Just Dial Limited promoter V.S.S. Mani has created an encumbrance on 2,39,647 equity shares in favour of Reliance Retail Ventures Limited. This disclosure, filed on October 2, 2026, relates to the same block of shares acquired via gift from Mrs. Eshwary Krishnan on September 28, 2026.

The transaction was executed under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The encumbrance is linked to a Shareholders Agreement dated July 16, 2021, which governs the holdings of several promoter group members. Consequently, while the ownership shifted from Mrs. Krishnan to Mr. Mani, the aggregate promoter holding remained unchanged at 67,07,834 shares.

Shareholding and Encumbrance Details

The filing confirms that Mrs. Eshwary Krishnan released her entire holding of 2,39,647 shares (0.28% of total share capital), which were then acquired by Mr. V.S.S. Mani. Immediately following this acquisition, Mr. Mani created an encumbrance on these specific shares in favour of Reliance Retail Ventures Limited. The type of encumbrance is listed as "Others," referring to the constraints imposed by the existing Shareholders Agreement.

Regulatory Compliance and Context

The acquisition of shares by Mr. Mani fell under the exemption provided in Regulation 10(1)(a)(ii) of the SEBI Takeover Regulations, as it was an inter-se transfer by way of gift with no monetary consideration. This exemption meant no open offer was required for the remaining shares. The disclosure regarding the acquisition was initially filed on August 21, 2026, while the subsequent encumbrance disclosure was filed on October 2, 2026.

Note 1 in the filing clarifies that the shares held by Mr. V. Krishnan, Mr. V.S.S. Mani, Ms. Anita Mani, Mrs. Eshwary Krishnan, and Ms. Manasi Iyer are all subject to encumbrance under the July 2021 agreement. Note 2 explicitly states that there is no encumbrance on shares held by Reliance Retail Ventures Limited itself, which is also a promoter of the company.

Just Dial Limited passed all four resolutions at its thirty-second annual general meeting on August 31, 2026. While the adoption of financial statements and director appointments received near-unanimous support, the reappointment of independent director Mr. Ranjit Pandit encountered significant opposition from institutional shareholders.

Meeting Overview

The meeting was conducted via video conferencing and other audio-visual means, commencing at 5:30 pm and concluding at 6:27 pm. Mr. K. Sudarshan, Chairman and Independent Director, chaired the proceedings. Remote e-voting was available from 9:00 am on August 26, 2026, to 5:00 pm on August 30, 2026. Mr. Vijay Babaji Kondalkar of VKMG & Associates LLP served as the scrutiniser.

Out of 82,345 shareholders on the record date, votes were polled from holders of 7,42,61,525 shares, representing approximately 87.32% of the total outstanding voting rights. Promoter group participation was complete, with all 6,30,58,232 promoter shares voted in favour across all resolutions.

Voting Results by Resolution

The voting patterns revealed a divergence in shareholder sentiment regarding the independent director’s tenure compared to other agenda items.

All resolutions were passed with the requisite majority under the Companies Act, 2013 and SEBI Listing Regulations.

Institutional Dissent on Pandit Reappointment

The most notable feature of the voting results was the dissent against the special resolution to reappoint Mr. Ranjit Pandit for a second five-year term (September 1, 2026, to August 31, 2031).

While promoter and non-institutional public shareholders voted overwhelmingly in favour (100% and 99.61% respectively), public institutional investors registered substantial opposition. Of the 1,07,13,761 votes polled by institutions, only 56.58% were cast in favour, with 43.42% (46,51,730 votes) voting against the resolution. This institutional dissent accounted for nearly 99.95% of the total votes cast against the resolution.

In contrast, the appointment of Mr. V. Subramaniam and Ms. Geeta Fulwadaya, both retiring by rotation, faced minimal opposition from institutions (4.79% and 1.14% against, respectively).

What the Numbers Show

The voting data highlights a sharp divergence between promoter/non-institutional shareholders and institutional investors regarding Mr. Ranjit Pandit’s continued tenure. The near-total alignment of promoters (100% support) and retail/non-institutional shareholders (99.6% support) contrasts with the significant pushback from institutional block holders. This suggests that while the broader shareholder base supports the board’s composition, institutional investors may have specific governance concerns or differing views on the independent director’s role that did not influence the final outcome but warrant monitoring for future governance disclosures.