The Board of Directors present the Company’s Twenty Ninth Annual Report and the Company’s audited financial statements for the financial year ended March 31, 2023.

Financial Results

The Company’s financial performance (standalone and consolidated) for the year ended March 31,2023 is summarised below:

Results of Operations and the state of Company’s affairs

Highlights of the Company’s financial performance for the year ended March 31,2023 are as under

Revenue from operations increased by about 30.6% to H8,447.6 million in the financial year ended March 31,2023 as compared to H6,469.5 million for the preceding financial year.

Profit Before Tax of the current financial year increased by 125.5% to H1,880.3 million as compared to H834.0 million for the preceding financial year.

The Company’s Net Profit of the current financial year increased by 129.6% to H1,629.2 million as compared to H709.4 million for the preceding financial year.

The operations and financial performance of the subsidiaries during the financial year were not significant.

Business Operations

Justdial is one of the leading Indian local search engine, enabling the digitalisation of small and medium businesses through multiple platforms across India.

Our self-curated database of over 36.5 million listings is a pioneering initiative in the industry and gives us an edge in the local search business. Our use of digitalisation and cutting-edge technology help us keep our customers and consumers (end-users) engaged. We also leverage emerging trends, such as the growing number of smartphone users, rising internet penetration, as well as government’s digitalisation push, to fuel the growth of MSMEs.

Our offerings:

JD Mart

Launched in February 2021, Jd Mart is a B2B marketplace for SMEs that helps manufacturers, suppliers, distributors,

wholesalers, exporters, importers, and retailers market their various products online. The platform offers digital product catalogues to businesses and aims at digitalising India’s businesses, especially those of SMEs, across categories. On the other side, buyers can discover quality vendors that offer a wide selection of products to suit their B2B needs.

JD Mart is fully integrated with Justdial Platform to provide unified search experience. Apart from that it is also available on web at www.jdmart.com and on JdMart apps (Android & iOS).

The following are some of the value-added services and features of JD Mart:

• Interactive content with videos, images, description, specification, price, minimum order quantity, digital and PDF catalogues

• Digital company catalogue carousel allows sellers to showcase their extensive range of offerings

• Related category carousel and tags such as ‘Trending’, ‘Most searched’, ‘Number of enquiries served’, ‘Response time’, ‘Manufacturer’ on listing help buyers in their decision-making process

• Personalised homepage based on various learnings from search history and business type

• Communication tools to send e-mail enquiry, call, and chat

• Request for Quotes (RFQ) where buyers can select industry-leading qualifiers and can be used by buyers for bulk enquiry or single product, depending on their requirements

• Tools that simplify onboarding for sellers and help them run their online business. These include catalogue

management, real-time lead management, RFQ monitoring and chats with buyers

• Analytics configured with highly useful features which include lead management, providing quick access to missed leads, hot leads, and insights in the form of dashboard to track their listing efficacy on the platform

• Tags for businesses like ‘Verified’ and ‘Trust’ that induce a strong sense of trust among the buyers and simplifies the selection process

• 24x7 support for query and complaint resolution JD Omni

JD Omni provides end-to-end cloud-based solutions for SMEs to move their services in line with the current trend of digitisation. This assists business owners in developing their own, customisable & transaction ready websites and integrating third-party resources for a variety of marketplaces. The software / apps are easy to install, simple to use, offer high customisation and features such as cloud point-of-sale, inventory, customer management and website builder software.

JD Pay

JD Pay is an easy solution for quick digital payments, enhancing convenience for both merchants and consumers (end-users). It provides a seamless, safe, and secure payment experience. With unified QR for merchants, payments can be made via Scan & Pay on the Justdial app. JD Pay supports cashless transactions, cards, UPI, net banking, and online wallets.

JD App

Our Android and iOS apps are designed to meet all consumer requirements. They provide simple, intuitive business discovery services with quick and relevant results. Some of the services include user ratings, location-based search on maps, recommendations based on proximity and ratings, viewing friend’s ratings, movies, streaming, news, sports, stocks, augmented reality (AR)-based listing finder, price discovery for hotels among others. The Company details page now has sections covering meaningful content about the business like overview, catalogue, vibe check, menu, photos, deals, etc. Display of intelligent tags along with results will help users to make informed decisions. Users can post their questions directly to businesses which in turn can help them get faster answers.

Online self-sign-up

Our online self-sign-up programme allows any business to directly start their campaign on JD / JD Mart. This is a crucial step to digitalise our sales and customer-acquisition process. Traditionally, the bulk of our sales were generated by an able sales team, but now, the self-signup programmes open a new channel for monetisation, following the increased preference for Do-It-Yourself (DIY) solutions among new-age customers post the pandemic.

JD Ratings

JD Ratings tool helps get mobile-verified and unbiased ratings. With intelligent tag prompts, upload photos option and a robust audit mechanism to capture experiences of users on a 5 point rating scale. It helps SMEs gather more ratings & reviews and users in decision making. Also ability for businesses to respond to reviews is a step further to bring the users and businesses closer on the platform.

Dividend

The Board of Directors of the Company has not recommended any dividend on equity shares for the year under review. The Dividend Distribution Policy of the Company is available on the Company’s website and can be accessed at https://justdial. com/cms/investors/iustdial-dividend-distribution-policv.

Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the Company. Please refer to Statement of changes in Equity in the Standalone Financial Statement of the Company for details pertaining to changes during the year in Other Equity.

Details of material changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statement relates and date of this Report.

Material events during the year under review

No Material events have taken place during the year under review.

Share Capital

During the year under review, the Company allotted 7,19,510 equity shares of H10/- each to its employees upon exercise of options granted to them under the various ESOP Schemes of the Company.

The paid-up share capital of the Company as on March 31, 2023 is H84,32,06,020/- which comprises of 8,43,20,602 equity shares of H10/- each.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), is presented in a separate section, forming part of the Annual Report.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (the ‘Act’) and Listing Regulations read with Ind AS-110 -Consolidated Financial Statement, the audited consolidated financial statement for the year ended March 31, 2023 forms part of the Annual Report.

Subsidiary, Joint Venture and Associate Companies

During the year under review, Just Dial Inc., Delaware, USA, a wholly-owned subsidiary of the Company, which had no significant operations was dissolved on March 17, 2023. Further, an application was filed by the Company during the year for striking off of JD International Pte. Ltd., Singapore, which was non-operational and final approval from authorities is awaited.

No company has become Subsidiary, joint venture or associate of the Company. The Company does not have any joint venture or associate company.

A statement providing details of performance and salient features of the financial statements of subsidiary / joint venture / associate companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated financial statement and therefore, not repeated in this Report to avoid duplication. However, looking at the performance of the subsidiaries, they do not contribute significantly to the growth and performance of the Company.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Company’s website and can be accessed at https://www. iustdial.com/cms/investor-relations/financials-results. The financial statements of the subsidiary companies, as required, are available on the Company’s website and can be accessed at https://www.iustdial.com/cms/investor-relations/ online reports.

The Company has in place a Policy for determining Material Subsidiaries. The Policy is available on the Company’s website and can be accessed at https://iustdial.com/cms/investors/ iustdial-policv-for-determining-material-subsidiary.

The Company does not have any material subsidiary company. Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively.

Directors’ Responsibility Statement

Your Directors state that:

a) i n the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding

the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (‘SEBI’).

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company’s website and can be accessed at https://www.iustdial.com/cms/ investors/iustdial-brsr-2022-23.

Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has amended / updated the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions and the same is available on the Company’s website and can be accessed at https://iustdial.com/cms/ investors/iustdial-policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party-transactions.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 26 to the standalone financial statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility (‘CSR’) Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy’ (‘CSR Policy’).

The CSR policy, formulated by the CSR Committee and approved by the Board, continues unchanged. The policy can be accessed on the Company’s website at https://justdial.com/ cms/investors/justdial-csr-policy.

The CSR Policy of the Company, inter alia, covers CSR objectives, vision, mission and also provides for governance, implementation, monitoring and reporting framework.

The Annual Report on CSR activities is annexed herewith and marked as Annexure I to this Report.

Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise-wide risk management framework; and (b) Overseeing all the risks that the organisation faces such as strategic, financial, market, security, operational, personnel, IT, legal, regulatory, reputational and other risks.

The Risk Management Committee has identified and assessed all the material risks that may be faced by the Company and ensured proper policy, procedure and adequate infrastructure are in place for monitoring, mitigating and reporting risks on a periodical basis.

Internal Controls

The Company has robust internal control systems and procedures commensurate with its nature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies, procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company conducts periodical internal audits of all its critical functions and activities to ensure that proper systems are in place and due processes are being followed across the Board.

The Audit Committee of the Board of the Company regularly reviews the adequacy of internal control systems through such audits. The Internal Auditor reports directly to the Audit Committee.

Internal Financial Controls

Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to financial statement.

Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Company’s internal financial controls are adequate and are operating effectively as intended.

Directors and Key Managerial Personnel

The Board as on March 31, 2023 comprised of 11 (Eleven) Directors out of which 5 (Five) are Independent Directors, 5 (Five) are Non-Executive Directors and 1 (One) is an Executive Director.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashwin Khasgiwala (DIN: 00006481) and Ms. Geeta Fulwadaya (DIN: 03341926), Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.

The information as required to be disclosed under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings (‘SS-2’) in relation to directors liable to retire by rotation will be provided in the notice of ensuing Annual General Meeting.

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board had appointed Mr. Anshuman Thakur (DIN: 03279460) and Mr. Dinesh Taluja (DIN: 08144541) as Additional Directors designated as Non-Executive Directors of the Company with effect from January 13, 2023 and their appointments were approved by the shareholders of the Company through Postal Ballot on April 1, 2023.

During the year under review Ms. Divya Murthy (DIN: 09302573) resigned as a Non-Executive Director with effect from January 13, 2023. The Board places on record its appreciation for the contribution made by her during her tenure as Director of the Company.

I n the opinion of the Board, all the Independent Directors on the Board possess requisite qualifications, experience (including proficiency, as applicable) and expertise and hold highest standards of integrity.

The Company has received declarations from all the Independent Directors of the Company confirming that:

i. they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

ii. they have registered their names in the Independent Directors’ Databank.

All Independent Directors have affirmed compliance to the code of conduct for Independent Directors as prescribed in Schedule IV to the Act.

As on March 31, 2023, the following are the Key Managerial Personnel of the Company as per the provisions of the Act and rules made thereunder:

• Mr. V. S. S. Mani (DIN: 00202052), Managing Director and Chief Executive Officer

• Mr. Abhishek Bansal, Chief Financial Officer

• Mr. Manan Udani, Company Secretary.

Policy on Directors’ and Senior Managerial Personnel Appointment and Remuneration

The Nomination and Remuneration Policy as approved by the Board is available on the Company’s website and can be accessed at https://iustdial.com/cms/investors/iustdial-nomination-and-remuneration-policy.

The Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who may be appointed in Senior Management and who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company’s operations.

The Policy also sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Senior Managerial Personnel.

There has been no change in the aforesaid policy during the year.

Performance Evaluation

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors including Independent Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI, based on the predetermined templates designed as a tool to facilitate evaluation process, the Nomination and Remuneration Committee and Board has carried out the annual performance evaluation of its own performance, the individual Directors

self-explanatory and the Company is MPS compliant effective December 21,2022.

Disclosures Meetings of the Board

4 (four) Meetings of the Board of Directors were held during the year under review. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report, forming part of the Annual Report.

Committees of Board

The Company has several committees of the Board, which have been established as part of best Corporate Governance practices and to comply with the requirements of the relevant provisions of applicable laws and statutes.

The Committees and their composition as on March 31, 2023 are as follows:

• Audit Committee

The Audit Committee comprises of Mr. Ranjit Pandit (Chairman), Mr. B. Anand, Mr. Sanjay Bahadur, Mr. Malcolm Monteiro, Mr. V.S.S. Mani and Mr. V. Subramaniam.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

• Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Mr. B. Anand, (Chairman), Mr. V.S.S. Mani, Ms. Bhavna Thakur and Mr. Ashwin Khasgiwala.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Malcolm Monteiro, (Chairman), Mr. Sanjay Bahadur, Mr. B. Anand and Mr. Ashwin Khasgiwala.

• Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee comprises of Mr. Sanjay Bahadur, (Chairman), Mr. V.S.S. Mani and Ms. Bhavna Thakur.

• Risk Management Committee

The Risk Management Committee comprises of Mr. B. Anand, (Chairman), Mr. Sanjay Bahadur and Ms. Bhavna Thakur.

The details of the dates of the meetings, attendance and terms of reference of each of the Committees during the year under review are given in the Corporate Governance Report, forming part of the Annual Report.

Further, during the year under review, there are no such cases where the recommendation of any Committee of the Board, has not been accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company has in place Whistle Blower Policy (‘Policy’), to provide a formal mechanism to its employees for communicating instances of breach of any statute, actual or suspected fraud on the accounting policies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (‘UPSI’), misuse of office, suspected / actual fraud and criminal offences.

The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The framework of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee of the Company has been denied access to the Chairman of the Audit Committee of the Board. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Policy of the Company was received by the Company. The Policy is available at https://justdial.com/cms/investors/ justdial-whistle-blower-policy.

Prevention of Sexual Harassment at Workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, the Company has in place a policy which mandates zero tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given and investments made, along with the purpose for which the loan given is proposed to be utilised by the recipient are provided in the standalone financial statement (Refer Note 5 & 6 to the standalone financial statement).

However, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person as prescribed under Section 186(2) of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, including during the year under review, are listed below:

a) Use of LED Lights at office spaces;

b) Rationalisation of usage of electricity and electrical equipment - air-conditioning system, office illumination, beverage dispensers, desktops;

c) Regular monitoring of temperature inside the buildings and controlling the air-conditioning system;

d) Planned preventive maintenance schedule put in place for electromechanical equipment;

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilising alternate sources of energy:

The business operations of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipments:

There is no capital investment on energy conservation equipments during the year under review. However, the Company utilises energy efficient equipment to the extent feasible, as mentioned in (i) above.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated. The research and development requirements to cater to the existing business as well as new products, services, designs, frameworks, processes and methodologies are fulfilled in-house by the Company. This allows the Company to serve its users in innovated ways and provide satisfaction and convenience to the users and customers.

(ii) The benefits derived:

The Company emphasises the investment in technology development and has immensely benefited from it. The Company has developed most of its software required for operations as well as its apps, in-house. It has saved a sizeable amount of funds, ensured data protection and also helps to understand in better way the requirement of its users and customers.

(iii) Information regarding imported technology (imported during last three years):

The Company has not imported any technology during last three years.

(iv) Expenditure incurred on research and development:

The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange earned in terms of actual inflows: Nil.

Foreign Exchange outgo in terms of actual outflows: H17.4 million.

Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Company’s website and can be accessed at https://www.iustdial.com/cms/investor-relations/ online reports.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investors@iustdial.com.

Utilisation of funds raised through preferential allotment or qualified institutions placement

During the financial year 2021-22, the Company had issued and allotted on preferential basis 2,11,77,636 equity shares of H10/- each fully paid-up, representing 25.35% of the post preferential equity share capital, at a price of H1,022.25/- per equity share (including securities premium), aggregating to H21,648.8 million to Reliance Retail Ventures Limited. The funds raised through said Preferential allotment, pending utilisation, have been temporarily deployed in mutual funds. There was no deviation in the use of proceeds from the objects stated in the offer document.

General

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there were

no transactions / events on these matters during the year

under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of equity shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees’ Stock Options Schemes referred to in this Report.

• The Managing Director of the Company does not receive any remuneration or commission from its holding or subsidiary Companies.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• Issue of debentures / bonds / warrants / any other convertible securities.