used by the Company for fulfilling its obligations under the Buy-back;

• (x). the ratio of the aggregate of secured and unsecured debts owed by the Company to the paid-up capital and free reserves after buy-back shall be less than or equal to 2:1, based on both standalone and consolidated financial statements of the company.

• (xi). the Company will not withdraw the Buy-back after public announcement of the offer to buy-back is made or the draft letter of offer of the Buy-back is filed with the Securities and Exchange Board of India (SEBI);

• (xii). the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;

• (xiii). the maximum number of Equity Shares proposed to be purchased under the Buy-back does not exceed 25% of the total number of Equity Shares of the paid-up equity share capital of the Company;

• (xiv). the Company shall not allow Buy-back of its Equity Shares unless the consequent reduction of its share capital is affected;

• (xv). the Equity Shares bought back by the Company will be extinguished in the manner prescribed under the Buy-back Regulations and the Act;

• (xvi). the consideration for the Buy-back shall be paid only in cash;

• (xvii). That the Company shall not buy-back its shares or other specified securities so as to delist its shares or other specified securities from the stock exchange as per Regulation 4(v) of Buy-back Regulations and

• (xviii). The statements contained in all the relevant documents in relation to the Buy-back shall be true, material and factual and shall not contain any mis-statements or misleading information;

After the national lockdown is lifted by the Central/State governments, statutory/ regulatory and other administrative authority, all relevant documents referred to in the Explanatory Statement would be made available for inspection at the registered office of the Company on all working days, except Saturdays, Sundays and holidays, between 11.00 a.m. to 1.00 p.m. upto the last date of remote e-voting for postal ballot. During the national lockdown, a member may write to the Company at investors@justdial.com requesting for relevant documents as referred in the Explanatory Statement.

In the opinion of the Board, the proposal for Buy-back is in the interest of the Company and its equity shareholders. The Board, accordingly, recommends passing of the Special Resolution as set out in the Notice for your approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives is / are directly / indirectly concerned / interested, financially or otherwise, in the above resolution except to the extent of their respective interest as equity shareholders of the Company.

By order of the Board of Directors of Just Dial Limited

Manan Udani Company Secretary

Registered Office

Palm Court, Building-M, 501/B, 5[th] Floor, New Link Road, Besides Goregaon Sports Complex, Malad (West), Mumbai – 400 064. CIN : L74140MH1993PLC150054

MANAN Digitally signed by MANAN YOGENDRA UDANI DN: c=IN, o=Personal, postalCode=400064, st=Maharashtra, 2.5.4.20=70ab1c767f3eab5e57643772b2e YOGENDRA 92afed244ec0b39c561188bbe53cff5758e3a, serialNumber=2ed28603ebec3b9a48d700 e24821714d74270f870bc406534c4120e20 UDANI 97bde7d, cn=MANAN YOGENDRA UDANI Date: 2020.06.25 18:02:11 +05'30'

Place : Mumbai Date: May 22, 2020