Just Dial Limited has confirmed full compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2026. The certification, issued by VKMG & Associates LLP, verifies that the company adhered to all applicable provisions, circulars, and guidelines during the review period. This compliance ensures that the company maintained the required governance standards and disclosure norms mandated by the regulator.

Audit Findings and Compliance Status

The secretarial audit examined various records, filings, and the company's website to verify adherence to regulations. The report confirmed that Just Dial complied with the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, and specific regulations including those related to insider trading, buy-backs, and share-based employee benefits. The audit also verified compliance with Secretarial Standards issued by the Institute of Company Secretaries of India regarding Board and General Meetings.

Key Compliance Areas

The report detailed the company's standing across several critical governance parameters. Just Dial confirmed that all applicable policies under SEBI Regulations were adopted by the Board and updated timely. The company maintained a functional website with accurate web-links for documents as required under Regulation 27(2). Additionally, the audit confirmed that no directors were disqualified under Section 164 of the Companies Act, 2013.

Regulatory Actions and Subsidiaries

The audit explicitly stated that no actions were taken against Just Dial, its promoters, directors, or subsidiaries by SEBI or stock exchanges during the financial year. The report also noted that the company does not have any subsidiaries, material or otherwise. Consequently, requirements related to the identification and disclosure of subsidiaries were marked as not applicable. The company also confirmed that there were no resignations of statutory auditors during the period.

Scope and Limitations

VKMG & Associates LLP clarified that the responsibility for compliance and the authenticity of documents lies with the company's management. The report emphasized that it is neither an audit nor an expression of opinion on the financial records. It is intended solely for the purpose of compliance under Regulation 24A of the SEBI LODR Regulations and does not assure the future viability of the company or the efficacy of its management.

Just Dial has allotted 4,375 equity shares of face value Rs.10/- each to certain employees of the company, pursuant to the exercise of vested options granted under its Employee Stock Option Scheme(s). The allotment was made on May 7, 2026, and has been formally communicated to the stock exchanges.

ESOP Allotment Details

The allotment follows the exercise of stock options by eligible employees at the stipulated exercise price. The key parameters of the allotment are presented below:

Impact on Share Capital

Following this allotment, the issued, subscribed, and paid-up share capital of Just Dial has been revised upward. The updated capital structure is as follows:

The allotment was disclosed by Manan Udani, Company Secretary and Compliance Officer of Just Dial, in a regulatory filing submitted to BSE Limited, National Stock Exchange of India Limited, and Metropolitan Stock Exchange of India Limited.