The Board of Directors present the Company’s Thirty-Second Annual Report and the Company’s audited financial statements for the financial year ended March 31,2026.
Financial Results
The Company’s financial performance for the year ended March 31,2026 is summarised below:
(' in million)
|
Particulars
|
2025-2026
|
2024-2025
|
|
Revenue from Operations
|
12,138.6
|
11,419.3
|
|
Other Income
|
3,338.6
|
3,865.4
|
|
Total Revenue
|
15,477.2
|
15,284.7
|
|
Profit before Interest, depreciation and exceptional items
|
6,913.8
|
7,219.2
|
|
Less: Interest cost on lease asset
|
90.6
|
105.1
|
|
Less: Depreciation and amortisation expense
|
450.1
|
472.6
|
|
Less: Exceptional Item - Impact on new labour codes
|
210.8
|
-
|
|
Profit Before Tax
|
6,162.3
|
6,641.5
|
|
Less: Tax expenses
(includes current tax, deferred tax, short / excess provision of taxes relating to earlier years)
|
1,192.1
|
799.5
|
|
Profit After Tax
|
4,970.2
|
5,842.0
|
|
Other Comprehensive Income
|
28.5
|
(14.8)
|
|
Total Comprehensive Income
|
4,998.7
|
5,827.2
|
Results of Operations and the state of Company’s affairs
Highlights of the Company’s financial performance for the year ended March 31,2026 are as under
The Revenue from operations increased by 6.3% to 112,138.6 million in the financial year ended March 31, 2026 as compared to 111,419.3 million for the preceding financial year.
Profit Before Tax of the current financial year decreased by 7.2% to 16,162.3 million as compared to 16,641.5 million for the preceding financial year.
Profit After Tax of the current financial year decreased by 14.9% to 14,970.2 million as compared to 15,842.0 million for the preceding financial year.
Company overview
Justdial is India's leading local search platform, connecting users with businesses, products and services across categories, geographies and access points. Over more than three decades, it has built one of the country's largest databases of local enterprises, enriched by verified ratings, reviews and multimedia content and accessible through apps, mobile sites, the web and voice. The Company operates a two-sided marketplace at the intersection of consumer intent and India's MSME economy: users discover trusted providers and make informed decisions, while businesses strengthen visibility, generate leads and participate more effectively in a digital marketplace. Its position rests on long-standing local expertise, a pan-India merchant network, proprietary technology and a subscription-led, debt-free financial model.
Business review
Justdial's ecosystem is organised around a single purpose, connecting users searching for trusted local services with businesses seeking to be discovered. Users reach the platform through Android and iOS apps, mobile site, desktop, conversational interfaces, including WhatsApp; and the 88888 88888 voice hotline, supported by a verified ratings-and-reviews framework and structured enquiry tools such as Request for Quotes. During the year the Company advanced its AI-led discovery experience, led by 'Ask Anything', alongside multilingual and voice search and review summarisation.
On the merchant side, an integrated suite supports the full journey from listing to transaction: JD Business for profile and lead management, JD Omni for transaction-ready websites, JD Pay for integrated payments, JD Analytics for performance insight, and JD Mart for B2B commerce, with Universal Business Listing enabling reputation management across Justdial, Google and major social platforms from one dashboard. The flagship launch of the year, the JD Sixer Pack, consolidated six of the most-used merchant capabilities - Parallel calling, leads dashboard, CRM tools, review management, business dashboard and competition trends into a single release.
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://www.justdial.com/cms/ investors/justdial-dividend-distribution-policy.
Directors’ Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 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 31,2026 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 Companies Act, 2013 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) t he 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 governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Report. A Certificate from Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
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-2025-26.
Contracts or arrangements with Related Parties
All the 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.
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 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.
Share Capital
During the year under review, the Company allotted 2,500 equity shares of 110/- each to its employee(s) upon exercise of options granted to them under the various Employees’ Stock Option Scheme(s) of the Company.
The Company’s paid-up share capital as on March 31, 2026 is 185,04,46,570/- comprising of 8,50,44,657 equity shares of 110/- 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.
Subsidiary, Joint Venture and Associate Companies
During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of the Company. The Company did not have any subsidiary, joint venture or associate company as at March 31,2026 and accordingly it was not required to prepare consolidated financial statements.
The audited 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.justdial. com/cms/investors/iustdial-annual-report-2025-26.
The Policy for determining Material Subsidiaries is available on the Company’s website and can be accessed at https://www.iustdial. com/cms/investors/iustdial-policv-for-determining-material-subsidiary.
Secretarial Standards
The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
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 Companies Act, 2013 (‘the Act’) and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Company has in place a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The Policy is available on the Company’s website and can be accessed at https://www.iustdial.com/cms/investors/iustdial-policv-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 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://www.iustdial.com/cms/ investors/iustdial-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 Company’s CSR efforts are directed primarily towards education, where it has invested in improving access to quality education for the underprivileged.
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 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 during the course of their audit.
The Company believes that these systems provide reasonable assurance that the Company’s internal financial controls are adequate and are operating effectively as intended.
The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the Company’s Internal Controls and monitors the implementation of audit recommendations, if any.
Directors and Key Managerial Personnel
As on March 31,2026, the Board comprised of 10 (Ten) Directors out of which 4 (Four) 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. Venkatachalam Subramaniam (DIN: 00009621) 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.
Mr. Abhishek Bansal has tendered resignation from the post of Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. the close of business hours on April 15, 2026, based on personal career considerations and to explore opportunities outside the Company. The Company places on record its deep sense of appreciation for the services rendered by him and for his contributions to the Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company vide Resolution passed on April 13, 2026 considered and approved the re-appointment of Mr. Ranjit Pandit (DIN: 00782296) as an Independent Director of the Company with effect from September 1, 2026. The term of his re-appointment as an Independent Director will be for a period of 5 years and the re-appointment is subject to the approval of shareholders.
In the opinion of the Board, Mr. Ranjit Pandit as well as other 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, 2026, 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://www.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 Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual
performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.
Employees’ Stock Option Schemes
The Just Dial Limited Employee Stock Option Scheme, 2013, Just Dial Limited Employee Stock Option Scheme, 2014, Just Dial Limited Employee Stock Option Scheme, 2016 and Just Dial Limited Employee Stock Option Scheme, 2019 (‘ESOP Schemes’) are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations’). The details as required to be disclosed under the SBEB Regulations are available on the Company’s website and can be accessed at https://www.iustdial.com/cms/investor-relations/online reports.
Auditors and Auditors’ Report Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants were re-appointed as the Auditors of the Company for a second term of 5 (five) consecutive years, at the 30th Annual General Meeting held on June 27, 2024. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.
The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred in the Auditors’ Report are self-explanatory and do not call for any further comments.
Secretarial Auditors
VKMG & Associates LLP, Practising Company Secretaries were appointed as the Secretarial Auditors of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 31st Annual General Meeting held on September 2, 2025. The Secretarial Audit Report for the financial year ended March 31,2026 is annexed and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Secretarial Auditors have confirmed that they are not disqualified from continuing as the Secretarial Auditors of the Company.
Disclosures Meetings of the Board
Four (4) Meetings of the Board of Directors were held during the year under review. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.
Audit Committee
The Audit Committee comprises of Mr. Ranjit Pandit (Chairman), Ms. Bhama Krishnamurthy, Prof. Dipak C. Jain, Mr. Krishnan Sudarshan, Mr. V.S.S. Mani and Mr. V. Subramaniam. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Prof. Dipak C. Jain (Chairman), Ms. Bhama Krishnamurthy, Mr. Krishnan Sudarshan and Mr. Ashwin Khasgiwala.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee comprises of Prof. Dipak C. Jain (Chairman), Ms. Bhama Krishnamurthy, Mr. V.S.S. Mani and Mr. Dinesh Taluja.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises of Mr. Krishnan Sudarshan (Chairman), Prof. Dipak C. Jain, Mr. V.S.S. Mani and Mr. Ashwin Khasgiwala.
Risk Management Committee
The Risk Management Committee comprises of Ms. Bhama Krishnamurthy (Chairperson), Mr. Krishnan Sudarshan, Mr. V.S.S. Mani and Mr. Dinesh Taluja.
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. The Company received a complaint alleging violation of the Code of Conduct towards the close of the year under review, which is under review. Apart from the above, 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:// www.iustdial.com/cms/investors/iustdial-whistle-blower-policv.
Prevention of Sexual Harassment at Workplace
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, the Company
has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training / awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. Number of complaints of sexual harassment received in the year: 3; Number of complaints disposed off during the year: 2; and Number of cases pending for more than ninety days: Nil.
The Code on Social Security, 2020 - Maternity benefit
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961 / the Code on Social Security, 2020.
Particulars of loans given, investments made, guarantees given and securities provided
The Company has not given any loan or guarantee or provided any security during the year under review. Particulars of investments made are provided in the financial statement. Members may refer to Note 5 to the financial statement.
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:
During the year under review, the Company also undertook focused initiatives to enhance the AI readiness of its technology workforce and infrastructure through targeted upskilling, modernisation of technology platforms and adoption of AI-enabled development tools. The Company continues to integrate Artificial Intelligence across its product development and engineering functions to accelerate innovation, improve software quality, automate repetitive tasks and enhance overall operational efficiency. These initiatives enables the Company to serve its users and customers through innovative, secure and scalable technology solutions.
(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: 127.8 million.
Foreign Exchange outgo in terms of actual outflows: 12.7 million.
Annual return
The Annual Return of the Company as on March 31, 2026 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
I n 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 110/-each fully paid-up, representing 25.35% of the post preferential equity share capital, at a price of 11,022.25/- per equity share (including securities premium), aggregating to 121,648.8 million to Reliance Retail Ventures Limited. The funds raised through said Preferential allotment, pending utilisation, have been temporarily deployed in mutual funds and fixed deposits. 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 Company. The Company does not have any subsidiary.
• 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.
• No change in the nature of business of the Company.
• Issue of debentures / bonds / warrants / any other convertible securities.
• Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
• No instance of one-time settlement with any Bank or Financial Institution.
• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• Maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Act.
Acknowledgement
The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the customers, vendors, banks, government and regulatory authorities, stock exchanges and members, during the year under review.
|