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.

Just Dial Limited has scheduled its Thirty-Second Annual General Meeting (AGM) for Monday, August 31, 2026, at 5:30 P.M. (IST), to be conducted exclusively through Video Conferencing (VC) and Other Audio Visual Means (OAVM). The primary agenda includes the approval of the audited financial statements for the financial year 2025-26, along with the Board’s Report and Auditors’ Report. Shareholders must act before the deadline to cast their votes on these critical corporate governance matters.

The Notice of the AGM and the Annual Report for the financial year 2025-26 were dispatched electronically on August 8, 2026, to members with registered email addresses. For members without registered email IDs, a letter containing a web-link to the documents was sent. These documents are also accessible on the company’s website at www.justdial.com , the stock exchanges’ websites (BSE, NSE, MSEI), and KFin Technologies Limited’s (KFinTech) e-voting portal.

Voting and Participation Details

Shareholders can participate in the AGM and cast their votes through multiple channels. Remote e-voting is available for all members, including those who have not registered their email addresses, as detailed in the AGM Notice. Members attending the AGM via VC/OAVM who have not already voted remotely can use the Insta Poll facility during the meeting.

The remote e-voting facility will be available during the following period:

To attend the meeting virtually, shareholders must join via JioEvents at https://jioevents.jio.com/justdialagm . Login credentials and step-by-step instructions for accessing the VC/OAVM platform are provided in the official AGM Notice. Only persons whose names are recorded as on the Cut-off Date, i.e., Monday, August 24, 2026, in the register of members or register of beneficial owners maintained by the Depositories, shall be entitled to avail the facility of remote e-voting and voting through Insta Poll.

Regulatory Compliance and Shareholder Actions

The proceedings adhere to all applicable circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI regarding virtual meetings. Manan Udani, Company Secretary and Compliance Officer, has overseen the compliance framework for this meeting. The company emphasizes that all procedural aspects, including the scrutiny of votes, will be conducted transparently in accordance with statutory requirements.

Members holding shares in demat accounts are requested to ensure their email addresses are updated with their respective Depository Participants. This step is critical for receiving future communications and accessing e-voting facilities seamlessly. Failure to register may result in reliance on physical mail or web-link letters, which could delay access to critical corporate information. For queries regarding e-voting, members may contact V. Balakrishnan, Vice President at KFin Technologies Limited.