(i) Rights, Preferences and Restrictions Attached to Shares

The Company has only one class of equity shares having face value of 110 each. The holder of the equity share is entitled to dividend right and voting right in the same proportion as the capital paid-up on such equity share bears to the total paid-up equity share capital of the Company. The dividend proposed by Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company in the same proportion as the capital paid-up on the equity shares held by them bears to the total paid-up equity share capital of the Company.

III) Performance obligation

1) Search related services

The performance obligation for search related services is satisfied after the provision of services over the period of contract.

2) Software and website services

The performance obligation for website development is satisfied on delivery of software and first time hosting and related services is satisfied over the tenure of contract.

3) Review and rating certification

The performance obligation is satisfied at the time of delivery of certificate to the customer.

4) Transaction service fee

The performance obligation is satisfied after the services are rendered on which the fees are levied.

1) During the financial year 2022-2023, the carried forward unspent amount of 110.5 million lying under Just Dial Limited Unspent Corporate Social Responsibility (CSR) A/C 2020-2021 was spent on CSR Activities as per Annual Action Plan.

During the financial year 2022-2023, the carried forward unspent amount of 123.2 million lying under Just Dial Limited Unspent Corporate Social Responsibility (CSR) A/C 2021-2022 was spent on CSR Activities as per Annual Action Plan and the balance unspent amount of 14.5 million is proposed to be spent during the financial year 2023-2024.

2) Due to COVID-19 pandemic situation and/or State-wise lockdown imposed, the implementing agencies were not able to complete their projects as per the prescribed timelines and accordingly, the allocated budget for the said projects in respective financial years could not be spent. Therefore, during the financial year ended March 31, 2022, there was an unspent amount of 127.7 million allocated for ongoing CSR projects, which has been transferred to Just Dial Limited Unspent Corporate Social Responsibility (CSR) A/C 2021-2022. Further, during the financial year 2021-2022, the Company has spent 118.2 million from Just Dial Limited Unspent Corporate Social Responsibility (CSR) A/C 2020-2021

Nature of CSR Activities - The Company has broadly identified the sectors such as education and health care for its CSR activities.

The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

27: Gratuity and other post-employment benefits plans

I) Defined Contribution plan

Contribution to provident fund of 1257.2 million (March 31, 2022 - 1168.0 million) is recognised as an expense in Note 19 ‘Employee benefits expense’ of the Statement of profit and loss.

II) Defined Benefit plan

The Company has a defined benefit gratuity funded plan. Every employee who has completed five years or more of service gets a gratuity on resignation or retirement at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of a qualifying insurance policy.

The following tables summarise the components of net gratuity benefits expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the Balance sheet for the gratuity plan

Methods and assumptions used in preparing sensitivity and their limitations: The liability was projected by changing certain assumptions and the total liability post the change in such assumptions have been captured in the table above. This sensitivities are based on change in one single assumption, other assumptions being constant. In practice, scenario may involve change in several assumptions where the stressed defined benefit obligation may be significantly impacted.

Note : The Company has not made any grants during the year and hence the above disclosure is not required to be given for the year ended March 31,2023.

Exercise period for all the ESOP schemes is seven years from the date of vesting of the options.

The carrying amount of Employee stock options reserve as at March 31,2023 is 1237.0 million ( March 31,2022 - 1371.1 million). The expense recognised for employee services received during the year ended March 31,2023 is 195.4 million (March 31,2022 - 1216.9 million)

1) There are certain cases against the Company pending in various courts. The Management believes that based on legal/ technical advice from experts that the ultimate outcome of these cases will not have a material/ adverse impact on the Company’s financial position and results of operations.

2) The Company is contesting the income-tax demands and the Management believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The Management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company’s financial position and results of operations.

Uncertain Direct Tax litigation

The Company has ongoing disputes with income-tax authorities of India pertaining to tax treatment of certain expenses for Assessment Year (A.Y.) 2017-18, A.Y. 2018-19, AY 2020-21 & AY 2021-22 (income-tax assessment is completed till A.Y. 2021-22)

Assessment Year 2017-18 - The demand of 180.9 million was raised for A.Y. 2017-18. The Company has paid 16.8 million against demand of A.Y. 2017-18 and 112.6 million has been adjusted by the tax department against earlier years refunds against demand of A.Y. 2017-18 resulting into total payment of 119.4 million against demand of AY 2017-18 resulting into a net demand of 162.1 million (including interest). As per Rectification Orders and Order giving effect to Appellate Orders

passed during the previous year for various years, refund of 11.7 million was additionally determined due to the Company, but not adjusted against the above demand of A.Y. 2017-18. The Company has filed Rectification application with the Assessing Officer (‘AO’) and an appeal against the Assessment Order for A.Y. 2017-18 before the Commissioner of Income-Tax (Appeals) which are pending for disposal.

Assessment Year 2018-19 - There is no outstanding demand for A.Y. 2018-19. However, there are some additions as per the Assessment Order for A.Y. 2018-19 against which the Company has filed an appeal on May 23, 2021 before the National Faceless Appellate Authority (NFAC) which is pending for hearing.

Assessment Year 2020-21- The demand of 110.22 million was raised for AY 2020-21.However, there are some additions as per the Assessment Order for A.Y. 2020-21 against which the company has filed Rectification application with the AO on October 21, 2022 and an appeal before the NFAC on October 20, 2022, which is pending for hearing.

Assessment Year 2021-22- The demand of 128.0 million was raised for AY 2021-22.However, there are some additions as per the Assessment Order for A.Y. 2021-22 against which The Company has filed Rectification application with the AO on January 13, 2023 and an appeal before the NFAC on January 12, 2023, which is pending for hearing.

Based on Management’s evaluation it expects the tax authorities to accept the tax treatment considered by the Company for all the above mentioned years and disputes and thereby does not expect any material impact on the taxable profits/ losses in the future periods. Consequently, provision for this uncertain tax position is not recorded.

30: Details of dues to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development (MSMED) Act, 2006

The information regarding Micro or Small Enterprises has been determined on the basis of information available with the Management, which has been relied upon by the auditors.

31: Capital management

For the purpose of the Company’s capital management, capital includes issued capital and all other Equity reserves. The primary objective of the Company’s capital management is to ensure the going concern operation and to maintain an efficient capital structure to support the corporate strategy and maximise shareholder value.

The capital structure is governed by policies approved by the Board of Directors and is monitored by various metrics. The Company maintains focus on capital efficiency without incurring material indebtedness and has positive working capital and free cash flows. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023 and March 31,2022.

The Management assessed that cash and cash equivalents, trade payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The Management assessed that fair value of loans and deposits and other financial liabilities approximate their carrying amount since they are carried at amortised cost in these financial statements.

There have been no transfers between Level 1 and Level 2 during the year ended March 31,2023 and March 31,2022.

33: Financial risk management objectives and policies

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is set by the Board of Directors.

The key risks include market risk, credit risk and liquidity risk. The Board of Directors reviews and agrees policies and procedures for management of these risks.

a) Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.

i) Interest rate risk

The Company does not have any borrowings. The Company’s investment in debt instruments and loans given by the Company are at fixed interest rates, consequently the Company is not exposed to interest rate risk. In order to optimise the Company’s position with regards to finance income and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by continuous review of investment portfolio and portfolio exposure to instruments having lower credit rating, balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

Thus, the Company is not exposed to significant interest rate risk as at the respective reporting dates.

ii) Foreign currency exchange risk

The Company undertakes minimal transactions denominated in foreign currency, consequently exposures to exchange rate fluctuations is not significant. The Management has taken a position not to hedge this currency risk.

iii) Equity and other price risk

The Company is exposed to equity price risks arising from equity investments. The Company’s equity investments are held for strategic rather than trading purposes.

b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet its contractual obligations and arises principally from the Company’s receivables from rental deposits given, loans given, investments made and balances at bank.

The carrying amount of financial assets represents the maximum credit exposure. Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned by credit-rating agencies. The credit risk on mutual funds, and debt instruments is limited because the counterparties are generally banks, financial institutions and sovereign bonds with high credit ratings assigned by credit rating agencies.

None of the financial instruments of the Company result in material concentrations of credit risk. The Company’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or meet its obligations as they fall due. The Company’s policy on liquidity risk is to maintain sufficient liquidity in the form of cash and investment in liquid mutual funds to meet the Company’s operating requirements with an appropriate level of headroom. In addition, processes and policies related to such risks are overseen by senior management. The Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

36: Subsequent Events

The Standalone financial statements of the Company for the year ended March 31,2023, were reviewed by the Audit Committee and were approved by the Board of Directors at their meeting held on April 17, 2023.

37: Disclosure as per Schedule III of the Companies Act, 2013

i) The Company has title deeds for all the immovable properties held in the name of the Company.

ii) The Company does not have any benami properties. There are no proceedings initiated or pending against the Company for holding Benami property under Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules thereunder.

iii) The Company is not declared as a ‘wilful defaulter’ by any bank or financial institution or other lender.

iv) Just Dial Inc., Delaware, USA, which had no significant operations was dissolved during the year on March 17, 2023

v) During the year, an application filed by the Company for striking off of JD International Pte. Ltd., Singapore, which was nonoperational was approved by the authorities on February 21,2023.

vi) MYJD Private Limited has not commenced its operations.

viii) There no charges or satisfaction yet to be registered with Registrar of Companies (ROC).

ix) The Company has not traded or invested in crypto currency or virtual currency.

x) The Company does not have any transactions recorded in the books of account that has been surrendered or disclosed as income during the year in the assessments under Income Tax Act, 1961.

xi) The Company does not have any Capital-work-in progress or intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original plan.

xii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies) (intermediaries) with the understanding that the intermediary shall ;

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or

b) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

xiii) The Company has not received any fund from any other person(s) or entity(ies), including foreign entity(ies) (funding party) with the understanding (whether recorded in writing or otherwise) that the funding party shall ;

a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.