Just Dial Ltd

Dear Members,

The Board of Directors present the Company's Thirtieth Annual Report and the Company's audited financial statements for the financial year ended March 31, 2024.

Financial Results

The Company's financial performance (standalone and consolidated) for the year ended March 31,2024 is summarised below:

(Rs in million)

Results of Operations and the state of Company's affairs

Highlights of the Company's financial performance for the year ended March 31, 2024 are as under

The Revenue from operations increased by 23.5% to RS. 10,429.1 million in the financial year ended March 31,2024 as compared to RS. 8,447.6 million for the preceding financial year.

Profit Before Tax of the current financial year increased by 148.1% to RS. 4,664.9 million as compared to RS. 1,880.3 million for the preceding financial year.

The Company's Net Profit of the current financial year increased by 122.7% to RS. 3,628.5 million as compared to RS. 1,629.2 million for the preceding financial year.

The operations and financial performance of the subsidiaries during the financial year were not significant.

Business Operations

Just Dial Limited stands as India's premier local Search engine, offering a wide array of localised services to users across the country through various platforms. These platforms include mobile apps available on both Android and iOS devices, an M-site optimised for mobile browsing, desktop / website accessibility, a pan-India telephone number (88888-88888) for voice inquiries and SMS services. The primary objective of the platform is to empower millions of MSMEs in India, enabling them to transition into internet-ready entities.

JD App

JD Android and iOS apps are designed to meet all consumer needs, offering simple and intuitive business discovery services with quick results. Users can find businesses easily with features like user ratings, location-based search and recommendations. Users can also view detailed information about price range, social media handles, amenities, services offered, highlights from the business and many more and post questions directly for faster responses. Additionally, the apps also provide access to various content including movies, news and sports.

JD Ratings

The JD Ratings tool facilitates mobile-verified and impartial ratings and reviews. With intelligent tag prompts, photo uploads and a reliable audit mechanism based on a 5-point rating scale, it enables SMEs to collect more feedback from users, aiding them in decision-making. Moreover, the feature allows businesses to respond to reviews, fostering closer interaction between users and businesses on the platform.

JD Business

JD Business is a dedicated centralised section within the JD app, specifically designed to empower merchants in efficiently managing their listing-level information. This enhancement significantly improves convenience by providing a unified platform for businesses to update various details such as phone numbers, WhatsApp contacts, operating hours, holiday schedules, multimedia content (including photos and videos), promotional deals, categories, catalogues, invoices, GST input credits and KYC documentation. This section also offers valuable insights into profile scores and actionable steps to swiftly enhance them. It serves as a consolidated hub for merchants to seamlessly manage multiple businesses on Justdial, thereby simplifying their operational tasks.

JD Mart

JD Mart is a B2B marketplace designed specifically for SMEs, facilitating online marketing for manufacturers, suppliers, distributors, wholesalers, exporters, importers and retailers. Through the platform, businesses can showcase digital product catalogues, aimed at advancing India's digital business ecosystem, particularly focusing on SMEs across various sectors. On the buyer side, users have access to a diverse range of quality vendors offering a wide selection of products to meet their B2B needs. JD Mart is fully integrated with the Justdial platform, ensuring a seamless unified search experience. Furthermore, it is accessible via the web at https://www.jdmart.com and through dedicated JD Mart apps for Android and iOS devices.

The following are some of the value-added services and features of JD Mart:

• Interactive content with videos, images, description, specification, price, minimum order quantity, digital and PDF catalogues

• Digital company catalogue carousel allows sellers to showcase their extensive range of offerings

• Related category carousel and tags such as ‘Trending', ‘Most searched', ‘Number of enquiries served', ‘Response time', ‘Manufacturer' on listing help buyers in their decision- making process

• Personalised homepage based on various learnings from search history and business type

• Communication tools to send e-mail enquiry, call and chat

• Request for Quotes (RFQ) where buyers can select industry-leading qualifiers and can be used by buyers for bulk enquiry or single product, depending on their requirements

• Tools that simplify onboarding for sellers and help them run their online business. These include catalogue management, real-time lead management, RFQ monitoring and chats with buyers

• Analytics configured with highly useful features which include lead management, providing quick access to missed leads, hot leads and insights in the form of dashboard to track their listing efficacy on the platform

• Tags for businesses like ‘Verified' and ‘Trust' that induce a strong sense of trust among the buyers and simplifies the selection process

• 24x7 support for query and complaint resolution

JD Analytics

The JD Analytics dashboard offers valuable insights into customer interactions, leads from multiple platforms, alerts for missed opportunities, review responses, competition and category trends and customer feedback, including the voice of the customer. Additionally, it provides convenient access to customer support. The JD Analytics dashboard meets businesses' daily needs efficiently, serving as a comprehensive one-stop solution.

Online self-sign-up

The JD Online online self-sign-up program enables businesses to initiate their campaigns directly on Justdial / JD Mart. This is a significant move in digitalising our sales and customer acquisition process. While most of our sales were driven by our capable sales team, the self-sign-up programmes introduce a new avenue for monetisation, aligning with the growing preference for Do-It-Yourself (DIY) solutions among modern customers.

JD Pay

JD Pay offers a hassle-free solution for swift digital payments, enhancing convenience for both merchants and consumers. It ensures a seamless, secure and safe payment experience. Through unified QR codes designed for merchants, payments can be easily executed via Scan & Pay on the Justdial app. JD Pay supports a variety of payment methods, including cashless transactions, cards, UPI, net banking and online wallets.

JD Omni

JD Omni offers comprehensive cloud-based solutions tailored for SMEs seeking to align their services with the prevailing trend of digitisation. These solutions empower business owners to establish their own customisable and transaction-ready websites, seamlessly integrating third-party resources across various marketplaces. The software and apps provided are user-friendly, easily installable and boast extensive customisation options. Key features include cloud-based point-of-sale, inventory management, customer relationship management and website building software.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity shares for the year under review. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://www.iustdial.com/cms/investors/iustdial-dividend- distribution-policy.

Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the Company. Please refer to Statement of changes in Equity in the Standalone Financial Statement of the Company for details pertaining to changes during the year in Other Equity.

Details of material changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statement relates and date of this Report.

Material events during the year under review

No Material events have taken place during the year under review.

Share Capital

During the year under review, the Company allotted 7,17,180 equity shares of RS. 10/- each to its employees upon exercise of options granted to them under the various ESOP Schemes of the Company.

The paid-up share capital of the Company as on March 31, 2024 is RS. 85,03,77,820/- which comprises of 8,50,37,782 equity shares of RS. 10/- each.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), is presented in a separate section, forming part of the Annual Report.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the ‘Act') and Listing Regulations read with Ind AS-110- Consolidated Financial Statement, the audited consolidated financial statement for the year ended March 31,2024 forms part of the Annual Report.

Subsidiary, Joint Venture and Associate Companies

Further to the application filed for striking off of JD International Pte. Ltd., Singapore, the authorities had approved the said application on February 21, 2023 and the said Company was struck off w.e.f. September 4, 2023. Accordingly, JD International Pte. Ltd. ceased to be a subsidiary of the Company.

During the year under review, MYJD Private Limited, a wholly owned subsidiary of the Company, which was non-operational, has filed an application with the Registrar of Companies under Section 248 of the Act for striking off its name from Register of Companies. The said application is under process.

Other than the above, no company has become or ceased to be Subsidiary of the Company. The Company does not have any joint venture or associate company.

A statement providing details of performance and salient features of the financial statements of subsidiary / joint venture / associate companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated financial statement and therefore, not repeated in this Report to avoid duplication. The Company has only one subsidiary namely, MYJD Private Limited and the same being non-operational did not contribute to the growth and performance of the Company and is currently under the process of striking off.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Company's website and can be accessed at https://www.iustdial.com/cms/investor-relations/financials- results. The financial statements of the subsidiary company, as required, are available on the Company's website and can be accessed at https://www.iustdial.com/cms/investor- relations/online reports.

The Company has in place a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at https://www.iustdial.com/ cms/investors/iustdial-policy-for-determining-material- subsidiary.

The Company does not have any material subsidiary company.

Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2024 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (‘SEBI ').

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company's website and can be accessed at https://www.iustdial.com/cms/investors/iustdial- brsr-2023-24.

Contracts or arrangements with Related Parties

All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has in place a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The Policy is available on the Company's website and can be accessed at https://www.iustdial.com/cms/investors/iustdial-policv-on-materialitv-of-related-partv-transactions-and-dealing-with-related-party-transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 26 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility (‘CSR') Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy' (‘CSR Policy').

The CSR policy, formulated by the CSR Committee and approved by the Board, continues unchanged. The policy can be accessed on the Company's website at https://www.iustdial.com/cms/investors/iustdial-csr-policy.

The CSR Policy of the Company, inter alia, covers CSR obiectives, vision, mission and also provides for governance, implementation, monitoring and reporting framework.

The Annual Report on CSR activities is annexed herewith and marked as Annexure I to this Report.

Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprisewide risk management framework; and (b) Overseeing all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

The Risk Management Committee has identified and assessed all the material risks that may be faced by the Company and ensured proper policy, procedure and adequate infrastructure are in place for monitoring, mitigating and reporting risks on a periodical basis.

Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to financial statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors during the course of their audit.

The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended.

The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the Company's Internal Controls and monitors the implementation of audit recommendations, if any.

Directors and Key Managerial Personnel

The Board as on March 31, 2024 comprised of 11 (Eleven) Directors out of which 5 (Five) are Independent Directors, 5 (Five) are Non-Executive Directors and 1 (One) is an Executive Director.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. V. Subramaniam (DIN: 00009621) and Mr. Anshuman Thakur (DIN: 03279460) Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.

The information as required to be disclosed under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (‘SS-2') in relation to directors liable to retire by rotation will be provided in the notice of ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company vide Circular Resolution passed on March 31,2024, had considered and approved the appointment of Ms. Bhama Krishnamurthy (DIN: 02196839) as an additional director designated as an Independent Director with effect from April 1,2024 in the vacancy created upon completion of the term of Ms. Bhavna Thakur, Independent Director on March 31, 2024. The term of appointment of Ms. Bhama Krishnamurthy as an Independent Director will be for a period of 5 years, subject to the approval of shareholders.

The Board places on record its appreciation for contribution made by Ms. Bhavna Thakur during her tenure as Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company vide Resolution passed on April 17, 2024 considered and approved the appointment of Prof. Dipak C. Jain (DIN: 00228513) and

Mr. Krishnan Sudarshan (DIN: 01029826) as Independent Directors of the Company with effect from October 1, 2024. The term of their appointment as Independent Directors will be for a period of 5 years and the appointment is subject to the approval of shareholders.

In the opinion of the Board, all the Independent Directors on the Board possess requisite qualifications, experience (including proficiency, as applicable) and expertise and hold highest standards of integrity.

The Company has received declarations from all the Independent Directors of the Company confirming that:

i. they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

ii. they have registered their names in the Independent Directors' Databank.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

As on March 31, 2024, the following are the Key Managerial Personnel of the Company as per the provisions of the Act and rules made thereunder:

• Mr. V. S. S. Mani (DIN: 00202052), Managing Director and Chief Executive Officer

• Mr. Abhishek Bansal, Chief Financial Officer

• Mr. Manan Udani, Company Secretary.

Policy on Directors' and Senior Managerial Personnel Appointment and Remuneration

The Nomination and Remuneration Policy as approved by the Board is available on the Company's website and can be accessed at https://www.iustdial.com/cms/investors/iustdial- nomination-and-remuneration-policy.

The Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who may be appointed in Senior Management and who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company's operations.

The Policy also sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Senior Managerial Personnel.

There has been no change in the aforesaid policy during the year.

Performance Evaluation

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including Independent Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI, based on the predetermined templates designed as a tool to facilitate evaluation process, the Nomination and Remuneration Committee and Board has carried out the annual performance evaluation of their own performance, the individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

Employees' Stock Option Schemes

The Employees' Stock Option Schemes enable the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Schemes in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2024 (cumulative position) with regard to the Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014, Just Dial Limited Employee Stock Option Scheme, 2016 and Just Dial Limited Employee Stock Option Scheme, 2019 (‘ESOP Schemes of the Company') are disclosed on the Company's website and can be accessed at https://www.iustdial.com/cms/investor-relations/online reports.

ESOP Schemes of the Company are in line with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. There were no material changes in aforesaid schemes, during the year under review.

A certificate from the secretarial auditors of the Company stating that the aforesaid schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members shall be placed at the ensuing Annual General Meeting for inspection by members.

Auditors and Auditors' Report Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W / W - 100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the Annual General Meeting held on September 30, 2019. The term of the office of Statutory Auditors is expiring at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment and the Company has received confirmation from them to the effect that they are not disqualified from acting as Auditors of the Company.

The Board has proposed to re-appoint Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

The Board had appointed VKMG & Associates LLP, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith and marked as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Disclosures Meetings of the Board

4 (four) Meetings of the Board of Directors were held during the year under review. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report, forming part of the Annual Report.

Committees of Board

The Company has several committees of the Board, which have been established as part of best Corporate Governance practices and to comply with the requirements of the relevant provisions of applicable laws and statutes.

The Committees and their composition as on March 31,2024 are as follows:

• Audit Committee

The Audit Committee comprises of Mr. Ranjit Pandit (Chairman), Mr. B. Anand, Mr. Sanjay Bahadur, Mr. Malcolm Monteiro, Mr. V. S. S. Mani and Mr. V. Subramaniam.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

• Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. B. Anand (Chairman), Mr. V. S. S. Mani, Ms. Bhavna Thakur and Mr. Ashwin Khasgiwala.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Malcolm Monteiro (Chairman), Mr. Sanjay Bahadur, Mr. B. Anand and Mr. Ashwin Khasgiwala.

• Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of Mr. Sanjay Bahadur (Chairman), Mr. V. S. S. Mani, Ms. Bhavna Thakur and Mr. Dinesh Taluja.

• Risk Management Committee

The Risk Management Committee comprises of Mr. B. Anand (Chairman), Mr. Sanjay Bahadur, Ms. Bhavna Thakur and Mr. Dinesh Taluja.

The details of the dates of the meetings, attendance and terms of reference of each of the Committees during the year under review are given in the Corporate Governance Report, forming part of the Annual Report.

Further, during the year under review, there are no cases where the recommendation of any Committee of the Board, has not been accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company has in place Whistle Blower Policy (‘Policy'), to provide a formal mechanism to its employees for communicating instances of breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (‘UPSI'), misuse of office, suspected / actual fraud and criminal offences.

The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The framework of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Policy of the Company was received by the Company. The Policy is available at https://www.justdial.com/cms/investors/ justdial-whistle-blower-policy.

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, the Company has in place a policy which mandates zero tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given and investments made, along with the purpose for which the loan given is proposed to be utilised by the recipient are provided in the standalone financial statement (Refer Note 5 & 6 to the standalone financial statement).

However, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person as prescribed under Section 186(2) of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, including during the year under review, are listed below:

a) Use of LED Lights at office spaces;

b) Rationalisation of usage of electricity and electrical equipment - air-conditioning system, office illumination, beverage dispensers, desktops;

c) Regular monitoring of temperature inside the buildings and controlling the air-conditioning system;

d) Planned preventive maintenance schedule put in place for electromechanical equipment;

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilising alternate sources of energy:

The business operations of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipments:

There is no capital investment on energy conservation equipments during the year under review. However, the Company utilises energy efficient equipment to the extent feasible, as mentioned in (i) above.

(i) The efforts made towards technology absorption:

The Company itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated. The research and development requirements to cater to the existing business as well as new products, services, designs, frameworks, processes and methodologies are fulfilled in-house by the Company. This allows the Company to serve its users in innovated ways and provide satisfaction and convenience to the users and customers.

(ii) The benefits derived:

The Company emphasises the investment in technology development and has immensely benefited from it. The Company has developed most of its software required for operations as well as its apps, in-house. It has saved a sizeable amount of funds, ensured data protection and also helps to understand in better way the requirement of its users and customers.

(iii) Information regarding imported technology (imported during last three years):

The Company has not imported any technology during last three years.

(iv) Expenditure incurred on research and development:

The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign exchange earnings and outgo

Foreign Exchange earned in terms of actual inflows:

RS. 2.3 million

Foreign Exchange outgo in terms of actual outflows:

RS. 11.5 million

Annual return

The Annual Return of the Company as on March 31,2024 is available on the Company's website and can be accessed at https://www.iustdial.com/cms/investor-relations/online reports.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investors@iustdial.com.

Utilisation of funds raised through preferential allotment or qualified institutions placement

During the financial year 2021-22, the Company had issued and allotted on preferential basis 2,11,77,636 equity shares of RS. 10/- each fully paid-up, representing 25.35% of the post preferential equity share capital, at a price of RS. 1,022.25/- per equity share (including securities premium), aggregating to RS. 21,648.8 million to Reliance Retail Ventures Limited. The funds raised through said Preferential allotment, pending utilisation, have been temporarily deployed in mutual funds. There was no deviation in the use of proceeds from the objects stated in the offer document.

General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions / events on these matters during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.

• The Managing Director of the Company does not receive any remuneration or commission from its holding or subsidiary Companies.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• Issue of debentures / bonds / warrants / any other convertible securities.

• Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• Maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Act.

Acknowledgement

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors, banks, government and regulatory authorities, stock exchanges and members, during the year under review.