Just Dial Limited — Capital/Financing Update 2020

Apr 30, 2020

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April 30, 2020

To
BSE Limited	National Stock Exchange	Metropolitan Stock
Department of CorporateServices	of India LimitedListing Department	Exchange of India Limited4thFloor, 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

Dear Sir/Madam,

Sub: Outcome of the Board Meeting pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("Listing Regulations").

Further to our intimation dated April 27, 2020 and in terms of Regulation 30 of the Listing Regulations, we wish to inform you that the Board of Directors of the Company, at its meeting held today i.e. April 30, 2020, has inter alia approved the proposal for Buy-back of up to 31,42,857 (Thirty One Lakhs Forty Two Thousand Eight Hundred and Fifty Seven) Equity Shares (representing 4.84% of the total paidup equity share capital of the Company), at a maximum price of Rs. 700/- (Rupees Seven Hundred Only) per Equity Share ( "Maximum Buy-back Price" ) payable in cash, for an aggregate maximum amount of up to Rs. 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 represents 23.92% of the total paid-up Equity Share Capital and free reserves (including Securities Premium Account) as per the latest audited financial statements of the Company for the financial year ended March 31, 2019, through the “Tender Offer” route as prescribed under Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 ( "Buy-back Regulations" ) and the Companies Act, 2013 ( "Act" ) and rules made thereunder, 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, subject to the approval of the shareholders of the Company by way of a special resolution through Postal Ballot and all other applicable statutory / regulatory approvals.

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The Board has also considered and approved the draft postal ballot notice seeking approval of members for aforesaid Buy-Back.

The meeting commenced at 11.00 a.m. and concluded at 11.45 a.m.

The details required to be disclosed in accordance with the SEBI circular CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed as Annexure A.

The Company will provide relevant updates in relation to the Buyback as per applicable law in due course.

We request you to take the same on record.

Thanking You,

Yours truly,

For Just Dial Limited

Digitally signed by MANAN YOGENDRA UDANI MANAN DN: c=IN, o=Personal, postalCode=400064, st=Maharashtra, 2.5.4.20=70ab1c767f3eab5e57643772b2e92afed2 YOGENDRA 44ec0b39c561188bbe53cff5758e3a, serialNumber=2ed28603ebec3b9a48d700e24821 714d74270f870bc406534c4120e2097bde7d, UDANI cn=MANAN YOGENDRA UDANI Date: 2020.04.30 11:50:44 +05'30'

Manan Udani Company Secretary

Encl: As above

Annexure – A

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Sr.**No. **1.2.**3. **4.	ParticularsNumber of securities proposed forbuybackNumber of securities proposed forbuybackasapercentageofexisting paid up capitalBuybackpriceActual securities in number andpercentage of existing paid upcapital bought back	DisclosuresMaximum31,42,857EquitySharesatmaximum buy-back price of Rs. 700/- perEquity Share. The maximum number ofEquity Shares proposed to be bought backmay increase in case the actual price of theBuy-back is less than the maximum price ofthe Buy-back, however in any case, it will notbe more than 25% of paid up equity sharecapital and free reserves of the Company interms of the Securities and Exchange Boardof lndia (Buy Back of Securities) Regulations,2018. Further, the Company shall ensurecompliancewiththeminimumpublicshareholding requirement as per conditionsfor continuous listing prescribed in terms ofRegulation 38 of the Securities and ExchangeBoard of India (Listing Obligations andDisclosureRequirements)Regulations,2015.Not exceeding 25% of the paid up equityshare capital and free reserves of theCompany. Up to 31,42,857 Equity Sharesrepresenting up to 4.84% of the paid-upequity share capitalofthe Company.Maximumprice of Rs. 700/-perequity share.Up to 31,42,857 Equity Shares representingup to 4.84% of the paid-up equity sharecapital of the Company. However, the actualnumber of Equity Shares to be bought backduring the Buy-back will depend upon theactual price paid (excluding the TransactionCosts) for the Equity Shares bought back andthe aggregate actual amount utilised in theBuy-back.
5.	Pre & post shareholding pattern	The details of pre shareholding pattern isenclosed herewith as Annexure B. Since,actual number of securities to be bought backand category of shareholders from whom itwill be bought back is uncertain, postshareholding pattern will be provided oncompletion of the Buy-back.

Annexure – B

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Pre-Buyback Shareholding Pattern of the Company as on April 24, 2020

Category	**Pre-Buyback **	**Pre-Buyback **
	No. of EquityShares	% of EquityShares
(A)PromoterandPromoterGroup	2,17,01,399	33.44
(B)Public	4,32,02,293	66.56
(C)Non Promoter-Non Public
(C1) Shares underlyingDRs	-	-
(C2) Sharesheld byEmployeeTrust	-	-
**Grand Total **	**6,49,03,692 **	100.00