October 1, 2020

To

BSE Limited Department of Corporate Services Listing Department P J Towers, Dalal Street, Mumbai – 400001 Scrip Code: 535648

National Stock Exchange of India Limited Listing Department Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051 Scrip Symbol: JUSTDIAL

Metropolitan Stock Exchange of India Limited 4th Floor, Vibgyor Towers, Plot No. C 62,G - Block, Opp. Trident Hotel, Bandra Kurla Complex, Bandra (East), Mumbai – 400098 Scrip Symbol: JUSTDIAL

Kind Attn: Head – Listing Department / Dept of Corporate Communications

Sub: Compliance under Regulation 30 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 – Proceedings of the 26th Annual General Meeting

Dear Sir/ Madam,

In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, please find enclosed the details of the proceedings of the 26th Annual

General Meeting of Just Dial Limited held on Wednesday, September 30, 2020 at 11.30 a.m.

through Video Conferencing.

We request you to take the same on record.

Thanking you,

Yours faithfully,

For Just Dial Limited

Manan Udani

Company Secretary

Encl: as above

GIST OF PROCEEDINGS OF THE TWENTY SIXTH ANNUAL GENERAL MEETING

OF JUST DIAL LIMITED (THE “COMPANY”) HELD ON WEDNESDAY, SEPTEMBER

30, 2020 AT 11.30 A.M. THROUGH VIDEO CONFERENCING (“VC”).

As per the Notice dated August 31, 2020, the 26th Annual General Meeting (AGM) of the

Company was held on Wednesday, September 30, 2020 at 11.30 a.m. through Video

Conferencing (‘VC’) in compliance with the applicable provisions of the Companies Act,

2013, the General Circular No. 14/2020 dated April 8, 2020, General Circular No.

17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020

issued by the Ministry of Corporate Affairs (‘MCA’) and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

On behalf of the Board of Directors of Just Dial Limited, Mr. B. Anand, Chairman of the

Company, welcomed all the Members and Directors of the Company at the AGM of the

Company at 11.30 a.m. He informed that he was attending this meeting from Mumbai.

He further stated that in these unprecedented times of ongoing COVID-19 pandemic, all

must be safe and keeping well during these tough times. Social distancing is a norm to

be followed, and therefore, the AGM was being convened through Video Conferencing

in accordance with the circulars issued by MCA and SEBI.

He thereafter introduced all the Directors and Key Managerial Personnel present at the

Meeting. The Directors and Key Managerial Personnel present at the AGM were as

follows:

1. Mr. V.S.S. Mani, Managing Director & CEO joined from Mumbai

2. Mr. Ramani Iyer, Whole-time Director joined from Bangalore

3. Mr. V Krishnan, Whole-time Director joined from Noida

4. Mr. Abhishek Bansal, Whole-time Director and CFO joined from Mumbai

5. Mr. Malcolm Monteiro, Independent Director joined from Mumbai

6. Mr. Sanjay Bahadur, Independent Director joined from Mumbai

7. Ms. Bhavna Thakur, Independent Director joined from Mumbai

8. Ms. Anita Mani, Non-Executive Director joined from Mumbai

9. Mr. Pulak Chandan Prasad, Non-Executive Director joined from Singapore

10. Mr. Manan Udani, Company Secretary joined from Mumbai

The Statutory Auditors and Secretarial Auditor of the Company and Scrutinizer for e-voting process were also present in the Meeting. He further informed that Participation of members attending through Video Conferencing was reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. Since the AGM was being held through Video Conferencing, as per the MCA Circulars, physical attendance of members was dispensed with. Accordingly, the facility for appointment of proxies by the members was not made available for the AGM. 88 Members were present at the meeting through Video Conferencing. Accordingly, the requisite quorum was present and the Meeting was put to order. He further requested Mr. Manan Udani, Company Secretary, to read the arrangements made for the Members at the AGM.

The Company Secretary welcomed all to the AGM. He informed that the meeting was being held through video conferencing in accordance with the circulars issued by MCA, applicable provisions of the Companies Act, 2013 and Listing Regulations. In terms of relevant provisions of Companies Act, 2013, Listing Regulations and MCA and SEBI circulars, the Notice of AGM, procedure and instructions for e-voting and the Annual Report for the financial year 2019-2020 were sent by e-mail to all those members whose names appeared in the Register of Members and whose e-mail addresses were registered with the Company or the Registrar and Share Transfer Agents or the Depository Participants as on Friday, September 4, 2020 and no physical copies of the Notice and Annual Report were sent by the Company to any members. The Company enabled the Members to participate at the meeting through video conferencing facility provided by KFin Technologies Private Limited. The proceedings of the meeting were being recorded for compliance purposes. In accordance with the provisions of the Companies Act, 2013 and Listing Regulations, the Members were provided the facility to exercise their right to vote by electronic means on the resolutions set out in the notice, both through remote e-voting and e-voting system (‘Insta Poll’) at the AGM. Remote e-voting facility was made available to all Members holding shares as on the cut-off date i.e. Wednesday, September 23, 2020 during the period commencing from 9.00 a.m. (IST) on Saturday, September 26, 2020 till 5.00 p.m. (IST) on Tuesday, September 29, 2020. Remote e-voting was blocked on Tuesday, September 29, 2020 at 5.00 p.m. Members joining the meeting through video conferencing, who had not already casted their vote by means of remote e-voting were given option of voting through ‘Insta Poll’ e-voting facility on announcement of ‘Insta Poll’ by the Chairman. Members who had casted their votes by remote e-voting prior to the AGM were not entitled to cast their vote again.

The Board of Directors has appointed Mr. Vijay Kondalkar, partner of M/s VKMG & Associates LLP, Practicing Company Secretaries, as the Scrutinizer for this meeting.

Due to the ongoing COVID-19 pandemic, the Company has made the best possible efforts for providing the facility of joining the AGM by Video Conferencing and voting electronically. In case of any issues during the meeting, members were provided details for contacting KFin Technologies Private Limited for technical support / assistance. The requisite statutory registers and documents were made available electronically for inspection during the AGM on website of KFin Technologies Private Limited. Thereafter he requested the Chairman to continue with the proceedings of the meeting. The Chairman informed that the annual report and the notice convening the 26th AGM were already emailed to all the members and were accordingly taken as read. The independent auditors’ report on the Company’s standalone and consolidated financial statements is unmodified. He further informed that the Statutory Auditor’s Report and Secretarial Auditors' Report did not contain any qualifications or observations or disclaimer or comments or other remarks which has any adverse effect on the functioning of the Company. Since the said reports have already been sent to the members, the same were taken as read.

At the request of the Chairman, Mr. Abhishek Bansal, Whole-time Director & CFO briefed the members about the business of the Company to the members. Thereafter, the Chairman briefed about the resolutions as per the notice of the AGM: 1. Adoption of the audited standalone and consolidated financial statements of the

Company for the financial year ended March 31, 2020 together with the reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)

2. Appointment of Director in place of Ms. Anita Mani (DIN:02698418), who retires

by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment. (Ordinary Resolution)

3. Appointment of Mr. Abhishek Bansal (DIN:08580059), Chief Financial Officer of the Company, as a Whole-time Director & Chief Financial Officer of the Company. (Ordinary Resolution)

4. Amendment in the Objects Clause of the Memorandum of Association of the Company. (Special Resolution)

Since the meeting was being held through Video Conferencing and the resolutions mentioned in the AGM Notice were already put to vote through remote e-voting and e-voting system (‘Insta Poll’) at the AGM, the practice of proposing and seconding of resolutions which was not mandatory as per law was not required to be followed and there was no voting by show of hands. Accordingly, the Chairman announced that the members who had not voted through remote e-voting system could cast their votes through (‘Insta Poll’) e-voting facility provided to the members at AGM.

He then requested the Company Secretary to brief the members and conduct the Q & A Session. Suitable replies were provided to the queries raised by the Members.

Before concluding the meeting the Chairman informed to the members that ‘Insta Poll’ e-voting will close after 15 minutes from the time of closure of this meeting and requested the members who had not already casted their votes to cast their votes through ‘Insta Poll’. All the the proceedings of the meeting were completed and meeting was concluded at 12.00 p.m. with thanks to the members. Post Completion of Annual General Meeting and voting through e-voting (Insta Poll) at the AGM, the Scrutinizer submitted Consolidated Scrutinizer's Report considering the result of remote e-voting and e-voting (Insta Poll) at the Annual General Meeting (AGM). As per the report submitted by the Scrutinizer, all the resolutions embodied in the Notice of 26th Annual General Meeting dated August 31, 2020 were passed with requisite majority. The voting results including Consolidated Scrutinizer's Report is enclosed.

You are requested to take the same on record as the gist of proceedings of AGM and it should not be considered as Minutes of AGM.

ForJust Dial Limited

Manan Udani Place: Mumbai Company Secretary Date: October 1, 2020 Encl: Voting Results including Consolidated Scrutinizer's Report