Just Dial Limited held its thirty-second annual general meeting on August 31, 2026, passing all proposed resolutions with the requisite majority. The meeting was conducted through video conferencing and other audio-visual means in compliance with Ministry of Corporate Affairs circulars.

Meeting Proceedings

The meeting commenced at 5:30 pm and concluded at 6:27 pm. Mr. K. Sudarshan, Chairman and Independent Director, chaired the proceedings. The company confirmed that the requisite quorum was present and that representatives of the statutory auditors and secretarial auditor attended.

Remote e-voting was available from 9:00 am on August 26, 2026, to 5:00 pm on August 30, 2026. Members participating in the meeting who had not voted remotely could use the electronic voting system (Insta Poll). Mr. Vijay Babaji Kondalkar of VKMG & Associates LLP served as the scrutiniser for the voting process.

Resolutions Passed

Shareholders approved the following ordinary and special business resolutions:

• Adoption of the audited financial statements for the fiscal year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.
• Appointment of Mr. V. Subramaniam (DIN: 00009621) as a director retiring by rotation.
• Appointment of Ms. Geeta Fulwadaya (DIN: 03341926) as a director retiring by rotation.
• Re-appointment of Mr. Ranjit Pandit (DIN: 00782296) as an independent director for a second term of five years, effective September 1, 2026, until August 31, 2031.

All resolutions were passed with the necessary majority. The company stated it would separately intimate voting results to stock exchanges and upload them on its website and that of KFin Technologies Limited.

Promoter V.S.S. Mani intends to acquire 2,39,647 equity shares of Just Dial Limited from fellow promoter group member Eshwary Krishnan. The transfer represents 0.28% of the company’s total share capital and will be executed on or after August 31, 2026.

The acquisition is structured as an inter-se transfer by way of gift, meaning no monetary consideration is involved. The move falls under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, exempting the acquirer from making an open offer.

Shareholding Impact

Following the transaction, Mr. Mani’s stake will rise from 7.61% (64,68,187 shares) to 7.89% (67,07,834 shares). Conversely, Mrs. Krishnan’s holding will drop from 0.28% to zero. Crucially, the aggregate promoter group holding remains unchanged at 67,07,834 shares (7.89%).

Regulatory Compliance

Both parties have declared compliance with Chapter V of the Takeover Regulations for the preceding three years. Annual disclosures under Regulation 31(4) were filed on April 9, 2026; April 9, 2025; and April 5, 2024. Additionally, both promoters confirmed in their April 9, 2026 declarations that no encumbrances were created on their respective holdings during FY25-26.

What the Numbers Show

The transaction is purely structural within the promoter group, as evidenced by the nil consideration and static aggregate holding. The absence of any change in total promoter ownership indicates no dilution or concentration of control at the group level, but rather a consolidation of individual titles between two qualifying persons.