August 31, 2026
To
BSE Limited | National Stock Exchange of | Metropolitan Stock Exchange of |
Phiroze Jeejeebhoy | India Limited | India Limited |
Towers, | Exchange Plaza, C-1, | Building A, Unit 205A, 2nd Floor, |
Dalal Street, | Block G, Bandra-Kurla Complex, | Piramal Agastya Corporate Park, |
Mumbai - 400 001 | Bandra (East), Mumbai - 400 051 | L.B.S Road, Kurla (West), |
Scrip Code: 535648 | Trading Symbol: JUSTDIAL | Mumbai - 400 070 |
Trading Symbol: JUSTDIAL |
Dear Sirs,
Sub: Disclosure under Regulation 30 and 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company had sought approval of the members of the Company for:
Consideration and adoption of the audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon;
Appointment of Mr. V. Subramaniam (DIN: 00009621), a Director retiring by rotation;
Appointment of Ms. Geeta Fulwadaya (DIN: 03341926), a Director retiring by rotation;
Re-appointment of Mr. Ranjit Pandit (DIN: 00782296) as an Independent Director of the Company for a second term of 5 (five) consecutive years
w.e.f. September 1, 2026 for a term upto August 31, 2031.
All the resolutions set out in the Notice have been passed with requisite majority.
The voting results in the format prescribed under Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the consolidated Scrutinizer's Report on voting through electronic means (i.e. remote e-voting and voting at the Meeting through electronic system), in respect of the above resolutions are attached.
The voting results are also available on the website of the Company and KFin Technologies Limited, authorised agency which provided e-voting facility.
This is for your information and records. Thanking you,
Yours truly,
For Just Dial Limited
MANAN YOGENDRA UDANI
Manan Udani
Digitally signed by MANAN YOGENDRA UDANI
Date: 2026.08.31 23:23:54
+05'30'
Company Secretary and Compliance Officer
Encl: As above
JUST DIAL LIMITED
Voting Results
Date of the AGM/EGM | August 31, 2026 |
Total number of shareholders on record date | 82345 |
No. of shareholders present in the meeting either in person or through proxy: | |
Promoters and Promoter Group: | Not Applicable |
Public: | |
No. of Shareholders attended the meeting through Video Conferencing | |
Promoters and Promoter Group: | 1 |
Public: | 100 |
Resolution No. 1 | To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon | |||||||
Resolution required: (Ordinary/ Special) | Ordinary | |||||||
Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||
Category | Mode of Voting | No. of shares held# (1) | No. of votes polled$ (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100 | No. of Votes - in favour (4) | No. of Votes -against (5) | % of Votes in favour on votes polled (6)=[(4)/(2)]*100 | % of Votes against on votes polled (7)=[(5)/(2)]*100 |
Promoter and Promoter Group | E-Voting | 6,30,58,232 | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 | ||
Public- Institutions | E-Voting | 1,19,67,890 | 1,07,09,399 | 89.4844 | 1,07,09,399 | 0 | 100.0000 | 0.0000 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 1,07,09,399 | 89.4844 | 1,07,09,399 | 0 | 100.0000 | 0.0000 | ||
Public- Non Institutions | E-Voting | 1,00,22,910 | 4,88,158 | 4.8704 | 4,88,030 | 128 | 99.9738 | 0.0262 |
Poll | 1,424 | 0.0142 | 1,424 | 0 | 100.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 4,89,582 | 4.8846 | 4,89,454 | 128 | 99.9739 | 0.0261 | ||
Total | 8,50,49,032 | 7,42,57,213 | 87.3111 | 7,42,57,085 | 128 | 99.9998 | 0.0002 | |
Details of Invalid Votes | |
Category | Number of Votes |
Promoter and Promoter Group | 0 |
Public - Institutions | 0 |
Public - Non Institutions | 0 |
Total | 0 |
Whether the resolution is passed or not ? (Yes / No): Yes
Resolution No. 2 | To appoint Mr. V. Subramaniam (DIN: 00009621) who retires by rotation as a Director | |||||||
Resolution required: (Ordinary/ Special) | Ordinary | |||||||
Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||
Category | Mode of Voting | No. of shares held# (1) | No. of votes polled$ (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100 | No. of Votes - in favour (4) | No. of Votes -against (5) | % of Votes in favour on votes polled (6)=[(4)/(2)]*100 | % of Votes against on votes polled (7)=[(5)/(2)]*100 |
Promoter and Promoter Group | E-Voting | 6,30,58,232 | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 | ||
Public- Institutions | E-Voting | 1,19,67,890 | 1,07,13,761 | 89.5209 | 1,02,00,738 | 5,13,023 | 95.2116 | 4.7884 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 1,07,13,761 | 89.5209 | 1,02,00,738 | 5,13,023 | 95.2116 | 4.7884 | ||
Public- Non Institutions | E-Voting | 1,00,22,910 | 4,88,108 | 4.8699 | 4,87,260 | 848 | 99.8263 | 0.1737 |
Poll | 1,424 | 0.0142 | 1,424 | 0 | 100.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 4,89,532 | 4.8841 | 4,88,684 | 848 | 99.8268 | 0.1732 | ||
Total | 8,50,49,032 | 7,42,61,525 | 87.3161 | 7,37,47,654 | 5,13,871 | 99.3080 | 0.6920 | |
Details of Invalid Votes | |
Category | Number of Votes |
Promoter and Promoter Group | 0 |
Public - Institutions | 0 |
Public - Non Institutions | 0 |
Total | 0 |
Whether the resolution is passed or not ? (Yes / No): Yes
Resolution No. 3 | To appoint Ms. Geeta Fulwadaya (DIN: 03341926) who retires by rotation as a Director | |||||||
Resolution required: (Ordinary/ Special) | Ordinary | |||||||
Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||
Category | Mode of Voting | No. of shares held# (1) | No. of votes polled$ (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100 | No. of Votes - in favour (4) | No. of Votes -against (5) | % of Votes in favour on votes polled (6)=[(4)/(2)]*100 | % of Votes against on votes polled (7)=[(5)/(2)]*100 |
Promoter and Promoter Group | E-Voting | 6,30,58,232 | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 | ||
Public- Institutions | E-Voting | 1,19,67,890 | 1,07,13,761 | 89.5209 | 1,05,91,845 | 1,21,916 | 98.8621 | 1.1379 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 1,07,13,761 | 89.5209 | 1,05,91,845 | 1,21,916 | 98.8621 | 1.1379 | ||
Public- Non Institutions | E-Voting | 1,00,22,910 | 4,88,108 | 4.8699 | 4,86,293 | 1,815 | 99.6282 | 0.3718 |
Poll | 1,424 | 0.0142 | 1,424 | 0 | 100.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 4,89,532 | 4.8841 | 4,87,717 | 1,815 | 99.6292 | 0.3708 | ||
Total | 8,50,49,032 | 7,42,61,525 | 87.3161 | 7,41,37,794 | 1,23,731 | 99.8334 | 0.1666 | |
Details of Invalid Votes | |
Category | Number of Votes |
Promoter and Promoter Group | 0 |
Public - Institutions | 0 |
Public - Non Institutions | 0 |
Total | 0 |
Whether the resolution is passed or not ? (Yes / No): Yes
Resolution No. 4 | Re-appointment of Mr. Ranjit Pandit (DIN: 00782296) as an Independent Director of the Company | |||||||
Resolution required: (Ordinary/ Special) | Special | |||||||
Whether promoter/ promoter group are interested in the agenda/resolution? | No | |||||||
Category | Mode of Voting | No. of shares held# (1) | No. of votes polled$ (2) | % of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100 | No. of Votes - in favour (4) | No. of Votes -against (5) | % of Votes in favour on votes polled (6)=[(4)/(2)]*100 | % of Votes against on votes polled (7)=[(5)/(2)]*100 |
Promoter and Promoter Group | E-Voting | 6,30,58,232 | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 6,30,58,232 | 100.0000 | 6,30,58,232 | 0 | 100.0000 | 0.0000 | ||
Public- Institutions | E-Voting | 1,19,67,890 | 1,07,13,761 | 89.5209 | 60,62,031 | 46,51,730 | 56.5817 | 43.4183 |
Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 1,07,13,761 | 89.5209 | 60,62,031 | 46,51,730 | 56.5817 | 43.4183 | ||
Public- Non Institutions | E-Voting | 1,00,22,910 | 4,88,108 | 4.8699 | 4,86,193 | 1,915 | 99.6077 | 0.3923 |
Poll | 1,424 | 0.0142 | 1,424 | 0 | 100.0000 | 0.0000 | ||
Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
Total | 4,89,532 | 4.8841 | 4,87,617 | 1,915 | 99.6088 | 0.3912 | ||
Total | 8,50,49,032 | 7,42,61,525 | 87.3161 | 6,96,07,880 | 46,53,645 | 93.7334 | 6.2666 | |
Details of Invalid Votes | |
Category | Number of Votes |
Promoter and Promoter Group | 0 |
Public - Institutions | 0 |
Public - Non Institutions | 0 |
Total | 0 |
Whether the resolution is passed or not ? (Yes / No): Yes
All the aforesaid resolutions have been passed with requisite majority.
Notes
# Represents No. of voting rights and includes voting rights on shares held by Investor Education and Protection Fund (IEPF) Authority on which voting rights are frozen.
$ Represents valid votes polled
& /t SSOC i ate s LL P
Company Secretaries
Consolidated Report of Scrutinlzer on remote e-voting and e-voting (lnsta Poll) at the 32"° Annual General Meeting (AGM) of Just Dial Limited(Pursuant to Section 108 of the Companies Act, 2013 read with Rules 20 of the Companies (Management and Administration) Rules, 2014, as amended)
To,
The Chairman
JUST DIAL LIMITEDCIN: L74140MH1993PLC 150054
Palm Court Building-M, 501/B, 5'h Floor,
New Link Road, Beside Goregaon Sports Complex, Malad (West),
Mumbai - 400064
Sub: 32"d Annual General Meeting ("AGM") of the members of JUST DIAL LIMITED (the "Company") held on Monday, August 31, 2026 at 5.30 p.m. IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM")
Dear Sir,
Pursuant to the resolution passed by the Board of Directors of the Company on April 13, 2026, I, Vijay Babaji Kondalkar, partner of VKMG & Associates LLP, Practicing Company Secretaries, have been appointed as a Scrutinizer for the purpose of scrutinizing the process of voting through electronic means ("e-voting"), on the resolutions contained in the notice of AGM dated August 6, 2026 {"Notice"), calling the 32"^ AGM of the members of Company on Monday, August 31, 2026 at 5.30 p.m IST through Video Conferencing {"VC") / Other Audio-Visual Means ("OAVM").
The management of the Company is responsible to ensure compliance with the requirements of applicable provisions of the Companies Act, 2013 ("the Act") and rules made thereunder and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations") and General Circular dated September 22, 2025 read together with circulars dated April 8, 2020, April 13, 2020,
May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022,
December 28, 2022, September 25, 2023 and September 19, 2024 (collectively referred to as "MCA Circulars") relating to issuance of notice and e-voting on the resolutions contained in the Notice calling the AGM. The management of the Company is responsible for ensuring a secured framework and robustness of the electronic voting systems.
The AGM was convened on Monday, August 31, 2026 at 5.30 p.m. IST through VC / OAVM.
The deemed venue for the Meeting was the Registered Office of the Company.
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Pursuant to provisions of Sections 101 and 136 of the Act and rulea made g
complianoe with the MCA Cimulars and Regulation 36(1)(a) of the Listing Regulations, the
notice of AGM including procedure and Instructions for e-voting and Annual Report for
FY 2025-2026 was sent through electronic mode to equity shareholders whose email address
is registered with the Company / Regietrar & Transfer Agent of the Company, KFIn
Technologio9 Limited ("KFinTech") / National Securities Osmitory Limited ("NSDL") Central Depository Services (India) Limited ("CDSL") / Depository Participant. Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, a letter providing the web-link, including the exad path where the complete details of the Annual Report for the financial year 2025-26 was sent to those Members who have not registered their e-mail address with the Company / Shsre Transfer Agent / Depository Participants / Depositories.
The Notice of the AGM and Annual Report were plaoed on the website of the Company, www.justdial.com and on websites of the stock exchanges on which the shares of the Company are listed ("Stock Exchanges•) , i.e. BSE Limaed, National Stock Exchange of India Limited and Metropolitan Stock Exchange of India Limited at www.bceindia.com, www.nseindia.com and www.meei.in, respectively, and the same were also made available on the website of KFin Technologies Limited (KFinTech) (Registrar 6 Transfér Agent and e-voting ae•«›r) at https://evotinq.kfintech.com.
The Company also published Newspaper advertisements of Notice of the AGM on August 7, 2026 and August 09, 2026 i.e. before and after the sending of said Notice, in two newspapers namely "Financial Express" (English language Newspaper), and •LokSatta• (Marathi language Newspaper).
My responsibility as Scrutinizer is to scnAinize the process of remote e-voting before the AGM and e-voting (Insta Poll) at the AGM in a fair and transparent manner and is restrided to make a Consolidated Scrutinizes's Repoft of the votes cast "in favour° or °against' me Quiss contained in the Notice, based on the reports generated from the e-voting system provided by KFinTech authorized under the Act and engaged by the Company to provide e-voting facility and attendant papers and other relevant documents furnished to me electronically by the Company and / or KFinTech for my verification. Accordingly, I hereby submit my report as under:
The Equity Shareholders of the Company as on the"cut-off" date, as set out in the Notice, i.e., Monday, August 24, 2026 were entitled to vote either by remote e-voting or e-voting (lnsta Poll) at the AGM, on the reSOlUtiODS (item nOS. 1 to 4 as set out in the Notice calling the AGM) and their voting rights were in proportion to their shareholding in the paid-up equfiy ahare capital of the Company as on the cut-off date.
The remote e-voting commenced on Wednesday, August 26, 2026 at 9.00 a.m. (IST} and erded on Sunday, August 30, 2026 at 5.00 p.m. (IST}. The remote e-voting module wae disabled by KFinTech upon expiry of this period.
The facility fw voting was alao available at the AGM through e-voting (Insta Poll) for those Members who attended the AGM and had not already cast their vote through the remote e-voting facility.
The votes cast during the remote e-voting and votes cast at the meeting (lnsta unblocked on Monday, August 31, 2026, after the conclusian of the ecu
witnessed by two witnesses, Mr. Arya Kondalkar and Mr. Prathmesh Gogarkar, who are
not in the employment of the Company.
The e-votee were reconciled with the records maintained by the Company / KFinTech and the authorizations lodged with the Company / KFinTech on test check basis.
The details containing, inter alia, the list of Equity Shareholders who voted "in favour" or "against" on each of the resdutions that were put to vote, were generated from the e-voting website of KFinTech i.e. httos://evoking.kfintech.com. Based on the report generated by KFinTech and relied upon by me, the voting results are reported.
I submit herewith the Consolidated Scrutinizer's Report on the results of the remote e-voting and e-voting (Insta Poll), based on the reports generated by KFinTech, scMinized on test check basis and relied upon by me as under:
Votes In Gvour of the | Votna against the zeeoludona | Invalid | |||
votas (In Fevour •nd | |||||
1.To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2028 and the reports of the Board of Directors and Auditors thereon: (As an ordinary resolution) | 7,42,57,065 | 09.9998 | 128 | 0.OOO2 | - |
2.To appoint fI/Ir. V. Subramaniam (DIN. 00009021) who retires by rotation as a Director (As an ordinary | 7,37,47,654 | 69.3080 | 5,13,871 | 0.6920 | - |
3.To appoint Ms. Geeta Fulwadaya (DIN: 03341926) who retires by rotationa a Director (As an ordinary resolution) | 7,41,37,754 | 99.83d4 | 1,23,731 | ||
4.Re-appointment of Mr. Ranjñ Pandñ (DIN: 00782296) as an Independent Director{Asa special resolutions | 6,08,07,880 | 93.7334 | 46,53,645 | 6.2660 | - |
All the resolutions put to vote at the AGM stand passed, under remote e-voting along with
voting through e-voting (Insta Poll) at the AGM, with the requisite majority.
I hereby confirm that I am maintaining the register and records which are required to be maintained under Rule 20 of the Companie9 (Management and Administration) Rules, 2014 received from the KFinTech, in respect of the votes cast through remote e-voting and through
e-voting (Insta Poll) at the AGM by the Equity Shareholders of the Company and will be
handed over to Mr. Manan Udani, Company Secretary of the Company, for preserving safely after the Chairman considers, approves and signs the minutes of the AGM. According to my observations, the process of remote e-voting and e-voting through Insta Poll at the AGM has been conducted in a fair and transparent manner.
Thanking you,
Yours faithfully,
Date: 31108/2026
Place: Mumbai
UDIN: A015697H001323443
Witness 1: Mr. Arya Kondalkar :
For VKMG & Associates LLP
Company Secretaries
FRN: L2019MH005300
Vi" y aji Kondalkar a
P rt r A -156 CP-4597
PRN:5424/2024
VVitness 2: Mr. Prathmesh Gogark r :
Signature: Manan Udani
Company Secretary and Compliance Officer
(Authorised by the Chairman of the AGM)