Just Dial Ltd

Dear Members,

The Board of Directors present the Company's Thirty-First Annual Report and the Company's audited financial statements for the financial year ended March 31, 2025.

The Company's financial performance for the year ended March 31, 2025 is summarised below:

The Revenue from operations increased by 9.5% to H11,419.3 million in the financial year ended March 31, 2025 as compared to H10,429.1 million for the preceding financial year.

Profit Before Tax of the current financial year increased by 42.4% to H6,641.5 million as compared to H4,664.9 million for the preceding financial year.

Profit After Tax of the current financial year increased by 61% to H5,842.0 million as compared to H3,628.5 million for the preceding financial year.

Just Dial Limited is India's leading local search engine. It provides localised services through mobile apps for Android and iOS, a website for mobile and desktop, a pan-India telephone support number at 88888-88888. Its primary mission is to empower millions of MSMEs in India across products and services to become internet-ready, enhance their online presence, and connect them to potential buyers / users.

Our Android and iOS applications are designed for efficient business discovery, leveraging user ratings, geolocation, and personalised recommendations. Each business profile provides detailed information, including price ranges, social media links, amenities, and services. Users can post inquiries

for quick responses, fostering engagement. Additionally, the apps feature a diverse content library with movies, news, and sports to enhance the user experience.

JD Mart is a B2B marketplace tailored for small and mediumsized enterprises (SMEs). It optimises online marketing for manufacturers, suppliers, wholesalers, distributors, exporters, importers, and retailers. It enables businesses to showcase digital product catalogues, enhancing India's digital ecosystem, particularly for SMEs. Buyers can access various quality vendors, streamlining their B2B procurement. Integrated with Justdial, JD Mart offers a unified search experience and is accessible via its web interface and dedicated apps for Android and iOS.

• Interactive content featuring videos, images, descriptions, specifications, pricing, and digital catalogues enhances user experience. A digital catalogue carousel showcases extensive offerings, while related category tags like ‘Trending' and ‘Most searched' aid buyer decision-making.

• Personalised homepages are based on search history, business type, and communication tools for email inquiries, calls, and chats. Buyers can use the Request for Quotes (RFQ) feature for bulk or individual product inquiries.

• Sellers benefit from onboarding tools such as catalogue management and lead tracking. Analytics provide insights on listing performance, and trust-inducing tags like ‘Verified' and ‘Trust' enhance buyer confidence. Additionally, 24/7 support is available for queries and complaints.

JD Omni provides cloud-based solutions for SMEs focused on digital transformation. Our offerings allow business owners to create customisable, transaction-ready websites with seamless integration of third-party services. The user- friendly software features easy installation and extensive customisation options, including a cloud-based point-of-sale system, inventory management tools, CRM capabilities, and website development resources.

Our online self-sign-up programme enables businesses to launch campaigns directly on JD / JD Mart, enhancing our digital sales and customer acquisition strategy. This initiative complements our skilled sales team and taps into the rising demand for do-it-yourself (DIY) solutions among modern consumers.

The JD Ratings tool provides a mobile-verified, unbiased platform for ratings and reviews. It features intelligent tagging, photo uploads, and a five-point rating scale, facilitating effective feedback collection for SMEs. The tool also enables businesses to respond to reviews, fostering better engagement between users and companies.

The JD Analytics dashboard provides vital insights into customer interactions, consolidating leads from multiple channels and offering real-time alerts for missed opportunities. It manages review responses and analyses competitive trends, capturing detailed customer feedback, including the customer's voice. Additionally, it streamlines access to customer support, serving as an efficient, integrated solution for data-driven decision-making.

Just Dial has introduced JD Business, a centralised interface within the JD app to streamline merchant listing management. This platform allows businesses to efficiently update phone numbers, WhatsApp contacts, operating hours, holiday schedules, multimedia content, promotional deals, categories, catalogues, invoices, GST input credits, and KYC documentation. It also provides insights into profile scores with actionable improvement steps, enabling merchants to manage multiple listings and enhance operational efficiency effectively.

JD Pay delivers an efficient platform for swift digital transactions, enhancing convenience for both merchants and consumers. It offers a secure payment interface and utilises unified QR codes for easy transactions via the Justdial app's

Scan & Pay feature. JD Pay facilitates a versatile financial ecosystem by supporting multiple payment methods, including cashless options, cards, UPI, net banking, and digital wallets.

Justdial has launched Biz Boosters - a suite of self-service, paid add-ons aimed at enhancing merchant visibility and engagement. Available within existing paid plans, these features include Rotational Banners, JD Trust and Verified Badges, a JDRR Certificate and a professionally designed website. By enabling merchants to independently activate these tools, Justdial drives premium engagement, boosts Average Revenue Per User and reinforces its positions as a trusted growth partners for India's small businesses.

Justdial is integrating AI across its operations to drive scalable growth, enhance service quality, and deliver superior experiences for both customers and merchants.

• Al-driven automation for monitoring interaction quality across customer-facing teams.

• Features such as review summarisation, dynamic review prompts, and fraud detection for users.

• On the merchant side, Al tools support catalogue management, extract data from signboards and visiting cards, and improve outreach through intelligent channel recommendations.

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

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 financial statement of the Company for details pertaining to changes during the year in Other Equity.

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.

During the year under review, the Company allotted 4,375 equity shares of H10/- each to its employees upon exercise of options granted to them under the various Employees' Stock Option Scheme(s) of the Company.

The Company's paid-up share capital Company as on March 31, 2025 is H85,04,21,570/- comprising of 8,50,42,157 equity shares of H10/- each.

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.

Pursuant to the application filed by MYJD Private Limited, a wholly owned subsidiary of the Company, the name of MYJD Private Limited has been struck off from the Register of Companies and stands dissolved with effect from June 26, 2024.

Other than the above, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

The Company had no subsidiary, joint venture or associate company as at March 31, 2025 and accordingly it was not required to prepare consolidated financial statements.

The audited 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

The Policy for determining Material Subsidiaries is available on the Company's website and can be accessed at

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Your Directors state that:

a) i n the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under

Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

b) t he 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, 2025 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 Companies Act, 2013 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) t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Report. Certificate from a Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance 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

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 Companies Act, 2013 (‘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

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 financial statement which sets out related party disclosures pursuant to Ind AS.

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 obiectives 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.

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

The Company's CSR efforts are directed primarily towards education, where it has invested in improving access to quality education for the underprivileged.

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

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 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.

As on March 31, 2025, the Board comprised of 10 (Ten) Directors out of which 4 (Four) 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. Dinesh Taluja (DIN: 08144541) and Mr. Ashwin Khasgiwala (DIN: 00006481) 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.

Ms. Bhama Krishnamurthy (DIN: 02196839) was appointed as an Additional Director designated as an Independent Director of the Company with effect from April 1, 2024 and her appointment was regularised by the members for a term of 5 (five) consecutive years with effect from April 1, 2024 upto March 31, 2029 at the 30^th Annual General Meeting of the Company held on June 27, 2024.

Ms. Bhavna Thakur (DIN:07068339), Independent Director, ceased to be director of the Company upon completion of her term on March 31, 2024. Mr. B. Anand (DIN: 02792009), Mr. Sanjay Bahadur (DIN: 00032590) and Mr. Malcolm Monteiro (DIN: 00089757), Independent Directors ceased to be directors of the Company upon completion of their second term on September 30, 2024.

The Board placed on record its sincere appreciation for the guidance and valuable contribution made by Ms. Bhavna Thakur, Mr. B. Anand, Mr. Sanjay Bahadur and Mr. Malcolm Monteiro during their tenure as Independent Directors of the Company.

Prof. Dipak C. Jain (DIN: 00228513) and Mr. Krishnan Sudarshan (DIN: 01029826) were appointed as Independent Directors of the Company for a term of 5 (five) consecutive years with effect from October 1, 2024 upto September 30, 2029 at the 30^th Annual General Meeting of the Company held on June 27, 2024.

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. t hey 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, 2025, 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.

The Nomination and Remuneration Policy as approved by the Board is available on the Company's website and can be accessed 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.

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

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') are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations'). The details as required to be disclosed under the SBEB Regulations are available on the Company's website and can be accessed Auditors and Auditors' Report

Deloitte Haskins & Sells LLP, Chartered Accountants were re-appointed as the Auditors of the Company for a second term of 5 (five) consecutive years, at the 30^th Annual General Meeting held on June 27, 2024. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

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

The Board had appointed VKMG & Associates LLP, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the recent amendments to the Listing Regulations, the Board has recommended to the members for their approval, appointment of VKMG & Associates LLP, Practising Company Secretaries, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30.

Four (4) Meetings of the Board of Directors were held during the year under review. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

The Audit Committee comprises of Mr. Ranjit Pandit (Chairman), Ms. Bhama Krishnamurthy, Prof. Dipak C. Jain, Mr. Krishnan Sudarshan, Mr. V. S. S. Mani and Mr. V. Subramaniam. All the recommendations made by the Audit Committee were accepted by the Board.

The Nomination and Remuneration Committee comprises of Prof. Dipak C. Jain (Chairman), Ms. Bhama Krishnamurthy, Mr. Krishnan Sudarshan and Mr. Ashwin Khasgiwala.

The Stakeholders' Relationship Committee comprises of Prof. Dipak C. Jain (Chairman), Ms. Bhama Krishnamurthy, Mr. V. S. S. Mani and Mr. Dinesh Taluja.

The Corporate Social Responsibility Committee comprises of Mr. Krishnan Sudarshan (Chairman), Prof. Dipak C. Jain, Mr. V. S. S. Mani and Mr. Ashwin Khasgiwala.

The Risk Management Committee comprises of Ms. Bhama Krishnamurthy (Chairperson), Mr. Krishnan Sudarshan, Mr. V. S. S. Mani and Mr. Dinesh Taluja.

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

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace.

The Company has not given any loan or guarantee or provided any security during the year under review. Particulars of investments made are provided in the financial statement. Members may refer to Note 5 to the financial statement.

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:

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.

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.

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.

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.

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.

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

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

Foreign Exchange earned in terms of actual inflows: Rs 32.8 million.

Foreign Exchange outgo in terms of actual outflows: Rs 2.2 million.

The Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed at

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

During the financial year 2021-22, the Company had issued and allotted on preferential basis 2,11,77,636 equity shares of H 10/- each fully paid-up, representing 25.35% of the post preferential equity share capital, at a price of H1,022.25/- per equity share (including securities premium), aggregating to H21,648.8 million to Reliance Retail Ventures Limited. The funds raised through said Preferential allotment, pending utilisation, have been temporarily deployed in mutual funds and fixed deposits. There was no deviation in the use of proceeds from the objects stated in the offer document.

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 Company. The Company does not have any subsidiary.

• 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.

• 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.

• No instance of one-time settlement with any Bank or Financial Institution.

• 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.

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.