Disclosure under SEBI Takeover Regulations

August 21, 2026 BSE Limited National Stock Exchange of India Metropolitan Stock Exchange of Department of Corporate Limited India Limited Services Listing Department 205(A), 2nd Floor, Listing Department Exchange Plaza, Plot no. C/1, Piramal Agastya Corporate Park, P J Towers, Dalal Street, G Block, Bandra-Kurla Complex, L.B.S Road, Kurla (West), Mumbai – 400001 Bandra (East), Mumbai – 400051 Mumbai - 400070 Scrip Code: 535648 Scrip Symbol: JUSTDIAL Scrip Symbol: JUSTDIAL Dear Sir / Madam, Sub: Notice under Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) I, being a person forming part of the promoter group of Just Dial Limited (JDL), intend to acquire 2,39,647 Equity Shares of JDL from one of the persons forming part of promoter group by way of ‘inter-se’ transfer as per details set out in the disclosure under Regulation 10(5) of the Takeover Regulations. The proposed acquisition is pursuant to inter-se transfer of shares among qualifying persons as specified in Regulation 10(1)(a)(ii) of the Takeover Regulations. In connection with the proposed acquisition, the details as required under Regulation 10(5) of the Takeover Regulations are attached. Kindly take the information on record. Thanking you, Yours truly, V. S. S. Mani Encl: as above Copy to: Just Dial Limited Palm Court, Building-M, 501 / B, 5th Floor, New Link Road, Beside Goregaon Sports Complex, Malad (West), Mumbai - 400 064. Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 1. Name of the Target Company (TC) Just Dial Limited (JDL) 2. Name of the acquirer(s) Mr. V.S.S. Mani 3. Whether the acquirer(s) is / are promoters of the Yes TC prior to the transaction. If not, nature of relationship or association with the TC or its promoters 4. Details of the proposed acquisition a. Name of the person(s) from whom shares are Mrs. Eshwary Krishnan to be acquired b. Proposed date of acquisition On or after August 31, 2026 c. Number of shares to be acquired from 2,39,647 equity shares each person mentioned in 4(a) above d. Total shares to be acquired as % of share 0.28% capital of TC e. Price at which shares are proposed to be Nil acquired The proposed acquisition is pursuant to inter-se transfer between persons forming part of promoter group by way of gift of shares and hence, no consideration is involved. f. Rationale, if any, for the proposed transfer Inter-se transfer of shares between persons forming part of promoter group of JDL. 5. Relevant sub-clause of regulation 10(1)(a) under 10(1)(a)(ii) which the acquirer is exempted from making open offer 6. If, frequently traded, volume weighted average market price for a period of 60 trading days Rs. 747.98/- (based on rates on NSE) preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period. 7. If in-frequently traded, the price as determined in Not Applicable terms of clause (e) of sub-regulation (2) of regulation 8. 8. Declaration by the acquirer, that the acquisition Not Applicable price would not be higher by more than 25% of the price computed in point 6 or point 7 as The proposed acquisition is pursuant to applicable. inter-se transfer between persons forming part of promoter group by way of gift of shares and hence, no consideration is involved. 9. i. Declaration by the acquirer, that the transferor Transferor and Transferee have and transferee have complied (during 3 years complied / will comply with applicable prior to the date of proposed acquisition) / will disclosure requirements in Chapter V of comply with applicable disclosure requirements the Takeover Regulations, 2011. in Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations, 1997) ii. The aforesaid disclosures made during The disclosures under Regulation 29 and previous 3 years prior to the date of proposed Regulation 30 of the Takeover acquisition to be furnished. Regulations are covered under System Driven Disclosure. Annual disclosures filed during last three years under Regulation 31(4) of the Takeover Regulations are attached as Annexure-1. 10. Declaration by the acquirer that all the The acquirer has complied with conditions specified under regulation 10(1)(a) conditions specified under Regulation with respect to exemptions has been duly 10(1)(a)(ii) read with the proviso to complied with. Regulation 10(1)(a) with respect to exemptions. Regulation 10(1)(a)(i) and 10(1)(a)(iii) to (v) are not applicable. 11. Shareholding details Before the proposed After the proposed transaction transaction No. of % w.r.t No. of % shares total shares w.r.t /voting share /voting total rights capital rights share of TC capit al of A Acquirer(s) and PACs (other than sellers)(*) Acquirer Mr. V. S. S Mani 64,68,187 7.61 67,07,834 7.89 Total A 64,68,187 7.61 67,07,834 7.89 B Seller Mrs. Eshwary Krishnan 2,39,647 0.28 0 0.00 Total B 2,39,647 0.28 0 0.00 Total (A + B) 67,07,834 7.89 67,07,834 7.89 The Acquirer and Seller, in aggregate, hold 67,07,834 equity shares of JDL. The net aggregate holding of the Acquirer and the Seller after the proposed inter-se transaction of 2,39,647 equity shares will remain the same at 67,07,834 equity shares. Note: • (*) Shareholding of each entity may be shown separately and then collectively in a group. • The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers. V. S. S. Mani Place: Mumbai Date: August 21, 2026 Encl.: as above Annexure-1 Details of compliance with the provisions of Chapter V of the Takeover Regulations during the last 3 years Sr. Applicable Regulation Purpose Date of Copy No. disclosure attached 1. 31(4) of Takeover Regulations Annual disclosure to stock exchanges April 9, 2026 Yes and audit committee of target company 2. 31(4) of Takeover Regulations Annual disclosure to stock exchanges April 9, 2025 Yes and audit committee of target company 3. 31(4) of Takeover Regulations Annual disclosure to stock exchanges April 5, 2024 Yes and audit committee of target company April9, 2026 To To BSE Limited National Stock Exchange of lndia Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, DalalStreet, Block G, Bandra-Kurla Complex, Mumbai - 400 001 Bandra {East), Mumbai - 400 051 Metropolitan Stock Exchange of lndia Limited Building A, Unit 205A, 2nd Floor, Piramal Agas$a Corporate Park, L.B.S Road, Kurla (West), Mumbai - 400 070 Dear Sirs, Sub: Declaration under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") ln terms of Regulation 31(4) of the Takeover Regulations, l, V.S.S. Mani being a member of the Promoter Group of Just Dial Limited (Justdial) (NSE Symbol: JUSTDIAL, BSE Code: 535648 and MCX Symbol: JUSTDIAL), the Target Company, hereby declare that I have not created any encumbrance on the shares of Justdial held by me, directly or indirectly, at any time during the financial y ear 2:025-26. Kindly take the same on record. Thanking you, Yours faithfully, fu-- V. S. S. Mani Gopy to: The Company Secretary The Audit Committee, Just Dial Limited Just Dial Limited Palm Court, Building M, Palm Court, Building M, 501/8, 5ri Floor, New Link Road, 501/B, Sth Floor, New Link Road, Besides Goregaon Sport$ Complex, Besides Goregaon Sports ComPlex, Malad (West), Mumbai- 400064. Malad (West), Mumbai- 400064. Email: manan. udani@iustdial.com Email: manan. udani@iustdial.com April 9, 2026 To To BSE Limited National Stock Exchange of lndia Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Dalal St [Showing first 8,000 characters — download PDF for full document]